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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 for the fiscal year ended December 31, 1999 or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 for the transition period from ____________________
to ________________.
Commission File Number _-_____
PACKETEER, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 77-0420107
(State of incorporation) (I.R.S. Employer Identification No.)
10495 NORTH DE ANZA
CUPERTINO, CALIFORNIA 95014
(Address of principal executive offices)
Registrant's telephone number, including area code: (408) 873-4400
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 Par Value
(Title of Class)
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 ____
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Based on the closing sale price of the common stock on the Nasdaq National
Market System on February 29, 2000, the aggregate market value of the voting
stock held by non-affiliates of the Registrant was $1,401,253,452. Shares of
common stock held by each officer and director and by each person known by the
Company to own 10% or more of the outstanding common stock have been excluded in
that such persons may be deemed to be affiliates. This determination of
affiliate status is not necessarily a conclusive determination for other
purposes.
The number of shares outstanding of Registrant's common stock, $0.001 par
value, was 27,142,924 at February 29, 2000.
DOCUMENTS INCORPORATED BY REFERENCE
Information required by Part III of this form 10K is incorporated by
reference from the Company's definitive Proxy Statement for the Registrant's
2000 Annual
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Meeting of Stockholders to be filed with the Securities and Exchange Commission
pursuant to Regulation 14A not later than 120 days after December 31, 1999.
------------------------------
TABLE OF CONTENTS
Part I
Item 1. Business ........................................................ 3
Item 2. Properties........................................................ 18
Item 3. Legal Proceedings ............................................... 18
Item 4. Submission of Matters to a Vote of Security Holders ............. 18
Part II
Item 5. Market Registrant's Common Stock and Related Stockholder Matters.. 18
Item 6. Selected Financial Data ......................................... 18
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operation ........................................ 19
Item 7a Quantitative and Qualitative Disclosures about Market Risk ...... 33
Item 8. Financial Statements and Supplementary Data ..................... 35
Item 9. Changes and Disagreements with Accountants on Accounting and
Financial Disclosure ............................................ 51
Part III
Item 10. Directors and Executive Officers of the Registrant .............. 51
Item 11. Executive Compensation .......................................... 51
Item 12. Security Ownership of Certain Beneficial Owners and Management.... 51
Item 13. Certain Relationships and Related Transactions .................. 51
Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K... 51
Signatures ................................................................................. 52
In addition to historical information, this Annual Report on Form 10-K
contains forward-looking statements regarding our strategy, financial
performance and revenue sources that involve a number of risks and
uncertainties, including those discussed below in "Risk Factors."
Forward-looking statements in this report include, but are not limited to, those
relating to the general rapid expansion of our business, including the expansion
of our network products, our ability to develop multiple applications, our
planned introduction of new products and services, the possibility of acquiring
complementary businesses, products, services and technologies and our
development of relationships with providers of leading Internet technologies.
While this outlook represents our current judgment on the future direction of
the business, such risks and uncertainties could cause actual results to differ
materially from any future performance suggested below. Readers are cautioned
not to place undue reliance on the forward-looking statements, which speak only
as of the date of this Annual Report. Packeteer undertakes no obligation to
publicly release any revision's to forward-looking statements to reflect events
or circumstances arising after the date of this document. See "Risk Factors."
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We were incorporated in Delaware in January 1996. In this report,
"Packeteer," "we," "us," and "our" refer to Packeteer, Inc. and its
subsidiaries.
PART I
ITEM 1. BUSINESS
OVERVIEW
Packeteer is a leading provider of Internet application infrastructure
systems designed to enable businesses and service providers to ensure the
quality of experience for networked applications and application services.
Packeteer's PacketWise software, the foundation of the Company's innovative
PacketShaper and AppVantage systems, integrates application discovery, analysis,
control and reporting technologies that are required for proactive application
performance and bandwidth management.
We deliver comprehensive application-adaptive bandwidth management by
discovering and classifying network traffic, analyzing application and network
performance, controlling traffic flow and then reporting on performance. These
four steps are accomplished through our PacketWise software which is embedded in
our PacketShaper family of products and in the networking products of our
technology partners. Our PacketShaper product family consists of hardware
platforms based on Intel compatible microprocessor technologies. Installing
PacketShaper imposes no changes to the existing network's equipment,
configuration or software.
Packeteer's products are deployed today by companies and service providers
through an established network of more than 100 VARs, distributors and system
integrators in more than 50 countries. To date we have shipped over 5,000
PacketShapers. In addition, PacketWise software is licensed by communications
industry partners who integrate the software into specific strategic networking
solutions.
INDUSTRY BACKGROUND
The Emergence of Internet Computing
Today, both the Internet and its underlying protocol TCP/IP, have grown to
positions of prominence in enterprise networking. Protocols are predefined
mechanisms for computers to communicate over networks. From its origins as a
network connecting academic and government institutions, the Internet has
evolved into an interactive communications and commerce platform supporting
businesses' daily operations. Originally intended to accommodate non-interactive
traffic such as file transfers and e-mail, the Internet and TCP/IP were designed
with the basic goals of connectivity, versatility and bandwidth exploitation.
With the evolution towards Internet computing, TCP/IP has become the
communications fabric, or as is commonly referred to in the technology industry,
the underlying protocol, of mission-critical enterprise networks. The Internet
has enabled a new generation of interactive applications to deliver core
business functions, including e-commerce, data access and information exchange,
to a broad range of users. Leveraging the fundamental attributes of the Internet
and TCP/IP, businesses, consumers and suppliers have become better connected.
This rapid development of a vast connected economy has given rise to a new
innovative business model, the Internet computing model.
The rapid emergence of Internet computing has had a significant effect on
today's enterprise networks and has created new challenges for information
technology managers. As more interactive business applications are developed
using web-enabled versions of enterprise software platforms, such as SAP R/3,
Oracle, PeopleSoft and Baan, the amount of network data is increasing
dramatically. E-commerce extends the confines of the enterprise network across
the Internet, making application performance difficult to ensure. Enterprise
users access graphics-intensive web sites, download large files, view streaming
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media presentations, monitor news and stock quotes and access other non-critical
information over the Internet. The resulting traffic deluge impacts network
resources that serve point-of-sale, order processing, enterprise resource
planning, supply-chain management and other vital business functions.
Internet computing relies on TCP/IP as the underlying protocol to support
distributed enterprise applications and the delivery of electronic services. The
Internet Protocol, or IP, provides for routing of packets across networks that
utilize TCP/IP as their underlying protocol. The Transmission Control Protocol,
or TCP, provides flow control for, and reliable ordered delivery of, Internet
Protocol packets. Unlike early non-interactive applications that did not require
real-time responsiveness, today's enterprise and e-commerce applications depend
on timely access to data and real-time transaction responses to ensure
productivity and a high quality of experience for end users. The shift toward
real-time, delay-sensitive data is accelerating as corporations begin to
converge database transactions and multimedia traffic onto their enterprise
networks. TCP/IP is unable to differentiate between traffic types and is
designed so that each transmission attempts to consume all available bandwidth.
These characteristics, which make TCP/IP suitable for non-interactive traffic,
threaten the performance of today's mission-critical applications.
The Traffic Bottleneck at the WAN Access Link
In recent years, the adoption of Fast Ethernet and Gigabit Ethernet
technologies has reduced network congestion on the LAN. Simultaneously, the
deployment of fiber infrastructure in the service provider backbone has also
reduced bandwidth contention in that portion of the network. However, the bridge
between the two, the WAN access link, has remained the slow, weak link in the
chain, forming a bandwidth bottleneck. WAN access link capacity is often
constrained, expensive and difficult to upgrade. When faced with bandwidth
contention at the bottleneck, TCP/IP provides neither a means to give
preferential treatment to select applications nor a good mechanism to
effectively control data flows because TCP flow control is handled only by end
systems. TCP/IP reacts to network congestion by discarding data packets and
sporadically reducing packet transmissions from the host computer. In enterprise
networks that are overwhelmed by increasing amounts of both non-critical and
mission-critical traffic, unmanaged congestion at the WAN access link undermines
application performance and can result in impaired productivity and lost
revenues.
Today's enterprise networks require solutions that ensure mission-critical
application performance, increase network efficiency, and enable the convergence
of data, voice and video traffic. Enterprises are seeking to align their
networks with their business priorities by making them adaptive to the unique
requirements of the growing mix of mission-critical applications. At the same
time, they seek to leverage investments in application software and proactively
control recurring network costs by optimizing bandwidth utilization.
Many existing and newly emerging telecommunications service providers are
also seeking to address the needs of enterprises that are adopting Internet
computing. Service providers have traditionally functioned as WAN bandwidth
suppliers, leasing data lines and selling Internet access to businesses and
consumers. In the face of heightened competition, service providers are seeking
to differentiate themselves by offering tiered services in order to attract and
retain customers and increase profitability. These offerings include web
hosting, application outsourcing and managed network services. To deliver these
services, service providers must be able to ensure network and application
performance and better manage and allocate network resources.
Limitations of Existing Approaches
Businesses and service providers currently employ several approaches in an
attempt to alleviate network congestion at the WAN access link. These approaches
include the following:
Adding bandwidth and infrastructure to over-provision the network. This
approach requires expensive upgrades to WAN access links and associated network
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equipment. Moreover, incremental increases in bandwidth only temporarily
alleviate network congestion, leaving the following problems unresolved:
- Over-provisioning results in under-utilization of the network during
non-peak periods;
- Increases in bandwidth tend to be consumed quickly by latent demand
within LAN and backbone infrastructure;
- Deployment costs and increases in recurring service charges can be
prohibitively expensive, especially for networks with many remote
sites and for international networks; and
- There is no application performance visibility to enable effective
capacity planning.
Implementing queuing-based features. Queuing technologies provide some
degree of prioritization and are frequently incorporated in routers, which are
devices that forward data packets from one LAN or WAN to another. These
implementations engage only after queues form, and attempt to provide quality of
service, or QoS, by reordering packets and then discarding packets when the
queues overflow. Router-based approaches typically identify and prioritize
traffic based on rudimentary characteristics such as port number, a simplistic
mechanism to coordinate the transmission of application data, IP address or
protocol type. While these approaches can alleviate some of the bandwidth
contention problems, they are inadequate to handle an increasingly complex mix
of interactive and real-time mission-critical applications. These limitations
include:
- Queuing-based approaches are reactive in nature and can only address
congestion after the fact, rather than preventing it from occurring;
- Congested queues result in packet loss, retransmissions and delays
that waste bandwidth and undermine application response times;
- Limited traffic classification capabilities inadequately distinguish
between different types of applications, resulting in sub-optimal
prioritization of traffic;
- Queuing does not directly control end-to-end application
performance; and
- Queuing-based approaches do not control inbound traffic flowing from
the WAN to the LAN.
Installing network-management tools. Several vendors provide software that
analyzes and monitors network traffic. While these products enable network
administrators to determine how bandwidth is being utilized, thereby identifying
where bandwidth management is required, they do not comprise a complete solution
for the following reasons:
- These products only monitor and report application performance and
bandwidth utilization, offering no means of fixing or resolving
performance problems; and
- Products that detect problems once they occur are reactive and don't
proactively prevent similar problems in the future.
The Bandwidth Management Opportunity
As Internet computing is more widely adopted, both businesses and service
providers are seeking ways to cost-effectively manage bandwidth, ensure
application performance and increase network efficiency. As mission-critical
applications compete with bandwidth-hungry non-critical traffic for limited
network resources, enterprises require a solution that not only monitors and
reports on application performance problems, but also provides the means to fix
such problems. As the complexity of their network infrastructures increases,
enterprises seek solutions that integrate easily into the existing network and
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are cost-effective to deploy and maintain. In response to growing competition,
service providers are looking to create new revenue streams by offering
differentiated network and application-based services that meet the needs of
enterprise customers. Whether the solution is implemented by the enterprise or
purchased from a service provider, effectively managing the performance of
mission-critical applications is essential to businesses relying on Internet
computing.
THE PACKETEER SOLUTION
Packeteer is a leading provider of Internet application infrastructure
systems designed to enable businesses and service providers to ensure the
quality of experience for networked applications and application services.
Packeteer's advanced PacketWise software, the foundation of the Company's
innovative PacketShaper and AppVantage systems, integrates application
discovery, analysis, control and reporting technologies that are required for
proactive application performance and bandwidth management. Packeteer's products
are deployed today by companies and service providers through an established
network of more than 100 VARs, distributors and system integrators in more than
50 countries.
PacketWise software is at the core of our bandwidth management solutions
and is embedded in Packeteer-manufactured products and OEM-manufactured
products. Our PacketShaper family of products consists of hardware platforms
based on Intel compatible microprocessor technologies that run various
configurations of our PacketWise software. Our PacketShaper products provide
customers with a solution designed to be deployed easily and cost-effectively
without additional investment in or impact to network equipment, software or
infrastructure. In addition, by working with OEM partners to embed PacketWise
technology into their networking products, we are able to address new market
opportunities that are outside of the scope of our PacketShaper family of
products.
As the enterprise network increasingly extends to include the Internet,
network managers are challenged with managing the dynamic growth in critical and
non-critical traffic. Each particular application and type of traffic -- such as
transactions, file transfers, voice or streaming multimedia -- requires a
tailored management strategy to ensure optimal performance. Our solutions are
based on a comprehensive four-step methodology that provides the elements for
effective bandwidth management:
I. Discover and Classify Traffic. Currently, PacketShaper automatically
detects and identifies over 200 types of traffic. Network managers
can refine traffic categories based on application, protocol, web
page, addresses, users and host names. In addition, managers can
define criteria to recognize proprietary applications so that
PacketShaper automatically classifies the associated traffic.
Sophisticated traffic classification enables network managers to
understand network congestion and to precisely target
bandwidth-allocation policies.
II. Analyze Performance. PacketShaper provides detailed analysis and
evaluation of network resources and application performance.
PacketShaper tracks traffic levels and trends, measures response
times and calculates network efficiency. Network managers can
analyze all traffic traversing a particular WAN access link or can
focus on an individual application, client, server or traffic type.
III. Control Traffic. PacketShaper allows network managers to control
application performance and network resources by defining precise
bandwidth-allocation policies. Policies can protect important
traffic, cap bandwidth-intensive traffic and guarantee service
levels. Network managers can tailor management strategies and
bandwidth allocation to suit the requirements of particular
applications or traffic, such as voice, video or data. PacketShaper
paces both inbound and outbound traffic over the WAN access link to
optimize performance and control end-to-end QoS. Our control
technology can also prohibit specific applications, such as
web-based entertainment or leisure applications, from utilizing any
enterprise resources.
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IV. Report Performance. PacketShaper provides reports describing current
and historical network performance. Comprehensive reports, graphs
and tables enable network managers to refine bandwidth management
policies, evaluate efficiency and plan capacity. PacketShaper
automatically measures per-transaction response times for each
application. Managers can set, enforce and monitor service-level
agreements, which quantify desired QoS for a particular application
or customer.
Our dynamic four-step approach to application-adaptive bandwidth
management enables businesses and service providers to realize the following key
benefits:
- Gain Network Performance Visibility and Insight. PacketShaper
provides valuable historical and real-time information about
application performance and network utilization through an
easy-to-use browser interface. Network managers gain a better
understanding of the nature of traffic running on their networks and
the problems and inefficiencies associated with that traffic.
- Ensure Bandwidth to Mission-Critical Applications. Policy-based
bandwidth allocation protects bandwidth for mission-critical
applications such as SAP R/3, Oracle and Baan, preventing
disruptions from bandwidth-hungry but less urgent applications such
as file transfers or casual web browsing.
- Simplify Deployment. PacketShaper installs easily and automatically
starts to discover, classify and analyze network traffic and
suggests policies to optimize performance. It complements the
existing network infrastructure, requires no router reconfiguration
or desktop changes and is designed not to disrupt network
connectivity in the event of software or hardware failure.
- Enable Interactive Services. VoIP, real-time video and other
streaming media require guaranteed bandwidth in order to achieve
minimum quality requirements. By using PacketShaper to set minimum
bandwidth guarantees and explicit delay bounds, network managers and
service providers can deliver smooth and predictable performance of
these delay-sensitive multimedia services.
- Increase Network Efficiency. PacketShaper improves network
efficiency and helps delay expensive capacity upgrades by managing
non-critical traffic to reduce retransmission overhead and smooth
the variability in bandwidth utilization.
- Facilitate E-Commerce. PacketShaper can reserve bandwidth for
individual web site customers on a shared WAN connection.
PacketShaper can also optimize response time for certain web pages,
such as product order and home pages, and redirect users with slower
connections to less data-intensive web pages.
STRATEGY
Our objective is to be the leading provider of application-adaptive
bandwidth management solutions. Key elements of our strategy include:
Focus on Bandwidth Management Needs of Enterprises. We are focused on
providing high performance, easy-to-use and cost-effective bandwidth management
solutions to enterprises whose businesses are based on Internet computing. For
these businesses, managing mission-critical application performance and
optimizing the value of the network will continue to be competitive
requirements. As the Internet proliferates and new Internet-based applications
and services emerge, we believe businesses will continue to adopt Internet
computing business models at a rapid rate and that effective bandwidth
management will become an increasingly important requirement for maintaining an
efficient enterprise network. We believe we have established a differentiated
market position based on our comprehensive solution that provides for effective
bandwidth management, early market leadership and brand awareness. We intend to
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continue to direct our development, sales and marketing efforts toward
addressing the bandwidth management needs of the Internet computing market.
Expand Presence in Telecommunications Service Provider Market. We are
actively pursuing opportunities in the service provider market and currently
have numerous service provider customers, including: BIGLOBE, a wholly owned
subsidiary of NEC Corporation; NTT Corporation; SONERA Technologies; Telefonica
de Espana; and Verio Inc. We believe service providers are under increasing
pressure to attract new subscribers, reduce subscriber turnover, improve
operating margins and develop new revenue streams. Specifically, service
providers seek to differentiate themselves through value-added service
offerings, such as web hosting, application outsourcing and application
service-level management. We believe our PacketShaper and PacketWise solutions
enable service providers to deliver these higher value services by enhancing
network and application performance and better managing and allocating network
resources. Our goal is to increase demand for our solutions with service
providers by leveraging our strong enterprise presence.
Expand presence in the Application Service Provider Market. Several of our
partners, Futurelink, Telepacific, Esoft Global and Compaq Computer Corporation
are currently evaluating our application service provider product, AppVantage.
AppVantage(TM) is the industry's first policy-based application subscriber
management (ASM) system for the rapidly growing application service provider
(ASP) market. The AppVantage system provides an application infrastructure that
enables ASPs to quickly and cost-effectively deliver secure, measured and
performance-assured application services tailored to the needs of specific
markets and customers. The system is the first ASP-tailored platform to deliver
a clearly defined service demarcation point between ASPs and their customers and
delivery-chain partners; provide and enforce quality of service (QoS)
application-specific service level agreements (SLAs); and enable
application-specific billing. AppVantage will benefit ASPs by enabling faster
time-to-market for new services, reduced service cost basis and increased
revenues.
Continue to Build Indirect Distribution Channels. We believe we have built
on a worldwide distribution channel. We currently have over 100 VARs,
distributors, systems integrators and OEMs, that sell our products in over 50
countries. These relationships include: Syncordia Solutions, a division of
British Telecommunications PLC; Datacraft Asia Ltd.; Fujitsu Limited; Macnica;
Nissho Electronics Corporation; Persetel PQ Client Computing, a subsidiary of
Comparex Holdings; Unisys Corp.; and Williams Communications Solutions, LLC.
Recently, we entered into an agreement with Alcatel Business Systems to
distribute our products globally. We have recently signed an agreement with
Alternative Technology to distribute products in the U.S. We intend to continue
to develop and support new VAR and distribution relationships, as well as to
establish additional indirect channels with service providers, systems
integrators and OEMs. We believe this strategy will enable us to increase the
worldwide deployment of our products.
Develop OEM Relationships to Broaden PacketWise Deployment. We have
designed our PacketWise software in distinct modules to integrate with network
hardware platforms offered by other vendors. This integration brings Packeteer's
unique capabilities into markets where QoS is required but is beyond the scope
of the PacketShaper offering. We currently have two software OEM relationships.
ADC Telecommunications has licensed portions of our PacketWise software to
incorporate in its networking products. Adtran has licensed PacketWise
technology to enable classification and partitioning in managed network services
products. In addition, NEC sell PacketShaper with PacketWise software under
their own labels. These private label relationships allow our products to reach
consumers and markets that we would have difficulty reaching alone. With NEC we
have partners in Asia that provide local account management. We intend to pursue
additional OEM relationships in order to drive the proliferation of our
technology in enterprise and service provider networks.
Extend Bandwidth Management Technology Leadership. Our technological
leadership is based on our sophisticated traffic classification, flexible
policy-setting capabilities, precise rate control expertise and ability to
measure response time and network performance. We intend to invest our research
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and development resources to increase performance by handling higher speed WAN
connections, functionality by identifying and managing additional applications
or traffic types, and modularity by taking individual components of Packetwise
together or on a stand-alone basis of our existing bandwidth management
solutions and to develop new leading-edge technologies for emerging markets.
This includes extending our bandwidth management solutions to incorporate
in-depth application-management techniques that will improve performance over
the Internet and reduce bandwidth requirements. We plan to extend our current
portfolio by offering PacketWise-defined solutions that target the specific
needs of three primary market opportunities: application service-level
management, enterprise bandwidth management and service provider bandwidth
management.
PRODUCTS
We provide application-adaptive bandwidth management solutions to address
the needs of both businesses and service providers. Our products incorporate
innovative technology for discovery, classification, analysis, control and
management of disparate traffic flows in congestion-prone TCP/IP WAN access
links. Our PacketWise software is at the core of our bandwidth management
solutions and is embedded in our PacketShaper family of products, which includes
the AppVantage models. PacketShaper products consist of Intel compatible
microprocessor technology running various configurations of PacketWise. We also
license our PacketWise software to OEM partners for incorporation in their
networking products.
PacketShaper is available in three models to fit a broad range of network
environments, including corporate and service providers' data centers,
enterprise networks, branch offices and remote sites, as well as a wide variety
of additional network environments. Our PacketShaper products support multiple
WAN access link speeds. In addition, our solution supports thousands of
simultaneous sessions involving a wide range of protocols. Each of our
PacketShaper models is described below:
PacketShaper 1000 PacketShaper 1000 targets the needs of branch
offices and remote sites. It connects to 10 megabits per
second, or Mbps, Ethernet LANs and manages WAN access
links with speeds up to 384 Kbps.
PacketShaper 2000 PacketShaper 2000 targets the requirements of
enterprise network administrators and Internet service
providers. It connects to 10 Mbps LANs and manages WAN
access links with speeds up to 8 Mbps, or two T1/E1
lines.
PacketShaper 4000 PacketShaper 4000 targets corporate data centers and Fast
Ethernet LAN, or 100 Mbps, environments. It connects to
10 or 100 Mbps LANs and controls WAN access links with
speeds up to 45 Mbps, or a T3 line. This model also has
redundant power supplies and cooling fans, which are
important features in service provider environments. Even
if one of the fans or power supplies fails, PacketShaper
still operates.
PacketShaper 4000/ISP PacketShaper 4000/ISP targets service providers
and Fast Ethernet LAN, or 100 Mbps, environments. This
model contains a high-capacity, factory-installed
software option. It connects to 10 or 100 Mbps LANs and
controls WAN access links with speeds up to 45 Mbps, or a
T3 line. This model also has redundant power supplies and
cooling fans, which are important features in service
provider environments. Even if one of the fans or power
supplies fails, PacketShaper still operates.
PacketShapers are designed to be deployed easily and cost-effectively in
an existing network configuration. PacketShaper does not require any new
protocols, standards, router reconfiguration or desktop changes. Additionally,
each PacketShaper features a passive connector that maintains network
connectivity if a PacketShaper is turned off or shuts down due to a hardware or
software failure. PacketShapers are typically deployed between the LAN and the
WAN access router in order to manage bandwidth at the WAN access link where
traffic needs to be controlled to avoid a bottleneck.
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AppVantage is the industry's first policy-based application subscriber
management system specifically designed to support managed application services.
AppVantage provides a comprehensive infrastructure that enables Application
Service Providers (ASPs) to provision, monitor, measure and control customers'
quality of experience for each application service. It provides a point of
demarcation between the customer and the ASP; defines, enforces and validates
application service-level agreement (ASLAs); controls application performance;
and integrates billing. The AppVantage Application Subscriber management (ASM)
product line has three models that support a range of deployment options and
network capacities:
ASM-30 Low-range platform designed for connecting remote customer branches
at WAN speeds up to 512 kbps.
ASM-50 Mid-range platform designed for WAN speeds up to 6 Mbps. This model
is modular in that it is configured with two PCI-based expansion
slots to support future expansion while dual power supplies and
power-source connections ensure reliability.
ASM-70 High-performance platform designed for ASP and customer datacenters
at WAN speeds up to 45 Mbps. This model is also modular because it is
configured with two PCI-based expansion slots to support future
expansion while the dual power supplies and power-source connections
ensure reliability.
TECHNOLOGY
We differentiate our solution by combining our knowledge of enterprise
applications with our expertise in underlying network protocols. We have
invested heavily in developing valuable, proprietary software and related
technologies. In particular, we have developed expertise and technology in these
major areas: sophisticated traffic discovery and classification, flexible policy
definition and enforcement, precise rate control, application-based
response-time measurement, high-performance packet engines and scaleable
configuration. We have tied together these technologies with an easy-to-use, web
browser interface in order to insulate the end user from the sophistication of
the underlying technology and to allow them to derive the benefits of the
technology with minimal effort.
Sophisticated Traffic Discovery and Classification
The ability to automatically detect and classify an extensive collection
of applications and protocols differentiates PacketShaper from other bandwidth
management technologies. Sophisticated traffic classification is crucial to
understand network congestion and to target appropriate bandwidth-allocation
policies. Network software or devices that claim QoS features typically offer
rudimentary solutions because they can identify traffic based only on protocol
type or port numbers. This approach limits application-specific QoS capabilities
because these products do not recognize the detailed information required to
make intelligent classification decisions. PacketShaper discovers and classifies
traffic by focusing on content and applications where value to the end user
lies.
Relying only on more basic protocols to classify traffic prevents network
managers from discovering important traffic trends and limits policy-setting.
Sophisticated traffic types such as voice calls over networks based on Internet
Protocol, or VoIP, Oracle 8, TN3270, Citrix, and Microsoft DCOM cannot be
identified using rudimentary traffic classification schemes. PacketShaper
identifies traffic markers, detects changing, or dynamic, port assignments and
tracks transactions with changing port assignments. This sophisticated traffic
classification allows network managers to set policies and control the traffic
related to an individual application, session, client, server or traffic type.
PacketShaper permits a network manager to isolate each published application
running on a centralized server and can also differentiate among various
applications using the same port. For example, noncritical applications such as
web browsing and PointCast and mission-critical applications such as PeopleSoft
e7.5 and critical web sites are all assigned to the same TCP port number on a
network but can be individually classified using PacketShaper.
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PacketShaper needs no assistance from network managers to automatically
detect and identify over 150 traffic types. Without a sophisticated
identification and classification capability, managers are usually unaware of
the diversity of their own network traffic. In addition, managers can define
proprietary applications so that their traffic can be recognized and reported.
Our PacketShaper technology is differentiated by its ability to recognize older
enterprise protocols, such as AppleTalk, DECnet, IPX and SNA. We continuously
enhance PacketShaper's classification capability to include new traffic types.
Any traffic category can be made even more specific by adding more detailed
criteria -- for example, Oracle traffic to or from a particular database. The
PacketShaper automatically classifies over 200 different traffic types, some of
which are listed below. The traffic types are named either with their associated
protocol or application and are grouped according to the class of application
which generated that traffic. Each traffic type has an associated protocol which
allows it to be recognized on the network.
CLIENT/SERVER DIRECTORY E-MAIL FILE INTERNET LEGACY LAN
- ------------- SERVICES ------ SERVER -------- AND NON-IP
--------- ------ ----------
Baan biff ActiveX
CORBA CRS cc:MAIL Lockd FTP AppleTalk
FileMaker Pro DHCP Indent NetBIOS-IP Gopher AFP
FIX DNS IMAP NFS HTTP CU-Dev
Lotus Notes DPA MS DCOM Netware 5 IPv6 DECnet
MS DCOM Finger (Exchange) SLP IRC DLS
MS SQL LDAP MSSQ ISAKMP IPX
Oracle RADIUS POP3 Kerberos FNA
Oracle 8i rwho SMTP GAMING NNTP LAT
SMS LDAP SYSTEMS SOCKS NetBEUI
-------
Sun RPC TACACS Doom SSH SNA
whois Kali SSL
WINS Quake TFTP MESSAGING
---------
Quake II TCP UDP Groupwise
Quake II UDP UUCP Yahoo Msg
NETWORK PRINT ROUTING SESSION STREAMING VOICE OVER
MANAGEMENT ----- ------- ------- MEDIA ----------
PROTOCOL LPR AURP Citrix ----- Clarent CC
- ---------- TN3287 BGP OpenConnect MPEG CUSeeMe
Cisco TN5250p CBT PCAnywhere NetShow H.323
Discovery DRP RDP RealAudio I-Phone
ICMP PUSH EGP rlogin RTSP Micom VIP
NTP ----
REXEC Backweb EIGRP Telnet Shoutcast RTCP
SNMP Marimba IGMP Timbuktu Streamworks RTP
SYSLOG PointCast OSPF TN3270 WindowsMedia T.120
OSI TN5250 VDOPhone
PIM Xwindows TUNNELING
---------
RARP DLS
RIP GRE
Spanning Tree IPSEC
L2TP
RC5DES
PPTP
Flexible Policy Definition and Enforcement
PacketShaper provides network managers flexible tools to tailor solutions
for different applications or traffic types. Unlike queuing-based approaches,
PacketShaper allows network managers to do more than just prioritize one traffic
type over another. Our policy features offer the flexibility required to tune
bandwidth to specific applications and dynamically utilize available bandwidth.
Our policy features may be used individually or in conjunction with each other.
PacketShaper policy features include:
- Per-session rate policies. These policies enable network managers to
limit or guarantee bandwidth to each individual session of an
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application's traffic. Per-session policies allocate each session an
appropriate amount of bandwidth and prevent one large session from
inappropriately impacting others. Network managers specify a
minimum-guaranteed rate and allow the session scaled access to
additional available bandwidth. For example, a bandwidth cap for
traffic prevents web browsers from competing for bandwidth required
by mission-critical applications. Likewise, a guaranteed rate for
audio or video streams ensures that they are not interrupted by
traffic that tends to consume any available bandwidth.
- Partitions. Partitions allow the creation of a separate, exclusive
channel within a WAN access link. Partitions represent aggregate
bandwidth minimums or maximums governing how much of the network can
be used by a single application or traffic category. Partitions can
be fixed, creating dedicated virtual circuits, or burstable,
creating virtual circuits whose unused bandwidth can be shared.
- Priority policies. Priorities may be assigned to each application or
traffic category. Eight priority levels are available. Priority
policies are ideal for traffic that does not burst, non-IP traffic
and traffic characterized by small, high-priority flows.
- Admission-control policies. Admission control determines the
response if a bandwidth guarantee cannot be satisfied. Network
managers may choose to deny access, accommodate an additional user
with less than guaranteed performance, or, for web requests,
redirect the request to another server. For example, if an online
streaming-video service suffers a high- demand period and all
available bandwidth is consumed, an admission-control policy could
present a web page explaining that resources are busy. This allows a
maximum number of users to receive a targeted service quality
without degradation as new users seek to access the service.
- Discard and never-admit policies. These policies intentionally block
traffic. Discard policies toss packets without sending feedback to
the sender. Never-admit policies are similar to discard policies
except that the policy informs the sender that service is blocked.
Precise Rate Control
One of TCP/IP's primary weaknesses is an inability to guarantee QoS.
Unlike systems network architecture, or SNA, and asynchronous transfer mode, or
ATM, protocols, which have an embedded concept of rate, TCP/IP's attempts to
consume all available bandwidth conflict with the goal of predictable,
consistent, mission-critical application performance. PacketShaper's
standards-based TCP rate control technology overcomes TCP/IP's shortcomings by
proactively preventing congestion on both inbound and outbound flows and
increasing overall network throughput. Rather than discarding packets from a
congested queue, TCP rate control paces packet delivery to prevent congestion.
Rate control uses the remote user's access speed and real-time network latency
to calculate the optimal transmission speed. Evenly paced packet transmissions,
instead of packet bursts which consume all available bandwidth, yield
significant efficiency gains in the network. TCP rate control is a proactive and
precise way to increase network efficiency by avoiding retransmissions and
packet loss and creates a smooth, even flow rate that maximizes throughput. By
employing TCP rate control, PacketShaper manages the majority of traffic at the
access link before network congestion occurs.
For non-TCP based traffic, such as UDP, alternative rate-based management
techniques must be implemented. Typically UDP does not rely on acknowledgments
to signal successful receipt of data, and it therefore offers no means for flow
control. By directly controlling other TCP flows, however, PacketShaper
effectively makes bandwidth available for UDP flows. The combination of per flow
rate scheduling and explicit delay bounds removes latency and variability, or
jitter, for the UDP flows traversing the WAN access link.
For example, VoIP is a UDP-based application that is particularly
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latency-sensitive, requiring packets to be evenly spaced to eliminate jitter.
PacketShaper enhances VoIP performance in two ways. First, PacketShaper manages
competing traffic by using rate control to constrain bursty TCP traffic. In
addition, a rate policy for VoIP gives a minimum bandwidth guarantee to each
flow, ensuring that each voice stream gets the bandwidth it needs for
predictable performance. When there is a lull in the conversation, any unused
bandwidth is re-allocated to other traffic.
Application-Based Response-Time Measurement
PacketShaper's position in the enterprise network -- monitoring and
controlling all the traffic that passes -- gives it an opportunity to provide
accurate response-time measurements. Because it already handles and classifies
every packet, PacketShaper can easily calculate the time traffic spends
traveling between a client and a server and the time used by the server itself.
PacketShaper breaks each response-time measurement into network delay, the
time spent in transit, and server delay, the time the server used to process the
request. It can highlight clients and servers with the slowest performance.
PacketShaper allows network managers to set acceptability standards and then
track whether performance adheres to the standards.
High-Performance Packet Engines
Sophisticated classification and control of high-speed traffic must be
accomplished in an efficient manner. Adding significant delay in the process of
managing traffic flows would negate the resulting performance improvements.
Packeteer has developed expertise in the development of high-speed,
software-based packet engines running on real-time operating systems that can
efficiently process thousands of simultaneous high-speed connections with
minimal delay. This core-engine software technology scales to take advantage of
ever-increasing microprocessor performance to manage faster access links.
Scaleable Configuration
Large deployments require tools to ease the process of updating tens or
hundreds of PacketShapers that are distributed throughout the network. To
address these requirements, PacketShaper offers its own features, aligns with
industry standards and integrates with third-party tools.
For example, PacketShaper's Group Configuration Service is a feature in
the form of a web-based tool that network managers use to configure and deploy
large PacketShaper installations. As another example, PacketShaper can access a
lightweight directory access protocol, or LDAP, which is a networking industry
standard, to enable centralized management of data such as lists of IP
addresses. Finally, PacketShaper is accessible from within HP OpenView, a
Hewlett-Packard developed tool for network management.
CUSTOMERS
We sell all of our products through indirect channel partners. The
following is a representative list of our indirect channel partners by
geographic region:
EUROPE, AFRICA
NORTH AND SOUTH AMERICA AND THE MIDDLE EAST ASIA
- -------------------------------- -------------------------------- --------------------------------
AmeriNet, Inc. Activis, Ltd. AsiaSoft HK Ltd.
Alternative Technology ADAnet IIS Datacraft Asia Ltd.
Bay Data Consultants Alcatel Kanematsu USA, Inc.
Comdisco Computer Corp. Antea Consulting Lan Systems Pty Ltd.
Compaq Computer Corp. Data Construction Macnica, Inc.
Data Transit Iperformances Nissho Electronics Corporation
DTM Corporation Logical Networks Plc Teledata (Singapore) Ltd.
Ernst & Young, LLP ME Networks AG Unitech Computer Systems Limited
M-13 MIEL
MicroVisions
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NCA (Network Persetel PQ Client Computing
Computing Architects, Inc.) Telemation AG & Co Netzwerke
NETPLEX Systems, Inc. Wang Holdings Netherlands B.V.
NETsource
Ocean Systems Engineer/ITI
(OSEC)
SE Technologies, Inc.
Solunet, Inc.
ThinApse Corp
Trivalent LAN Concepts, Inc.
Unisys Corp. through LACD
Williams Telecommunications
The following is a representative list of end users that have deployed
multiple PacketShapers:
ENTERPRISES SERVICE PROVIDERS
- ------------------------------------------------------------------- --------------------------------
American Bottling Company Mitchell International, Inc. BIGLOBE
Autodesk, Inc. Motorola, Inc. British Telecommunications PLC
Borden Chemical Inc. Northwestern Mutual Life Cypress Communications
Boy Scouts of America Insurance Company NTT Corporation
Cytec Industries Inc. Shell SONERA Technologies
Domino's Pizza, Inc. Sony Pictures Entertainment Telefonica de Espana
EDS Staley/Tate & Lyle North America Verio Inc.
Grant Thornton International Standard & Poor's
Hoechst Marion Roussel AG Transamerica Corporation
Hewlett-Packard Company Unilever N.V.
In 1999, no one customer accounted for more than 10% of total net
revenues. In 1998, sales to Macnica accounted for 12% of total net revenues.
Sales to the top 10 indirect channel partners accounted for 37% and 45% of
total net revenues for the years ended December 31, 1999 and 1998, respectively.
Sales to customers outside of North America constituted 55% and 55% of
total net revenues for the years ended December 31, 1999 and 1998, respectively.
The following representative case studies of three of our current
customers illustrate how some of our customers have deployed our products:
Autodesk. Autodesk is a leading supplier of PC design software and
multimedia tools used for a wide range of design, engineering, mapping and
design-visualization purposes. Autodesk sought to reduce spending on expensive
international WAN connections to its worldwide offices, as well as to ensure
predictable performance for mission-critical applications such as SAP, Citrix
WinFrame and Microsoft Outlook. Before installing PacketShaper, Autodesk
required two permanent virtual circuits, or PVCs, for each of its hub locations:
one for mission-critical applications and another for secondary traffic such as
file transfers. Using PacketShaper, Autodesk was able to consolidate its network
traffic, simplify its network management, reduce its PVC requirements by half,
and realize cost savings and efficiency by not maintaining additional network
infrastructure.
Domino's Pizza. Domino's Pizza is a leader in pizza delivery. When
Domino's purchased a new order-processing application from PeopleSoft, it sought
to ensure that appropriate bandwidth would be available on its corporate network
while preserving performance for other important traffic such as IPX, which is
used for access to network directory services. Using PacketShaper, Domino's was
able to identify the different types of traffic on its network, including
traffic types it had not previously known were consuming bandwidth. Network
managers defined bandwidth-allocation policies to enable PeopleSoft performance,
protect other mission-critical applications, and reduce bandwidth for non-
urgent traffic during times of contention.
Hoechst Marion Roussel. Hoechst Marion Roussel, or HMR, is a leading
pharmaceutical company with operations worldwide. When HMR began deploying SAP
R/3 in its Latin American operations to support mission-critical financial
management, manufacturing and sales functions, they found SAP R/3 competed for
network bandwidth with Microsoft Exchange. Adding more bandwidth was not an
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effective solution because TCP/IP applications, such as Microsoft Exchange,
attempt to consume all of the available bandwidth on a network, leaving other
applications with inadequate bandwidth to perform properly. WAN bandwidth is
also very expensive in Latin America. Packeteer's TCP rate control technology
enabled HMR to manage their Microsoft Exchange traffic by setting appropriate
bandwidth policies for several applications and enabling SAP R/3 to perform even
during heavy network congestion. The easily deployable nature and remote
management capabilities of Packeteer's solution enabled HMR to deploy
PacketShapers in multiple sites where technical resources were scarce.
MANUFACTURING
We outsource our manufacturing, including warranty repair, to two contract
manufacturers. PEMSTAR, located in San Jose, California, manufactures our
PacketShaper 1000 and 2000, and Sanmina, located in San Jose, California,
manufactures our PacketShaper 4000. The manufacturing processes and procedures
for both of these manufacturers are ISO 9002 certified. Outsourcing our
manufacturing enables us to reduce fixed costs and to provide flexibility in
meeting market demand.
We design and develop the key components of our products, including
printed circuit boards and software. In addition, we determine the components
that are incorporated in our products and select the appropriate suppliers of
these components. Product testing and burn-in is performed by our contract
manufacturers using tests and automated testing equipment that we specify. We
also use inspection testing and statistical process controls to assure the
quality and reliability of our products.
We use a rolling seven-month forecast based on anticipated product orders
to determine our material requirements. Lead times for the materials and
components we order vary significantly and depend on factors such as specific
supplier, contract terms and demand for a component at a given time. We submit
purchase orders for quantities requested within 90 days. PEMSTAR, Sanmina or
Packeteer may terminate the contract without cause at any time. At that time the
terminating party must honor all open purchase orders.
MARKETING AND SALES
We target our marketing and sales efforts at enterprises and service
providers. Marketing and sales activities focus on reaching the corporate
application network managers responsible for the performance of mission-critical
applications in the enterprise. They also focus on reaching service providers
that provide valued-added service offerings, such as web hosting, application
outsourcing and application service-level management.
Our marketing programs support the sale and distribution of our products
and educate existing and potential enterprise and service provider customers
about the benefits of our application-adaptive bandwidth management solutions.
Our marketing efforts include the following:
- publication of technical and educational articles in industry
magazines;
- public speaking opportunities;
- web site-based communication and promotion;
- industry tradeshows, technical conferences and technology seminars;
and
- advertising, direct mail and public relations.
We classify our distribution channels in the following three categories:
- Solution Partners. We have established an indirect distribution
channel which is comprised of a network of over 100 VARs,
distributors and systems integrators that sell our solutions in over
50 countries. These solution partners sell PacketShapers and other
products that are
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complementary to our application-adaptive bandwidth management
solution.
- Technology Partners. Technology partners are OEMs and companies with
whom we have established joint development relationships. These
partners license our PacketWise software for integration into their
networking products. For example, we established a relationship with
Hewlett-Packard to enhance HP OpenView so that PacketShaper can be
managed through its interface.
- Alliance Partners. We have developed a marketing alliance program to
establish new marketing relationships, as well as enhance existing
relationships, with hardware, software and systems vendors. We
believe that we can build brand awareness by working with alliance
partners to identify the needs of specific customer environments.
For example, we formed an alliance with Citrix to identify and
enhance the performance of individual applications within the Citrix
MetaFrame and WinFrame environments and an alliance with Clarent
Corporation to identify and enhance the quality of their VoIP
applications. We work with alliance partners on various joint
marketing initiatives, including product literature, direct mailings
and seminars. Some of these partners include Great Plains, Sales
Logix and Attachmate.
As of December 31, 1999, our worldwide sales and marketing organization
consisted of 60 individuals, including managers, sales representatives and
technical and administrative support personnel. We have ten domestic sales
offices located in Bedminster, New Jersey; Chicago, Illinois; Cupertino and San
Diego, California; Dallas, Irving and Grapevine, Texas; Fall River,
Massachusetts; Duluth, Georgia; and Tacoma, Washington. In addition, we have
four international sales offices located in Hong Kong; Sydney, Australia; Tokyo,
Japan; and Waddinxveen, The Netherlands.
We believe there is a strong international market for our bandwidth
management solutions. Our international sales are conducted primarily through
our overseas offices. Sales to customers outside of North America accounted for
55% and 55% of our total net revenues in 1999 and 1998, respectively. In
addition, sales to Asia Pacific accounted for 26% and 31% of our total net
revenues in 1999 and 1998, respectively.
RESEARCH AND DEVELOPMENT
As of December 31, 1999, our research and development organization
consisted of 30 employees, each with expertise in a different area of our
software: core engineering, classification, configuration and reporting
management, user interface and platform engineering. Since inception, we have
focused our research and development efforts on developing and enhancing our
application-adaptive bandwidth management solutions.
CUSTOMER SERVICE AND TECHNICAL SUPPORT
Our customer service and support organization provides both product
maintenance and technical support services. Our technical support staff is
strategically located in five regional service centers: California, Hong Kong,
Japan, Australia and The Netherlands. Our indirect channel partners offer
similar support services for all of our products they sell. These services are
typically sold as a one-year contract to our resellers and end users. These
services are not provided without a maintenance contract.
COMPETITION
We compete in a new, rapidly evolving and highly competitive sector of the
Internet application infrastructure system market. We expect competition to
persist and intensify in the future from a number of different sources.
Increased
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competition could result in reduced prices and gross margins for our products
and could require increased spending by us on research and development, any of
which could harm our business. We compete with Cisco, CheckPoint and several
small private companies which sell products that utilize competing technologies
to provide bandwidth management. In addition, our products and technology
compete for information technology budget allocations with products that offer
monitoring technologies, such as probes and related software. Lastly, we face
indirect competition from companies that offer enterprises and service providers
increased bandwidth and infrastructure upgrades that increase the capacity of
their networks, and thereby may lessen or delay the need for bandwidth
management.
We believe the principal competitive factors in the bandwidth management
solutions market are:
- expertise and in-depth knowledge of applications;
- timeliness of new product introductions;
- ability to integrate in the existing network architecture without
requiring network reconfigurations or desktop changes;
- ability to ensure end-user performance in addition to aggregate
performance of the WAN access link;
- compatibility with industry standards;
- products that do not increase latency and packet loss;
- size and scope of distribution network;
- brand name; and
- access to customers and size of installed customer base.
INTELLECTUAL PROPERTY
We rely on a combination of patent, copyright and trademark laws, and on
trade secrets, confidentiality provisions and other contractual provisions to
protect our proprietary rights. These measures afford only limited protection.
We currently have three issued U.S. patents and nine pending patent applications
including one for which we have received a notice of allowance. We cannot assure
you that our means of protecting our proprietary rights in the U.S. or abroad
will be adequate or that competitors will not independently develop similar
technologies. Our future success depends in part on our ability to protect our
proprietary rights to the technologies used in our principal products. Despite
our efforts to protect our proprietary rights, unauthorized parties may attempt
to copy aspects of our products or to obtain and use trade secrets or other
information that we regard as proprietary. In addition, the laws of some foreign
countries do not protect our proprietary rights as fully as do the laws of the
U.S. We cannot assure you that any issued patent will preserve our proprietary
position, or that competitors or others will not develop technologies similar to
or superior to our technology. Our failure to enforce and protect our
intellectual property rights could harm our business, operating results and
financial condition.
From time to time, third parties, including our competitors, have asserted
patent, copyright and other intellectual property rights to technologies that
are important to us. We expect that we will increasingly be subject to
infringement claims as the number of products and competitors in the
application-adaptive bandwidth management market grows and the functionality of
products overlaps. The results of any litigation matter are inherently
uncertain. In the event of an adverse result in any litigation with third
parties that could arise in the future, we could be required to pay substantial
damages, including treble damages if we are held to have willfully infringed, to
cease the manufacture, use and sale of infringing products, to expend
significant resources to develop non-infringing technology, or to obtain
licenses to the infringing technology. Licenses may not be available from any
third party that asserts intellectual property claims against us on commercially
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reasonable terms, or at all. In addition, litigation frequently involves
substantial expenditures and can require significant management attention, even
if we ultimately prevail.
EMPLOYEES
As of December 31, 1999, Packeteer employed a total of 107 full-time
employees. Of the total number of employees, 30 were in research and
development, 47 in sales and customer service, 13 in marketing, 3 in operations
and 14 in administration. Our employees are not represented by any collective
bargaining agreement with respect to their employment by Packeteer.
ITEM 2. PROPERTIES
We lease approximately 35,963 square feet of administrative and research
and development facilities in Cupertino, California. We believe our current
facilities will be sufficient to handle our operations for at least the next 12
months. We believe that future growth can be accommodated by obtaining the
necessary additional space. Packeteer leases sales offices in the following
locations: Duluth, Georgia; Bedminster, New Jersey; Dallas, Texas; Tacoma,
Washington; Sydney, Australia; Hong Kong; Tokyo, Japan; and Waddinxveen, The
Netherlands.
ITEM 3. LEGAL PROCEEDINGS
We have no material legal proceedings threatened or pending.
ITEM 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
Our common stock has been quoted on the Nasdaq National Market under the
symbol "PKTR" since our initial public offering on July 28, 1999. Prior to this
time, there was no public market for our common stock. The following table shows
the high and low sale prices per share of our common stock as reported on the
Nasdaq National Market for the periods indicated:
As of February 29, 2000, there were approximately 1,179 holders of our
common stock. We have never declared or paid any dividends on our capital stock.
We currently expect to retain future earnings, if any, for use in the operation
and expansion of our business and do not anticipate paying any cash dividends in
the foreseeable future. The covenants under our Loan and Security Agreement with
Silicon Valley Bank prohibit us from paying cash dividends.
High Low
------- ------
Fiscal 1999:
Third Quarter (from July 28, 1999).............. $ 56.50 $21.13
Fourth Quarter.................................. 75.38 29.75
ITEM 6. SELECTED FINANCIAL DATA
The selected consolidated financial data set forth below should be read in
conjunction "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and the Consolidated Financial Statements of Packeteer,
Inc. and the Notes thereto included elsewhere in this report. The historical
results are not necessarily indicative of the operating results to be expected
in the future.
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PERIOD FROM
YEARS ENDED DECEMBER 31, JAN. 25, 1996
------------------------- (INCEPTION) TO
1999 1998 1997 DEC. 31, 1996
------ ------ ------ --------------
(in thousands,
except per share data)
CONSOLIDATED STATEMENTS OF OPERATIONS DATA:
Net revenues:
Product revenues........................... $ 16,824 $ 7,105 $ 1,413 $ --
Licensing revenues......................... 1,617 125 -- --
-------- ------- ------- -------
Total net revenues.................... 18,441 7,230 1,413 --
Cost of revenues............................. 5,286 2,386 457 --
-------- ------- ------- -------
Gross profit................................. 13,155 4,844 956 --
Operating expenses:
Research and development................... 5,164 2,779 2,932 725
Sales and marketing........................ 13,737 8,866 3,210 349
General and administrative................. 2,936 1,750 934 238
Amortization of stock-based compensation... 3,088 537 -- --
-------- ------- ------- -------
Total operating expenses.............. 24,925 13,932 7,076 1,312
-------- ------- ------- -------
Net loss from operations..................... (11,770) (9,088) (6,120) (1,312)
Interest and other income.................... 1,757 367 238 75
Interest and other expense................... (863) (78) (27) --
-------- ------- ------- -------
Net loss..................................... $(10,876) $(8,799) $(5,909) $(1,237)
======== ======= ======= =======
Basic and diluted net loss per share......... $ (0.71) $ (1.54) $ (1.82) $ (1.28)
======== ======= ======= =======
Shares used in computing basic and diluted
net loss per share.(1) .................... 15,343 5,709 3,253 965
======== ======= ======= =======
DECEMBER 31,
------------------------------------
1999 1998 1997 1996
------ ------ ------ ------
(in thousands)
CONSOLIDATED BALANCE SHEETS DATA:
Cash, cash equivalents and investments................... $65,158 $4,477 $2,416 $4,255
Working capital.......................................... 51,285 3,501 2,611 4,077
Total assets............................................. 71,106 8,570 4,935 4,453
Long-term obligations.................................... 839 739 356 --
Total stockholders' equity............................... 59,120 3,759 2,804 4,251
(1) See Note 1 of Notes to Consolidated Financial Statements for an explanation
of the determination of the weighted average common and common equivalent
shares used to compute net loss per share.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with our
consolidated financial statements and the related notes included elsewhere in
this report. Except
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for historical information, the discussion in this report contains
forward-looking statements that involve risks and uncertainties. Our actual
results could differ materially from those anticipated in the forward-looking
statements as a result of a number of factors, including the risks described in
the section titled "Factors Affecting Operating Results" set forth below.
OVERVIEW
Packeteer is a leading provider of Internet application infrastructure
systems designed to enable businesses and service providers to ensure the
quality of experience for networked applications and application services.
Packeteer's advanced PacketWise software, the foundation of the Company's
innovative PacketShaper and AppVantage systems, integrates application
discovery, analysis, control and reporting technologies that are required for
proactive application performance and bandwidth management.
Packeteer's products are deployed today by leading companies and service
providers through an established network of more than 100 VARs, distributors and
system integrators in more than 50 countries. In addition, PacketWise software
is licensed by major communications industry partners who integrate the software
into specific strategic networking solutions. We have subsidiaries in Hong Kong,
Japan and The Netherlands.
We were incorporated in January 1996. From our inception through January
1997, our operating activities related primarily to establishing a research and
development organization, developing and testing prototype designs, establishing
a sales and marketing organization and developing customer, vendor and
manufacturing relationships. We shipped our first product, the PacketShaper
2000, in February 1997. Since then, we have focused on developing additional
products and product enhancements, building our worldwide indirect sales channel
and establishing our sales, marketing and customer support organizations. We
began shipments of the PacketShaper 1000 and 4000 in October 1997. Since
inception, we have incurred significant losses and as of December 31, 1999, had
an accumulated deficit of $26.8 million.
In order to further the growth of our business, we sold 4,600,000 shares of
common stock in our initial public offering on July 28, 1999, which raised
approximately $62.6 million net of fees and expenses.
We sell our products worldwide exclusively through VARs, distributors,
systems integrators and OEMs. We use indirect channels to leverage the reach of
our sales force to obtain worldwide coverage. Our sales force and marketing
efforts are used to develop brand awareness and support our indirect channels.
We have a limited operating history. We have not achieved profitability on
a quarterly or annual basis, and we anticipate that we will incur net losses for
at least the next several quarters. We expect to continue to incur significant
sales and marketing, product development and administrative expenses and, as a
result, will need to generate significant quarterly revenues to achieve and
maintain profitability.
RESULTS OF OPERATIONS
The following table sets forth certain financial data for the periods
indicated as a percentage of total net revenues. These historical operating
results are not necessarily indicative of the results for any future period.
YEARS ENDED DECEMBER 31,
------------------------
1999 1998 1997
---- ---- ----
Net revenues:
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Product revenues.................................. 91% 98% 100%
Licensing revenues................................ 9 2 --
---- ---- ----
Total net revenues........................... 100 100 100
Cost of revenues.................................... 29 33 32
---- ---- ----
Gross margin........................................ 71 67 68
Operating expenses:
Research and development.......................... 28 38 208
Sales and marketing............................... 74 123 227
General and administrative........................ 16 24 66
Amortization of stock-based compensation.......... 17 8 --
---- ---- ----
Total operating expenses..................... 135 193 501
---- ---- ----
Net loss from operations............................ (64) (126) (433)
Interest and other income........................... 10 5 17
Interest and other expense.......................... (5) (1) (2)
----- ----- -----
Net loss............................................ (59)% (122)% (418)%
====== ====== ======
Total net revenues
Our total net revenues consist primarily of product sales and, to a lesser
extent, licensing fees from OEM partners. Our product revenues consist of sales
of our PacketShaper family of products. We recognize product revenues once the
customer issues a noncancelable purchase order and the product has been shipped
to the customer. Maintenance revenue is deferred and amortized over the period
of the contract. Service revenue is recognized as the services are performed.
Maintenance and service revenues to date have not been significant. We routinely
analyze and provide, as necessary, reserves at the time of shipment for product
returns and allowances. We have estimated these reserves based on our experience
and other available information since we began shipping. These amounts have not
been significant to date. Our ability to estimate these reserves is limited to
the short history we have of shipping products. Our licensing revenues currently
consist of licensing fees and royalty payments from unit sales of OEM products
that incorporate our technology. We recognize OEM license fees, which include
post-contract customer support, when the software has been shipped to the
customer, the fees are fixed and determinable and there is evidence of the fair
value of the post-contract customer support. When sufficient evidence of fair
value of post-contract customer support is not available, revenues are
recognized ratably over the support period. When we do not have sufficient
evidence of fair value of post-contract customer support for our OEM license
arrangements, we recognize the revenues for these arrangements over the support
period.
Total net revenues increased to $18.4 million in fiscal 1999 from $7.2
million in fiscal 1998 and from $1.4 million in fiscal 1997. Product revenues
increased to $16.8 million in fiscal 1999 from $7.1 million in fiscal 1998 and
$1.4 million in fiscal 1997 due to the increased number of units sold as a
result of increased channel and market development and product acceptance.
Licensing revenues increased to $1.6 million in fiscal 1999 from $125,000 in
fiscal 1998 and $0 in fiscal 1997. These increases were due to license and
royalty revenues from the ADC Telecommunications and Adtran agreements.
In fiscal 1999, no one customer accounted for more than 10% of total net
revenues. In fiscal 1998, sales to Macnica accounted for 12% of total net
revenues. Sales to the top 10 indirect channel partners accounted for 37% and
45% of total net revenues for fiscal 1999 and fiscal 1998, respectively. See
Note 9 of the Notes to Consolidated Financial Statements.
Cost of revenues
Our cost of revenues consist primarily of the cost of finished products
purchased from our two turnkey manufacturers, documentation and other overhead
costs. We outsource the manufacturing of the PacketShaper 1000 and PacketShaper
2000 to PEMSTAR and the PacketShaper 4000 to Sanmina. Our cost of revenues
increased to $5.3 million in fiscal 1999 from $2.4 million in fiscal 1998 and
$457,000 in fiscal
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1997. The cost of revenues represented 29%, 33% and 32% of total net revenues in
fiscal 1999, 1998 and 1997, respectively. The percentage decrease from fiscal
1998 to fiscal 1999 was due to increased economies of scale and reductions in
manufacturing costs. The percentage increase from fiscal 1997 to fiscal 1998 was
due to increases in manufacturing costs.
Research and development
Research and development expenses consist primarily of salaries and
related personnel expenses, consultant fees and prototype expenses related to
the design, development, testing and enhancement of the PacketShaper family of
products and PacketWise software. Research and development expenses increased to
$5.2 million in fiscal 1999 from $2.8 million in fiscal 1998 and $2.9 million in
fiscal 1997. The increase in research and development expenses from fiscal 1998
to fiscal 1999 was due to increases in personnel, consulting and related
overhead costs. The decrease in research and development expenses from fiscal
1997 to fiscal 1998 was due to reduced design, development and prototype
expenses partially offset by increases in staffing and related personnel costs.
Research and development expenses represented 28%, 38% and 208% of total net
revenues in fiscal 1999, 1998 and 1997, respectively. These percentage decreases
were primarily due to increased total net revenues.
As of December 31, 1999, all research and development costs have been
expensed as incurred. We believe that continued investment in research and
development is critical to attaining our strategic product and cost reduction
objectives. We expect these absolute dollar expenses to increase in the future
as we continue to develop new products and enhance existing products.
Sales and marketing
Sales and marketing expenses consist primarily of salaries, commissions
and related personnel expenses for those engaged in the sales, marketing and
support of the product as well as related trade show, promotional and public
relations expenses. Sales and marketing expenses increased to $13.7 million in
fiscal 1999 from $8.9 million in fiscal 1998 and $3.2 million in fiscal 1997.
The increases in both fiscal 1999 and fiscal 1998 reflected the hiring of
additional personnel in connection with building our sales force, and channel
and increased marketing activities. Sales and marketing expenses represented
75%, 123% and 227% of total net revenues for fiscal 1999, 1998 and 1997,
respectively. These percentage decreases were due to increased total net
revenues. We intend to pursue sales and marketing campaigns aggressively and
therefore expect our absolute dollar expenses to increase in the future.
General and administrative
General and administrative expenses consist primarily of salaries and
related personnel expenses for administrative personnel, professional fees and
other general corporate expenses. General and administrative expenses increased
to $2.9 million in fiscal 1999 from $1.8 million in fiscal 1998 and $934,000 in
fiscal 1997. General and administrative expenses represented 16%, 24% and 66% of
total net revenues for fiscal 1999, 1998 and 1997, respectively. These
percentage decreases were primarily due to increased net revenues. As we add
personnel and incur additional costs related to the growth of our business, we
expect our absolute dollar expenses to increase in the future.
Stock based compensation
Amortization of stock-based compensation resulted from the granting of
stock options to employees and consultants with exercise prices per share
determined to be below the deemed fair value per share of our common stock on
the dates of grant for financial reporting purposes. The stock-based
compensation is being amortized to expense in accordance with FASB
Interpretation No. 28 over the vesting period of the individual options,
generally four years. We recorded stock-based compensation expense of $3.1
million and $537,000 in fiscal 1999 and 1998, respectively, leaving $2.1 million
to be amortized in future periods.
Interest and other income
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Interest and other income consists primarily of interest income on our
cash and investments. Interest and other income totaled $1.8 million, $367,000
and $238,000 for fiscal 1999, 1998 and 1997, respectively. The increase in
fiscal 1999 relates to interest income on proceeds from our initial public
offering in July 1999.
Interest and other expense
Interest and other expense consists of interest expense related to our
line of credit, debt and capital lease obligations. Interest and other expense
totaled $863,000, $78,000 and $27,000 for fiscal 1999, 1998 and 1997,
respectively. The increase in fiscal 1999 relates to increased interest charges
on our line of credit, debt and capital lease obligations.
Income tax provision
Since inception, we have incurred net operating losses for federal and
state purposes and have not recognized any tax provision or benefit. As of
December 31, 1999, we had net operating loss carryforwards of approximately
$23.6 million and $14.6 million for federal and state income tax purposes,
respectively. These carryforwards, if not utilized, expire beginning 2005
through 2019. Federal and state laws impose significant restrictions on the
utilization of net operating loss carryforwards in the event of a shift in our
ownership that constitutes an "ownership change", as defined in Section 382 of
the Internal Revenue Code. If we have an ownership change, the ability to
utilize the stated carryforwards could be significantly reduced. See Note 7 of
Notes to the Consolidated Financial Statements.
LIQUIDITY AND CAPITAL RESOURCES
We have financed our operations primarily from the sale of preferred and
common stock and other financing activities such as bank credit against accounts
receivable, subordinated debt offerings and capital equipment leasing. Cash,
cash equivalents and investments totaled $65.2 million at December 31, 1999, an
increase of $60.7 million from $4.5 million at December 31, 1998. The increase
is due to the sale of common stock in our initial public offering in fiscal year
1999 and debt financing, partially offset by cash used in operations. Cash used
in operating activities in 1999 was $5.9 million, a decrease of $1.1 million
from $7.0 million in cash used in operating activities in 1998.
We have a lease to finance the acquisition of computer software and
hardware, and furniture. Our original lease agreement was extended and expired
as of November 1999. As of December 31, 1999, approximately $1.1 million was
outstanding under capital lease obligations related to this original lease
agreement. We have negotiated a new lease agreement that expires on November 30,
2000. The new lease agreement was unused as of December 31, 1999 and has a
capacity of $1.5 million. We have a revolving credit facility against accounts
receivable which provided borrowings of up to $3.0 million and expired on
January 10, 2000. We have negotiated a renewal for the credit facility that will
provide borrowings of up to $5.0 million and will expire on January 9, 2001.
Borrowings under this credit facility bear interest at the prime rate, which was
8.5% as of December 31, 1999, are due upon demand and are secured by
substantially all of our assets. At December 31, 1999, we had borrowed $1.9
million against our credit facility.
We also entered into subordinated loan and security agreements in January
1999 and May 1999. Borrowings under each of these agreements were $2.5 million
(for an aggregate amount of $5.0 million borrowed), bear interest at a rate of
12.25% and 12.76% per annum, respectively, and are secured by all of our
tangible assets. In August 1999, we repaid the $2.5 million borrowed under the
subordinated loan under the January 1999 agreement. At December 31, 1999, $2.5
million remained outstanding on the May 1999 agreement.
We expect to experience growth in our working capital needs for the
foreseeable future in order to execute our business plan. We anticipate that
operating activities, as well as planned capital expenditures, will constitute a
partial use of our cash resources. In addition, we may utilize cash resources to
fund acquisitions or investments in complementary businesses, technologies or
products. We believe that our current cash, cash equivalents, investments and
cash generated from operations and available borrowings under our credit
facilities, will
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be sufficient to meet our anticipated cash requirements for working capital and
capital expenditures for at least the foreseeable future.
Year 2000 Compliance
Many currently installed computer systems and software products are coded
to accept only two-digit entries in the date code field. In order to distinguish
21st century dates from 20th century dates, the date code field needed to be
expanded to 4 digits. As a result, many companies' software and computer systems
were upgraded or replaced in order to comply with these year 2000 requirements.
The use of software and computer systems that are not year 2000 compliant could
have resulted in system failures or miscalculations resulting in disruptions of
operations, including among other things, a temporary inability to process
transactions, send invoices, or engage in normal business activities.
To date, we have not suffered any disruptions in our computer systems or
software when the expanded date code field was first used on January 1, 2000. In
addition, to date, we have not been made aware that any third-party systems we
rely on, the manufacturing systems of our vendors or the systems our customers
use to order our services have suffered disruptions in their systems.
To date, we have spent approximately $50,000 on year 2000 compliance. At
this time, we do not expect to incur future expenditures relating to year 2000
compliance matters.
RISK FACTORS
You should carefully consider the risks described below before making an
investment decision. If any of the following risks actually occur, our business,
financial condition or results of operations could be materially and adversely
affected. In such case, the trading price of our common stock could decline, and
you may lose all or part of your investment.
OUR LIMITED OPERATING HISTORY AND THE RAPIDLY EVOLVING MARKET WE SERVE MAKES
EVALUATING OUR BUSINESS PROSPECTS DIFFICULT
We were incorporated in January 1996 and began shipping our products
commercially in February 1997. Because of our limited operating history and the
uncertain nature of the rapidly changing market that we serve, we believe the
prediction of future results of operations is difficult. As an investor in our
common stock, you should consider the risks and difficulties that we face as an
early stage company in a new and rapidly evolving market. Some of the specific
risks we face include our ability to:
- execute our sales and marketing strategy;
- maintain current and develop new relationships with key VARs,
distributors, systems integrators and original equipment manufacturers,
or OEMs; and
- expand our domestic and international sales efforts.
WE HAVE A HISTORY OF LOSSES, EXPECT OUR EXPENDITURES TO INCREASE AND OUR LOSSES
TO CONTINUE, AND MAY NEVER ACHIEVE PROFITABILITY
We have incurred losses since we commenced operations in 1996 and may never
achieve profitability. Furthermore, we currently expect that our operating
expenditures will continue to increase significantly and we may not generate a
sufficient level of revenues to offset these expenditures or be able to adjust
spending in a timely manner to respond to any unanticipated decline in revenues.
We incurred net losses of $5.9 million in 1997, $8.8 million in 1998 and $10.9
million in 1999. As of December 31, 1999, we had an accumulated deficit of $26.8
million. Although our revenues have grown in recent quarters, we cannot be
certain when or if we will realize sufficient revenues to achieve profitability.
If revenues grow slower than we anticipate or if operating expenditures exceed
our expectations or
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cannot be adjusted accordingly, we may continue to experience significant losses
on a quarterly and annual basis. Even if we achieve profitability, we cannot
assure you that we can sustain or increase profitability on a quarterly or
annual basis in the future.
OUR FUTURE OPERATING RESULTS MAY NOT MEET ANALYSTS' EXPECTATIONS AND MAY
FLUCTUATE SIGNIFICANTLY, WHICH COULD ADVERSELY AFFECT OUR STOCK PRICE
We believe that period-to-period comparisons of our operating results
cannot be relied upon as an indicator of our future performance. Our operating
results may be below the expectations of public market analysts or investors in
some future quarter. If this occurs, the price of our common stock would likely
decrease. Our operating results are likely to fluctuate significantly in the
future on both a quarterly and an annual basis due to a number of factors, many
of which are outside our control. Factors that could cause our operating results
to fluctuate include variations in:
- the mix of products we sell;
- the mix of channels through which those products are sold;
- the average selling prices of our products;
- the timing and size of orders and shipments of our products;
- the amount and timing of revenues from OEMs; and
- the amount and timing of our operating expenses.
In the past, we have experienced fluctuations in operating results. For
example, gross margin decreased from 69.6% for the three months ended December
31, 1997 to 61.8% for the three months ended March 31, 1998, primarily due to
variations in the mix of products sold and variations in channels through which
products were sold. Research and development expenses have fluctuated due to
increased prototype expenses and consulting fees related to the launch of new
products, increased personnel expenses and costs associated with a facilities
move. Sales and marketing expenses have fluctuated due to increased personnel
expenses, expenditures related to trade shows and the launch of new products.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations" for detailed information on our annual operating results.
OUR RELIANCE ON SALES OF OUR PRODUCTS BY OTHERS MAKES IT DIFFICULT TO PREDICT
OUR REVENUES AND RESULTS OF OPERATIONS
The timing of our revenues is difficult to predict because of our reliance
on indirect sales channels and the variability of our sales cycle. The length of
our sales cycle for sales through our indirect channel partners to our end users
may vary substantially depending upon the size of the order and the distribution
channel through which our products are sold. We expect to have difficulties in
predicting revenues from OEMs because we are unable to forecast unit sales of
their products which incorporate our technology. Sales from our VARs and systems
integrators to end users typically take three to four months to complete. We are
dependent on timely and accurate inventory information from our indirect channel
partners to enable us to establish channel inventory reserves for indirect
channel partners whose inventory exceeds normal stocking levels. If this
inventory information is not timely or accurate, we could experience increased
levels of sales returns or unforecasted fluctuations in future revenue.
If revenues forecasted in a particular quarter do not occur in that
quarter, our operating results for that quarter could be adversely affected.
Furthermore, because our expense levels are based on our expectations as to
future revenue and to a large extent are fixed in the short term, a substantial
reduction or delay in sales of our products or the loss of any significant
indirect channel partner could harm our business.
IF THE BANDWIDTH MANAGEMENT SOLUTIONS MARKET FAILS TO GROW, OUR BUSINESS WILL
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FAIL
The market for bandwidth management solutions is in an early stage of
development and its success is not guaranteed. Therefore, we cannot accurately
assess the size of the market, the products needed to address the market, the
optimal distribution strategy, or the competitive environment that will develop.
In order for us to be successful, our potential customers must recognize the
value of more sophisticated bandwidth management solutions, decide to invest in
the management of their networks and the performance of important business
software applications and, in particular, adopt our bandwidth management
solutions. The growth of the bandwidth management solutions market also depends
upon a number of factors, including the availability of inexpensive bandwidth,
especially in international markets, and the growth of wide area networks.
IF WE ARE UNABLE TO DEVELOP AND MAINTAIN STRONG PARTNERING RELATIONSHIPS WITH
OUR INDIRECT CHANNEL PARTNERS, OR IF THEIR SALES EFFORTS ON OUR BEHALF ARE NOT
SUCCESSFUL, OUR SALES MAY SUFFER AND OUR REVENUES MAY NOT INCREASE
We rely on an indirect distribution channel consisting of VARs,
distributors, systems integrators and OEMs for all of our revenues. Because many
of our indirect channel partners also sell competitive products, our success and
revenue growth will depend on our ability to develop and maintain strong
cooperative relationships with significant indirect channel partners, as well as
on the sales efforts and success of those indirect channel partners.
We cannot assure you that our indirect channel partners will market our
products effectively or continue to devote the resources necessary to provide us
with effective sales, marketing and technical support. In order to support and
develop leads for our indirect distribution channels, we plan to expand our
field sales and support staff significantly. We cannot assure you that this
internal expansion will be successfully completed, that the cost of this
expansion will not exceed the revenues generated or that our expanded sales and
support staff will be able to compete successfully against the significantly
more extensive and well-funded sales and marketing operations of many of our
current or potential competitors. In addition, our indirect channel agreements
are generally not exclusive and one or more of our channel partners may compete
directly with another channel partner for the sale of our products in a
particular region or market. This may cause such channel partners to stop or
reduce their efforts in marketing our products. Our inability to effectively
establish or manage our distribution channels would harm our sales.
DEVELOPING STRONG OEM RELATIONSHIPS WILL BE TIME AND RESOURCE INTENSIVE AND MAY
NOT RESULT IN THE SUCCESSFUL DEPLOYMENT OF OUR TECHNOLOGY AND PRODUCTS
One aspect of our sales strategy is to develop relationships with OEM
partners that will license our PacketWise software and incorporate it into their
networking products. If we are not successful in entering into suitable OEM
relationships, our ability to successfully deploy our PacketWise software and
build brand awareness would be harmed. The development of OEM relationships
generally involves a considerable amount of management time and company
resources as potential OEM partners evaluate the viability of integrating our
technology. We cannot assure you that potential OEM partners will enter into a
relationship with us after we have expended these efforts and costs. In
addition, even if we are successful in entering into an OEM relationship, we
cannot assure you that our current or future OEM partners will be able to
integrate our technology into commercially viable products on a timely basis.
Furthermore, we cannot assure you that our OEM partners will give a high
priority to the marketing and sale of products which incorporate our technology
or that our OEM partners will not develop competitive products and decide to
terminate or minimize their relationship with us. The failure to build and
maintain successful OEM relationships would have a negative effect on the
deployment of our technology and products.
IF WE ARE NOT ABLE TO MAINTAIN CURRENT AND FUTURE OEM RELATIONSHIPS, OUR
BUSINESS WILL BE HARMED
We may be unable to retain our current or future OEM partners. Generally,
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OEM relationships can be terminated with little or no notice. Our recent OEM
agreements with ADC Telecommunications, Inc. and Adtran, Inc. are not exclusive
and are each for an initial term of five years, with no obligation for either
ADC or Adtran to renew their respective agreements with us. We expect to enter
into similar OEM relationships in the future. If our relationship with any
current or future OEM partner is terminated by either party, we may not be
successful in replacing such partner on a timely basis or at all with another
suitable OEM partner.
OUR RELIANCE ON OEM PARTNERS FOR THE SALE OF OUR PRODUCTS MAKES IT DIFFICULT TO
MANAGE AND FORECAST PRODUCTION AND DELIVERY SCHEDULES AND SALES EXPECTATIONS
Our inability to forecast the level of orders from OEM partners may make
it difficult to schedule production, manage our contract manufacturers, and
forecast sales. The level and timing of orders placed by OEM partners who
purchase hardware from us may vary due to many factors including OEM partners'
attempts to balance their inventories, changes in the OEM partners'
manufacturing strategies and variation in demand for their products. Due to
product life cycles, competitive and economic conditions, these OEM partners
generally do not commit to firm production schedules in advance. Anticipated
orders from our current or future OEM partners may not materialize or delivery
schedules may be deferred as a result of changes in customer's business needs.
These order fluctuations and deferrals will harm our business.
THE PACKETSHAPER FAMILY OF PRODUCTS, WHICH INCLUDES THE APPVANTAGE MODELS AND
PACKETWISE SOFTWARE ARE CURRENTLY OUR ONLY PRODUCTS, AND ALL OF OUR CURRENT
REVENUES AND A SIGNIFICANT PORTION OF OUR FUTURE GROWTH DEPENDS ON THEIR
COMMERCIAL SUCCESS
All of our current revenues and a significant portion of our future growth
depends on the commercial success of our PacketShaper family of products and
PacketWise software, which are the only products that we currently offer. If our
target customers do not widely adopt, purchase and successfully deploy the
PacketShaper family of products or PacketWise software, our revenues will not
grow significantly.
IF OUR INTERNATIONAL SALES EFFORTS ARE UNSUCCESSFUL, OUR BUSINESS WILL FAIL TO
GROW
The failure of our indirect partners to sell our products internationally
will harm our business. Sales to customers outside of North America accounted
for 54.7% of our total net revenues in 1998 and 54.9% of our total net revenues
in 1999. In particular, sales to customers in our Asia Pacific region accounted
for 31.0% of our total net revenues in 1998 and 26.0% of our total net revenues
in 1999. Our ability to grow will depend in part on the expansion of
international sales, which will require success on the part of our VARs,
distributors, systems integrators and OEMs in marketing our products.
We intend to expand operations in our existing international markets and
to enter new international markets, which will demand management attention and
financial commitment. We may not be able to successfully expand our
international operations. In addition, a successful expansion of our
international operations and sales in foreign markets will require us to develop
relationships with suitable indirect channel partners operating abroad. We may
not be able to identify, attract or retain these indirect channel partners.
Furthermore, to increase revenues in international markets, we will need
to continue to establish foreign operations, to hire additional personnel to run
these operations and to maintain good relations with our foreign indirect
channel partners. To the extent that we are unable to successfully do so, our
growth in international sales will be limited.
Our international sales are currently all U.S. dollar-denominated. As a
result, an increase in the value of the U.S. dollar relative to foreign
currencies could make our products less competitive in international markets. In
the future, we may elect to invoice some of our international customers in local
currency. Doing so will subject us to fluctuations in exchange rates between the
U.S. dollar and the particular local currency.
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SALES TO MACNICA OR OUR OTHER LARGE CUSTOMERS WOULD BE DIFFICULT TO REPLACE IF
LOST
A limited number of indirect channel partners have accounted for a large
part of our revenues to date and we expect that this trend will continue.
Because our expense levels are based on our expectations as to future revenue
and to a large extent are fixed in the short term, any significant reduction or
delay in sales of our products to any significant indirect channel partner or
unexpected returns from these indirect channel partners could harm our business.
No one customer accounted for more than 10% of total net revenues in 1999.
Sales to Macnica, Inc. accounted for 12% of our total net revenues in 1998. We
expect that our largest customers in the future could be different from our
largest customers today. End users can stop purchasing and indirect channel
partners can stop marketing our products at any time. We cannot assure you that
we will retain these indirect channel partners or that we will be able to obtain
additional or replacement partners. The loss of one or more of our key indirect
channel partners or the failure to obtain and ship a number of large orders each
quarter could harm our operating results.
COMPETITION FOR EXPERIENCED PERSONNEL IS INTENSE AND OUR INABILITY TO ATTRACT
AND RETAIN QUALIFIED PERSONNEL COULD SIGNIFICANTLY INTERRUPT OUR BUSINESS
OPERATIONS
Our future success will depend, to a significant extent, on the ability of
our management to operate effectively, both individually and as a group. Given
our early stage of development, we are dependent on our ability to attract,
retain and motivate high caliber key personnel. We have recently expanded our
sales force, and we are actively searching for systems engineers, research and
development engineers and sales and marketing personnel, all of whom are in
short supply. We currently have a small indirect channel partner and end-user
service and support organization and will need to increase our staff to support
new indirect channel partners and end users and the expanding needs of existing
indirect channel partners and end users. Additionally, we rely on qualified
systems engineers and service and support personnel to provide pre- and
post-sales technical support for our products. Competition for qualified
personnel in the networking industry, including systems engineers, sales and
service and support personnel, is intense, and we may not be successful in
attracting and retaining such personnel. There may be only a limited number of
persons with the requisite skills to serve in these key positions and it may
become increasingly difficult to hire such persons. Our business will suffer if
we encounter delays in hiring these additional personnel.
Competitors and others have in the past and may in the future attempt to
recruit our employees. We do not have employment contracts with any of our
personnel. We currently maintain "key person" life insurance on Craig W.
Elliott, our chief executive officer, Robert L. Packer, our chief technology
officer, and Brett D. Galloway, our vice president of engineering and chief
operating officer. The loss of the services of any of our senior management
could negatively impact our ability to carry out our business plan.
WE MAY BE UNABLE TO COMPETE EFFECTIVELY WITH OTHER COMPANIES IN OUR MARKET
SECTOR WHO ARE SUBSTANTIALLY LARGER AND MORE ESTABLISHED AND WHO HAVE
SIGNIFICANTLY GREATER RESOURCES THAN OUR COMPANY
We compete in a new, rapidly evolving and highly competitive sector of the
networking technology market. We expect competition to persist and intensify in
the future from a number of different sources. Increased competition could
result in reduced prices and gross margins for our products and could require
increased spending by us on research and development, sales and marketing and
customer support, any of which could harm our business. We compete with Cisco
Systems, Inc. and CheckPoint Software Technologies Ltd., which sell products
incorporating competing technologies. We also compete with several small private
companies which utilize competing technologies to provide bandwidth management.
In addition, our products and technology compete for information technology
budget allocations with products that offer monitoring capabilities, such as
probes and related software. Lastly, we face indirect competition from companies
that offer enterprises and service providers increased bandwidth and
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infrastructure upgrades that increase the capacity of their networks, which may
lessen or delay the need for bandwidth management solutions.
Many of our competitors are substantially larger than we are and have
significantly greater financial, sales and marketing, technical, manufacturing
and other resources and more established distribution channels. These
competitors may be able to respond more rapidly to new or emerging technologies
and changes in customer requirements or devote greater resources to the
development, promotion and sale of their products than we can. We have
encountered, and expect to encounter, customers who are extremely confident in
and committed to the product offerings of our competitors. Furthermore, some of
our competitors may make strategic acquisitions or establish cooperative
relationships among themselves or with third parties to increase their ability
to rapidly gain market share by addressing the needs of our prospective
customers. These competitors may enter our existing or future markets with
solutions that may be less expensive, provide higher performance or additional
features or be introduced earlier than our solutions. Given the market
opportunity in the bandwidth management solutions market, we also expect that
other companies may enter our market with alternative products and technologies,
which could reduce the sales or market acceptance of our products and services,
perpetuate intense price competition or make our products obsolete. If any
technology that is competing with ours is or becomes more reliable, higher
performing, less expensive or has other advantages over our technology, then the
demand for our products and services would decrease, which would harm our
business.
IF WE DO NOT EXPAND OR ENHANCE OUR PRODUCT OFFERINGS OR RESPOND EFFECTIVELY TO
TECHNOLOGICAL CHANGE, OUR BUSINESS MAY NOT GROW
Our future performance will depend on the successful development,
introduction and market acceptance of new and enhanced products that address
customer requirements in a cost-effective manner. We cannot assure you that our
technological approach will achieve broad market acceptance or that other
technologies or solutions will not supplant our approach. The bandwidth
management solutions market is characterized by rapid technological change,
frequent new product introductions, changes in customer requirements and
evolving industry standards. The introduction of new products, market acceptance
of products based on new or alternative technologies, or the emergence of new
industry standards, could render our existing products obsolete or make it
easier for other products to compete with our products. Developments in
router-based queuing schemes could also significantly reduce demand for our
product. Alternative technologies, including packet-queuing technology, could
achieve widespread market acceptance. Our future success will depend in large
part upon our ability to:
- develop and maintain competitive products;
- enhance our products by adding innovative features that differentiate our
products from those of our competitors;
- bring products to market on a timely basis at competitive prices;
- identify and respond to emerging technological trends in the market; and
- respond effectively to new technological changes or new product
announcements by others.
We have in the past experienced delays in product development which to
date have not materially adversely affected us. However, these delays may occur