-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MS5jpTqJ/ooSW7fj2MFdgJuqn1cjsbL+W3+ktJ/wF6tBceNyFn/Hw8zlnWFkjYC5 ZaymEcktdGDx3wCSk0+H5Q== 0000893877-99-000349.txt : 19990518 0000893877-99-000349.hdr.sgml : 19990518 ACCESSION NUMBER: 0000893877-99-000349 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990331 FILED AS OF DATE: 19990517 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MENTOR GRAPHICS CORP CENTRAL INDEX KEY: 0000701811 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 930786033 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-13442 FILM NUMBER: 99625778 BUSINESS ADDRESS: STREET 1: 8005 SW BOECKMAN RD CITY: WILSONVILLE STATE: OR ZIP: 97070-7777 BUSINESS PHONE: 5036857000 10-Q 1 QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q - -------------------------------------------------------------------------------- Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarter Ended March 31, 1999. Commission File No. 0-13442 - -------------------------------------------------------------------------------- MENTOR GRAPHICS CORPORATION (Exact name of registrant as specified in its charter) Oregon 93-0786033 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 8005 S.W. Boeckman Road, Wilsonville, Oregon 97070-7777 (Address including zip code of principal executive offices) Registrant's telephone number, including area code: (503) 685-7000 - -------------------------------------------------------------------------------- NO CHANGE Former name, and former fiscal year, if changed since last report Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ] Number of shares of common stock, no par value, outstanding as of April 30, 1999: 66,318,125 MENTOR GRAPHICS CORPORATION Index to Form 10-Q PART I FINANCIAL INFORMATION Page Number - ------------------------------- ----------- Item 1. Financial Statements Consolidated Statements of Operations for the three 3 months ended March 31, 1999 and 1998 Consolidated Balance Sheets as of March 31, 1999 4 and December 31, 1998 Consolidated Statements of Cash Flows for the 5 three months ended March 31, 1999 and 1998 Notes to Consolidated Financial Statements 6-7 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition 8-13 Item 3. Quantitative and Qualitative Disclosures About Market Risk 14-15 PART II OTHER INFORMATION - --------------------------- Item 1. Legal Proceedings 16 Item 4. Submission of Matters to a Vote of Security Holders 17 SIGNATURES 17 - ---------- 2 PART I. FINANCIAL INFORMATION Item 1. Financial Statements
Mentor Graphics Corporation Consolidated Statements of Operations (Unaudited) Three months ended March 31, 1999 1998 - ---------------------------------------------------------------------------------------------------------- In thousands, except per share data Revenues: System and software.................................................... $ 72,740 $ 58,206 Service and support.................................................... 49,833 49,802 ------------ ------------ Total revenues.................................................... 122,573 108,008 ------------ ------------ Cost of revenues: System and software.................................................... 7,446 6,256 Service and support.................................................... 22,382 24,547 ------------ ------------ Total cost of revenues............................................ 29,828 30,803 ------------ ------------ Gross margin...................................................... 92,745 77,205 ------------ ------------ Operating expenses: Research and development............................................... 28,869 28,405 Marketing and selling.................................................. 42,315 38,954 General and administration............................................. 12,896 10,505 Special charges........................................................ 16,575 5,775 ------------ ------------ Total operating expenses.......................................... 100,655 83,639 ------------ ------------ Operating loss.............................................................. (7,910) (6,434) Other expense, net..................................................... (2,821) (3,123) ------------ ------------ Loss before income taxes.......................................... (10,731) (9,557) Income tax benefit..................................................... (2,361) (2,103) ------------ ------------ Net loss.......................................................... $ (8,370) $ (7,454) ============ ============ Net loss per share: Basic............................................................. $ (.13) $ (.12) ============ ============ Diluted........................................................... $ (.13) $ (.12) ============ ============ Weighted average number of shares outstanding: Basic............................................................. 66,213 64,582 ============ ============ Diluted........................................................... 66,213 64,582 ============ ============ - ----------------------------------------------------------------------------------------------------------
3
Mentor Graphics Corporation Consolidated Balance Sheets As of As of March 31, 1999 December 31, 1998 - --------------------------------------------------------------------------------------------------------------- In thousands (Unaudited) Assets Current assets: Cash and cash equivalents............................................. $ 94,297 $ 118,512 Short-term investments................................................ 1,688 19,073 Trade accounts receivable, net........................................ 124,013 125,844 Other receivables..................................................... 7,172 7,575 Prepaid expenses and other............................................ 17,317 23,503 Deferred income taxes................................................. 10,813 10,937 ------------ ------------ Total current assets.............................................. 255,300 305,444 Property, plant and equipment, net......................................... 92,009 95,214 Term receivables, long-term................................................ 50,266 36,430 Other assets, net.......................................................... 27,763 27,035 ------------ ------------ Total assets...................................................... $ 425,338 $ 464,123 ============ ============ Liabilities and Stockholders' Equity Current liabilities: Short-term borrowings ................................................ $ - $ 24,000 Accounts payable...................................................... 6,233 10,101 Income taxes payable.................................................. 17,694 20,408 Accrued payroll and related liabilities............................... 24,659 41,958 Accrued liabilities................................................... 39,374 33,295 Deferred revenue...................................................... 46,390 36,484 ------------ ------------ Total current liabilities......................................... 134,350 166,246 Other long-term deferrals.................................................. 1,608 1,425 Commitments and contingencies.............................................. - - Minority interest.......................................................... 1,154 1,170 Stockholders' Equity: Common stock.......................................................... 305,845 303,352 Accumulated deficit................................................... (30,617) (22,246) Accumulated other comprehensive income - foreign currency translation adjustment............................................ 12,998 14,176 ------------ ------------ Total stockholders' equity............................................ 288,226 295,282 ------------ ------------ Total liabilities and stockholders' equity........................ $ 425,338 $ 464,123 ============ ============ - ---------------------------------------------------------------------------------------------------------------
4
Mentor Graphics Corporation Consolidated Statements of Cash Flows (Unaudited) Three months ended March 31, 1999 1998 - --------------------------------------------------------------------------------------------------------------- In thousands Operating Cash Flows: Net loss................................................................... $ (8,370) $ (7,454) Adjustments to reconcile net loss to net cash used by operating activities: Depreciation and amortization of property, plant and equipment..................................... 6,180 6,818 Deferred taxes........................................................ (203) 19 Amortization of other assets.......................................... 971 1,018 Write-down of assets.................................................. 18,134 1,630 Business disposals.................................................... 746 2,160 Gain on sale of investments........................................... (3,669) - Changes in operating assets and liabilities: Trade accounts receivable............................................. 1,276 5,546 Prepaid expenses and other............................................ 1,827 (6,287) Term receivables, long-term .......................................... (14,654) (372) Accounts payable...................................................... (3,623) (1,211) Accrued liabilities................................................... (17,549) (13,370) Other liabilities and deferrals....................................... 7,630 6,511 ------------ ------------ Net cash used by operating activities...................................... (11,304) (4,992) ------------ ------------ Investing Cash Flows: Net maturities of short-term investments.............................. 17,386 40,455 Purchases of property, plant and equipment, net ...................... (3,571) (6,371) Purchases of equity interests......................................... (7,572) (4,000) Proceeds from sale of investments..................................... 8,191 - ------------ ------------ Net cash provided by investing activities.................................. 14,434 30,084 ------------ ------------ Financing Cash Flows: Proceeds from issuance of common stock................................ 3,259 2,678 Repayment of short-term borrowings.................................... (24,000) (135) Repayment of long-term debt........................................... - (26) Repurchase of common stock............................................ (5,998) - ------------ ------------ Net cash provided (used) by financing activities........................... (26,739) 2,517 ------------ ------------ Effect of exchange rate changes on cash and cash equivalents ............................................ (606) (360) ------------ ------------ Net change in cash and cash equivalents.................................... (24,215) 27,249 Cash and cash equivalents at beginning of period........................... 118,512 84,402 ------------ ------------ Cash and cash equivalents at end of period................................. $ 94,297 $ 111,651 ============ ============ - --------------------------------------------------------------------------------------------------------------
5 MENTOR GRAPHICS CORPORATION Notes to Consolidated Financial Statements (In thousands) (Unaudited) (1) General - The accompanying financial statements have been prepared in conformity with generally accepted accounting principles. However, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the statements include all adjustments necessary for a fair presentation of the results of the interim periods presented. Certain reclassifications have been made in the accompanying financial statements for 1998 to conform with the 1999 presentation. (2) Special Charges - During the first three months of 1999 the Company recorded special charges of $16,575. The charges consisted of acquisition related costs attributable to the purchase of the minority interest of a subsidiary, costs attributable to the terminated tender offer for Quickturn Design Systems, Inc. (Quickturn) net of a gain from the sale of acquired stock, a subsidiary divestiture and related employee terminations. Substantially all of these costs were disbursed in the first quarter of 1999. In January of 1999, the Company completed the purchase of the remaining minority interest of its then 84% owned subsidiary, Exemplar Logic, Inc. (Exemplar) for cash and stock options valued at $13,003. The cost of the acquisition was allocated on the basis of the estimated fair value of assets assumed. This allocation resulted in charges for in process R&D and compensation and other related costs of $624 and $6,951, respectively, in addition to capitalized goodwill and technology of $4,452 and $976, respectively. The goodwill and technology will be amortized to R&D over five years and system and software product cost of goods sold over three years, respectively. During the first three months of 1998 the Company recorded special charges of $5,775. The charges consisted of two subsidiary closures, related employee terminations, and the recognition of impairment in value of certain assets. Substantially all of these costs were disbursed in the first quarter of 1998. (3) Supplemental Disclosures of Cash Flow Information - The following provides additional information concerning cash flow activities:
Three months ended March 31, 1999 1998 - --------------------------------------------------------------------------------------------------- Interest paid................................................ $ 219 $ 96 Income taxes paid, net of refunds............................ $ 195 $ 672 Issuance of stock options for purchase of minority interest of subsidiary........................... $ 5,232 $ - - ---------------------------------------------------------------------------------------------------
(4) Comprehensive Loss - The following provides a summary of comprehensive loss:
Three months ended March 31, 1999 1998 - --------------------------------------------------------------------------------------------------- Net loss..................................................... $ (8,370) $ (7,454) Foreign currency translation adjustment...................... (1,178) 270 ----------- ----------- Comprehensive loss........................................... $ (9,548) $ (7,184) =========== =========== - ---------------------------------------------------------------------------------------------------
6 (5) Revenue Recognition - Revenues from system and software licenses are recognized at the time of shipment, except for those that include rights to future software products or have significant other delivery requirements. Product revenues from term or installment sales agreements which include either perpetual or term licenses are with the Company's top-rated credit customers and are recognized upon shipment while any maintenance revenues included in these arrangements are deferred and recognized ratably over the contract term. Revenues from subscription-type term license agreements, which include software, rights to future software products, and services, are deferred and recognized ratably over the term of the subscription period. Training and consulting contract revenues are recognized using the percentage of completion method or as contract milestones are achieved. (6) Segment Reporting - The Company operates exclusively in the EDA industry. The Company markets its products primarily to customers in the communications, computer, semiconductor, consumer electronics, aerospace, and transportation industries. The Company sells and licenses its products through its direct sales force in North and South America (Americas), Europe, Japan and Pacific Rim, and through distributors where a direct sales presence is not warranted. The Company's reportable segments are based on geographic area. All intercompany revenues and expenses are eliminated in computing revenues and operating income (loss). The corporate component of operating income (loss) represents research and development, corporate marketing and selling, corporate general and administration, special, and merger and acquisitions related charges. Corporate capital expenditures and depreciation and amortization are generated from assets allotted to research and development, corporate marketing and selling, and corporate general and administration. Reportable segment information is as follows:
Three months ended March 31, 1999 1998 - --------------------------------------------------------------------------------------------------- Revenues Americas................................................. $ 58,476 $ 54,680 Europe................................................... 34,947 32,761 Japan.................................................... 24,245 16,418 Pac Rim.................................................. 4,905 4,149 ----------- ----------- Total........................................................ $ 122,573 $ 108,008 =========== =========== Operating income (loss) Americas................................................. $ 30,181 $ 29,562 Europe................................................... 13,627 11,127 Japan.................................................... 12,013 6,361 Pac Rim.................................................. 2,652 2,051 Corporate................................................ (66,383) (55,535) ----------- ----------- Total........................................................ $ (7,910) $ (6,434) =========== =========== - ---------------------------------------------------------------------------------------------------
7 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition (All numerical references in thousands, except for percentages) RESULTS OF OPERATIONS - --------------------- REVENUES AND GROSS MARGINS System and Software System and software revenues for the quarter ended March 31, 1999 totaled $72,740 representing an increase of $14,534 or 25 percent from the first quarter of 1998. Software product and accelerated verification system revenues increased significantly for the comparable periods. The increase in software product revenues is attributable to continued growth of the Company's newer product offerings as well as growth in older products year over year. The older product revenue gains are partly attributable to customers seeking to have their design environments Year 2000 compliant. The increase in accelerated verification system sales is primarily due to market acceptance of a next generation product offering that became available in the second quarter of 1998. Accelerated verification systems products are not available in U.S. markets due to a 1997 court ruling. See "Part II - Item 1. Legal Proceedings" for further discussion. System and software gross margins were 90 and 89 percent for the quarters ended March 31, 1999 and 1998, respectively. Gross margins were favorably impacted in 1999 by higher sales volume and lower amortization of purchased technology partially off-set by an increase in lower margin accelerated verification systems sales. Purchased technology amortization to system and software cost of goods sold was $402 and $876 for the quarters ended March 31, 1999 and 1998, respectively. The decrease in amortization of purchased technology is attributable to the lower level of unamortized purchased technology in 1999. Service and Support Service and support revenues for the first quarter of 1999 totaled $49,833 compared to $49,802 for the same period of 1998. Service and support revenues consist of software support and professional services, both of which were approximately flat compared to the first quarter of 1998. The leveling off of professional service revenues is principally due to a more narrowly focused effort toward engagements that enable customers to better utilize the Company's products and away from custom design service engagements. Service and support gross margins were 55 and 51 percent for the quarters ended March 31, 1999 and 1998, respectively. The increase in overall service and support gross margins is attributable to improved professional service realization as a result of better worldwide program management. Program management includes initial scoping, subsequent pricing and final delivery of the contracted services. Geographic Revenues Information Americas revenues including service and support revenues, increased by 7% compared to the first quarter of 1998. Revenues outside of the Americas represented 52% and 49% of total revenues in for the first quarters of 1999 and 1998, respectively. European revenues increased by approximately 7% from the first quarter of 1998 to 1999. Japanese revenues increased by approximately 48% from the first quarter of 1998 to 1999. The effects of exchange rate differences from the Japanese Yen to the U.S. dollar positively impacted revenues by approximately 11%. Exclusive of currency effects, higher revenue levels in Japan are primarily due to two large accelerated verification transactions in the first quarter of 1999. Since the Company generates approximately half of its revenues outside of the U.S. and expects this to continue in the future, revenue results should continue to be impacted by the effects of future foreign currency fluctuations. 8 OPERATING EXPENSES Research and development expenses totaled $28,869 and $28,405 or 24 and 26 percent of revenues for the first quarters of 1999 and 1998, respectively. Marketing and selling expenses totaled $42,315 and $38,954 or 35 and 36 percent of revenues for the first quarters of 1999 and 1998, respectively. General and administration expenses totaled $12,896 and $10,505 or 11 and 10 percent of revenues for the first quarters of 1999 and 1998, respectively. The increase in general and administration expenses is primarily attributable to overlap and training costs associated with the transition of the European distribution center to Ireland. SPECIAL CHARGES During the first three months of 1999 the Company recorded special charges of $16,575. The charges consisted of acquisition related costs attributable to the purchase of the minority interest of a subsidiary, costs attributable to the terminated tender offer for Quickturn Design Systems, Inc. (Quickturn) net of a gain from the sale of acquired stock, a subsidiary divestiture and related employee terminations. Substantially all of these costs were disbursed in the first quarter of 1999. In January of 1999, the Company completed the purchase of the remaining minority interest of its then 84% owned subsidiary, Exemplar Logic, Inc. (Exemplar) for cash and stock options valued at $13,003. The cost of the acquisition was allocated on the basis of the estimated fair value of assets assumed. This allocation resulted in charges for in process R&D and compensation and other related costs of $624 and $6,951, respectively, in addition to capitalized goodwill and technology of $4,452 and $976, respectively. The goodwill and technology will be amortized to R&D over five years and system and software product cost of goods sold over three years, respectively. During the first three months of 1998 the Company recorded special charges of $5,775. The charges consisted of two subsidiary closures, related employee terminations, and the recognition of impairment in value of certain assets. Substantially all of these costs were disbursed in the first quarter of 1998. OTHER INCOME (EXPENSE) Other income (expense), net totaled $(2,821) for the first quarter of 1999 compared to $(3,123) for the same period of 1998. Other income (expense) was negatively impacted by legal costs associated with the ongoing patent litigation with Quickturn which totaled $3,992 and $4,693 in the first quarters of 1999 and 1998, respectively. Included in the first quarter of 1998 were license fees for certain intellectual property licensed from Aptix Corporation and expenses attributable to a patent infringement lawsuit filed jointly by a subsidiary of the Company and Aptix against Quickturn. See "Part II - Item 1. Legal Proceedings" for further discussion. Interest income from investments was $1,823 for the first quarter of 1999, compared to $1,944 for the first quarter of 1998. During the first quarter of 1999, interest expense amounted to $240, up from $96 for the comparable period in 1998. PROVISION (BENEFIT) FOR INCOME TAXES The benefit for income taxes amounted to $2,361 for the quarter ended March 31, 1999, as compared to a benefit of $2,103 for the same period in 1998. The tax benefit in all periods is the result of the mix of profits earned by the Company and its subsidiaries in tax jurisdictions with a broad range of income tax rates. Because the Company's income tax position combines the effects of available tax benefits in certain countries where the Company does business, benefits from available net operating loss carryforwards and tax expense for subsidiaries with pre-tax income, the Company's income tax position and resultant effective tax rate is uncertain for the remaining three quarters of 1999 and beyond. 9 EFFECTS OF FOREIGN CURRENCY FLUCTUATIONS Approximately half of the Company's revenues are generated outside of the United States. For 1999 and 1998, approximately half of European and all of Japanese revenues were subject to exchange rate fluctuations as they were booked in local currencies. The effects of these fluctuations were substantially offset by local currency cost of revenues and operating expenses, which resulted in an immaterial net effect on the Company's results of operations. The "accumulated other comprehensive income - foreign currency translation adjustment," as reported in the stockholders' equity section of the Consolidated Balance Sheets, decreased to $12,998 at March 31, 1999, from $14,176 at the end of 1998. This reflects the decrease in the value of net assets denominated in foreign currencies since year-end 1998 as a result of a stronger dollar in the first quarter of 1999. LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- CASH AND INVESTMENTS Total cash and short-term investments at March 31, 1999 were $95,985 compared to $137,585 at the end of 1998. Cash used by operations was $11,304 for the first three months of 1999 compared to cash used by operations of $4,992 during the same period of 1998. During the first quarters of 1999 and 1998, cash used by operations was negatively impacted by the net loss from operations including payments related to special charges taken in the first quarters of 1999 and 1998. Cash used by investing activities, excluding short-term investments, was $2,952 and $10,371 in the first quarter of 1999 and 1998, respectively. Investing activities in the first quarter of 1999 included a cash payment made for a purchase of the minority interest in Exemplar of $7,572 and capital expenditures offset by cash received from the sale of Quickturn stock of $8,191. Investing activities in the first quarter of 1998 included a cash payment of $4,000 for a controlling interest in the Company's Korean distributor and capital expenditures. Cash provided (used) by financing activities was $(26,739) for the first three months of 1999 compared to $2,517 during the same period of 1998. The use of cash for financing activities in 1999 included the pay-down of a short-term borrowing of $24,000 and the repurchase of 528 shares of common stock for $5,998. TRADE ACCOUNTS RECEIVABLE Trade accounts receivable decreased to $124,013 at March 31, 1999 from $125,844 at year-end 1998. Average days sales outstanding in accounts receivable increased from 78 days at the end of 1998 to 91 days at the end of the first quarter of 1999. This increase in average trade receivables days sales outstanding is principally attributable to a few large contract sales where the Company provided its customers extended payment terms. TERM RECEIVABLES, LONG-TERM Term receivables, long-term increased to $50,266 at the end of the first quarter of 1999 compared to $36,430 at December 31, 1998. The increase is primarily due to an increase in demand for multi-year, multi-element term license and perpetual license installment sales agreements from the Company's top-rated credit customers. Balances under term agreements that are due within one year are included in trade accounts receivable and balances that are due in more than one year are included in term receivables, long-term. The Company uses term agreements as a standard business practice and has a history of successfully collecting under the original payment terms without making concessions on payments, products or services. 10 CAPITAL RESOURCES Total capital expenditures decreased to $3,571 through March 31, 1999, compared to $6,371 for the same period of 1998. Expenditures in the first quarter of 1999 and 1998 did not include any individually significant projects. The Company anticipates that current cash balances, anticipated cash flows from operating activities, and existing credit facilities will be sufficient to meet its working capital needs for at least the next twelve months. FACTORS THAT MAY AFFECT FUTURE RESULTS AND FINANCIAL CONDITION The statements contained in this report that are not statements of historical fact, including without limitation, statements containing the words "believes," "expects," and words of similar import, constitute forward-looking statements that involve a number of risks and uncertainties. Moreover, from time to time the Company may issue other forward-looking statements. The following discussion highlights factors that could cause actual results to differ materially from the forward-looking statements. The forward-looking statements should be considered in light of these factors. The Company competes in the highly competitive and dynamic EDA industry. The Company's success is dependent upon its ability to develop and market products that are innovative, cost-competitive and meet customer expectations. Competition in the EDA industry is intense, which can create adverse effects including, but not limited to, price reductions, lower product margins, loss of market share and additional working capital requirements. The Company's business is largely dependent upon the success and growth of the electronics industry. The outlook for the electronics industry for 1999 is uncertain due in part to adverse economic conditions in Asia and to potential slowing of growth in other regions. As a result, many companies in the electronics industry have announced employee layoffs and will likely curtail the number of electronic design projects and the level of demand for design automation capital which could result in decreased spending for the Company's products and services. In addition, there have been a number of mergers in the electronics industry, which could result in decreased or delayed capital spending patterns. The above business challenges for the electronics and related industries may have a material adverse effect on the Company's financial condition and results of operations. As a result of the acquisition of Meta Systems and its accelerated verification products, the Company has entered the hardware development and assembly business. Risk factors include procuring hardware components on a timely basis, assembling and shipping systems on a timely basis with appropriate quality control, developing new distribution and shipment processes, managing inventory and related obsolescence issues, developing new processes to deliver customer support of the hardware and placing new demands on the sales force. In addition, the Company is engaged in litigation with Quickturn in which Quickturn has asserted that the Company and Meta are infringing Quickturn patents. See "Part II-Item 1. Legal Proceedings" for further discussion. The Company has been prohibited from using, selling or marketing its SimExpress emulation products in the United States and Germany. This litigation may result in the Company being unable to sell its emulation products in other jurisdictions worldwide and may negatively affect demand for accelerated verification products for the Company and all vendors worldwide until the outcome is determined. This litigation could result in lower sales of accelerated verification products, increase the risk of inventory obsolescence and have a materially adverse effect on the Company's results of operations. A material amount of the Company's software product revenue is usually the result of current quarter order performance of which the majority is usually booked in the last month of each quarter. In addition, the Company's revenue often includes multi-million dollar contracts. The timing of the completion of these contracts and the terms of delivery of software, hardware and other services can have a material impact on revenue recognition for a given quarter. The combination of these factors impairs and delays the Company's ability to identify shortfalls or overages from quarterly revenue targets. The Company uses term or installment sales agreements as a standard business practice and has a history of successfully collecting under the original payment terms without making concessions on payments, products or services. These multi-year, multi-element term license and perpetual license term agreements are from the 11 Company's top-rated credit customers and average between one and three years in length. These agreements may increase the element of risk associated with collectibility from customers that can arise for a variety of reasons including ability to pay, product satisfaction or disagreements and disputes. If collectibility for any of these multi-million dollar agreements becomes a problem the Company's results of operations could be adversely affected. The Company generally realizes approximately half of its revenues outside the U.S. and expects this to continue in the future. As such, the effects of foreign currency fluctuations can impact the Company's business and operating results. To hedge the impact of foreign currency fluctuations, the Company enters into foreign currency forward contracts. However, significant changes in exchange rates may have a material adverse impact on the Company's results of operations. International operations subject the Company to other risks including, but not limited to, changes in regional or worldwide economic or political conditions, government trade restrictions, limitations on repatriation of earnings, licensing and intellectual property rights protection. A significant percent of the Company's sales to European customers is U.S. dollar based. However, the Company is affected by the emergence of the new European Monetary Unit and is currently implementing and testing system changes to support transactions in this currency. Provided the Company's European Monetary Unit project is completed on a timely basis, the expense of the project, and its related effect on the Company's earnings, is not expected to be material. The Company's operating expenses are generally committed in advance of revenue and are based to a large degree on future revenue expectations. Operating expenses are incurred to generate and sustain higher future revenue levels. If the revenue does not materialize as expected, the Company's results of operations can be adversely impacted. Acquisitions of complementary businesses are a part of the Company's overall business strategy. There are several risks associated with this strategy including integration of sales channels, training and education of the sales force for new product offerings, integration of product development efforts, retention of key employees, integration of systems of internal controls, and integration of information systems. All of these factors can impair the Company's ability to forecast, to meet quarterly revenue and earnings targets, to meet various debt obligations used to finance acquisitions and to effectively manage the business for long-term growth. There can be no assurance that these challenges will be effectively met. The Company has been able to recruit and retain necessary personnel to research and develop, market, sell and service products that satisfy customers' needs. There can be no assurance that the Company can continue to recruit and retain such personnel. Generally accepted accounting principles require management to make estimates and assumptions that affect the reported amounts of assets, liabilities and contingencies at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. The Company is involved in various administrative matters and litigation. There can be no assurance that various litigation and administrative matters will not have a material adverse impact on the Company's consolidated financial position or results of operations. See "Part II-Item 1. Legal Proceedings" for further discussion. Due to the factors above, as well as other market factors outside the Company's control, the Company's future earnings and stock price may be subject to significant volatility. Past financial performance should not be considered a reliable indication of future performance. The investment community should use caution in using historical trends to estimate future results or trends. In addition, if future results vary significantly from expectations of analysts, the Company's stock price could be adversely impacted. 12 YEAR 2000 The Company is aware of the potential inability of computer programs to adequately process date information after December 31, 1999 (Year 2000). The Company has conducted a review of its products, information technology and facilities computer systems to identify all software that could be affected by the Year 2000 issue and has developed or is developing implementation plans to address this issue. The Company has announced that its current release of software products is Year 2000 compliant. The effect of the Year 2000 issue with regard to the Company's product offerings is not expected to have any material adverse effect on its financial condition and results of operations. In addition to computers and related systems, the operations of the Company's office and facilities equipment, such as fax machines, photocopiers, telephone switched security systems, elevators and other common devices may be affected by the Year 2000 problem. The Company is currently assessing the potential effect of, and costs of remediating the Year 2000 problem on this equipment. The Company estimates that its total cost of completing any required modifications, upgrades or replacements of these internal systems should total approximately $1,500 for the rest of 1999. Identifiable expenditures through the first quarter of 1999 have totaled approximately $2,800. In addition, the Company has developed and is implementing a program to review the Year 2000 compliance status of computer software programs licensed from third parties and used in its internal business processes to obtain appropriate assurances of Year 2000 compliance from manufacturers of these products. The Company believes that it will be able to complete its Year 2000 compliance review and make any necessary modifications prior to the end of 1999. Provided the Company's Year 2000 projects are completed on a timely basis, the expense of these projects, and its related effect on the Company's financial condition and results of operations, is not expected to be material. However, the compliance of systems acquired from third parties is dependent on factors outside the Company's control. If key systems, or a significant number of systems fail as a result of Year 2000 problems, the Company could incur substantial expense and experience a disruption of business operations, which would potentially have a material adverse effect on the Company's financial condition and results of operations. Furthermore, the Company is making an assessment as to whether any of its customers, suppliers or service providers will be affected by the Year 2000 issue. Failure of the Company's customers, suppliers or service providers to comply with Year 2000 could have a material adverse impact on the Company's financial condition and results of operations. The purchasing patterns of customers and potential customers may be affected by Year 2000 issues as companies may be required to devote significant resources to correct or patch their current software systems for Year 2000 compliance. These expenditures may result in reduced funds available to purchase the Company's software products that could have a materially adverse effect on the Company's financial condition and results of operations. There can be no assurance that Year 2000 related operating problems or material expenses will not occur with the Company's computer systems or in connection with the interface to the Company's major vendors or suppliers. The Company is currently developing contingency plans to be implemented as part of its efforts to identify and correct Year 2000 problems affecting its internal systems. The Company expects to complete its contingency plans by the end of the third quarter of 1999. Depending on the systems affected, these plans could include, (a) accelerated replacement of affected equipment and software; (b) short to medium term use of back up equipment and software; (c) increased work hours for the Company personnel or use of contract personnel to provide manual workarounds for information systems; and (d) other similar approaches. 13 Item 3. Quantitative And Qualitative Disclosures About Market Risk (All numerical references in thousands, except for rates and percentages) INTEREST RATE RISK The Company's exposure to market risk for changes in interest rates relates primarily to its investment portfolio. The Company does not use derivative financial instruments for speculative or trading purposes. The Company places its investments in instruments that meet high credit quality standards, as specified in the Company's investment policy. The policy also limits the amount of credit exposure to any one issuer and type of instrument. The Company does not expect any material loss with respect to its investment portfolio. The table below presents the carrying value and related weighted-average interest rates for the Company's investment portfolio. The carrying value approximates fair value at March 31, 1999. In accordance with the Company's investment policy all investments mature in twelve months or less. A nominal amount of non-interest bearing instruments has been included in the table below:
Carrying Average Principal (notional) amounts in U.S. dollars Amount Interest Rate - ------------------------------------------------------------------------------------------------- Cash equivalents - fixed rate................................. $ 94,297 4.78% Short-term investments - fixed rate........................... 1,688 7.00% ------------ ------------ Total interest bearing instruments............................ $ 95,985 4.82% ============ ============ - -------------------------------------------------------------------------------------------------
FOREIGN CURRENCY RISK The Company enters into forward foreign exchange contracts as a hedge against foreign currency sales commitments and intercompany balances. To hedge its foreign currency against highly anticipated sales transactions, the Company also purchases foreign exchange options which permit but do not require foreign currency exchanges at a future date with another party at a contracted exchange price. Remeasurement gains and losses on forward and option contracts are deferred and recognized when the sale occurs. All subsequent remeasurement gains and losses are recognized as they occur to offset remeasurement gains and losses recognized on the related foreign currency accounts receivable balances. These contracts generally have maturities which do not exceed twelve months. At March 31, 1999, the difference between the recorded value and the fair value of the Company's foreign exchange position related to these contracts was approximately zero. The fair value of these contracts was calculated based on dealer quotes. The Company does not anticipate non-performance by the counter-parties to these contracts. Looking forward, the Company does not expect any material adverse effect on its consolidated financial position, results of operations, or cash flows resulting from the use of these instruments. There can be no assurance that these strategies will be effective or that transaction losses can be minimized or forecasted accurately. 14 The following table provides information about the Company's foreign exchange forward contracts at March 31, 1999. Due to the short-term nature of these contracts, the contract rate approximates the weighted-average contractual foreign currency exchange rate and the amount in U.S. dollars approximates the fair value of the contract at March 31, 1999. These forward contracts mature in approximately thirty days. The following table presents short-term forward contracts to sell and buy foreign currencies in U.S. dollars related to customer receivables and intercompany balances:
Short-term forward contracts Amount Contract Rate - -------------------------------------------------------------------------------------------------- Euro.......................................................... $ 23,404 $ 1.15 Japanese yen.................................................. 11,676 118.24 British pound sterling........................................ 2,734 1.63 Other......................................................... 3,733 - - --------------------------------------------------------------------------------------------------
The unrealized gain (loss) on the outstanding forward contracts at March 31, 1999, was not material to the Company's consolidated financial statements. The realized gain (loss) on these contracts as they matured was not material to the Company's consolidated financial position, results of operations, or cash flows for the periods presented. 15 PART II. OTHER INFORMATION Item 1. Legal Proceedings During 1995, the Company filed suit in U.S. Federal District Court in Portland, Oregon, against Quickturn Design Systems, Inc. (Quickturn) for a declaratory judgment of non-infringement, invalidity and unenforceability of three of Quickturn's patents. These patents relate to products of Meta Systems SRL (Meta), a French company acquired by the Company in 1996 that manufactures and sells computers used for accelerated verification of hardware designs. Quickturn filed a counterclaim against the Company alleging infringement of six of Quickturn's patents, including the three patents subject to the declaratory judgment action. The counterclaim seeks a permanent injunction prohibiting sales of the Company's SimExpress products in the U.S., compensatory and punitive damages and attorneys' fees. Quickturn filed an administrative complaint with the U.S. International Trade Commission (ITC) in 1996 seeking to prohibit the distribution of SimExpress products in the U.S. In August 1996, the ITC issued a ruling effectively prohibiting the importation of this technology into the U.S. In August 1997, the ITC Administrative Law Judge recommended the imposition of evidentiary and monetary sanctions against the Company and Meta. In August 1997, the U.S. District Court in Portland, Oregon granted Quickturn a preliminary injunction prohibiting the Company from selling its SimExpress version 1.0 and 1.5 accelerated verification systems in the U.S. The injunction also prohibits the Company from shipping current U.S. inventory modified in the U.S. to any of its non-U.S. locations. In October 1997, Quickturn filed an action against the Company's German subsidiary in a German District Court alleging infringement by SimExpress of a European patent. The German court ruled in April 1999 that the Company's German subsidiary has violated a European patent owned by Quickturn and awarded unspecified damages. The Company has been prohibited from offering or selling certain of its hardware emulation products in Germany. Although the Company is appealing the ruling and contesting the validity of the Quickturn patent, the Company can give no assurance as to the outcome of such proceedings. In December 1997, the ITC issued a Cease and Desist Order prohibiting the Company from importing SimExpress products or components and from providing repair or maintenance services to its existing U.S. customers. That order took effect in 1998. A trial in the U.S. District Court action is scheduled in June 1999, in which Quickturn will seek a permanent injunction, compensatory damages, punitive damages, and attorneys' fees. An unfavorable ruling in this trial could involve substantial cost to the Company and effectively prevent the Company from manufacturing and selling its existing accelerated verification of hardware design products in the U.S. market. In February 1998, Meta filed a patent infringement action against Quickturn in the U.S. District Court for the Northern District of California in San Jose, California. The complaint, which is based on a patent licensed to the Company and Meta and which Meta has a right to enforce, seeks damages for infringement as a result of Quickturn's manufacture and sale of certain emulation equipment. Meta, which has been joined in the suit by Aptix Corporation of San Jose, California, will ultimately seek an injunction prohibiting further infringement by Quickturn. A trial date in the U.S. District Court has been set for the first quarter of 2000. In October 1998, Quickturn filed an action against Meta and the Company in France alleging infringement by SimExpress and Celaro of a European patent. There have been no rulings by the French court regarding the merits of this case to date. In addition to the above litigation, from time to time the Company is involved in various disputes and litigation matters that arise from the ordinary course of business. These include disputes and lawsuits relating to intellectual property rights, licensing, contracts, and employee relations matters. The Company believes that final resolution of such disputes and lawsuits will not have a material adverse effect on the Company's financial position or results of operations. 16 Item 4. Submission of Matters to a Vote of Security Holders (All numerical references in thousands, except for percentages) A Special Meeting of Shareholders of the Company was held pursuant to notice at 5:00 p.m. Pacific time on March 10, 1999 at the Company's offices in Wilsonville, Oregon. There were present at the meeting, in person or represented by proxy, the holders of 60,886 shares of the outstanding common stock, which represented approximately 92% of the outstanding shares. The voting information set forth below was provided by American Stock Transfer & Trust Company, the Company's Transfer Agent for its common stock, as Inspector of Election. The Special Meeting was called for the purpose of voting on amendments to the Company's 1989 Employee Stock Purchase Plan. The amendments were approved with 52,674 shares voted for approval, 8,040 shares voted against, and 172 shares abstaining. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MENTOR GRAPHICS CORPORATION (Registrant) GREGORY K. HINCKLEY ------------------------------------------------ Gregory K. Hinckley Executive Vice President and Chief Operating Officer /Chief Financial Officer 17 EX-27 2 FINANCIAL DATA SCHEDULE
5 1,000 3-MOS DEC-31-1999 MAR-31-1999 94,297 1,688 124,013 0 0 255,300 92,009 0 425,338 134,350 0 0 0 305,845 (17,619) 425,338 122,573 122,573 29,828 29,828 100,655 0 240 (10,731) (2,361) (8,370) 0 0 0 (8,370) (.13) (.13)
-----END PRIVACY-ENHANCED MESSAGE-----