-----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, OGal8wTi67XWCMfjtDkOeNYNMNE2xBLg3a6H5g3ugcISHQCbSD5KvXltqW4IJQEJ hukK3KxQ4EMXXuQ0ST5fkQ== 0000891618-99-002262.txt : 19990517 0000891618-99-002262.hdr.sgml : 19990517 ACCESSION NUMBER: 0000891618-99-002262 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990331 FILED AS OF DATE: 19990514 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SANTA CRUZ OPERATION INC CENTRAL INDEX KEY: 0000851560 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 942549086 STATE OF INCORPORATION: CA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-21484 FILM NUMBER: 99623674 BUSINESS ADDRESS: STREET 1: 400 ENCINAL STREET STREET 2: PO BOX 1900 CITY: SANTA CRUZ STATE: CA ZIP: 95060 BUSINESS PHONE: 4084277172 10-Q 1 FORM 10-Q 1 ================================================================================ 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 March 31, 1999 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From _____________ to _______________ ------------------------------------ Commission File Number 0-21484 THE SANTA CRUZ OPERATION, INC. (Exact name of registrant as specified in this charter) CALIFORNIA 94-2549086 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 400 Encinal Street, Santa Cruz, California 95060 (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code (831) 425-7222 Indicate by check mark whether the registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] The number of shares outstanding of the registrant's common stock as of March 31, 1999 was 34,221,811. ================================================================================ 2 THE SANTA CRUZ OPERATION, INC. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999 TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Page a) CONSOLIDATED STATEMENTS OF OPERATIONS for the three and six months ended March 31, 1999 and 1998........ 1 b) CONSOLIDATED BALANCE SHEETS as of March 31, 1999 and September 30, 1998....................... 2 c) CONSOLIDATED STATEMENTS OF CASH FLOWS for the six months ended March 31, 1999 and 1998.................. 3 d) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ....................... 4 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS............................................. 6 PART II. OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS............... 11 ITEM 6. EXHIBITS.......................................................... 11 Signatures....................................................................... 12
3 PART I. FINANCIAL INFORMATION ITEM I. FINANCIAL STATEMENTS THE SANTA CRUZ OPERATION, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except earnings per share)
- ----------------------------------------------------------------------------------------------------- THREE MONTHS ENDED SIX MONTHS ENDED MARCH 31, MARCH 31, ------------------ ----------------- 1999 1998 1999 1998 (UNAUDITED) (UNAUDITED) - ----------------------------------------------------------------------------------------------------- NET REVENUES $ 55,738 $ 50,540 $108,444 $ 98,037 COST OF REVENUES 12,427 12,953 24,295 25,299 - ----------------------------------------------------------------------------------------------------- GROSS MARGIN 43,311 37,587 84,149 72,738 - ----------------------------------------------------------------------------------------------------- OPERATING EXPENSES: Research and development 10,287 10,411 20,177 21,170 Sales and marketing 23,612 19,187 46,669 38,806 General and administrative 5,777 4,250 10,350 8,854 - ----------------------------------------------------------------------------------------------------- Total operating expenses 39,676 33,848 77,196 68,830 - ----------------------------------------------------------------------------------------------------- OPERATING INCOME 3,635 3,739 6,953 3,908 OTHER INCOME (EXPENSE): Interest income, net 498 470 1,074 945 Other income (expense), net 446 (52) 436 49 - ----------------------------------------------------------------------------------------------------- Income before income taxes 4,579 4,157 8,463 4,902 Income taxes 735 956 1,515 1,277 - ----------------------------------------------------------------------------------------------------- NET INCOME 3,844 3,201 6,948 3,625 OTHER COMPREHENSIVE INCOME, NET OF TAX Foreign currency translation adjustment (597) 159 (853) 382 - ----------------------------------------------------------------------------------------------------- COMPREHENSIVE INCOME $ 3,247 $ 3,360 $ 6,095 $ 4,007 - ----------------------------------------------------------------------------------------------------- NET INCOME PER SHARE: Basic $ 0.11 $ 0.09 $ 0.20 $ 0.10 Diluted $ 0.11 $ 0.09 $ 0.20 $ 0.10 - ----------------------------------------------------------------------------------------------------- SHARES USED IN INCOME PER SHARE CALCULATION: Basic 34,339 36,094 34,550 36,221 Diluted 35,394 36,431 35,294 36,656 - -----------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements. 1 4 THE SANTA CRUZ OPERATION, INC.
MARCH 31, SEPTEMBER 30, CONSOLIDATED BALANCE SHEETS 1999 1998 (In thousands, except for share data) (UNAUDITED) - ----------------------------------------------------------------------------------------------------- ASSETS Current assets: Cash and cash equivalents $ 27,621 $ 23,758 Short-term investments 24,818 27,318 Receivables, net 32,961 28,633 Deferred tax assets 3,488 3,487 Other current assets 6,588 8,052 - ----------------------------------------------------------------------------------------------------- Total current assets 95,476 91,248 - ----------------------------------------------------------------------------------------------------- Property and equipment, net 12,417 12,929 Purchased software and technology licenses, net 12,003 13,013 Other assets 12,341 13,999 - ----------------------------------------------------------------------------------------------------- TOTAL ASSETS $132,237 $131,189 - ----------------------------------------------------------------------------------------------------- LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Trade accounts payable $ 7,839 $ 7,655 Royalties payable 7,074 5,062 Income taxes payable 2,733 1,876 Accrued expenses and other current liabilities 30,184 28,590 Deferred revenues 12,652 15,844 - ----------------------------------------------------------------------------------------------------- Total current liabilities 60,482 59,027 - ----------------------------------------------------------------------------------------------------- Other long-term liabilities 10,541 12,027 - ----------------------------------------------------------------------------------------------------- SHAREHOLDERS' EQUITY Common stock, no par value, net, authorized 100,000,000 shares Issued and outstanding 34,221,811 and 35,048,916 shares 106,956 111,972 Accumulated other comprehensive income 439 1,292 Accumulated deficit (46,181) (53,129) - ----------------------------------------------------------------------------------------------------- Total Shareholders' Equity 61,214 60,135 - ----------------------------------------------------------------------------------------------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $132,237 $131,189 - -----------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements. 2 5 THE SANTA CRUZ OPERATION, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)
- ------------------------------------------------------------------------------------------------ SIX MONTHS ENDED MARCH 31, -------------------- 1999 1998 (UNAUDITED) - ------------------------------------------------------------------------------------------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 6,948 $ 3,625 Adjustments to reconcile net income to net cash used for operating activities - Depreciation and amortization 6,392 7,364 Deferred tax assets -- (102) Exchange gain 8 (362) Changes in operating assets and liabilities - Receivables (5,676) (897) Other current assets 2,308 244 Other assets 1,335 1,116 Royalties payable 2,012 (4,311) Trade accounts payable 364 3,119 Income taxes payable 965 539 Accrued expenses and other current liabilities 2,413 (3,956) Deferred revenues (3,086) 505 - ------------------------------------------------------------------------------------------------ Net cash provided by operating activities 13,983 6,884 - ------------------------------------------------------------------------------------------------ CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment (2,921) (1,128) Purchases of software and technology licenses (1,875) (1,121) Sales of short-term investments 18,173 14,242 Purchases of short-term investments (15,673) (14,175) Changes in other assets (62) (421) - ------------------------------------------------------------------------------------------------ Net cash used for investing activities (2,358) (2,603) - ------------------------------------------------------------------------------------------------ CASH FLOWS FROM FINANCING ACTIVITIES: Payments on capital leases (1,755) (1,166) Net proceeds from sale of common stock 1,320 969 Repurchases of common stock (6,335) (4,497) Other long-term liabilities (227) 2,965 - ------------------------------------------------------------------------------------------------ Net cash used for financing activities (6,997) (1,729) - ------------------------------------------------------------------------------------------------ Effects of exchange rate changes on cash and cash equivalents (765) 348 - ------------------------------------------------------------------------------------------------ Change in cash and cash equivalents 3,863 2,900 Cash and cash equivalents at beginning of period 23,758 23,225 - ------------------------------------------------------------------------------------------------ Cash and cash equivalents at end of period $ 27,621 $ 26,125 - ------------------------------------------------------------------------------------------------ SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid- Income taxes $ 668 $ 733 Interest 249 524 Non-cash financing and investing activities- Assets recorded under capital leases $ -- $ 2,574 - ------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements. 3 6 THE SANTA CRUZ OPERATION,INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 1. BASIS OF PRESENTATION In the opinion of management, the accompanying unaudited, consolidated statements of operations, balance sheets and statements of cash flows have been prepared in accordance with generally accepted accounting principles and include all material adjustments (consisting of only normal recurring adjustments) necessary for their fair presentation. The financial statements include the accounts of the Company and its wholly owned subsidiaries after all material intercompany balances and transactions have been eliminated. The Notes to Consolidated Financial Statements contained in the fiscal year 1998 report on Form 10-K should be read in conjunction with these Consolidated Financial Statements. The consolidated interim results presented are not necessarily indicative of results to be expected for a full year. Certain reclassifications have been made for consistent presentation. The September 30, 1998 balance sheet was derived from audited financial statements, and is included for comparative purposes. For software arrangements entered into on or after October 1, 1998, the Company recognizes revenue in accordance with Statement of Position ("SOP") 97-2, "Software Revenue Recognition" as amended by SOP 98-9. SOP 97-2 supercedes SOP 91-1 "Software Revenue Recognition" and requires that if an arrangement to deliver software or a software system does not require significant production, modification, or customization of software, then revenue should be recognized when persuasive evidence of an arrangement exists, delivery has occurred, the vendor's fee is fixed or determinable, and collectibility is probable. Accordingly, the Company will generally recognize license fee revenue upon product shipment provided there are no contingencies and collection is probable. Effective October 1, 1998 the Company has adopted the provisions of SFAS 130 "Reporting Comprehensive Income". Accordingly, the total for comprehensive income as defined by SFAS 130 has been reported for the three months and six months ended March 31, 1999 and 1998. 2. EARNINGS PER SHARE (EPS) DISCLOSURES The Company calculates earnings per share in accordance with the provisions of Statement of Financial Accounting Standards No. 128 (SFAS 128), Earnings Per Share. SFAS 128 requires the presentation of basic and diluted earnings per share. Basic EPS is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS is computed giving effect to all dilutive potential common shares that were outstanding during the period. Dilutive potential common shares consist of the incremental common shares issuable upon the exercise of stock options for all periods. Basic and diluted earnings per share were calculated as follows during the three month and six month periods ended March 31, 1999 and 1998: 4 7
(In thousands, except per share and option data) Three Months Ended Six Months Ended March 31, March 31, ----------------------------- ------------------------------ 1999 1998 1999 1998 --------- ----------- ------------ ------------- (unaudited) Basic: Weighted average shares 34,339 36,094 34,550 36,221 Net income $ 3,844 $ 3,201 $ 6,948 $ 3,625 Net income per share $ 0.11 $ 0.09 $ 0.20 $ 0.10 Diluted: Weighted average shares 34,339 36,094 34,550 36,221 Common equivalent shares from stock options and warrants 1,055 337 744 435 ------- ------- ------- ------- Shares used in per share calculation 35,394 36,431 35,294 36,656 ------- ------- ------- ------- Net income $ 3,844 $ 3,201 $ 6,948 $ 3,625 Net income per share $ 0.11 $ 0.09 $ 0.20 $ 0.10 Options outstanding at 3/31/99 and at 3/31/98 not included in computation of diluted EPS because the exercise price was greater than the average market price. 2,328,214 7,271,036 5,924,824 6,497,155 Price range of options not used in diluted EPS calculation $5.06 - 12.00 $4.44 - 12.00 $4.71 -12.00 $4.88 - 12.00
3. RECENT ACCOUNTING PRONOUNCEMENTS On December 31, 1998, the Accounting Standards Executive Committee issued SOP 98-9 "Modification of SOP 97-2 Software Revenue Recognition". SOP 98-9 amends paragraphs 11 and 12 of SOP 97-2 to require revenue recognition using the "residual method" under certain circumstances. This statement will be effective for transactions entered into for fiscal years beginning after March 15, 1998 and will be adopted by the Company in fiscal year 2000. Management does not anticipate that the adoption of this SOP will have a material impact on the Company's financial position or the results of its operations. In June 1998, the FASB issued Statement of Financial Accounting Standards No. 133, (SFAS 133), Accounting for Derivative Instruments and Hedging Activities, which establishes accounting and reporting standards for derivative instruments and hedging activities. It requires that an entity recognizes all derivatives as either assets or liabilities in the statement of financial position and measures those instruments at fair value. Management has not yet evaluated the effects of this change on its operations. The Company will adopt SFAS 133 as required for its first quarterly filing of fiscal year 2000. In June 1997, The Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 131 (SFAS 131), Disclosures about Segments of an Enterprise and Related Information. This statement establishes standards for disclosure about operating segments in annual financial statements and selected information in interim financial reports. It also establishes standards for related disclosures about products and services, geographic areas and major customers. This statement supersedes Statement of Financial Accounting Standards No. 14, Financial Reporting for Segments of a Business Enterprise. The new standard became effective for the Company's fiscal year 1999. The Company will adopt the requirements of and provide all disclosures necessary in the Company's annual report for fiscal year 1999. 5 8 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS In addition to historical information contained herein, this Discussion and Analysis may contain forward-looking statements that involve risks and uncertainties. The Company's actual results could differ materially. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's analysis only as of the date hereof. The Company undertakes no obligation to publicly update these forward-looking statements in response to events or circumstances after the date hereof. RESULTS OF OPERATIONS NET REVENUES Net revenues for the three months ended March 31, 1999 increased 10% to $55.7 million from $50.5 million in the same period in fiscal 1998. For the six months ended March 31, 1999, net revenues increased 11% to $108.4 million from $98.0 million for the six months ended March 31, 1998. The stronger revenue performance across all geographies is attributable to strong upgrade business associated with Year 2000 compliance, more contact with customers as a result of added sales resources and higher project business worldwide. No one customer accounted for more than 10% of net revenues in the second quarter ended March 31, 1999 or in the same period in the prior year. International revenues continue to represent a significant portion of total net revenues comprising 56% of the revenues for the second fiscal quarter of 1999, and 54% for the same quarter in fiscal 1998. COSTS AND EXPENSES Cost of revenues as a percentage of net revenues decreased to 22% in the second quarter of fiscal 1999 from 26% in the same period of 1998. For the six month periods ended March 31, 1999 and 1998, cost of revenues represented 22% and 26%, respectively. These decreases were due to reduced royalty rates and reduced technology costs coupled with the impact of stable fixed costs over higher unit sales volume. In addition, material costs are declining as a result of increasing e-commerce trade. Research and development expenses decreased 1% to $10.3 million in the second quarter of fiscal 1999 from $10.4 million in the comparable quarter of fiscal 1998, or 18% and 21% of net revenues, respectively. For the six months ended March 31, 1999, research and development expenses decreased 5% to $20.2 million compared to $21.2 million for the same period in 1998. This represented 19% of net revenues in fiscal 1999 and 22% in fiscal 1998. The spending decrease was primarily due to reduced staffing levels and reduced depreciation. Sales and marketing expenses increased 23% to $23.6 million in the second quarter of fiscal 1999 from $19.2 million for the comparable quarter of the prior year. Sales and marketing expenses represented 42% of net revenues in the second quarter of fiscal 1999 and 38% in 1998. For the six months ended March 31, 1999, sales and marketing expenses increased to $46.7 million (43% of net revenues) from $38.8 million (40% of net revenues) for the same period of the prior fiscal year. Added staffing as well as sales program costs that vary directly with increased sales drove the increase. General and administrative expenses increased 36% to $5.8 million for the second quarter of fiscal 1999 from $4.3 million in the comparable quarter of fiscal 1998, representing 10% and 8% of net revenues, respectively. For the six months ended March 31, 1999, general and administrative expenses increased 17% to $10.4 million, or 10% of net revenues, compared to $8.9 million, or 9% of net revenues, for the same period in 1998. Higher legal costs, increased bonuses and a one-time bad debt expense all contributed to the change. Other income consists of net interest income, foreign exchange gain and loss as well as other miscellaneous income and expense items. For the second quarter of fiscal 1999, other income was $0.9 million, compared to $0.4 million for the same quarter of fiscal 1998. For the six months ended March 31, 1999, other income was $1.5 million as compared to $1.0 million for the same period in 1998. The growth in other income was primarily due to the gain on the sale of an investment position in a domestic channel distribution partner. The provision for income taxes was $0.7 million for the second quarter of fiscal 1999 compared to $1.0 million for the same period of the prior fiscal year, and $1.5 million for the six months ended March 31, 1999 compared to $1.3 6 9 million for the corresponding fiscal 1998 period. The tax provisions for the second quarter and six month periods of the current and prior fiscal years resulted from foreign taxes paid and reflect the realization of certain U.S. deferred tax assets for which a valuation allowance was previously established. Net income for the second quarter of fiscal 1999 was $3.8 million compared to $3.2 million for 1998. For the six months ended March 31, 1999, net income was $6.9 million compared to $3.6 million in the same period in 1998. FACTORS THAT MAY AFFECT FUTURE RESULTS The Company's future operating results may be affected by various uncertain trends and factors which are beyond the Company's control. These include adverse changes in general economic conditions and rapid or unexpected changes in the technologies affecting the Company's products. The process of developing new high technology products is complex and uncertain and requires accurate anticipation of customer needs and technological trends. The industry has become increasingly competitive and, accordingly, the Company's results may also be adversely affected by the actions of existing or future competitors, including the development of new technologies, the introduction of new products, and the reduction of prices by such competitors to gain or retain market share. The Company's results of operations could be adversely affected if it were required to lower its prices significantly. The Company participates in a highly dynamic industry and future results could be subject to significant volatility, particularly on a quarterly basis. The Company's revenues and operating results may be unpredictable due to the Company's shipment patterns. The Company operates with little backlog of orders because its products are generally shipped as orders are received. In general, a substantial portion of the Company's revenues have been booked and shipped in the third month of the quarter, with a concentration of these revenues in the latter half of that third month. In addition, the timing of closing of large license contracts and the release of new products and product upgrades increase the risk of quarter to quarter fluctuations and the uncertainty of quarterly operating results. The Company's staffing and operating expense levels are based on an operating plan and are relatively fixed throughout the quarter. As a result, if revenues are not realized in the quarter as expected, the Company's expected operating results could be adversely affected, and such effect could be substantial and could result in an operating loss. The Company experiences seasonality of revenues for both the European market and the U.S. federal government market. European revenues during the quarter ending June 30 are historically lower or relatively flat compared to the prior quarter. This reflects a reduction of customer purchases in anticipation of reduced selling activity during the summer months. Sales to the U.S. federal government generally increase during the quarter ending September 30. This seasonal increase is primarily attributable to increased purchasing activity by the U.S. federal government prior to the close of its fiscal year. Additionally, net revenues for the first quarter of the fiscal year are typically lower or relatively flat compared to net revenues of the prior quarter. The overall cost of revenues may be affected by changes in the mix of net revenue contribution between licenses and services, product families, geographical regions and channels of distribution, as the costs associated with these revenues may have substantially different characteristics. The Company may also experience a change in margin as net revenues increase or decrease since technology costs, service costs and production costs are fixed within certain volume ranges. The Company's results of operations could be adversely affected if it were to lower its prices significantly. In the event the Company reduced its prices, the Company's standard terms for selected distributors provide credit for inventory ordered in the previous 180 days, such credits to be applied against future purchases. The Company, as a matter of policy, does not allow product returns for refund. Product returns are generally allowed for stock balancing and are accompanied by compensating and offsetting orders. Revenues are net of a provision for estimated future stock balancing and excess quantities above levels the Company believes are appropriate in its distribution channels. The Company monitors the quantity and mix of its product sales. The Company depends on information received from external sources in evaluating the inventory levels at distribution partners in the determination of reserves for the return of materials not sold, stock rotation and price protection. Significant effort has gone into developing systems and procedures for determining the appropriate reserve level. 7 10 As the Company determines whether its tax carryforwards will more likely than not be utilized in the future, or as new tax legislation is enacted, the Company's effective tax rate is subject to significant change. In the event that the Company does not show sufficient profitability in the future, the Company may be required to write off portions of the net deferred tax assets previously recognized up to the entire amount of $7.8 million. Substantial portions of the Company's revenues are derived from sales to customers outside the United States. Trade sales to international customers represented 56% and 54% of total revenues for second quarter of fiscal 1999 and 1998, respectively. A substantial portion of these international revenues are denominated in the U.K. pound sterling, and operating results can vary with changes in the U.S. dollar exchange rate for such currency. The Company's revenues can also be affected by general economic conditions in the United States, Europe and other international markets. The Company's operating strategy and pricing take into account changes in exchange rates over time. However, the Company's results of operations may be significantly affected in the short term by fluctuations in foreign currency exchange rates. The Company's policy is to amortize purchased software and technology licenses using the straight-line method over the remaining estimated economic life of the product, or on the ratio of current revenues to total projected product revenues, whichever is greater. Due to competitive pressures, it is reasonably possible that those estimates of anticipated future gross revenues, the remaining estimated economic life of the product, or both, will be reduced significantly in the near future. As a result, the book value of the Company's purchased software and technology licenses may be reduced materially in the near future and, therefore, could create an adverse impact on the Company's future reported earnings. The Company continually evaluates potential acquisition candidates. Such candidates are selected based on products or markets which are complementary to those of the Company's. Acquisitions involve a number of special risks, including the successful combination of the companies in an efficient and timely manner, the coordination of research and development and sales efforts, the retention of key personnel, the integration of the acquired products, the diversion of management's attention to assimilation of the operations and personnel of the acquired companies, and the difficulty of presenting a unified corporate image. The Company's operations and financial results could be significantly affected by such an acquisition. The Company's continued success depends to a significant extent on senior management and other key employees. None of these individuals is subject to a long-term employment contract or a non-competition agreement. Competition for qualified people in the software industry is intense. The loss of one or more key employees or the Company's inability to attract and retain other key employees could have a material adverse effect on the Company. The stock market in general, and the market for shares of technology companies in particular, have experienced extreme price fluctuations, which have often been unrelated to the operating performance of the affected companies. In addition, factors such as new product introductions by the Company or its competitors may have a significant impact on the market price of the Company's Common Stock. Furthermore, quarter-to-quarter fluctuations in the Company's results of operations caused by changes in customer demand may have a significant impact on the market price of the Company's stock. These conditions, as well as factors which generally affect the market for stocks of high technology companies, could cause the price of the Company's stock to fluctuate substantially over short periods. The Company is aware of the issues associated with the on-going changes in Europe aimed at forming a European economic and monetary union (the "EMU"). One of the changes resulting from this union required EMU member states to irrevocably fix their respective currencies to a new currency, the Euro, on January 1, 1999. On that day, the Euro became a functional legal currency within these countries. During the next three years, business in the EMU member states will be conducted in both the 25 existing national currencies, such as the Franc or Deutsche Mark, and the Euro. As a result, companies operating in or conducting business in EMU member states will need to ensure that their financial and other software systems are capable of processing transactions and properly handling these currencies, including the Euro. The Company is still assessing the impact the EMU formation will have on both its internal systems and the products it sells. The Company will take appropriate corrective actions based on the results of such assessment. The Company has not yet determined the cost related to addressing this issue, and there can be no assurance that this issue and its related costs will not have a materially adverse affect on the company's business, operating results and financial condition. 8 11 YEAR 2000 ISSUES The approach of Year 2000 is causing a great deal of concern and discussion in the computer industry. There are many varieties of Year 2000 problems. One major concern is the accurate dating of files and transactions after January 1, 2000. For many years, software has represented dates using the MM/DD/YY format (or some variant), which allows for the display of only the last two digits of the year. With the upcoming transition from 99 to 00, dating problems may occur on systems that interpret a YY value of 00 incorrectly. The Company must address the millennium issues from a perspective of both developing and selling software products and also maintaining internal Company operations. The Company has taken steps to mitigate operating system date processing errors that might occur with the onset of the Year 2000 (Y2K). The Company has: - - issued a Year 2000 Date Processing Limited Warranty for Designated Software that defines how we expect our products to perform when processing dates in the Year 2000; - - produced an SCO Year 2000 White Paper detailing how Year 2000 affects SCO products and what products are covered by the Year 2000 Date Processing Limited Warranty; - - performed Year 2000 testing of all current SCO products; - - issued fixes for Year 2000 problems that we have detected in current SCO supported products; - - created a project team to maintain a consistent Year 2000 policy for our customers and to coordinate cross functional activities; and - - created a Year 2000 committee to test, verify or upgrade internal systems and third party vendor software to insure continued operation of our infrastructure. SCO believes that it has substantially identified and resolved all potential Year 2000 problems in software products under warranty that it develops and markets. However, management also believes that it is not possible to determine with complete certainty that all Year 2000 problems affecting the Company's software products have been identified or corrected due to 1) the complexity of these products, 2) the fact that these products interact with other third party vendor products and 3) the operation on computer systems which are not under the Company's control. The Company believes that it has identified substantially all of the major computers, software applications, and related equipment used in connection with its internal operations that must be modified, upgraded, or replaced to minimize the possibility of a material disruption to its business. The Company has commenced modifying, upgrading, and replacing major systems that have been identified as adversely affected, and expects to complete this process by mid 1999. Further, the Company has initiated communications with third party suppliers of the major computers, software, and other equipment used, operated, or maintained by the Company to identify and, to the extent possible, to resolve issues involving the Year 2000 problem. However, the Company has limited or no control over the actions of these third party suppliers. Thus, while the Company expects that it will be able to resolve any significant Year 2000 problems with these systems, there can be no assurance that these suppliers will resolve any or all Year 2000 problems with these systems before the occurrence of a material disruption to the business of the Company or any of its customers. Any failure of these third parties to resolve Year 2000 problems with their systems in a timely manner could have a material adverse effect on the Company's business, financial condition, and results of operation. The Company expects to identify and resolve all Year 2000 problems that could materially adversely affect its business operations and products. The exposure on the product side is possible provision of free upgrade software to a few customers. However, management believes that it is not possible to determine with complete certainty that all Year 2000 problems affecting the Company have been identified or corrected. The number of devices and permutations are too numerous. The Company is prepared for the likelihood of a few operational inconveniences and diversion of attention from ordinary business. However, the Company feels confident that there will be no adverse material effect on the Company's business or results of operations. CONTINGENCY PLANS The Company is in the process of developing contingency plans in the event that the Company's systems or products prove to not be Year 2000 compliant. The Company is currently reviewing its key business activities to 9 12 develop plans to support ongoing business operations in the event of a disruption and expects these plans to be completed shortly. However, the Company cannot give any assurance that these contingency plans will be effective in preventing Year 2000 related disruptions in the business which could have a material adverse impact on the Company's business, operating results and financial condition. The discussion of the Company's efforts, and management's expectations, relating the Year 2000 compliance are forward-looking statements. The Company's ability to achieve Year 2000 readiness and the level of incremental costs associated therewith, could be adversely impacted by, among other things, the availability and cost of programming and testing resources, vendor's ability to modify proprietary software, and unanticipated problems identified in the ongoing review. LIQUIDITY AND CAPITAL RESOURCES The Company's cash and short-term investments totaled $52.4 million at March 31, 1999, representing 40% of total assets. The six month increase in cash and short-term investments of $1.4 million was primarily attributable to an increase in collections. At March 31, 1999, the Company had available lines of credit of approximately $0.9 million under which the Company had $0.4 million in outstanding borrowings. The Company believes that its existing cash and short-term investments, funds generated from operations and available borrowing capabilities will be sufficient to meet its operating requirements through at least calendar 1999. The Company's second quarter ended March 31, 1999 Days Sales Outstanding (DSO) was 53.2 days, a decrease of 4.3 days from the first quarter of fiscal 1999. The Company is engaged in a systematic repurchase of the Company's Common Stock for the funding of its employee programs. Additionally, the Company is authorized to buy back up to 6,000,000 additional shares. As of March 31, 1999, 2,505,550 shares had been repurchased and retired under this non-systematic program. 10 13 PART II. OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Santa Cruz Operation, Inc. held an annual meeting of shareholders on February 23, 1999. The following matters were approved by the shareholders by the votes indicated:
NUMBER OF SHARES MATTER ------------------------------ ------ FOR WITHHELD --- -------- ELECTION OF DIRECTORS: Ninian Eadie 29,982,540 1,308,029 Ronald Lachman 31,086,038 204,531 Robert M. McClure 30,994,468 296,101 Douglas L. Michels 31,087,522 203,047 Alok Mohan 31,030,906 259,663 R. Duff Thompson 29,982,259 1,308,310 Gilbert Williamson 31,519,870 210,510
OTHER MATTERS: FOR AGAINST ABSTAIN NO VOTE ---------- --------- ------- ------- Amendment of the Company's 18,827,650 3,962,777 81,312 8,418,830 1994 Incentive Stock Option Plan to increase the Plan share reserve by 2,000,000 shares. Amendment of the Company's 19,252,637 4,093,396 85,531 7,859,005 1993 Director Option Plan to increase the Plan share reserve by 200,000 shares. Amendment of the Company's 22,983,911 378,012 69,641 7,859,005 1993 Employee Stock Purchase Plan to increase the Plan share Reserve by 750,000 shares. Ratification of 31,195,626 44,268 50,675 -0- PricewaterhouseCoopers, LLP as independent certified public accountants of the Company.
ITEM 6. EXHIBITS (a) Exhibits 27 Financial Data Schedule. ITEMS 1, 2, 3 AND 5 ARE NOT APPLICABLE AND HAVE BEEN OMITTED. 11 14 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. The Santa Cruz Operation, Inc. Date: May 14, 1999 By: /s/ John W. Luhtala ----------------------------------- John W. Luhtala Senior Vice President, Operations, and Chief Financial Officer By: /s/ Jenny Twaddle ----------------------------------- Jenny Twaddle Corporate Controller 12 15 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - -------- ----------- 27 Financial Data Schecule EX-27 2 FINANCIAL DATA SCHEDULE
5 1,000 6-MOS SEP-30-1999 OCT-01-1999 MAR-31-1999 27,621 24,818 40,871 (7,910) 1,449 95,476 56,103 (43,686) 132,237 60,482 0 0 0 106,956 (45,742) 132,237 52,412 55,738 7,956 12,427 39,676 0 944 4,579 735 3,844 0 0 0 3,844 0.11 0.11
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