-----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, Rn/2k6Lyp+8bxBCBXbdXnrkXJXnN97OuKQxZjet/+yUXxe9Cj2r3F2yDRzIaOz9Z GRuUmA8Uf2NAgeqizCnylQ== /in/edgar/work/0000950005-00-001144/0000950005-00-001144.txt : 20001115 0000950005-00-001144.hdr.sgml : 20001115 ACCESSION NUMBER: 0000950005-00-001144 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20001114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PINNACLE SYSTEMS INC CENTRAL INDEX KEY: 0000774695 STANDARD INDUSTRIAL CLASSIFICATION: [3861 ] IRS NUMBER: 943003809 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-24784 FILM NUMBER: 767982 BUSINESS ADDRESS: STREET 1: 280 N BERNARDO AVE CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 6502371600 MAIL ADDRESS: STREET 1: 280 N BERNARDO AVE CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 10-Q 1 0001.txt 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Commission File No. 0-24784 PINNACLE SYSTEMS, INC. ---------------------- (Exact name of Registrant as specified in its charter) California - ------------------------------- 94-3003809 (State or other jurisdiction of ------------------------------------- incorporation or organization) (I.R.S. Employer Identification No.) 280 N. Bernardo Ave. Mountain View, CA 94043 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (650) 237-1600 ---------------------------------------------------- (Registrant's telephone number, including area code) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No_ The number of shares of common stock outstanding as of November 5, 2000 was approximately 50,819,965. Page 1 INDEX PART I - FINANCIAL INFORMATION ITEM 1 - Condensed Consolidated Financial Statements Condensed Consolidated Balance Sheets - September 30, 2000 and June 30, 2000 3 Condensed Consolidated Statements of Operations - Three Months Ended - September 30, 2000 and 1999 4 Condensed Consolidated Statements of Comprehensive Income Three Months Ended - September 30, 2000 and 1999 5 Condensed Consolidated Statements of Cash Flows - Three Months Ended - September 30, 2000 and 1999 6 Notes to Condensed Consolidated Financial Statements 7 ITEM 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations 11 ITEM 3 - Quantitative and Qualitative Disclosures About Market Risk 23 PART II - OTHER INFORMATION ITEM 6 - Exhibits and Reports on Form 8-K 23 Signatures 24 2 PART 1 - FINANCIAL INFORMATION Item 1. Financial Statements PINNACLE SYSTEMS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands; unaudited)
September 30, June 30, 2000 2000(1) --------- --------- Assets Current assets: Cash and cash equivalents $ 45,160 $ 58,433 Marketable securities 11,046 19,366 Accounts receivable, net 53,743 55,072 Inventories 38,278 36,824 Deferred income taxes 17,103 17,103 Prepaid expenses and other assets 4,393 4,100 --------- --------- Total current assets 169,723 190,898 Marketable securities -- 4,346 Property and equipment, net 15,905 16,143 Goodwill and other intangibles 102,674 109,810 Other assets 2,249 1,602 --------- --------- $ 290,551 $ 322,799 ========= ========= Liabilities and Shareholders' Equity Current liabilities: Accounts payable $ 16,756 $ 22,422 Accrued expenses 24,011 30,146 --------- --------- Total current liabilities 40,767 52,568 --------- --------- Deferred income taxes 10,611 10,611 --------- --------- Total liabilities 51,378 63,179 Shareholders' equity: Preferred stock, no par value; authorized 5,000 shares; none issued and outstanding -- -- Common stock, no par value; authorized 120,000 shares; 50,750 and 51,293 issued and outstanding as of September 30 and June 30, 2000, respectively 269,045 257,496 Treasury shares at cost; 645,000 and -0- shares at September 30 and June 30, 2000, respectively (5,102) -- Retained earnings (accumulated deficit) (14,557) 7,198 Accumulated other comprehensive loss (10,213) (5,074) --------- --------- Total shareholders' equity 239,173 259,620 --------- --------- $ 290,551 $ 322,799 ========= ========= (1) Numbers are derived from the Company's audited financial statements for the fiscal year ended June 30, 2000. See accompanying notes to condensed consolidated financial statements.
3 PINNACLE SYSTEMS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data; unaudited)
Three-months Ended September 30, ----------------------------- 2000 1999 -------- -------- Net sales $ 62,775 $ 50,447 Cost of sales 36,242 22,300 -------- -------- Gross profit 26,533 28,147 -------- -------- Operating expenses: Engineering and product development 8,356 5,969 Sales and marketing 15,589 11,726 General and administrative 3,755 2,711 Amortization of acquisition related intangible assets 7,852 3,061 Acquisition settlement 13,250 -- In-process research and development -- 2,000 -------- -------- Total operating expenses 48,802 25,467 -------- -------- Operating income (loss) (22,269) 2,680 Interest income and other, net 514 807 -------- -------- Income (loss) before income taxes (21,755) 3,487 Income tax expense -- 697 -------- -------- Net income (loss) $(21,755) $ 2,790 ======== ======== Net income (loss) per share Basic $ (0.43) $ 0.06 ======== ======== Diluted $ (0.43) $ 0.05 ======== ======== Shares used to compute net income (loss) per share Basic 50,962 46,600 ======== ======== Diluted 50,962 52,984 ======== ======== See accompanying notes to condensed consolidated financial statements.
4 PINNACLE SYSTEMS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (In thousands; unaudited) Three-months Ended September 30, ------------------------ 2000 1999 -------- -------- Net income (loss) $(21,755) $ 2,790 Foreign currency translation adjustment (5,139) 1,117 -------- -------- Comprehensive income (loss) $(26,894) $ 3,907 ======== ======== See accompanying notes to condensed consolidated financial statements. 5 PINNACLE SYSTEMS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands; unaudited)
Three Months Ended September 30 -------------------------- 2000 1999 -------- -------- Cash flows from operating activities: Net income (loss) $(21,755) $ 2,790 Adjustments to reconcile net income to net cash provided by (used in) operating activities: In-process research and development -- 2,000 Acquisition settlement - equity portion 10,877 -- Depreciation and amortization 9,076 3,890 Changes in operating assets and liabilities: Accounts receivable (230) (6,572) Inventories (2,876) (4,024) Accounts payable (5,967) (377) Accrued expenses (3,032) (455) Other (1,557) 34 -------- -------- Net cash used in operating activities (15,464) (2,714) -------- -------- Cash flows from investing activities: Purchases of property and equipment (1,147) (2,927) Acquisition payments net of cash acquired (3,309) (12,597) Proceeds from maturity of marketable securities, net of purchases 12,667 6,305 Other investments (300) -- -------- -------- Net cash provided by (used in) investing activities 7,911 (9,219) -------- -------- Cash flows from financing activities: Purchase of treasury stock (5,102) -- Proceeds from issuance of common stock 67 2,193 Payments on note payable -- (82) -------- -------- Net cash provided by (used in) financing activities (5,035) 2,111 -------- -------- Effects of exchange rate changes on cash (685) 434 -------- -------- Net decrease in cash and cash equivalents (13,273) (9,388) Cash and cash equivalents at beginning of period 58,433 48,654 -------- -------- Cash and cash equivalents at end of period $ 45,160 $ 39,266 ======== ======== Supplemental disclosures of cash paid during the period for: Interest $ 1 $ 0 ======== ======== Income taxes $ 674 $ 0 ======== ======== Non-cash transactions: Common stock issued in business acquisitions $ -- $ 20,632 ======== ======== See accompanying notes to condensed consolidated financial statements.
6 Notes To Condensed Consolidated Financial Statements (unaudited) 1. General The accompanying unaudited condensed consolidated financial statements include the accounts of Pinnacle Systems, Inc. and its wholly owned subsidiaries ("Pinnacle" or the "Company"). Intercompany transactions and related balances have been eliminated in consolidation. These financial statements have been prepared in conformity with generally accepted accounting principles for interim financial information and in accordance with the instructions of Form 10-Q and Rule 10 of Regulation S-X. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reported periods. The most significant estimates included in these financial statements include accounts receivable and sales allowances, inventory valuation and the income tax valuation allowance. Actual results could differ from those estimates. These condensed consolidated financial statements reflect all adjustments that, in the opinion of management, are necessary for a fair statement of the consolidated financial position, results of operations and cash flows as of and for the interim periods. Such adjustments consist of items of a normal recurring nature. Certain information or 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. The condensed consolidated financial statements included herein should be read in conjunction with the financial statements and notes thereto, which include information as to significant accounting policies, for the fiscal year ended June 30, 2000 included in the Company's Annual Report on Form 10-K as filed with the Securities and Exchange Commission on September 28, 2000. Results of operations for interim periods are not necessarily indicative of results for a full year. Currency Translation The Company considers the functional currency of its foreign subsidiaries to be the local currency. These functional currencies are translated into U.S. dollars using exchange rates in effect at period end for assets and liabilities and average exchange rates during each reporting period for the results of operations. Adjustments resulting from the translation of foreign subsidiary financial statements are reported within accumulated other comprehensive losses which is reflected as a separate component of shareholders' equity. Foreign currency transaction gains and losses are included in results of operations. Comprehensive Income (Loss) The Company's comprehensive income (loss) includes net income and foreign currency translation adjustments. Derivative Instruments and Hedging Activities As of July 1, 2000, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 133 "Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133 establishes accounting and reporting standards for derivative instruments and for hedging activities. The adoption of SFAS No. 133 did not have material affect on the Company's financial statements. Recent Accounting Pronouncements In December 1999, the Securities and Exchange Commission ("SEC") released Staff Accounting Bulletin ("SAB") No. 101 "Revenue Recognition in Financial Statements". SAB No. 101 summarizes certain of the SEC's views in applying generally accepted accounting principles to revenue recognition. The Company will adopt SAB No. 101 in the fourth quarter of fiscal 2001. The Company is in the process of assessing the impact, if any, that the adoption of SAB No. 101 will have on its financial position or results of operations. In March 2000, the FASB issued Interpretation No. 44 "Accounting for Certain Transactions Involving Stock Compensation: an Interpretation of APB Opinion No. 25" ("FIN 44"). This interpretation clarifies the application of Opinion 25 for certain issues including: (a) the definition of employee for purposes of applying Opinion 25, (b) the criteria for 7 determining whether a plan qualifies as a non-compensatory plan, (c) the accounting consequence of various modifications to the terms of a previously fixed stock option or warrant, and (d) the accounting for an exchange of stock compensation awards in a business combination. The Company adopted FIN 44 on July 1, 2000. The adoption of FIN 44 did not have a material effect on the Company's financial position or results of operations. In July 2000, the Emerging Issues Task Force ("EITF") reached a consensus on Issue No. 00-10, "Accounting for Shipping and Handling Fees and Costs." The EITF concluded that amounts billed to a customer related to shipping and handling represent revenues. Issue No. 00-10 is expected to be implemented in the same quarter as SAB No. 101. The Company does not expect the adoption of Issue No. 00-10 to have a material impact on its financial position or results of operations. In May 2000, the EITF reached a consensus on Issue No. 00-14, "Accounting for Certain Sales Incentives." Issue No. 00-14 addresses the recognition, measurement, and income statement classification for sales incentives offered voluntarily by a vendor without charge to customers that can be used in, or that are exercisable by a customer as a result of a single exchange transaction. Issue No. 00-14 is expected to be implemented in the same quarter as SAB No. 101. The Company does not expect the adoption of Issue No. 00-14 to have a material impact on its financial position or results of operations. 2. Acquisitions (a) Avid Sports, Inc. On June 30, 2000, the Company acquired all the outstanding common stock of Avid Sports, Inc., a leading provider of sports editing and online sports media management solutions ("ASports"). On September 30, 2000, the Company entered into an agreement with the former shareholders and option holders of ASports wherein Pinnacle agreed to compensate each of them if the closing price of Pinnacle's common stock does not equal or exceed $23 per share for four consecutive trading days prior to May 31, 2001. If Pinnacle's share price does not reach this level, the value of the compensation to be paid shall be equal to the number of shares issued and options assumed in the acquisition (944,213 and 138,158, respectively) multiplied by the difference between Pinnacle's average closing stock price during the month of May, 2001 and $23 per share. Former shareholders of ASports would be compensated in shares of Pinnacle's common stock while the former option holders will be compensated in cash. On September 30, 2000, the Company recorded a charge of $13.3 million which represents the fair value of the arrangement on September 30, 2000 including $0.1 million in transaction fees. The Company recorded a liability of $1.7 million which represents the estimated cash payout to the option holders with the remaining $11.5 million recorded as an increase in common stock. The value assigned was determined by an independent appraiser using the Black-Scholes method. 8 (b) Pro Forma Financial Information The following unaudited pro forma results of operations for the three-month period ended September 30, 1999 are as if the acquisitions of Synergy, Puffin, DES, Montage, Propel and ASports had occurred at the beginning of fiscal 1999, after giving effect to certain adjustments, including amortization of goodwill and related income tax effects. The pro forma information excludes charges for acquired in-process research and development. The pro forma information has been prepared for comparative purposes only and is not indicative of what operating results would have been if the acquisitions had taken place at the beginning of fiscal 1999 or of future operating results. Three Months Ended September 30, (In thousands, except per share data) 1999 ---------- Net sales .............................................. $ 57,769 Net loss ............................................... $ (2,423) Basic net loss per share ............................... $ (0.05) Diluted net loss per share ............................. $ (0.05) 3. Per Share Information The following tables reconcile the denominator of the basic and diluted earnings per share computations shown on the Condensed Consolidated Statements of Operations: September 30, ----------------- (In thousands) 2000 1999 ------ ------ Basic EPS - weighted average shares of common stock outstanding 50,962 46,600 Effect of dilutive common equivalent shares - stock options and warrants outstanding -- 6,384 ------ ------ Diluted EPS - weighted average shares and common equivalent shares outstanding 50,962 52,984 ====== ====== The Company excludes potentially dilutive securities from its diluted net income (loss) per share computation when either the Company reports a net loss or the exercise price of the securities exceeds the average fair value of the Company's common stock because the effect would be anti-dilutive. For the three-month periods ended September 30, 2000 and 1999, the Company excluded options to purchase 6,159,197 and 82 shares of common stock, respectively, from the diluted earnings per share computation as their exercise prices exceeded the average fair value of the Company's common stock during the respective periods and, accordingly, their inclusion would have been anti-dilutive. For the three-month period ended September 30, 2000, the Company excluded options to purchase 3,676,037 shares of common stock from the diluted earnings per share computation, as the Company experienced a net loss in that period, and as such, their inclusion would have been antidilutive. 9 4. Segment Information Prior to July 1, 2000, the Company's organizational structure was based on three strategic business groups that sold various products into the Company's principle markets. These business groups equated to three reportable segments: Broadcast, Desktop, and Consumer. Beginning on July 1, 2000, the Company reorganized and implemented a plan to divide the operations of the Company into three distinct divisions: Broadcast Solutions, Professional .Media and Personal Web Video. The reorganization was performed to provide a structure that would meet the growing demands of the Company and to provide divisional managers the ability to focus and manage their own operations and resources. Prior to this, resources for sales, marketing, operations and logistics were managed independently outside of the business groups. The reorganization also provided the Company an opportunity to re-evaluate its product offerings and better align them within its distribution channels. The Company's chief operating decision maker evaluates the performance of these divisions based on revenues, gross profit, and operating income before income taxes, interest income, interest expenses, and other income, excluding the effects of nonrecurring charges including in-process research and development and amortization of goodwill and other intangibles related to the Company's acquisitions. Operating results also include allocations of certain corporate expenses. The following is a summary of the Company's operations by operating segment for the three-month period ended September 30, 2000 and 1999. Only revenue information is being provided on a comparative basis. Due to the reorganization of the Company and the addition and realignment of operational departments and personnel, restatement of prior years segment results would be impractical. (in thousands): September 30, -------------------------- 2000 1999 -------- -------- Broadcast Solutions: Revenues $ 24,137 $ 17,009 Gross profit 11,600 Operating income (loss) $ (1,171) Professional .Media: Revenues $ 13,265 $ 11,608 Gross profit 6,034 Operating income (loss) $ (927) Personal Web Video: Revenues $ 25,373 $ 21,830 Gross profit 8,899 Operating income $ 1,311 Consolidated: Revenues $ 62,775 $ 50,447 Gross profit 26,533 Operating income (loss) $ (787) The following table reconciles operating income (loss) to total consolidated amounts for the three-month period ended September 30, 2000 (in thousands): Total operating loss for reportable segments $ (787) Unallocated amounts: Unallocated expenses (380) Amortization of acquisition intangibles (7,852) Acquisition settlement (13,250) -------- Consolidated operating loss $ (22,269) ======== 10 5. Customers and Credit Concentrations During the three months ended September 30, 2000, no one customer accounted for more than 10% of net sales. During the three-month period ended September 30, 1999, Avid Technology Inc. accounted for approximately 10.2% of net sales. 6. Related Parties Bell Microproducts Inc. ("Bell") performs certain services and builds certain products for the Company. A director of the Company is also a director of Bell. During the three months ended September 30, 2000 and 1999, the Company purchased materials from Bell totaling $1,171,504 and $880,000, respectively. 7. Commitments and Contingencies On July 18, 2000, a lawsuit entitled Jiminez v. Pinnacle Systems, Inc. et al., No. 00-CV-2596 was filed in the United States District Court for the Northern District of California against the Company and certain officer and director defendants. The action is a putative class action and alleges that defendants violated the federal securities laws by making false and misleading statements concerning the Company's business prospects during an alleged class period of April 18, 2000 through July 10, 2000. The complaint does not specify damages. The Company intends to defend the case vigorously. On August 29, 2000, a lawsuit entitled Athle-Tech Computer Systems, Incorporated v. Montage Group, Ltd. and Digital Editing Services, Inc. No. 00-005956-C1-021 was filed in the Sixth Judicial Circuit Court for Pinellas County, Florida (the "AT Claim"). The AT Claim alleges that Montage breached a purported software development agreement between Athle-Tech Computer Systems, Incorporated ("AT") and Montage (the "AT Agreement"). The AT Claim also alleges that DES intentionally interfered with AT's claimed rights with respect to the purported AT Agreement and was unjustly enriched as a result. Finally, the AT Claim requests that the court impose a constructive trust on at least 50% of the proceeds of the purported AT Agreement and render a declaratory judgement in favor of AT. The Company has engaged counsel to defend the AT Claim. Montage and DES believes it has meritorious defenses and intends to vigourously defend AT's claim. On June 30, 2000, the Company acquired all the outstanding common stock of Avid Sports, Inc., a leading provider of sports editing and online sports media management solutions ("ASports"). On September 30, 2000, the Company entered into an agreement with the former shareholders and option holders of ASports wherein Pinnacle agreed to compensate each of them if the closing price of Pinnacle's common stock does not equal or exceed $23 per share for four consecutive trading days prior to May 31, 2001. If Pinnacle's share price does not reach this level, the value of the compensation to be paid shall be equal to the number of shares issued and options assumed in the acquisition (944,213 and 138,158, respectively) multiplied by the difference between Pinnacle's average closing stock price during the month of May, 2001 and $23 per share. Former shareholders of ASports would be compensated in shares of Pinnacle's common stock while the former option holders will be compensated in cash. On September 30, 2000, the Company recorded a charge of $13.3 million which represents the fair value of the arrangement on September 30, 2000 including $0.1 million in transaction fees. The Company recorded a liability of $1.7 million which represents the estimated cash payout to the option holders with the remaining $11.5 million recorded as an increase in common stock. The value assigned was determined by an independent appraiser using the Black-Scholes method. The Company is engaged in certain legal actions arising in the ordinary course of business. The Company believes it has adequate legal defenses and believes that the ultimate outcome of these actions will not have a material effect on the Company's consolidated financial position or results of operations or liquidity, although there can be no assurance as to the outcome of such litigation. 8. Stock Repurchase On July 25, 2000 the Company announced that the Board of Directors had authorized the repurchase of up to 3.0 million shares of the Company's common stock. As of September 30, 2000, the Company has repurchased a total of 645,000 shares of common stock at a cost of $5.1 million and approximately 2.355 million shares remain authorized for repurchase. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Certain Forward-Looking Information Certain statements in this Report constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform Act"), including the first sentence of the fourth paragraph under "Broadcast Solutions Division" relating to the Company's products, the last sentence in the second paragraph under "Results of Operations" relating to International sales , the last sentence in the third paragraph under "Results of Operations" relating to pricing pressures, the last sentrence in the fourth paragraph under "Results of Operations" relating to engineering and product development resources, the last sentence of the sixth paragraph under "Results of Operations" relating to general and administrative expenses, the last sentence in the first paragraph under "Liquidity and Capital Resources" relating to Capital resources, the third sentence in the third paragraph under "Liquidity and Capital Resources" relating to investing securities, and the last sentence in the fourth paragraph under "Liquidity and Capital Reources" relating to cash proceeds from stock option securities. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among other things, the following: the Company's ability to manage growth; the risks associated with successfully integrating acquired businesses; the risks associated with dependence on resellers, contract manufacturers and other third-party relationships; the uncertainty of continued market acceptance of professional video products; significant fluctuations in the Company's operating results; the historical absence of backlog; the Company's highly competitive industry and rapid technological change within the Company's industry; the risks associated with development and introduction of new products; the need to manage product transitions; the risks associated with product defects and reliability problems; the risks associated with single source suppliers; the uncertainty of patent and proprietary technology protection and reliance on technology licensed from third parties; the risks of third party claims of infringement; the Company's dependence on retention and attraction of key employees; the risks associated with future acquisitions; the risks associated with international licensing and operations; general economic and business conditions; and other factors referenced in this Report. 11 Overview Pinnacle Systems, Inc. (the "Company") is a supplier of video authoring, storage, distribution and Internet streaming solutions for broadcasters, business and professional "desktop" users, and consumers. Pinnacle's products are used to create, store, and distribute video content from television programs, TV commercials, pay-per-view, sports videos, corporate films to home movies. In addition, Pinnacle's products are increasingly being used to stream video over the Internet. Expanding distribution channels including cable television, direct satellite broadcast, video-on-demand, digital video disks (DVD) and the Internet have led to a rapid increase in demand for video content. This increasing demand for content to supply new and existing distribution channels is driving a need for affordable, easy-to-use video creation, storage, distribution and streaming tools. The Company's products use real time video processing and editing technologies to apply a variety of video post-production and on-air functions to multiple streams of live or recorded video material. These editing applications include the addition of special effects, graphics and titles. To address the broadcast market, the Company offers high performance, specialized computer based solutions for high-end, production, post-production, team sports analysis, broadcast on-air and Internet streaming applications. For the professional desktop market, the Company provides computer based video editing and media creation products, products used to create video content and solutions used to stream live and recorded video over the Internet. To address the consumer marketplace, the Company offers low cost, easy to use video editing and viewing solutions that allow consumers to view TV on their computer and to edit their home videos using a personal computer, camcorder and VCR. Many of the Company's consumer products enable content to be created that is suitable for the Internet. To focus resources to address the needs of these markets, Pinnacle has structured itself into three distinct divisions: Broadcast Solutions Division, Professional .Media Division and the Personal Web Video Division. Broadcast Solutions Division The Broadcast Solutions Division currently offers products that provide systems solutions to broadcasters. This includes products that provide real time digital effects, still image management and storage, and real time video character generation. Pinnacle also sells digital video servers for on-air video content distribution. These products generally include proprietary hardware and software and specialized control surfaces for rapid execution, especially for on-air applications. The primary broadcast products sold during fiscal 2000 were the DVExtreme, Lightning, Deko and Thunder and the Media Stream family of products. In addition, the Company sells BroadNet solutions, which is a network technology that enables the Company's broadcast products to be networked together for easy interoperability, and to exchange information through the Internet. In August 1999, the Company completed the acquisition of certain assets of the Video Communications Division of the Hewlett-Packard Company. The acquisition included key technologies, intellectual property, the MediaStream server family of products as well as most managers and employees from that division. The MediaSteam server family complements the Company's Thunder family, to provide a more complete line of broadcast quality video-server solutions. In February 2000, the Company introduced MediaStream 300, the newest member of the MediaStream family. The MediaStream 300 offers the high-quality, reliable playback and the comprehensive networking needed by today's broadcasters in an extremely compact, two-rack-unit package that is more affordable and more space efficient than previous MediaStream servers. In March 2000, the Company began shipping Rocket for FXDEko, a template-based tool that allows the generation of real-time 3D elements that can be automatically updated by live data streams. In September 2000, Broadcast began shipping the PDS 9000 video production switcher. The PDS 9000 was designed for broadcasters producing live video events such as news, sports and local interest programming. During the fiscal year ended June 30, 2000, the Company acquired Digital Editing Services, Inc. and Avid Sports, Inc. These companies supply sports editing software used by professional and school teams around the world. Combined, these businesses give Pinnacle a leading position in this important video market. In addition, Pinnacle acquired Montage, a provider of networked non-linear editing solutions including VorteXNews(TM) which gives users the ability to process, edit, store, broadcast and stream to the Internet live news and sports content entirely in the digital domain. These products are expected 12 to form the basis of Broadcast's Totally Networked News(TM) solutions family to create powerful and comprehensive media management, editing and streaming solutions for broadcasters and sports organizations. The Broadcast Solutions division accounted for approximately 38.5% and 33.7% of net sales in the three-month periods ended September 30, 2000 and 1999, respectively. Professional .Media Division The Professional .Media Division designs, manufactures, and sells media creation and delivery solutions combining powerful media production, editing, and authoring tools with leading edge visual effects solutions. .Media enables its customers to distribute rich integrated media content through traditional and new, internet-based, delivery methods. By combining the power of the Internet with Pinnacle Systems' rich media production and editing solutions heritage, the .Media division offers customers new ways to create value for their clients. .Media includes Pinnacle's webcasting solutions which emphasize the Company's goal to be a leading provider of solutions for the internet media-streaming marketplace. .Media's product offerings include Genie, Reeltime, DVD 2000, Commotion, StreamGenie and the TARGA family of products. In March 2000, the Company acquired Puffin, a provider of content creation solutions. Puffin sells an advanced set of software tools that includes Commotion(TM), an all-in-one solution that combines the power of the paintbrush with intuitive compositing and effects tools to deliver superior performance on the desktop. Commotion 3.0 began shipping in June 2000. Also in June 2000, .Media began shipping TARGA 3000, the Company's newest content creation and streaming platform. TARGA 3000 allows users to choose processing in DV, MPEG-2 or true uncompressed digital 601 format, and enables them to mix these formats on a single timeline. In October 2000, .Media announced the availability of CineWave, an uncompressed standard-definition (SD) video solution available for Apple's Power Mac G4. Based on the award winning TARGA architecture, CineWave is a powerful solution for the Power Mac G4. For its class of webcasting solutions, .Media offers StreamGenie, a portable Webcasting solution for streaming live video programming over the Internet. The Company began shipping StreamGenie in June 2000. In March 2000, the Company announced the StreamFactory(TM) Web Media Encoder that targets Internet broadcasters who require real-time web encoding of live or previously produced content. The Company expects to begin shipping StreamFactory in December 2000. The .Media division accounted for approximately 21.1% and 23.0% of net sales in the three-month periods ended September 30, 2000 and 1999, respectively. Personal Web Video Division The Personal Web Video Division ("Web") combines the Company's high-end professional video product line with its consumer retail products. Professional products , targeted to the sophisticated end-user, are designed to provide high quality video capture, compression and decompression, editing and real time video manipulation capabilities for computer based video post-production systems. Professional products are integrated into the computer by a value-added reseller, an OEM, or the end user. Web also maintains alliances with computer manufacturers such as Dell and Compaq to provide professional workstations using Pinnacle solutions. Web's class of professional video capture and editing products includes miroVIDEO DC30, DC1000 and the DV500. Web's lower end consumer products provide complete video editing solutions that allow consumers to edit their home videos using their personal computer (PC), camcorder and VCR and recently announced a solution for capturing, editing and sharing video over the Internet. Web also sells products that allow consumers to watch TV, listen to FM radio and create their own videos on a PC. Web's consumer product line includes Studio DC10, Studio MP10, Studio PCTV and PCTV USB and Studio DV. Price points of consumer products are the lowest of all the Company's product lines and are marketed as computer peripherals. 13 In September 2000, Web announced Studio OnLine, one of the first consumer products to offer a complete integrated solution for capturing, editing and sharing video over the Internet. Studio OnLine comes with Pinnacle's powerful and easy-to-use video editing Studio software. In October 2000, Web announced immediate availability of Studio Basic for RealVideo(R), an easy-to-use video editing software for creating RealNetworks(R) RealVideo content. This product is the result of an alliance between Pinnacle and RealNetworks, Inc. Web's products are mostly distributed directly to retail outlets, through retail distributors such as Ingram Micro, and to value added resellers ("VARs"), and other resellers. Web also sells directly to end-users by accepting orders via the telephone and Internet. The Personal Web Video Division accounted for approximately 40.4% and 43.3% of net sales in the three-month periods ended September 30, 2000 and 1999 respectively. Results of Operations Net Sales. Net sales increased 24.4% to $62.8 million in the quarter ended September 30, 2000, from $50.4 million in the quarter ended September 30, 1999. Net sales increased in all three divisions. Broadcast sales increased 41.9% primarily due to the sale of products obtained through the acquisition of ASports. Broadcast sales also benefited from increased sales of its Deko line and revenues generated from sales of its new production switcher, the PDS 9000. In the .Media Division, net sales increased 14.3% to $13.3 million in the quarter ended September 30, 2000, from $11.6 million in the quarter ended September 30, 1999. This increase was due mostly to sales of the .Media's recent product releases, TARGA 3000 and Stream Genie. In the Web division, sales increased 16.2% to $25.4 million in the quarter ended September 30, 2000, from $21.8 million in the quarter ended September 30, 1999. This increase is due primarily to increased sales of the PCTV product line in Europe. In addition sales of Studio DV outgrew a decline in sales of other Studio products including the MP10 and DC10. Following is a summary of revenues from each division:
Increase Quarter ended September 30: 2000 % 1999 % (Decrease) -------- ----- -------- ----- ---------- Division Broadcast Solutions $24,137 38.5% $ 17,009 33.7% 41.9% Professional .Media 13,265 21.1% 11,608 23.0% 14.3% Personal Web Video 25,373 40.4% 21,830 43.3% 16.2% -------- ----- -------- ----- ---- $ 62,775 100.0% $ 50,447 100.0% 24.4% ======== ====== ======== ====== -----
International sales (sales outside of North America) increased 32.2% in the three-month period ended September 30, 2000 compared to the same period last year and accounted for approximately 51.8% and 48.8% of the Company's net sales, respectively. As a percentage of Pinnacle's total net sales, international sales The Company expects that international sales will continue to represent a significant portion of its total net sales. Gross Profit. Pinnacle distributes and sells its products to end users through the combination of independent domestic and international dealers and VARs, retail distributors, OEMs and, to a lesser extent, a direct sales force. Sales to dealers, VARs, distributors and OEMs are generally at a discount to the published list prices. The amount of discount, and consequently, the Company's gross profit, varies depending on the product, the channel of distribution, the volume of product purchased, and other factors. In addition to direct material costs, cost of sales consists primarily of costs related to the procurement of components and subassemblies, labor and overhead associated with procurement, assembly and testing of finished products, inventory management, warehousing, shipping, warranty costs, royalties and provisions for excess and shrinkage. In the three-month period ended September 30, 2000, total blended gross profit decreased to 42.3% from 55.8% in the three-month period ended September 30, 1999. Included in the cost of sales for the quarter ended September 30, 2000 is a $2.5 million inventory charge related to discontinued products and accessories primarily in the Broadcast and .Media divisions. Excluding the charge, blended gross profit would have been 46.2% in the quarter ended September 30, 2000. The decrease in margins was primarily reflected in the Broadcast division. Excluding a $1.3 million portion of the inventory charge, Broadcast margins dropped to 53.3% from 63.8% in the three-month periods ended September 30, 2000 and 1999, respectively. This decrease was due to a drop in MediaStream margins and a decrease in service revenues which generally provide more favorable margins. Pinnacle's margin also decreased due to changes in its overall mix of product sales and competitive pricing pressures especially in the Web Division. 14 Engineering and Product Development. Engineering and product development expenses include costs associated with the development of new products and enhancements of existing products and consist primarily of employee salaries and benefits, prototype and development expenses, depreciation and facility costs. Engineering and product development expenses increased 40.0% to $8.4 million in the three-month period ended September 30, 2000 from $6.0 million in the same period last year. As a percentage of sales, engineering and product development expenses were 13.3% in the three months ended September 30, 2000, versus 11.8% in the same period last year. The increase was due primarily to the acquisitions of Puffin, Montage, DES, and ASports. Pinnacle believes that investment in research and development is crucial to its future growth and position in the industry and expects to continue to allocate significant resources to all of its engineering and product development locations throughout the world. Sales and Marketing. Sales and marketing expenses include compensation and benefits for sales and marketing personnel, commissions, travel, advertising and promotional expenses including channel marketing funds and trade shows, and professional fees for marketing services. Sales and marketing expenses increased 32.9% to $15.6 million in the three-month period ended September 30, 2000, from $11.7 million in the same period last year. The increase was due to acquisitions of Puffin and ASports, expanded operations in Japan, and increased expenditures in North America and Europe. These increases reflect expenditures to achieve the Company's goal of increased sales and market share and expanded product awareness in new and existing markets throughout the world. As a percentage of net sales, expenditures increased to 24.8% in the three-month period ended September 30, 2000, from 23.2% in the same period last year. This increase reflects a growth in sales and marketing expenditures exceeding incremental sales. General and Administrative. General and administrative expenses consist primarily of salaries and benefits for administrative, executive, finance and MIS personnel, occupancy costs and other corporate administrative expenses. General and administrative expenses increased 38.5% to $3.8 million in the three months ended September 30, 2000, from $2.7 million in the three-month period ended September 30, 1999. As a percentage of total revenue, general and administrative expenses were 6.0% and 5.4% in each of the three-month periods ended September 30, 2000 and 1999, respectively. The increase in the absolute dollar amount of general and administrative expenses was primarily due to increased investment necessary to manage and support the Company's increased scale of operations. The increase also includes a reorganization charge of approximately $342,000 primarily related to severance and associated costs that were paid during the three-month period ended September 30, 2000. The Company anticipates that for the near future, its general and administrative expenses, as a percentage of net sales, should remain at approximately the same percentage as in fiscal 2000. Amortization of Acquisition-Related Intangible Assets. Amortization of acquisition-related intangible assets consists of amortization of goodwill and identifiable intangible assets mostly including core/developed technology, customer base, trademarks, favorable contracts and assembled workforce. These assets are being amortized using the straight-line method over periods ranging from three to nine years. The amortization increased 156.5% from $3.1 million in the three-month period ended September 30, 1999 to $7.9 million in the three-month period ended September 30, 2000. The increase is primarily related to amortization of additional goodwill and other intangibles resulting from the six acquisitions Pinnacle made during fiscal 2000. Acquisition Settlement. On September 30, 2000, the Company entered into an agreement with the former shareholders and option holders of ASports, Inc. wherein Pinnacle agreed to compensate each of them if the closing price of Pinnacle's common stock does not equal or exceed $23 per share for four consecutive trading days prior to May 31, 2001. If Pinnacle's share price does not reach this level, the value of the compensation to be paid shall be equal to the number of shares issued and options assumed in the acquisition (944,213 and 138,158, respectively) multiplied by the difference between Pinnacle's average closing stock price during the month of May, 2001 and $23 per share. Former shareholders of ASports would be compensated in shares of Pinnacle's common stock while the former option holders will be compensated in cash. On September 30, 2000, the Company recorded a charge of $13.3 million which represents the fair value of the arrangement on September 30, 2000 including $0.1 million in transaction fees. The Company recorded a liability of $1.7 million which represents the estimated cash payout to the option holders with the remaining $11.5 million recorded as an increase in common stock. The value assigned was determined by an independent appraiser using the Black-Scholes method. In-Process Research and Development. During the three month period ended September 30, 1999, the Company recorded an in-process research and development charge of $2.0 million relating to the acquisition of certain assets of the Video Communications Division of the Hewlett-Packard Company ("VID"). The acquired in-process research and development from VID relates to the development of the next generation of Media Stream products. The value assigned to purchased in-process research and development was determined by estimating the costs to develop the purchased in-process research and development into commercially viable product's; estimating the resulting net cash flows from such 15 projects; discounting the net cash flows back to the time of acquisition and applying an attribution rate based on the estimated percent complete considering the approximate stage of completion of the in-process technology at the date of acquisition. Interest Income, net. Net interest income and other consists primarily of interest income generated from the Company's investments in money market funds, government securities and commercial paper. In the three-month period ended September 30, 2000, interest income decreased approximately 36.3% to $514,000 from $807,000 in the same period last year. The decrease reflects a reduction in the Company's cash and marketable securities due to cash paid for acquisitions completed towards the end of fiscal 2000 in addition to cash paid to repurchase common stock. In addition, positive cash flows generated from Pinnacle's foreign operations and invested overseas obtain lower interest yields than investments made domestically. Income Tax Expense. Income taxes are comprised of federal, state and foreign income taxes. The Company did not record a provision for income taxes for the three-month period ended September 30, 2000. The Company recorded a provision for income taxes of $697,000 for the three-month periods ended September 30, 1999. The Company has provided a valuation allowance for a portion of its deferred tax assets as it is presently unable to conclude that all of the deferred tax assets are more likely than not to be realized. On June 30, 2000, the total valuation allowance was $9.3 million. As of June 30, 2000, the Company had federal and state net operating loss carryforwards of approximately $13.9 million and $5.7 million, respectively. The Company's federal net operating loss carryforwards expire in the years 2012 through 2020, if not utilized. The Company's state net operating loss expires in the years 2002 through 2005, if not utilized. In addition, the Company had federal research and experimentation credit carryforwards of $3.1 million which expire in the years 2001 through 2020, and state research and experimentation credit carryforwards of $2.3 million which have no expiration provision. Recent Accounting Pronouncements In December 1999, the Securities and Exchange Commission ("SEC") released Staff Accounting Bulletin ("SAB") No. 101 "Revenue Recognition in Financial Statements". SAB No. 101 summarizes certain of the SEC's views in applying generally accepted accounting principles to revenue recognition. The Company will adopt SAB No. 101 in the fourth quarter of fiscal 2001. The Company is in the process of assessing the impact, if any, that the adoption of SAB No. 101 will have on its financial position or results of operations. In March 2000, the FASB issued Interpretation No. 44 "Accounting for Certain Transactions Involving Stock Compensation: an Interpretation of APB Opinion No. 25" ("FIN 44"). This interpretation clarifies the application of Opinion 25 for certain issues including: (a) the definition of employee for purposes of applying Opinion 25, (b) the criteria for determining whether a plan qualifies as a non-compensatory plan, (c) the accounting consequence of various modifications to the terms of a previously fixed stock option or warrant, and (d) the accounting for an exchange of stock compensation awards in a business combination. The Company adopted FIN 44 on July 1, 2000. The adoption of FIN 44 did not have a material effect on the Company's financial position or results of operations. In July 2000, the Emerging Issues Task Force ("EITF") reached a consensus on Issue No. 00-10, "Accounting for Shipping and Handling Fees and Costs." The EITF concluded that amounts billed to a customer related to shipping and handling represent revenues. Issue No. 00-10 is expected to be implemented in the same quarter as SAB No. 101. The Company does not expect the adoption of Issue No. 00-10 to have a material impact on its financial position or results of operations. In May 2000, the EITF reached a consensus on Issue No. 00-14, "Accounting for Certain Sales Incentives." Issue No. 00-14 addresses the recognition, measurement, and income statement classification for sales incentives offered voluntarily by a vendor without charge to customers that can be used in, or that are exercisable by a customer as a result of a single exchange transaction. Issue No. 00-14 is expected to be implemented in the same quarter as SAB No. 101. The Company does not expect the adoption of Issue No. 00-14 to have a material impact on its financial position or results of operations. 16 Liquidity and Capital Resources The Company has funded its operations to date through sales of equity securities as well as through cash flows from operations. As of September 30, 2000, the Company's principal sources of liquidity included cash, cash equivalents and marketable securities totaling approximately $56.2 million. The Company believes that the existing cash and cash equivalent balances as well as marketable securities and anticipated cash flow from operations will be sufficient to support the Company's current operations and growth for the foreseeable future. The Company's operating activities consumed $15.5 million in cash during the three months ended September 30, 2000. This was primarily attributable to the Company's net loss for the period in addition to the increase in inventories and the paydown of accounts payable and accrued expenses. Inventory management is an area of focus as Pinnacle balances the need to maintain strategic inventory levels to ensure competitive lead times and provide timely customer service versus the risk of inventory obsolescence because of rapidly changing technology and customer requirements. Cash was also used to pay down accounts payable and accrued obligations assumed through acquisitions and accrued through normal operations. During the three month period ended September 30, 2000, cash flow from investing activities increased primarily due to the maturation of the Company's investments in marketable securities. Cash flow used in investing activities included $1.1 million invested in property and equipment, compared to $2.9 million in the three months ended September 30, 1999. The high level of expenditures in the three-month period ended September 30, 1999 primarily reflects payments for leasehold improvements, furniture and equipment purchased for the Company's Mountain View facility expansion in August 1999 to accommodate increased headcount related to the VID acquisition and to fund the the Company's SAP implementation. As the Company continues to grow, it expects to incur ongoing purchases of property and equipment. Such capital expenditures will be financed from working capital. Cash flow from investing activities also includes payments related to acquisitions. In July 2000, the Company paid $3.4 million for the acquisition of Propel Ahead, Inc. which closed in June 2000. In the three-month period ended September 30, 1999, the Company paid $12.6 million related to the VID acquisition. Cash flows used in financing activities consisted mostly of cash paid to repurchase stock on the open market. On July 25, 2000 the Company announced that the Board of Directors had authorized the repurchase of up to 3.0 million shares of the Company's common stock. As of September 30, 2000, the Company repurchased a total of 645,000 shares of its common stock at a cost of $5.1 million. Approximately 2.355 million shares remain authorized for repurchase. Cash flows from the exercise of employee stock options decreased from $2.2 million in the three-month period ended September 30, 1999 to $67,000 in the three-month period ended September 30, 2000. This is due mainly to the recent drop in the market price of the Company's common stock. The Company may continue to experience a decrease in the cash proceeds from stock option exercises if the stock maintains a moderately low price level. 17 Factors Affecting Operating Results |X| There are various factors which may cause our net revenues and operating results to fluctuate. Our quarterly and annual operating results have varied significantly in the past and may continue to fluctuate because of a number of factors, many of which are outside our control. These factors include: - Increased competition and pricing pressure - Timing of significant orders from and shipments to major customers, including OEM's and our large broadcast accounts. - Timing and market acceptance of new products - Success in developing, introducing and shipping new products - Dependence on distribution channels through which our products are sold - Accuracy of our and our resellers' forecasts of end-user demand - Accuracy of inventory forecasts - Ability to obtain sufficient supplies from our subcontractors - Timing and level of consumer product returns - Foreign currency fluctuations - Costs of integrating acquired operations - General domestic and international economic conditions, such as the recent economic downturns in Asia and Latin America We also experience significant fluctuations in orders and sales due to seasonal fluctuations, the timing of major trade shows and the sale of consumer products in anticipation of the holiday season. Sales usually slow down during the summer months of July and August, especially in Europe. Also, we attend a number of annual trade shows which can influence the order pattern of products, including CEBIT in March, the NAB convention held in April and the IBC convention held in September. Our operating expense levels are based, in part, on our expectations of future revenue and, as a result, net income would be disproportionately affected by a shortfall in net sales. Due to these factors, we believe that quarter-to-quarter comparisons of our results of operations are not necessarily meaningful and should not be relied upon as indicators of future performance. |X| We are dependent on contract manufacturers and single or limited source suppliers for our components. If these manufacturers and suppliers do not meet our demand either in volume or quality, then we could be materially harmed. We rely on subcontractors to manufacture our desktop and consumer products and the major subassemblies of our broadcast products. We and our manufacturing subcontractors are dependent upon single or limited source suppliers for a number of components and parts used in our products, including certain key integrated circuits. Our strategy to rely on subcontractors and single or limited source suppliers involves a number of significant risks, including: - Loss of control over the manufacturing process - Potential absence of adequate capacity - Potential delays in lead times - Unavailability of certain process technologies - Reduced control over delivery schedules, manufacturing yields, quality and costs - Unexpected increases in component costs If any significant subcontractor or single or limited source supplier becomes unable or unwilling to continue to manufacture these subassemblies or provide critical components in required volumes, we will have to identify and qualify acceptable replacements or redesign our products with different components. Additional sources may not be available and product redesign may not be feasible on a timely basis. This could materially harm our business. Any extended interruption in the supply of or increase in the cost of the products, subassemblies or components manufactured by third party subcontractors or suppliers could materially harm our business. |X| We must retain key employees to remain competitive. If certain of our key employees leave or are no longer able to perform services for us, it could have a material adverse effect on our business. We may not be able to attract and retain a sufficient number of managerial personnel and technical employees to compete successfully. We believe that the efforts and abilities of our senior management and key technical personnel are very important to our continued success. Our success is dependent upon our ability to attract and 18 retain qualified technical and managerial personnel. There are not enough engineers, technical support, software services and managers available to meet the current demands of the computer industry. We may not be able to retain our key technical and managerial employees or attract, assimilate and retain such other highly qualified technical and managerial personnel as are required in the future. Also, employees may leave our employ and subsequently compete against us, or contractors may perform services for competitors of ours. If we are unable to retain key personnel, our business could be materially harmed. |X| We have grown rapidly and expect to continue to grow rapidly. If we fail to effectively manage this growth, our financial results could suffer. We have experienced rapid growth and anticipate that we will continue to grow at a rapid pace in the future. For example, net sales in fiscal 2000 were $238.0 million compared to $159.1 million in fiscal 1999, a 49.6% increase. In the three month period ended September 30, 2000, net sales increased 24.4% over the same period last year. As a result of internal growth and recent acquisitions, we have increased the number of employees significantly over the last two fiscal years and many are geographically dispersed, primarily throughout North America and Europe. This growth places increasing demands on our management, financial and other resources. We have built resources and systems to account for such growth, but continued or accelerated growth may require us to increase our investment in such systems, or to reorganize our management team. Such changes, should they occur, could cause an interruption or diversion of focus from our core business activities and have an adverse effect on financial results. |X| Any failure to successfully integrate the businesses we have acquired could negatively impact us. In June 2000, we acquired Avid Sports, Inc. and Propel Ahead, Inc., and in April 2000, we acquired Montage Group, Ltd. In January 2000, we acquired Synergy, Inc. In March 2000, we acquired Digital Editing Services, Inc. and Puffin Designs, Inc. Also, in 1999, we acquired the Video Communications Division of the Hewlett-Packard Company, Truevision, Inc. and Shoreline Studios, Inc. We may in the near- or long-term pursue additional acquisitions of complementary businesses, products or technologies. Integrating acquired operations is a complex, time-consuming and potentially expensive process. All acquisitions involve risks that could materially and adversely affect our business and operating results. These risks include: - Distracting management from the day-to-day operations of our business - Costs, delays and inefficiencies associated with integrating acquired operations, products and personnel - The potential to result in dilutive issuance of our equity securities - Incurring debt and amortization expenses related to goodwill and other intangible assets |X| Our stock price may be volatile. The trading price of our common stock has in the past and could in the future fluctuate significantly. The fluctuations have been or could be in response to numerous factors including: - Quarterly variations in results of operations - Announcements of technological innovations or new products by us, our customers or competitors - Changes in securities analysts' recommendations - Announcements of acquisitions - Changes in earnings estimates made by independent analysts - General fluctuations in the stock market Our revenues and results of operations may be below the expectations of public market securities analysts or investors. This could result in a sharp decline in the market price of our common stock. In July 2000, we announced that financial results for the fourth quarter of fiscal 2000, which ended June 30, 2000, would be lower than the then current analyst consensus estimates regarding Pinnacle's quarterly results. In the day following this announcement, our share price lost more than 59% of its value and our shares continue to trade in a price range significantly lower than the range held by our shares before this announcement. With the advent of the Internet, new avenues have been created for the dissemination of information. Pinnacle has no control over the information that is distributed and discussed on electronic bulletin boards and investment chat rooms. The motives of the people or organizations that distribute such information may not be in the best interest of Pinnacle and its shareholders. This, in addition to other forms of investment information including newsletters and research publications, could result in a sharp decline in the market price of our common stock. 19 In addition, stock markets have from time to time experienced extreme price and volume fluctuations. The market prices for high technology companies have been particularly affected by these market fluctuations and such effects have often been unrelated to the operating performance of such companies. These broad market fluctuations may cause a decline in the market price of our common stock. In the past, following periods of volatility in the market price of a company's stock, securities class action litigation has been brought against the issuing company. On July 18, 2000, a lawsuit entitled Jiminez v. Pinnacle Systems, Inc., et al., No. 00-CV-2596 was filed in the United States District Court for the Northern District of California against Pinnacle and certain officer and director defendants. We have publicly announced that we intend to defend the case vigorously. It is possible that additional similar litigation could be brought against us in the future. The securities class action lawsuit described above and any similar litigation which may be brought against Pinnacle could result in substantial costs and will likely divert management's attention and resources. Any adverse determination in such litigation could also subject us to significant liabilities. |X| If our products do not keep pace with the technological developments in the rapidly changing video post-production equipment industry, then we may be adversely affected. The video post-production equipment industry is characterized by rapidly changing technology, evolving industry standards and frequent new product introductions. The introduction of products embodying new technologies or the emergence of new industry standards can render existing products obsolete or unmarketable. Delays in the introduction or shipment of new or enhanced products, our inability to timely develop and introduce such new products, the failure of such products to gain significant market acceptance or problems associated with new product transitions could materially harm our business, particularly on a quarterly basis. We are critically dependent on the successful introduction, market acceptance, manufacture and sale of new products that offer our customers additional features and enhanced performance at competitive prices. Once a new product is developed, we must rapidly commence volume production. This process requires accurate forecasting of customer requirements and attainment of acceptable manufacturing costs. The introduction of new or enhanced products also requires us to manage the transition from older, displaced products in order to minimize disruption in customer ordering patterns, avoid excessive levels of older product inventories and ensure that adequate supplies of new products can be delivered to meet customer demand. In addition, as is typical with any new product introduction, quality and reliability problems may arise. Any such problems could result in reduced bookings, manufacturing rework costs, delays in collecting accounts receivable, additional service warranty costs and a limitation on market acceptance of the product. |X| If we do not effectively compete, our business will be harmed. The market for our products is highly competitive. We compete in the broadcast, desktop and consumer video production markets. We anticipate increased competition in each of the broadcast, desktop and consumer video production markets, particularly since the industry is undergoing a period of technological change and consolidation. Competition for our broadcast, consumer and video products is generally based on: - Product performance - Breadth of product line - Quality of service and support - Market presence - Price - Ability of competitors to develop new, higher performance, lower cost consumer video products Certain competitors in the broadcast, desktop and consumer video markets have larger financial, technical, marketing, sales and customer support resources, greater name recognition and larger installed customer bases than we do. In addition, some competitors have established relationships with current and potential customers of ours and offer a wide variety of video equipment that can be bundled in certain large system sales. Principal competitors in the broadcast market include: 20 Accom, Inc. Chyron Corporation Grass Valley Group Leitch Technology Corporation Matsushita Electric Industrial Co. Ltd. Quantel Ltd. (a division of Carlton Communications Plc) SeaChange Corporation Sony Corporation Tektronix, Inc. Principal competitors in the desktop and consumer markets are: Accom, Inc. Adobe Systems, Inc. Apple Computer Avid Technology, Inc. Dazzle Multimedia Digitel Processing Systems, Inc. Fast Multimedia Hauppauge Digital, Inc. Matrox Electronics Systems, Ltd. Media 100, Inc. Sony Corporation These lists are not all-inclusive. The consumer market in which certain of our products compete is an emerging market and the sources of competition are not yet well defined. There are several established video companies that are currently offering products or solutions that compete directly or indirectly with our consumer products by providing some or all of the same features and video editing capabilities. In addition, we expect that existing manufacturers and new market entrants will develop new, higher performance, lower cost consumer video products that may compete directly with our consumer products. We expect that potential competition in this market is likely to come from existing video editing companies, software application companies, or new entrants into the market, many of which have the financial resources, marketing and technical ability to develop products for the consumer video market. Increased competition in any of these markets could result in price reductions, reduced margins and loss of market share. Any of these effects could materially harm our business. We rely heavily on dealers and OEMs to market, sell and distribute our products. In turn, we depend heavily on the success of these resellers. If these resellers do not succeed in effectively distributing our products, then our financial performance will be negatively affected. These resellers may not effectively promote or market our products or they may experience financial difficulties and even close operations. Our dealers and retailers are not contractually obligated to sell our products. Therefore, they may, at any time: - Refuse to promote or pay for our products - Discontinue our products in favor of a competitor's product Also, with these distribution channels standing between us and the actual market, we may not be able to accurately gauge current demand for products and anticipate demand for newly introduced products. For example, dealers may place large initial orders for a new product just to keep their stores stocked with the newest products and not because there is a significant demand for them. As to consumer products offerings, we have expanded our distribution network to include several consumer channels, including large distributors of products to computer software and hardware retailers, which in turn sell products to end users. We also sell our consumer products directly to certain retailers. Rapid change and financial difficulties of distributors have characterized distribution channels for consumer retail products. These arrangements have exposed us to the following risks, some of which are out of our control: 21 - We are obligated to provide price protection to such retailers and distributors and, while the agreements limit the conditions under which product can be returned to us, we may be faced with product returns or price protection obligations - The distributors or retailers may not continue to stock and sell our consumer products. - Retailers and retail distributors often carry competing products |X| We may be unable to protect our proprietary information and procedures effectively. We must protect our proprietary technology and operate without infringing the intellectual property rights of others. We rely on a combination of patent, copyright, trademark and trade secret laws and other intellectual property protection methods to protect our proprietary technology. In addition, we generally enter into confidentiality and nondisclosure agreements with our employees and OEM customers and limit access to and distribution of our proprietary technology. These steps may not protect our proprietary information nor give us any competitive advantage. Others may independently develop substantially equivalent intellectual property or otherwise gain access to our trade secrets or intellectual property, or disclose such intellectual property or trade secrets. If we are unable to protect our intellectual property, our business could be materially harmed. |X| We may be adversely affected if we are sued by a third party or if we decide to sue a third party. There has been substantial litigation regarding patent, trademark and other intellectual property rights involving technology companies. In the future, litigation may be necessary to enforce any patents issued to us, to protect our trade secrets, trademarks and other intellectual property rights owned by us, or to defend us against claimed infringement. We are also exposed to litigation arising from disputes in the ordinary course of business. This litigation may: - Divert management's attention away from the operation of our business - Result in the loss of our proprietary rights - Subject us to significant liabilities - Force us to seek licenses from third parties - Prevent us from manufacturing or selling products Any of these results could materially harm our business. In the course of business, we have in the past received communications asserting that our products infringe patents or other intellectual property rights of third parties. We investigated the factual basis of such communications and negotiated licenses where appropriate. It is likely that in the course of our business, we will receive similar communications in the future. While it may be necessary or desirable in the future to obtain licenses relating to one or more of our products, or relating to current or future technologies, we may not be able to do so on commercially reasonable terms, or at all. These disputes may not be settled on commercially reasonable terms and may result in long and costly litigation. |X| Because we sell products internationally, we are subject to additional risks. Sales of our products outside of North America represented approximately 55% of net sales in the period ended June 30, 2000 and 61% of net sales in the year ended June 30, 1999. We expect that international sales will continue to represent a significant portion of our net sales. We make foreign currency denominated sales in many, primarily European, countries. This exposes us to risks associated with currency exchange fluctuations. In fiscal 2001 and beyond, we expect that a majority of our European sales will continue to be denominated in local foreign currency, including the Euro. Pinnacle has developed natural hedges for some of this risk in that most of the European operating expenses are also denominated in local currency. In addition to foreign currency risks, international sales and operations may also be subject to the following risks: - Unexpected changes in regulatory requirements - Export license requirements 22 - Restrictions on the export of critical technology - Political instability - Trade restrictions - Changes in tariffs - Difficulties in staffing and managing international operations - Potential insolvency of international dealers and difficulty in collecting accounts We are also subject to the risks of generally poor economic conditions in certain areas of the world, most notably Asia. These risks may harm our future international sales and, consequently, our business. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company transacts business in various foreign currencies but primarily the Euro and those of the U.K., and Japan. Accordingly, the Company is subject to exposure from adverse movements in foreign currency exchange rates. The Company currently does not use financial instruments to hedge local currency activity at any of its foreign locations. Instead, the Company believes that a natural hedge exists, in that local currency revenues substantially offsets the local currency denominated operating expenses. The Company assesses the need to utilize financial instruments to hedge foreign currency exposure on an ongoing basis. Fixed Income Investments The Company's exposure to market risk for changes in interest rates relates primarily to its investment portfolio of marketable securities. The Company does not use derivative financial instruments for speculative or trading purposes. The Company invests primarily in US Treasury Notes and high-grade commercial paper and generally holds them to maturity. Consequently, the Company does not expect any material loss with respect to its investment portfolio. The Company does not use derivative financial instruments in its investment portfolio to manage interest rate risk. The Company does, however, limit its exposure to interest rate and credit risk by establishing and strictly monitoring clear policies and guidelines for its fixed income portfolios. At the present time, the maximum duration of all portfolios is two years. The guidelines also establish credit quality standards, limits on exposure to any one issue, as well as the type of instruments. Due to the limited duration and credit risk criteria established in the Company's guidelines, the exposure to market and credit risk is not expected to be material. PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: 10.23 Settlement agreement by and among Pinnacle Systems Inc. and those former stockholders of Avid Sports, Inc. 27.1 Financial Data Schedule (b) Reports on Form 8-K On July 14, 2000, the Company filed a report on Form 8-K announcing the Company's acquisition of Avid Sports, Inc. On July 27, 2000, the Company filed a report on Form 8-K announcing its preliminary sales and earnings figures for the fourth quarter of fiscal 2000, its final earnings for the fourth quarter of fiscal 2000, and the filing of a securities class action lawsuit against the Company and certain of its officers. 23 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. PINNACLE SYSTEMS, INC. Date: November 14, 1999 By: /s/Mark L. Sanders --------------------------------- Mark L. Sanders President, Chief Executive Officer and Director Date: November 14, 1999 By: /s/Arthur D. Chadwick --------------------------------- Arthur D. Chadwick Vice President, Finance and Administration and Chief Financial Officer 24 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. PINNACLE SYSTEMS, INC. Date: November 14, 1999 By: --------------------------------- Mark L. Sanders President, Chief Executive Officer and Director Date: November 14, 1999 By: --------------------------------- Arthur D. Chadwick Vice President, Finance and Administration and Chief Financial Officer EX-10.23 2 0002.txt SETTLEMENT AGREEMENT Execution Copy SETTLEMENT AGREEMENT THIS SETTLEMENT AGREEMENT is made and entered into as of this ____ day of September, 2000 by and among Pinnacle Systems Inc., a California corporation ("Pinnacle") and, those former stockholders of Avid Sports, Inc. ("Avid Sports") listed on Schedule A hereto (each of such former stockholders being referred to individually as a "Stockholder" and collectively as the "Stockholders"). WHEREAS, Pinnacle and the Stockholders are parties to that certain Stock Acquisition and Exchange Agreement dated as of June 29, 2000 (the "Stock Acquisition and Exchange Agreement") by and among Pinnacle, Avid Sports, the stockholders of Avid Sports, David Grandin as the stockholders' representative (the "Stockholders' Representative") and XstreamSports, Inc. (formerly known as Brendan Corp ("XstreamSports")), pursuant to which Pinnacle acquired on June 30, 2000 all of the issued and outstanding capital stock of Avid Sports in exchange for shares of Pinnacle's common stock (the "Acquisition"); WHEREAS, on July 11, 2000, prior to the opening of trading, Pinnacle announced that its net sales and earnings for the fourth quarter of its fiscal year ended June 30, 2000 would be below its prior expectations for the quarter; WHEREAS, on July 11, 2000, the closing sales price of Pinnacle's common stock on the Nasdaq National Market fell to $9.1875, which represented a decline of $13.4375, from the closing sales price of Pinnacle's common stock on July 10, 2000 of $22.635. WHEREAS, Pinnacle acknowledges that the sharp decline in the market price of Pinnacle's common stock has had a significant and adverse impact upon the consideration which the Stockholders expected to receive in the Acquisition; WHEREAS, Pinnacle intended that the Stockholders receive fair consideration in connection with the Acquisition and is prepared, subject to the terms and conditions hereinafter set forth, to release certain shares of Pinnacle common stock held by the Stockholders from escrow and, if necessary, to issue to the Stockholders additional shares of its common stock in order to ensure that the Stockholders receive fair consideration in connection with the Acquisition; WHEREAS, in light of Pinnacle's undertaking and agreement to release from escrow certain shares of Pinnacle common stock owned by the Stockholders and, if necessary, to issue to the Stockholders additional shares of Pinnacle common stock, the Stockholders are prepared to resolve and release certain claims which they may have against Pinnacle; NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows: 1. Release of Shares from Escrow. As of the date hereof, State Street Bank and Trust Company (the "Escrow Agent") holds in escrow 188,862 shares of Pinnacle common stock (the "Escrow Shares") pursuant to the Stock Acquisition and Exchange Agreement and an Escrow Agreement dated as of June 30, 2000 by and among Pinnacle, the Stockholders' Representative and the Escrow Agent (the "Escrow Agreement"). Pinnacle hereby agrees to give the Escrow Agent and the Stockholders' Representative written notice not later than September 30, 2000 authorizing the Escrow Agent to immediately release to the Stockholders that number of Escrow Shares set forth opposite such Stockholder's name on Schedule A annexed hereto. Each Stockholder acknowledges and agrees that the Escrow Shares so released to such Stockholder pursuant to this Section 1 shall remain subject to claims for indemnification which may be made by the Buyer's Indemnified Parties (as defined in the Stock Acquisition and Exchange Agreement) pursuant to, and subject to the limitations set forth in, Article XIII of the Stock Acquisition and Exchange Agreement, provided, however, that any claim for indemnification by the Stockholders which is made by any of the Buyer's Indemnified Parties pursuant to Article XIII, other than an Article V Claim (as defined in the Stock Acquisition and Exchange Agreement), is made proportionately against the Escrow Shares of all of the Stockholders. Pinnacle acknowledges and agrees that (i) that any claim for indemnification by the Stockholders which is made by any of the Buyer's Indemnified Parties pursuant to Article XIII of the Stock Acquisition and Exchange Agreement, other than an Article V Claim, shall be made proportionately against the Escrow Shares, including those released pursuant to this Section 1 and (ii) the value of any Escrow Shares to be surrendered to Pinnacle by any Stockholder in order to satisfy any such claim for indemnification shall be deemed to be $22.51875, as originally set forth in Section 3(g) of the Escrow Agreement. Pinnacle also acknowledges and agrees that one of the purposes of releasing the Escrow Shares to the Stockholders pursuant to this Section 1 is to permit the Stockholders greater flexibility and possible liquidity with respect to their investments. Accordingly, Pinnacle acknowledges and agrees that, notwithstanding the fact that the Escrow Shares are subject to claims for indemnification by the Buyer's Indemnified Parties, a Stockholder may elect to sell or otherwise transfer any Escrow Shares released pursuant to this Section 1, free of any restrictions other than those imposed under applicable federal and state securities laws, and satisfy any such indemnification claim either by surrender to Pinnacle of other shares of Pinnacle common stock valued on the same basis as the Escrow Shares ($22.51875 per share) or by payment to Pinnacle of an equivalent amount in cash. 2. Issuance of Additional Shares. 2.1. Conditions to Issuance; Calculation of Additional Shares to be Issued. In the event that the closing sales price of Pinnacle's common stock on the Nasdaq National Market does not, for any four (4) consecutive trading days on which the registration statement filed pursuant to Article XIV of the Stock Acquisition and Exchange Agreement is effective and the use of which is not suspended during the period commencing on the date of this Settlement Agreement and ending on May 31, 2001, equal or exceed $23.00 per share (the "Target Price", which price shall be equitably adjusted in the event of a stock dividend, stock split, combination, reclassification or other similar event), then Pinnacle shall issue on or before June 15, 2001 to each of the Stockholders additional shares of Pinnacle common stock (the "Additional Shares"), the number of Additional Shares to be issued to each Stockholder to be equal to the number obtained by dividing such Stockholder's Target Share Value (as defined in Section 2.2 below) by the Average Closing Price (as defined in Section 2.2 below). Any Additional Shares issued pursuant to this Settlement Agreement will, when issued and delivered in accordance with this Settlement Agreement, be duly authorized, validly issued, fully paid, and non-assessable and free -2- from any preemptive right created by statute, Pinnacle's Certificate of Incorporation, or Pinnacle's Bylaws or pursuant to any agreement; provided, however, that any Additional Shares to be issued under this Settlement Agreement will be subject to restrictions on transfer under applicable federal and state securities laws. 2.2. Definitions for Additional Share Calculations. For the purposes of this Section 2, the following terms shall have the following meanings: (a) Average Closing Price. The "Average Closing Price" shall be average of the last sales prices of Pinnacle common stock as reported on the Nasdaq National Market for those trading days during the period commencing May 1, 2001 and ending May 31, 2001, equitably adjusted in the event of a stock dividend, stock split, combination, reclassification or other similar event occurring during such period. (b) Target Share Value. "Target Share Value" shall mean the amount obtained by multiplying the number of shares of Pinnacle common stock which were acquired by a Stockholder in the Acquisition (including the Escrow Shares and equitably adjusted in the event of a stock dividend, stock split, combination, reclassification or other similar event) by the difference between (i) the Target Price and (ii) the Average Closing Price. 2.3. Termination of Obligation to Issue Additional Shares. Notwithstanding any other provision of this Section 2 to the contrary, in the event that the closing sales price of Pinnacle's common stock on the Nasdaq National Market equals or exceeds the Target Price on any four (4) consecutive trading days on which the registration statement filed pursuant to Article XIV of the Stock Acquisition and Exchange Agreement is effective and the use of which is not suspended during the period commencing on the date of this Settlement Agreement and ending on May 31, 2001, then Pinnacle shall have no obligation to issue any Additional Shares and Pinnacle's obligations under Sections 2 and 4 hereof shall terminate. 3. Tax Treatment. The issuance of any Additional Shares pursuant to this Settlement Agreement shall be accounted for and treated as an adjustment to the consideration delivered to the Stockholders under the Stock Acquisition and Exchange Agreement. The parties hereto acknowledge and agree that they continue to believe that the Acquisition qualifies as a reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code") and will consistently treat it as such a reorganization for federal income tax purposes. 4. Registration of Additional Shares. 4.1. Registration. On or before June 29, 2001, Pinnacle shall prepare for filing and file with the Securities and Exchange Commission (the "SEC") a registration statement under the Securities Act of 1933, as amended (the "Securities Act") on Form S-3 (or any successor short form registration involving a similar amount of disclosure) for resale of all of any Additional Shares issued to the Stockholders pursuant to this Settlement Agreement to be made on a continuous basis pursuant to Rule 415 of the Securities Act (the "Registration Statement"). Pinnacle will use reasonable efforts to cause such Registration Statement to become effective and remain continuously effective until July 31, 2002, except as such period may be extended pursuant to the provisions of this Section 4.1. Pinnacle may, upon written notice to the Stockholders, suspend the Stockholders' use of the Registration Statement for a reasonable -3- period not to exceed sixty (60) days if Pinnacle in its reasonable judgment believes it may possess material nonpublic information the disclosure of which at that point in time in its reasonable judgment would have a material adverse effect on Pinnacle and its subsidiaries taken as a whole but such suspension right shall not be exercised more than once, and Pinnacle shall increase the time period during which it must keep such Registration Statement effective for a period of time equal to the lesser of (i) that of such suspension period plus any period for which the effectiveness of the Registration Statement shall be extended pursuant to Section 4.7(b) or (ii) the period prior to which the Additional Shares are eligible for sale pursuant to Rule 144(k). 4.2. Covenants of the Stockholders. The Stockholders covenant and agree that the Stockholders shall provide to Pinnacle on a timely basis such consents, representations and information and execute such documents as may reasonably be required by Pinnacle or any underwriter in connection with such registration. 4.3. Expenses. The expenses of registration and sale of Additional Shares pursuant to Section 4.1 will be paid by Pinnacle. For purposes of this Section 4.3, the term "expenses" shall include federal, state and other registration and qualification fees, legal fees and expenses for Pinnacle's counsel (but excluding the fees and expenses, if any, of counsel or other advisors to the Stockholders), auditing and accounting expenses incurred by Pinnacle in connection with the registration, printing and other related expenses including salary and related overhead expenses of employees of Pinnacle for time expended by such employees. The Stockholders shall be responsible for the fees and expenses of their counsel and any other advisors and for any brokers' commissions or underwriting discounts incurred in connection with sales of Additional Shares under Section 4.1. 4.4. Exclusive Obligation to Register. Except as provided in this Section 4, Pinnacle will have no obligation to register under the Securities Act any Additional Shares received by the Stockholders pursuant to this Settlement Agreement. 4.5. State Securities Laws. In connection with the registered offering of any Additional Shares pursuant to this Settlement Agreement, Pinnacle will take such action as may be necessary to qualify or register Additional Shares to be sold under the securities or "blue-sky" laws of such jurisdictions as may be reasonably requested by the Stockholders; provided, however, that Pinnacle will not be obligated to qualify as a foreign corporation to do business under the laws of any such jurisdiction in which it is not then qualified or to file any general consent to service of process. 4.6. Indemnification and Contribution. (a) To the extent permitted by law, Pinnacle will indemnify and hold harmless each of the Stockholders, their respective officers and directors, any underwriter (as defined in the Securities Act) and each person, if any, who controls such Stockholders or such underwriter within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue or alleged untrue statement of any material fact contained or expressly incorporated by reference in any registration statement filed pursuant to the terms of this Settlement Agreement, including any preliminary prospectus or final prospectus -4- contained therein or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, and will reimburse each of the Stockholders and their respective officers and directors and each such underwriter or controlling person for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this Section 4.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of Pinnacle (which consent shall not be unreasonably withheld or delayed) nor shall Pinnacle be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in connection with such registration statement, preliminary prospectus, final prospectus or amendment or supplement thereto in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by the Stockholders or any person controlling the Stockholders or by any such underwriter selected by the Stockholders, or any person controlling such underwriter. (b) To the extent permitted by law, each Stockholder will, severally, indemnify and hold harmless Pinnacle, its directors, its officers who have signed such registration statement, each person, if any, who controls Pinnacle within the meaning of the Securities Act and any underwriter (as defined in the Securities Act) against any losses, claims, damages or liabilities to which Pinnacle or any such director, officer, controlling person, or underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any untrue or alleged untrue statement of any material fact contained or expressly incorporated by reference in any registration statement filed pursuant to the terms of this Settlement Agreement, including any preliminary prospectus or final prospectus contained therein or any amendment or supplement thereto, or arise out of or based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in such registration statement, preliminary prospectus, final prospectus, or amendments or supplements thereto, in reliance upon and in conformity with written information furnished by such Stockholders expressly for use in connection with such registration; and such Stockholder will reimburse any legal or other expenses reasonably incurred by Pinnacle or any such director, officer, controlling person, or underwriter in connection with investigating or defending any such loss, claim, damage, liability or action. It is agreed that the indemnity agreement contained in this Section 4.6(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying party (which consent shall not be unreasonably withheld or delayed) and provided further that no Stockholder will have any liability under this Section 4.6(b) in excess of the product obtained by multiplying (i) the Average Closing Price by (ii) the number of Additional Shares issued to such Stockholder pursuant to this Agreement. (c) If the indemnification provided for in Section 4.6(a) and (b) hereof is unavailable to a person entitled to indemnification hereunder, then each person that would have been an indemnifying party hereunder will, in lieu of indemnifying such indemnified party, -5- contribute to the amount paid or payable by such indemnified person for which indemnification is provided herein in such proportion as is appropriate to reflect the relative fault of the indemnifying party and such indemnified party, respectively, in connection with the statements or omissions which resulted in the loss, damages, etc. underlying such indemnification obligations. Relative fault will be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied in writing by the indemnifying party or such indemnified party and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Pinnacle and the Stockholders agree that it would not be just and equitable if contribution pursuant to this Section 4.6(c) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to above in this Section 4.6(c). No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. (d) Promptly after receipt by a party indemnified under this Section 4.6 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 4.6, notify the indemnifying party in writing of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties. The failure to notify any indemnifying party promptly of the commencement of any such action, shall not relieve such indemnifying party of any liability to the indemnified party under this Section 4.6, except to the extent that such indemnifying party is actually prejudiced thereby. 4.7. Miscellaneous Provisions Regarding Registration. (a) Upon effecting any registration of Additional Shares hereunder, Pinnacle will: (i) prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all of Additional Shares for the time period specified in Section 4.1 hereof; (ii) furnish to each of the Stockholders and to any underwriter of Additional Shares such number of copies of the Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such registration statement (including each preliminary prospectus and summary prospectus) or filed under Rule 424(b) under the Securities Act in accordance with Rule 430A thereunder, in conformity with the requirements of the Securities Act, such documents incorporated by reference in the Registration Statement or such prospectus, and such other documents as the Stockholders or any underwriter of Additional Shares may reasonably request in order to facilitate the disposition of Additional Shares registered in such registration statement; -6- (iii) promptly notify each of the Stockholders at any time when a prospectus relating to a Registration Statement is required to be delivered under the Securities Act, of the occurrence of any event as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and at the request of any Stockholder prepare and furnish to such Stockholder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Additional Shares, such prospectus will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; (iv) provide a transfer agent for Pinnacle's common stock no later than the effective date of the Registration Statement; (v) cause Additional Shares to be listed on the Nasdaq National Market; (vi) enter into such customary agreements and take all such other action in connection therewith as the Stockholders may reasonably request in order to expedite or facilitate the disposition of such Additional Shares; and (vii) if such registration is in connection with an underwritten offering of securities, furnish to the Stockholders a signed counterpart, addressed to the Stockholders, of (i) any opinion of counsel to Pinnacle being delivered to the underwriter in connection with such underwritten offering dated the effective date of the registration statement, and (ii) any "comfort" letter signed by the independent public accountants of Pinnacle being delivered to the underwriter in connection with such underwritten offering. (b) Each Stockholder will, upon receipt of any notice from Pinnacle of the occurrence of any event of the kind described in Section 4.7(a)(3) hereof, discontinue disposition of Additional Shares pursuant to the Registration Statement until Stockholder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 4.7(a)(3) hereof, which supplemented or amended prospectus shall be made available to the Stockholders as soon as possible. The period of time during which Pinnacle is obligated to maintain the effectiveness of the Registration Statement under Section 4.1 above shall be extended by the number of days of any such discontinuance. 4.8. Reports Under the Exchange Act. With a view toward making available to the Stockholders the benefits of Rule 144 promulgated under the Securities Act ("Rule 144") and any other rule or regulation of the SEC that may at any time permit a Stockholder to sell securities of Pinnacle to the public without registration, Pinnacle agrees to: (a) make and keep public information available, within the meaning of Rule 144, at all times; -7- (b) file with the SEC in a timely manner all reports and other documents required of Pinnacle under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and (c) furnish to any Stockholder forthwith upon request a written statement by Pinnacle that it has complied with the reporting requirements of Rule 144, and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report, and such other reports and documents filed by Pinnacle with the SEC as may reasonably be requested in availing any such holder to take advantage of any rule or regulation of the SEC permitting the selling of any Additional Shares without registration. 4.9. Transfer of Registration Rights. The registration rights of any Stockholder (and of any permitted transferee of any Stockholder or other permitted transferee) under this Settlement Agreement may be transferred (i) to any transferee who acquires at least 25% of Additional Shares acquired by any Stockholder directly or indirectly from such Stockholder other than pursuant to a sale which is registered under the Securities Act or which is exempt from such registration requirements pursuant to Rule 144 or (ii) to any Related Person (as defined below) of such Stockholder; provided that in either case the transferee executes an instrument agreeing to be bound by the terms and conditions of Section 4 of this Settlement Agreement. Prompt notice shall be given to Pinnacle with respect to any such transfer stating the name and address of any permitted transferee. For purposes of this Section 4.9, "Related Person" shall mean (a) in relation to any individual, (1) any spouse, parent or issue of such individual or any spouse of any such issue, (2) any trust for the benefit of any one or more of such individual, any spouse, parent or issue of such individual, and any spouse of any such issue, and (3) any legal representative of any of such individual, any spouse, parent or issue of such individual and any spouse of any such issue; (b) in relation to any trust, any settlor or any beneficiary thereof; (c) in relation to the estate of any individual, (1) any legal representative of such estate, (2) any legatee or heir of such individual or (3) any trust for the benefit of any one or more of such legatees and heirs; and (d) in relation to any other Stockholder, any Stockholder Affiliate (as defined below) of such Stockholder. For purposes of this Section 4.9, the word "issue" shall also include issue by adoption; and the word "spouse" shall not include a spouse from whom an individual is legally separated or in the process of obtaining a separation or divorce. For purposes of this Section 4.9, "Stockholder Affiliate" shall mean with respect to any person, any person or entity that directly or indirectly controls, is controlled by, or is under common control with, such person. 5. Release of Claims. In consideration of the undertaking and agreements of Pinnacle set forth in this Settlement Agreement, each of the Stockholders, on his, her or its own behalf and on behalf of his, her or its, agents, affiliates, heirs, successors, assigns and legal representatives, hereby release and forever discharge Pinnacle and their affiliates and their respective officers, directors, employees, agents, attorneys, successors, assigns and legal representatives (each being referred to individually as a "Releasee" and collectively as the "Releasees") from any and all claims, demands, suits, proceedings, or causes of action, including, without limitation, any claim for breach of the Stock Acquisition and Exchange Agreement and any claim for violation of federal or state securities laws, arising out of or relating to any statement made or adopted by Pinnacle or any of its officers, directors, employees or agents regarding expectations with respect to Pinnacle's net sales or earnings for the fourth -8- quarter of its fiscal year ended June 30, 2000 or Pinnacle's failure to disclose at any time prior to July 11, 2000 that its net sales and earnings for the fourth quarter of its fiscal year ended June 30, 2000 would be below prior expectations; provided, however, that nothing contained in this Section 5 shall operate to release Pinnacle from or otherwise affect, any of Pinnacle's obligations under this Settlement Agreement. 6. General Provisions. 6.1. Amendment, Waiver and Consent. No waiver of any provision of this Settlement Agreement, nor any consent granted hereunder, shall in any event be effective, unless the same shall be in writing and signed by the party granting such waiver or consent and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment to this Settlement Agreement shall be effective unless in writing and signed by Pinnacle and the Stockholders. 6.2. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed given if delivered personally or by commercial messenger or courier service, or mailed by registered or certified mail (return receipt requested) or sent via facsimile (with acknowledgement of complete transmission) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice), provided, however, that notices sent by mail will not be deemed given until received: (a) If to Pinnacle: Pinnacle Systems, Inc. 280 N. Bernardo Avenue Mountain View, CA 94093 Attention: President and Chief Executive Officer Telephone No: (650) 526-1600 Facsimile No: (650) 526-1601 With a copy to: Brown, Rudnick, Freed & Gesmer One Financial Center Boston, MA 02111 Attention: Paul J. Hartnett, Jr., Esq. Telephone No: (617) 856-8200 Facsimile No: (617) 856-8201 (b) If to any Stockholder, to address of such Stockholder set forth on the signature pages hereto With a copy to: -9- Bingham, Dana LLP 150 Federal Street Boston, MA 02110 Attention: Julio E. Vega, Esq. Telephone No: (617) 951-8000 Facsimile No: (617) 951-8736 6.3. Publicity and Disclosures. No public release or any public disclosure, either written or oral, of the transactions contemplated by this Settlement Agreement shall be made without the prior knowledge and written consent of both Pinnacle and the Stockholders, provided, however, that, notwithstanding the foregoing, any party shall be free to make such public announcements and disclosure regarding this Settlement Agreement, in such form and at such times, as such party reasonably believes are necessary in order to comply with applicable federal and state securities laws, without prior consent of any other party. 6.4. Counterparts and Effectiveness. This Settlement Agreement may be executed simultaneously in two or more counterparts, each of which when executed and delivered shall be deemed an original, but all of which together shall constitute one and the same Settlement Agreement, and all signatures need not appear on any one counterpart. This Settlement Agreement shall only be effective when executed and delivered by all of the parties hereto. 6.5. Parties in Interest. This Settlement Agreement, together with the schedules hereto, which schedules are incorporated herein by their reference, shall be binding and inure to the benefit of the parties named herein and their respective heirs, legal representatives, successors and assigns. This Settlement Agreement is not assignable by any party hereto except to the extent otherwise provided in Section 4.9 hereof. 6.6. Entire Agreement. This Settlement Agreement, including the schedules attached hereto, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all other representations, warranties, agreements and understandings among the parties with respect to the subject matter hereof. 6.7. Governing Law. This Agreement shall be governed by and construed in accordance with the internal, substantive laws of the Commonwealth of Massachusetts (other than any conflict of laws rule which might result in the application of the laws of any other jurisdiction). 6.8. Arbitration. Any claim or dispute arising out of or related to this Settlement Agreement, or the interpretation, making, performance, breach or termination thereof, shall be finally settled by binding arbitration in Boston, Massachusetts in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitrator(s) shall have the authority to grant any equitable and legal remedies that would be available in any judicial proceeding instituted to resolve a dispute. Such arbitration shall be conducted by a single arbitrator chosen by mutual agreement of Pinnacle and those Stockholders who then hold a majority of the sum of (i) those shares of Pinnacle common stock which were issued by Pinnacle in connection with the Acquisition and which are then still -10- held by the Stockholders and (ii) any Additional Shares which have been issued by Pinnacle pursuant to this Settlement Agreement and which are then still held by the Stockholders. Failing such agreement, the arbitration shall be conducted by three independent arbitrators, none of whom shall have any competitive interests with Pinnacle, Avid Sports, the Stockholders or XstreamSports. Pinnacle shall choose one such arbitrator. The second arbitrator shall be chosen by those Stockholders who then hold a majority of the sum of (i) those shares of Pinnacle common stock which were issued in connection with the Acquisition and which are then still held by the Stockholders and (ii) any Additional Shares which have been issued by Pinnacle pursuant to this Settlement Agreement and which are then still held by the Stockholders. Such two arbitrators shall mutually select a third arbitrator. Any decision of two such arbitrators shall be binding on all of the parties to this Settlement Agreement. The parties to the arbitration may apply to a court of competent jurisdiction for a temporary restraining order, preliminary injunction or other interim or conservatory relief, as necessary, without breach of this arbitration provision and without abridgement of the powers of the arbitrator(s). Each party shall pay his, her or its own costs and expenses (including counsel fees) of any such arbitration, except that the arbitrator(s) can compel one party to pay all or a portion of another party's reasonable costs and expenses, including without limitation AAA administrative fees, arbitrator fees, attorney's fees, expert fees, witness fees, travel expenses and out of pocket expenses. 6.9. Headings. The section and other headings contained in this Settlement Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Settlement Agreement. 6.10. Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Settlement Agreement and, therefor, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party responsible for drafting such agreement or document. 6.11. Expenses. Pinnacle will bear all costs and expenses, including reasonable legal fees and expenses of Bingham Dana LLP, counsel to the Stockholders, the Stockholders' Representative or XstreamSports incurred in connection with the negotiation, execution and delivery of this Settlement Agreement, provided that the aggregate of such costs and expenses do not exceed $10,000. 6.12. Tax Consequences. Each of the Stockholders represents and warrants to Pinnacle and Avid Sports that such Stockholder has consulted with and relied upon the advice of such Stockholder's own counsel and tax advisors concerning the federal, state, local and foreign tax consequences of the transactions contemplated by this Agreement upon (i) the tax treatment of the Acquisition and (ii) such Stockholder's individual tax position generally. Each of the Stockholders acknowledges and agrees that neither Pinnacle nor Avid Sports shall have any liability or obligation to any of them arising out of or relating to the tax consequences of the transactions contemplated by this Settlement Agreement upon (i) the tax treatment of the Acquisition or (ii) the tax position of any Stockholder. [Remainder of Page Intentionally Left Blank] -11- IN WITNESS WHEREOF, each of the parties has caused this Settlement Agreement to be duly executed as an instrument under seal all as of the date first written above. PINNACLE SYSTEMS, INC. By:____________________________________________ Name: Title STOCKHOLDER Name:__________________________________________ Signature:_____________________________________ Address:_______________________________________ _______________________________________________ _______________________________________________ -12- Schedule A ---------- Distribution of Escrow Shares ----------------------------- Name and Address of Stockholder No. of Escrow Shares ---------------- -------------------- Aeder, Karl 1,625 4 Beech Road Westford, MA 01886 Avid Technology 46,430 Metro Tech Park One Park West Tewksbury, MA 01876 Barkley, John 26,929 4 Paradise Lane Hudson, NH 03051 Bienvenu, Mark 1,253 9222 Appleford Circle, Apt. 110 Owings Mills, MD 21117 Carpenter, Jeffrey 929 42 Trailridge Melissa, TX 75454 Clark, Mark 155 37 Sunset Road Somerville, MA 02144 Colony Investments 346 Vali Hi 4 Stacey Estates Road Warwick, WK02 Bermuda Connell, Michael 155 30 Barry Drive Tewksbury, MA 01876 Dapkus, Karen 2,105 111 Lille Road Nashua, NH 03062 Eccker, Randy 1,857 1659 South 152 Street Omaha, NE 68144 -13- Fay, Eugene 929 44 Manzanita Avenue San Francisco, CA 94118 Grandin, David 31,882 8 Crestwood Lane Nashua, NH 03062 Intel Corporation 20,751 2200 Mission College Blvd. Santa Clara, CA 95052-81199 Keshian, Daniel 2,322 45 Shannon Lane No. Andover, MA 01845 Lamaa, Fady 774 14 Starwood Crossing Andover, MA 01810 Maira, Ravi 93 26 College Hill Road Somerville, MA 02144 Menon, Krishna 3,869 27 Hemlock Drive Northboro, MA 01532 Moniz, Michael 1,393 18104 Antieam Court Tampa, FL 33647 Morrison, William 155 49 Rice Road Wayland, MA 01778 Murphy, David 1,547 14-5 Deer Path Street Maynard, MA 01754 O'Brien, Jennifer 155 8 Lois Street Methuen, MA 01844 -14- Quinn, Steven 478 30 Sewall Road Portsmouth, NH 03801 Racicot, Andrew 516 105 High Street Jefferson, MA 01522 Rhinehart, Craig 1,671 1618 Fremont Lane Vienna, VA 22182 Sauer, David 8 One Francis Street Woburn, MA 01801 Simmons, Robert 26,310 96 StageCoach Road No. Andover, MA 01845 Thomas, Alton 929 137 Peppers Rd, SE Rome, GA 30161 Thompson, Raymond 1,547 137 Green Street Bolton, MA 01740 Vint, Frederick 167 1401 NW 146th Street Edmond, OK 73013 Walsh, John, Jr. 3,095 17 Old Farm Way Chelmsford, MA 01824 Williams Communications 6,917 One Williams Place, 26th Floor Tulsa, OK 74172 Wilson, David 1,547 9 Bradley Road Andover, MA 01810 Xifaras, George 23 5 Launching Road Andover, MA 01810 -15- EX-27.1 3 0003.txt FINANCIAL DATA SCHEDULE
5 3-MOS JUN-30-2001 JUL-01-2000 SEP-30-2000 45,160,000 11,046,000 60,525,000 6,782,000 38,278,000 169,723,000 27,505,000 11,600,000 290,551,000 40,767,000 0 0 0 269,045,000 (29,872,000) 290,551,000 62,775,000 62,775,000 36,242,000 36,242,000 48,802,000 0 (514,000) (21,755,000) 0 (21,755,000) 0 0 0 (21,755,000) (0.43) (0.43)
-----END PRIVACY-ENHANCED MESSAGE-----