SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| x |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2003
OR
| ¨ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 000-23043
PERVASIVE SOFTWARE INC.
(Exact name of registrant as specified in its charter)
| Delaware |
74-2693793 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
12365 Riata Trace Parkway, Bldg. B
Austin, Texas 78727
(Address of principal executive offices)
(512) 231-6000
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 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
| (1) |
Yes |
ü |
No |
| ||||
| (2) |
Yes |
ü |
No |
|
As of May 7, 2003 there were 16,733,040 shares of the Registrant’s common stock outstanding.
FORM 10-Q
INDEX
| PART I. |
FINANCIAL INFORMATION |
PAGE | ||
| Item 1. |
3 | |||
| Condensed Consolidated Balance Sheets at March 31, 2003 and June 30, 2002 |
3 | |||
| 4 | ||||
| Condensed Consolidated Statements of Cash Flows for the nine months ended March 31, 2003 and 2002 |
5 | |||
| 6 | ||||
| Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
10 | ||
| Item 3. |
16 | |||
| Item 4. |
25 | |||
| Item 5. |
25 | |||
| PART II. |
28 | |||
| Item 6. |
28 | |||
| 29 | ||||
| 30 | ||||
2
PART I. FINANCIAL INFORMATION
Condensed Consolidated Balance Sheets
(in thousands)
| March 31, 2003 |
June 30, 2002 |
|||||||
| (Unaudited) |
||||||||
| Assets |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ |
29,750 |
|
$ |
22,215 |
| ||
| Marketable securities |
|
10,310 |
|
|
11,973 |
| ||
| Trade accounts receivable, net |
|
4,852 |
|
|
4,263 |
| ||
| Notes receivable from related parties |
|
102 |
|
|
102 |
| ||
| Prepaid expenses and other current assets |
|
406 |
|
|
1,209 |
| ||
| Total current assets |
|
45,420 |
|
|
39,762 |
| ||
| Property and equipment, net |
|
2,291 |
|
|
2,922 |
| ||
| Notes receivable from related parties |
|
218 |
|
|
306 |
| ||
| Other assets |
|
188 |
|
|
369 |
| ||
| Total assets |
$ |
48,117 |
|
$ |
43,359 |
| ||
| Liabilities and Stockholders’ Equity |
||||||||
| Current liabilities: |
||||||||
| Trade accounts payable |
$ |
648 |
|
$ |
268 |
| ||
| Accrued payroll and payroll related costs |
|
1,467 |
|
|
1,740 |
| ||
| Deferred rent and lease related accruals |
|
2,290 |
|
|
1,494 |
| ||
| Other accrued expenses |
|
3,525 |
|
|
3,234 |
| ||
| Deferred revenues |
|
2,152 |
|
|
2,147 |
| ||
| Liabilities of discontinued operations |
|
35 |
|
|
684 |
| ||
| Total current liabilities |
|
10,117 |
|
|
9,567 |
| ||
| Stockholders’ equity : |
||||||||
| Common stock |
|
58,483 |
|
|
59,096 |
| ||
| Retained deficit |
|
(20,483 |
) |
|
(25,304 |
) | ||
| Total stockholders’ equity |
|
38,000 |
|
|
33,792 |
| ||
| Total liabilities and stockholders’ equity |
$ |
48,117 |
|
$ |
43,359 |
| ||
See accompanying notes.
3
Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(Unaudited)
| Three months ended March 31, |
Nine months ended March 31, |
|||||||||||||||
| 2003 |
2002 |
2003 |
2002 |
|||||||||||||
| Revenues |
$ |
10,032 |
|
$ |
9,432 |
|
$ |
28,991 |
|
$ |
27,611 |
| ||||
| Costs and expenses: |
||||||||||||||||
| Cost of revenues and technical support |
|
1,479 |
|
|
1,672 |
|
|
4,478 |
|
|
4,969 |
| ||||
| Sales and marketing |
|
3,592 |
|
|
3,040 |
|
|
10,194 |
|
|
9,109 |
| ||||
| Research and development |
|
1,912 |
|
|
1,747 |
|
|
5,898 |
|
|
5,395 |
| ||||
| General and administrative |
|
1,231 |
|
|
1,304 |
|
|
3,703 |
|
|
4,078 |
| ||||
| Total costs and expenses |
|
8,214 |
|
|
7,763 |
|
|
24,273 |
|
|
23,551 |
| ||||
| Operating income from continuing operations |
|
1,818 |
|
|
1,669 |
|
|
4,718 |
|
|
4,060 |
| ||||
| Interest and other income, net |
|
116 |
|
|
158 |
|
|
426 |
|
|
565 |
| ||||
| Income tax provision |
|
(150 |
) |
|
(110 |
) |
|
(450 |
) |
|
(460 |
) | ||||
| Income from continuing operations before effect of adoption of new accounting principle |
|
1,784 |
|
|
1,717 |
|
|
4,694 |
|
|
4,165 |
| ||||
| Effect of adoption of new accounting principle |
|
— |
|
|
— |
|
|
— |
|
|
(676 |
) | ||||
| Income from continuing operations |
|
1,784 |
|
|
1,717 |
|
|
4,694 |
|
|
3,489 |
| ||||
| Gain from discontinued operations |
|
— |
|
|
— |
|
|
159 |
|
|
— |
| ||||
| Net income |
$ |
1,784 |
|
$ |
1,717 |
|
$ |
4,853 |
|
$ |
3,489 |
| ||||
| Basic earnings per share: |
||||||||||||||||
| Income from continuing operations before effect of adoption of new accounting principle |
$ |
0.11 |
|
$ |
0.10 |
|
$ |
0.28 |
|
$ |
0.25 |
| ||||
| Effect of adoption of new accounting principle |
|
— |
|
|
— |
|
|
— |
|
|
(0.04 |
) | ||||
| Gain from discontinued operations |
|
— |
|
|
— |
|
|
0.01 |
|
|
— |
| ||||
| Net income |
$ |
0.11 |
|
$ |
0.10 |
|
$ |
0.29 |
|
$ |
0.21 |
| ||||
| Diluted earnings per share: |
||||||||||||||||
| Income from continuing operations before effect of adoption of new accounting principle |
$ |
0.10 |
|
$ |
0.09 |
|
$ |
0.26 |
|
$ |
0.24 |
| ||||
| Effect of adoption of new accounting principle |
|
— |
|
|
— |
|
|
— |
|
|
(0.04 |
) | ||||
| Gain from discontinued operations |
|
— |
|
|
— |
|
|
0.01 |
|
|
— |
| ||||
| Net income |
$ |
0.10 |
|
$ |
0.09 |
|
$ |
0.27 |
||||||||