1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 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, 2001.
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 0-23067
CONCORD COMMUNICATIONS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MASSACHUSETTS 04-2710876
(State of incorporation) (IRS Employer Identification Number)
600 NICKERSON ROAD
MARLBORO, MASSACHUSETTS 01752
(508) 460-4646
(ADDRESS AND TELEPHONE OF PRINCIPAL EXECUTIVE OFFICES)
----------------
INDICATE BY CHECK MARK WHETHER 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, AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS
FOR THE PAST 90 DAYS;
YES X NO
--- ---
16,620,898 SHARES OF THE REGISTRANT'S COMMON STOCK, $0.01 PAR VALUE, WERE
OUTSTANDING AS OF MAY 4, 2001.
THIS DOCUMENT CONTAINS 33 PAGES.
THE EXHIBIT INDEX IS ON PAGE 24.
2
CONCORD COMMUNICATIONS, INC.
FORM 10-Q, MARCH 31, 2001
CONTENTS
Item Number Page
PART I: FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets:
March 31, 2001 and December 31, 2000 2
Condensed Consolidated Statements of Operations:
Three months ended March 31, 2001 and March 31, 2000 3
Consolidated Statements of Cash Flows:
Three months ended March 31, 2001 and March 31, 2000 4
Notes to Condensed Consolidated Financial Statements 5-7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8-19
Item 3. Quantitative and Qualitative Disclosures about Market Risk 20
PART II: OTHER INFORMATION
Item 1. Legal Proceedings 21
Item 2. Changes in Securities and Use of Proceeds 21
Item 3. Defaults Upon Senior Securities 21
Item 4. Submission of Matters to a Vote of Security Holders 21
Item 5. Other Information 21
Item 6. Exhibits and Reports on Form 8-K 22
SIGNATURE 23
EXHIBIT INDEX 24-25
1
3
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONCORD COMMUNICATIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
MARCH 31, DECEMBER 31,
2001 2000
------------- -------------
ASSETS
Current Assets:
Cash, cash equivalents and marketable securities $ 62,115,223 $ 63,251,427
Accounts receivable, net of allowance of
$1,320,770 and $1,525,965 in 2001 and 2000, respectively 17,158,926 20,000,193
Prepaid expenses and other current assets 2,813,138 2,409,350
------------- -------------
Total current assets 82,087,287 85,660,970
------------- -------------
Equipment and Improvements, at cost:
Equipment 17,369,468 16,085,465
Leasehold improvements 6,115,789 6,080,105
------------- -------------
23,485,257 22,165,570
Less--Accumulated depreciation and amortization 10,625,169 9,140,170
------------- -------------
Equipment and Improvements, Net 12,860,088 13,025,400
------------- -------------
Deferred Tax Asset
3,500,000 3,500,000
Other Long-term Assets 95,244 89,689
------------- -------------
$ 98,542,619 $ 102,276,059
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 2,335,094 $ 3,117,627
Accrued expenses 11,261,429 11,108,921
Deferred revenue 18,392,968 17,303,928
------------- -------------
Total current liabilities 31,989,491 31,530,476
------------- -------------
Common Stock, $0.01 par value:
Authorized -- 50,000,000 shares
Issued and outstanding-- 16,574,655 and 16,554,944 shares,
in 2001 and 2000, respectively
165,747 165,549
Additional paid-in capital 94,445,671 95,479,340
Deferred compensation (245,348) (1,509,880)
Accumulated other comprehensive income 1,077,147 135,159
Accumulated deficit (28,890,089) (23,524,585)
------------- -------------
Total stockholders' equity 66,553,128 70,745,583
------------- -------------
$ 98,542,619 $ 102,276,059
============= =============
The accompanying notes are an integral part of these unaudited consolidated
financial statements.
2
4
CONCORD COMMUNICATIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED
-----------------------------------
MARCH 31, MARCH 31,
2001 2000
------------ ------------
Revenues:
License revenues $ 13,070,834 $ 14,852,527
Service revenues 7,360,499 4,415,746
------------ ------------
Total revenues 20,431,333 19,268,273
Cost of Revenues 4,961,427 2,426,363
------------ ------------
Gross profit 15,469,906 16,841,910
------------ ------------
Operating Expenses:
Research and development 6,404,872 4,788,080
Sales and marketing 12,419,248 9,226,056
General and administrative 2,546,759 1,415,687
Stock-based compensation 191,823 254,257
Acquisition-related charges -- 4,300,000
------------ ------------
Total operating expenses 21,562,702 19,984,080
------------ ------------
Operating loss (6,092,796) (3,142,170)
Other income, net 727,292 755,931
------------ ------------
Loss before income taxes and extraordinary items (5,365,504) (2,386,239)
Benefit from income taxes -- (891,000)
------------ ------------
Loss before extraordinary items (5,365,504) (1,495,239)
Extraordinary loss upon early retirement of debt, net
of tax benefit of $72,000 -- (216,010)
------------ ------------
Net loss $ (5,365,504) $ (1,711,249)
============ ============
Net loss per common and potential common share:
Basic $ (0.32) $ (0.11)
============ ============
Diluted $ (0.32) $ (0.11)
============ ============
Weighted average common and potential common shares outstanding:
Basic 16,560,541 15,436,856
============ ============
Diluted 16,560,541 15,436,856
============ ============
The accompanying notes are an integral part of these unaudited consolidated
financial statements.
3
5
CONCORD COMMUNICATIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
THREE MONTHS ENDED
-----------------------------------
MARCH 31, MARCH 31,
2001 2000
------------ ------------
Cash Flows from Operating Activities:
Net loss $ (5,365,504) $ (1,711,249)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 1,484,999 669,853
Stock-based compensation 191,823 254,257
Deferred tax benefit -- (963,000)
Changes in current assets and liabilities:
Accounts receivable 2,841,267 (2,143,198)
Prepaid expenses and other assets (409,343) 255,856
Accounts payable (782,533) (89,918)
Accrued expenses 152,508 (818,600)
Deferred revenue 1,089,040 2,062,117
Deferred tax asset -- (963,000)
------------ ------------
Net cash used in operating activities (797,743) (2,483,882)
------------ ------------
Cash Flows from Investing Activities:
Purchases of equipment and improvements (1,319,687) (2,162,002)
Net (investments in) proceeds from marketable securities (417,812) 1,803,253
------------ ------------
Net cash used in investing activities (1,737,499) (358,749)
------------ ------------
Cash Flows from Financing Activities:
Repayments of bank borrowings -- (2,962,466)
Proceeds from shares issued in connection with
employee stock plans and warrants exercised 39,238 839,170
------------ ------------
Net cash provided by (used in) financing activities 39,238 (2,123,296)
------------ ------------
Net Decrease in Cash and Cash Equivalents (2,496,004) (4,965,927)
Cash and Cash Equivalents, beginning of period 10,725,265 10,629,528
------------ ------------
Cash and Cash Equivalents, end of period $ 8,229,261 $ 5,663,601
============ ============
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest $ -- $ 33,592
============ ============
Cash paid for taxes $ 40,500 $ 147,306
============ ============
Supplemental Disclosure of Noncash Transactions:
Deferred compensation related to grants of stock options $ (1,072,709) $ 150,274
============ ============
Conversion of redeemable convertible preferred stock
to common stock $ -- $ 11,723,017
============ ============
Unrealized gain (loss) on available-for-sale securities $ 941,988 $ (81,150)
============ ============
The accompanying notes are an integral part of these unaudited
consolidated financial statements.
4
6
CONCORD COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
FORM 10-Q, MARCH 31, 2001
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying consolidated financial statements have been presented by
Concord Communications, Inc. (the "Company") unaudited (except the balance sheet
information as of December 31, 2000 which has been derived from audited
financial statements) in accordance with accounting principles generally
accepted in the United States for interim financial statements and with the
instructions to Form 10-Q and Regulation S-X pertaining to interim financial
statements. Accordingly, these interim financial statements do not include all
information and footnotes required by accounting principles generally accepted
in the United States for complete financial statements. The financial statements
reflect all adjustments and accruals which management considers necessary for a
fair presentation of financial position as of March 31, 2001 and December 31,
2000, and the results of operations for the three months ended March 31, 2001
and 2000. The results for the interim periods presented are not necessarily
indicative of results to be expected for any future period. The financial
statements should be read in conjunction with the audited financial statements
and the notes thereto included in the Company's 2000 Annual Report on Form 10-K
filed with the Securities and Exchange Commission in March 2001.
REVENUE RECOGNITION
The Company's revenues consist of software license revenues and service
revenues. Software license revenues are recognized in accordance with the
American Institute of Certified Public Accountants' Statement of Position
("SOP") 97-2, Software Revenue Recognition, as modified by SOP 98-9,
Modification of SOP 97-2, Software Revenue Recognition with respect to Certain
Transactions. Under SOP 97-2, software license revenues are recognized upon
execution of a contract and delivery of software, provided that the license fee
is fixed and determinable, no significant production, modification or
customization of the software is required and collection is considered probable
by management. Revenues under multiple element arrangements, which typically
include software products and maintenance sold together, are allocated to each
element using the residual method in accordance with SOP 98-9. Service revenues
are recognized as the services are performed. Maintenance revenues are derived
from customer support agreements generally entered into in connection with
initial license sales and subsequent renewals. Maintenance revenues are
recognized ratably over the term of the maintenance period. Payments for
maintenance fees are generally made in advance.
USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
2. BASIC AND DILUTED LOSS PER COMMON SHARE
The Company follows the provisions of Statement of Financial Accounting
Standards (SFAS) No. 128, Earnings Per Share. SFAS No. 128 establishes standards
for computing and presenting earnings per share and applies to entities with
publicly held common stock or potential common stock. Basic net loss per share
is computed using the weighted-average number of common shares outstanding
during the period. Diluted net income per share is computed using the
weighted-average number of common and dilutive common-equivalent shares
outstanding during the period. Dilutive common-equivalent shares primarily
consist of employee stock options. Diluted loss per share is the same as basic
loss per share for all periods presented, as the effects of potential common
stock are antidilutive. For the three months ending March 31, 2001, and 2000,
employee stock options to purchase 3,542,350 and 2,972,386 shares respectively,
were outstanding but not included in the diluted weighted-average share
calculation as the effect would have been antidilutive. Additionally, warrants
to purchase 18,033 common shares and 1,252,616 potential common shares pursuant
to
5
7
conversion of redeemable convertible preferred stock were partially outstanding
during the three months ending March 31, 2000 and have been excluded from the
diluted weighted-average share calculation.
3. COMPREHENSIVE LOSS
Comprehensive loss for the three months ended March 31, 2001 and 2000 is as
follows:
THREE MONTHS ENDED
------------------
MARCH 31, MARCH 31,
2001 2000
----------- -----------
Net loss ........................ $(5,365,504) $(1,711,249)
Unrealized gain (loss) on
marketable securities....... 941,988 (81,150)
----------- -----------
Comprehensive loss .............. $(4,423,516) $(1,792,399)
=========== ===========
4. ACQUISITIONS
On February 4, 2000, the Company consummated a transaction pursuant to
which it acquired FirstSense Software, Inc. ("FirstSense"). Under the terms of
the agreement, the shareholders and option holders of FirstSense received an
aggregate of 1,940,000 equivalent Concord shares to effect the business
combination. The transaction is being accounted for as a pooling of interests.
Accordingly, all prior period financial statements presented have been restated
to reflect the combination of the respective companies, as required by APB
Opinion No. 16, "Accounting for Business Combinations". All inter-company
transactions have been eliminated as a result of the business combination. As a
part of the transaction, the Company incurred direct, acquisition-related
charges of approximately $4,300,000. All of such costs have been charged to
operations in fiscal 2000 upon consummation of the FirstSense acquisition in
February 2000.
5. SEGMENT REPORTING AND INTERNATIONAL INFORMATION
The Company follows the provisions of SFAS No. 131, Disclosures about
Segments of an Enterprise and Related Information. SFAS No. 131 establishes
standards for reporting information regarding operating segments in annual
financial statements and requires selected information for those segments to be
presented in interim financial reports issued to stockholders. SFAS No. 131 also
establishes standards for related disclosures about products and services and
geographic areas. Operating segments are identified as components of an
enterprise about which separate, discrete financial information is available for
evaluation by the chief operating decision maker, or decision making group, in
making decisions on how to allocate resources and assess performance. The
Company's chief decision making group, as defined under SFAS 131, is the
Executive Management Committee.
The following table presents the approximate revenue by major geographical
regions:
THREE MONTHS ENDED
------------------
MARCH 31, MARCH 31,
2001 2000
----------- -----------
United States ................ $13,044,000 $11,984,000
Europe ....................... 4,149,000 4,794,000
Rest of the World............. 3,238,000 2,490,000
----------- -----------
Total ........................ $20,431,000 $19,268,000
=========== ===========
6
8
No one country, except the United States, accounts for greater than 10% of
total revenues. Substantially all of the Company's assets are located in the
United States.
The Company's reportable segments are determined by customer type: service
providers/telecommunications companies (SP/T) and enterprise. The accounting
policies of the segments are the same as those described in Note 1. The
Executive Management Committee evaluates segment performance based on revenue.
Accordingly, all expenses are considered corporate level activities and are not
allocated to segments. Also, the Executive Management Committee does not assign
assets to these segments.
The table presents the approximate revenue by reportable segment:
THREE MONTHS ENDED
------------------
MARCH 31, MARCH 31,
2001 2000
----------- -----------
SP/T .................... $ 8,451,000 $ 9,162,000
Enterprise............... 11,980,000 10,106,000
----------- -----------
Total ................... $20,431,000 $19,268,000
=========== ===========
7
9
CONCORD COMMUNICATIONS, INC.
FORM 10-Q, MARCH 31, 2001
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
Concord develops, markets and supports a suite of highly scalable software
solutions, our eHealth Suite(TM) family of products, which maximizes the
availability and performance of networks, systems, and applications that form
the critical underlying internet infrastructure on which businesses depend for
their operations. Concord's software solutions monitor to detect fault
conditions throughout the infrastructure in real time; test availability and
responsiveness of critical services; collect, consolidate, normalize and analyze
high volumes of data from the internet infrastructure; alert IT personnel to
faults and potential outages and automatically execute corrective action to
restore availability and maximize uptime of the internet infrastructure, if
desired.
This document contains forward-looking statements. Any statements contained
herein that do not describe historical facts are forward-looking statements.
Concord makes such forward-looking statements under the provisions of the "safe
harbor" section of the Private Securities Litigation Reform Act of 1995. The
forward-looking statements contained herein are based on current expectations,
but are subject to a number of risks and uncertainties. Concord's actual future
results may differ significantly from those stated in any forward-looking
statements. Factors that may cause such differences include, but are not limited
to, the factors discussed elsewhere in this Form 10-K under the heading "Risk
Factors".
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, certain
financial data as percentages of the Company's total revenue:
UNAUDITED THREE MONTHS ENDED
------------------------
MARCH 31, MARCH 31,
2001 2000
--------- ---------
Revenues:
License revenues 64.0% 77.1%
Service revenues 36.0 22.9
----- -----
Total revenues 100.0 100.0
Cost of Revenues 24.3 12.6
----- -----
Gross profit 75.7 87.4
----- -----
Operating Expenses:
Research and development 31.3 24.8
Sales and marketing 60.8 47.9
General and administrative 12.5 7.3
Stock-based compensation 0.9 1.3
Acquisition-related charges 0.0 22.3
----- -----
Loss from Operations -29.8 -16.3
Other income, net 3.6 3.9
----- -----
Loss before taxes -26.3 -12.4
Benefit from income taxes 0.0 -4.6
----- -----
Net Loss before extraordinary items -26.3 -7.8
Extraordinary Items 0.0 -1.1
----- -----
Net Loss -26.3% -8.9%
===== =====
8
10
TOTAL REVENUES. The Company's total revenues increased 6.0% to $20.4
million in the three months ended March 31, 2001 from $19.3 million in the three
months ended March 31, 2000.
LICENSE REVENUES. The Company's license revenues, which are derived from
the licensing of software products, decreased 12.0% to $13.1 million, or 64.0%
of total revenues, in the three months ended March 31, 2001 from $14.8 million,
or 77.1% of total revenues, in the three months ended March 31, 2000. The
decrease in license revenues resulted mainly from the widespread economic
slowdown. The decrease in license revenues as a percent of total revenues was,
in part, due to a significant increase in service revenues.
SERVICE REVENUES. The Company's service revenues, which consist of fees for
maintenance, training and professional services, increased 66.7% to $7.3
million, or 36.0% of total revenues, in the three months ended March 31, 2001
from $4.4 million, or 22.9% of total revenues, in the three months ended March
31, 2000. The increase in service revenues was attributable to an increase in
the number of customers and the resulting demand for services by these
customers.
COST OF REVENUES. Cost of revenues includes expenses associated with
royalty costs, production, fulfillment and product documentation, along with
personnel costs associated with providing customer support in connection with
maintenance, training and professional service contracts. Royalty costs are
composed of third party software costs. Cost of revenues increased 104.5% to
$4.9 million, or 24.3% of total revenues, in the three months ended March 31,
2001 from $2.4 million, or 12.6% of total revenues, in the three months ended
March 31, 2000, resulting in gross margins of 75.7% and 87.4% in each respective
period. The increase in cost of revenues as a percent of sales was primarily
driven by the increased spending in customer support to be more responsive to
growing customer needs.
RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses
consist primarily of personnel costs associated with software development.
Research and development expenses increased 33.8% to $6.4 million, or 31.3% of
total revenues, in the three months ended March 31, 2001 from $4.8 million, or
24.8% of total revenues, in the three months ended March 31, 2000. The increase
in absolute dollars in research and development expenses was primarily due to
the increased headcount in research and development from 103 to 143 for the
period from March 31, 2000 to March 31, 2001.
SALES AND MARKETING EXPENSES. Sales and marketing expenses consist
primarily of salaries, commissions to sales personnel and agents, travel,
tradeshow participation, public relations, advertising and other promotional
expenses. Sales and marketing expenses increased 34.6% to $12.4 million, or
60.8% of total revenues, in the three months ended March 31, 2001 from $9.2
million, or 47.9% of total revenues, in the three months ended March 31, 2000.
The increase in absolute dollars was primarily the result of increased headcount
to continue to build the direct sales force along with additional marketing and
promotional activities to penetrate the market. Headcount in sales and marketing
increased from 132 to 181 people from March 31, 2000 to March 31, 2001.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
consist primarily of salaries for financial, administrative and management
personnel and related travel expenses, as well as legal and accounting expenses.
General and administrative expenses increased 79.9% to $2.5 million, or 12.5% of
total revenues, in the three months ended March 31, 2001 from $1.4 million, or
7.3% of total revenues, in the three months ended March 31, 2000. The increase
in absolute dollars is associated with an increase of costs in general support
areas, such as human resources, finance and legal services, which will enable
the Company to scale its infrastructure in anticipation of future growth.
Headcount in general and administrative functions increased from 25 to 43 people
from March 31, 2000 to March 31, 2001.
ACQUISITION-RELATED EXPENSES. Acquisition-related expenses of approximately
$4.3 million were incurred in the three months ending March 31, 2000 related to
accounting, legal and investment banking fees associated with the acquisition of
FirstSense Software, Inc.
OTHER INCOME. Other income consists of interest earned on funds available
for investment net of interest expense in connection with the financing of
capital equipment and interest expense paid, FirstSense, on an outstanding term
loan (FirstSense). The Company had net other income of $727,000 for the three
months ended March 31, 2001 and net other income of $756,000 for the three
months ended March 31, 2000.
EXTRAORDINARY ITEMS. The Company recognized an extraordinary loss of
$216,000 (net of the tax benefit of $72,000) in the three months ended March 31,
2000 related to the early extinguishment of certain debt that the Company
assumed as part of the FirstSense acquisition.
9
11
BENEFIT FROM INCOME TAXES. The Company did not record any income tax
benefit in the three months ended March 31, 2001 versus a benefit of $891,000 in
the three months ended March 31, 2000. The Company did not record such a benefit
in 2001 based on its estimate of its year-end tax position.
LIQUIDITY AND CAPITAL RESOURCES
The Company financed its operations, prior to its initial public offering,
primarily through the private sales of equity securities and a credit line for
equipment purchases. On October 24, 1997, the Company completed its initial
public offering yielding the Company net proceeds of approximately $34.7
million. The Company had working capital of $50.1 million at March 31, 2001.
Net cash used in operating activities was $798,000 and $2.5 million for the
three months ended March 31, 2001 and 2000, respectively. Accounts receivable
decreased $2.8 million mainly due to lower license revenue. Cash, cash
equivalents and marketable securities were $62.1 million and $63.3 million at
March 31, 2001 and December 31, 2000, respectively.
Investing activities have consisted of the acquisition of property and
equipment, most notably computer and networking equipment to support the growing
employee base and corporate infrastructure and also investments in marketable
securities. The Company manages its market risk on its investment securities by
selecting investment grade securities with the highest credit ratings of
relatively short duration that trade in highly liquid markets.
Financing activities consisted primarily of the issuance of common stock
and exercise of options during the three months ended March 31, 2001 and 2000
and from the repayments on borrowings on a subordinated debt financing by
FirstSense.
As of March 31, 2001, the Company's principal sources of liquidity included
cash and marketable securities. The Company believes that its current cash,
marketable securities and cash provided by future operations will be sufficient
to meet its working capital and anticipated capital expenditure requirements for
the next 12 months. Although operating activities may provide cash in certain
periods, to the extent the Company experiences growth in the future, its
operating and investing activities may require significant cash. Consequently,
any such future growth may require the Company to obtain additional equity or
debt financing.
Pursuant to the Tax Reform Act of 1986, the utilization of net operating
loss carryforwards for tax purposes may be subject to an annual limitation if a
cumulative change of ownership of more than 50% occurs over a three-year period.
As a result of the Company's 1995 preferred stock financings, such a change in
ownership has occurred. As a result of this ownership change, the use of the net
operating loss (NOL) carryforwards is limited. The Company has determined that
its initial public offering did not cause another ownership change. In addition,
NOL carryforwards acquired as a result of the FirstSense acquisition are also
restricted as a result of a prior ownership change. The Company has deferred tax
assets of approximately $14.9 million composed primarily of net operating loss
carryforwards and research and development credits. The Company has partially
reserved for these deferred tax assets by recording a valuation allowance of
$11.4 million. The net tax asset is based on the Company's estimate of NOL
carryforwards it expects to use in the next two years; all other tax assets have
been fully reserved.
Pursuant to paragraphs 20 to 25 of SFAS No. 109, the Company considered
both positive and negative evidence in assessing the need for a valuation
allowance. The factors that weighed most heavily on the Company's decision to
record a valuation allowance were (i) the substantial restrictions on the use of
certain of its existing NOL carryforwards and (ii) the uncertainty of future
profitability.
As a result of the Company's ownership change described above, the future
use of approximately $6.6 million of the Company's NOL carryforwards are limited
to only $330,000 per year; the substantial majority of such NOL carryforwards
will expire before they can be used. The FirstSense NOL carryforwards are
limited to $4.2 million per year. Pursuant to the provisions of SFAS No. 109,
the Company used all of its remaining unrestricted NOL and credit carryforwards
in computing the 1998 tax provision. As a part of restating its 1999 financial
statements to reflect the FirstSense acquisition, the Company determined that
approximately $3.0 million of valuation allowance previously recorded by
FirstSense prior to the acquisition was not necessary, given the Company's
estimates of future taxable income. Accordingly, pursuant to SFAS No. 109, the
Company recorded an asset and reduced its provision for income taxes in the
period in which such NOL carryforwards were generated by FirstSense. The Company
is also subject to rapid technological change, competition from substantially
larger competitors, a limited family of products and other related risks, as
more thoroughly described in the "Risk Factors" section beginning on page 11 and
in the "Risk Factors" section of the Company's Form 10-K, for the fiscal year
ended December 31, 2000. The Company's dependence on a single product family in
an emerging market makes the prediction of future results difficult, if not
impossible, especially in the highly competitive software industry. As a result,
the
10
12
Company found the evidence described above to be the most reliable objective
evidence available in determining that a valuation allowance against its tax
assets would be necessary.
The Company's net operating loss deferred tax asset includes approximately
$3.75 million pertaining to the benefit associated with the exercise and
subsequent disqualifying disposition of incentive stock options by the Company's
employees. When and if the Company realizes this asset, the resulting change in
the valuation allowance will be credited directly to additional paid-in capital,
pursuant to the provisions of SFAS No. 109.
11
13
RISK FACTORS
References in these risk factors to "we," "our" the "Company" and "us"
refer to Concord Communications, Inc., a Massachusetts corporation. Any
investment in our common stock involves a high degree of risk. If any of the
following risks actually occur, our business, results of operations and
financial condition would likely suffer.
This document contains forward-looking statements. Any statements contained
herein that do not describe historical facts are forward-looking statements.
Concord makes such forward-looking statements under the provisions of the "safe
harbor" section of the Private Securities Litigation Reform Act of 1995. The
forward-looking statements contained herein are based on current expectations,
but are subject to a number of risks and uncertainties. Concord's actual future
results may differ significantly from those stated in any forward-looking
statements. Factors that may cause such differences include, but are not limited
to, the factors discussed below.
OUR FUTURE OPERATING RESULTS ARE UNCERTAIN.
We changed our focus to network management software in 1991 and
commercially introduced our first Network Health(R) product in 1995. We acquired
Empire Technologies in October 1999 and FirstSense Software in February 2000,
bringing us into the broader performance, availability and fault management
market. Accordingly, we have a relatively limited operating history in this
broader market upon which you can evaluate our business and prospects can be
based. We incurred significant net losses in each of the five fiscal years prior
to earning a small profit in 1997, and remaining profitable in 1998, 1999 and
2000. As of March 31, 2001, we had accumulated net losses of approximately $28.9
million. Our limited operating history makes the prediction of future results of
operations difficult or impossible. Our prospects must be considered in light of
the risks, costs and difficulties frequently encountered by emerging companies,
particularly companies in the competitive software industry.
WE CANNOT ENSURE THAT OUR REVENUES WILL GROW OR THAT WE WILL BE PROFITABLE.
Although we have achieved revenue growth and profitability for the fiscal
years ended 2000, 1999, 1998 and 1997, we cannot ensure that we can generate
revenue growth on a quarterly or annual basis, or that we can achieve or sustain
any revenue growth. In addition, we have increased, and plan to increase
further, our operating expenses in order to:
- fund higher levels of research and development;
- increase our sales and marketing efforts;
- develop new distribution channels;
- broaden our customer support capabilities; and
- expand our administrative resources in anticipation of future growth.
To the extent that increases in our expenses precede or are not followed by
increased revenue, our profitability will continue to suffer. Our revenue must
grow substantially in order for us to become profitable on a quarterly or annual
basis. In addition, in view of the rapidly evolving nature of our business and
markets, our recent acquisitions and our limited operating history in our
current market, we believe that one should not rely on period-to-period
comparisons of our financial results as an indication of our future performance.
In light of our strong performance in 1998, we used all of our remaining
unrestricted tax net operating loss and credit carryforwards in 1998.
Accordingly, we recorded a tax provision of $532,600 during 1998, $5.6 million
during 1999 and $447,000 for 2000. The continuing restrictions on our future use
of our net operating loss carryforwards will severely limit the benefit, if any,
we will attribute to this asset.
OUR QUARTERLY OPERATING RESULTS MAY FLUCTUATE.
We are likely to experience significant fluctuations in our quarterly
operating results caused by many factors, including, but not limited to:
- changes in the demand for our products by customers or group of customers;
- the timing, composition and size of orders from our customers, including
the tendency for significant bookings to occur in the last month of each
fiscal quarter;
12
14
- our success in integrating products from acquisitions to our current
product line;
- our customers' spending patterns and budgetary resources for performance
management software solutions;
- the success of our new customer generation activities;
- introductions or enhancements of products, or delays in the introductions
or enhancements of products, by us or our competitors;
- changes in our pricing policies or those of our competitors;
- changes in the distribution channels through which products are sold;
- our success in anticipating and effectively adapting to developing markets
and rapidly changing technologies;
- changes in networking or communications technologies;
- our success in attracting, retaining and motivating qualified personnel;
- changes in the mix of products sold by us and our competitors;
- the publication of opinions about us and our products, or our competitors
and their products, by industry analysts or others; and
- changes in general economic conditions.
Unlike other software companies with a longer history of operations, we do
not derive a significant portion of our revenues from maintenance contracts, and
therefore we do not have a significant ongoing revenue stream that may mitigate
quarterly fluctuations in operating results. Furthermore, we are trying to
expand our channels of distribution. Increases in our revenues will depend on
our successful implementation of our distribution strategy. Due to the buying
patterns of certain of our customers and also to our own sales incentive
programs focused on annual sales goals, revenues in our fourth quarter could be
higher than revenues in our first quarter of the following year. There also may
be other factors, such as seasonality and the timing of receipt and delivery of
orders within a fiscal quarter, that significantly affect our quarterly results,
which are difficult to predict given our limited operating history.
Our quarterly sales and operating results depend generally on:
- the volume and timing of orders within the quarter;
- the tendency of sales to occur late in fiscal quarters; and
- our fulfillment of orders received within the quarter.
In addition, our expense levels are based in part on our expectations of
future orders and sales, which are extremely difficult to predict. A substantial
portion of our operating expenses are related to personnel, facilities and sales
and marketing programs. Accordingly, we may not be able to adjust our fixed
expenses quickly enough to address any significant shortfall in demand for our
products in relation to our expectations.
Due to all of the foregoing factors, we believe that our quarterly
operating results are likely to vary significantly in the future. Therefore, in
some future quarter our results of operations may fall below the expectations of
securities analysts and investors. In such event, the trading price of our
common stock would likely suffer.
THE MARKET FOR PERFORMANCE MANAGEMENT SOFTWARE IS EMERGING.
The market for our products is in an early stage of development. Although
the rapid expansion and increasing complexity of computer networks, systems and
applications in recent years has increased the demand for performance management
software products, the awareness of and the need for such products is a recent
development. Because the market for these products is only beginning to develop,
it is difficult to assess:
- the size of this market;
- the appropriate features and prices for products to address this market;
- the optimal distribution strategy; and
- the competitive environment that will develop.
13
15
The development of this market and our growth will depend significantly
upon the willingness of telecommunications carriers, ISPs, systems integrators
and outsourcers to integrate performance management software into their product
and service offerings. The market for performance management software may not
grow or we may fail to assess properly and address the needs of this market.
OUR SUCCESS IS DEPENDENT UPON SALES TO TELECOMMUNICATIONS CARRIERS.
We derive a significant portion of our revenues, and likely will continue
to, from the sales of our products to telecommunications carriers. The domestic
telecommunications market has suffered from a turbulent economy during 2000 and
early 2001, and Concord has been negatively affected by the downturn in capital
spending within this market. Our future performance depends upon
telecommunications carriers' increased incorporation of our products and
services as part of their package of product and service offerings to end users.
Our products may fail to perform favorably in and become an accepted component
of the telecommunications carriers' product and service offerings. The volume of
sales of our products and services to telecommunications carriers may increase
slower than we expect or may decrease.
MARKET ACCEPTANCE OF OUR eHEALTH(TM) PRODUCT FAMILY IS CRITICAL TO OUR SUCCESS.
We currently derive substantially all of our product revenues from our
eHealth(TM) product family, and we expect that revenues from these products will
continue to account for substantially all of our product revenues for the
foreseeable future. Broad market acceptance of these products is critical to our
future success. We cannot ensure that market acceptance of our eHealth(TM)
product will increase or even remain at current levels. Factors that may affect
the market acceptance of our products include:
- the availability and price of competing products and technologies; and
- the success of our sales efforts and those of our marketing partners.
Moreover, if demand for performance management software products increases,
we anticipate that our competitors will introduce additional competitive
products and new competitors could enter our market and offer alternative
products. Product introductions by our competitors may also reduce future market
acceptance of our products.
OUR INDUSTRY IS SUBJECT TO RAPID TECHNOLOGICAL CHANGE. OUR SUCCESS DEPENDS UPON
MAINTENANCE OF STANDARD PROTOCOLS.
The software industry is characterized by:
- rapid technological change;
- frequent introductions of new products;
- changes in customer demands; and
- evolving industry standards.
The introduction of products embodying new technologies and the emergence
of new industry standards can render existing products obsolete and
unmarketable. Our Network Health(R) products' analysis and reporting, as well as
the quality of its reports, depends upon its utilization of the
industry-standard Simple Network Management Protocol (SNMP) and the data
resident in conventional Management Information Bases (MIBs). Any change in
these industry standards, the development of vendor-specific proprietary MIB
technology, or the emergence of new network technologies could affect the
compatibility of our Network Health(R) products with these devices which, in
turn, could affect its analysis and generation of comprehensive reports or the
quality of the reports. Furthermore, although our products currently run on
industry-standard UNIX operating systems and Windows NT, any significant change
in industry-standard operating systems could affect the demand for, or the
pricing of, our products.
WE MUST INTRODUCE PRODUCT ENHANCEMENTS AND NEW PRODUCTS ON A TIMELY BASIS.
Because of rapid technological change in the software industry and
potential changes in the performance management software market and industry
standards, the life cycle of versions of our eHealth(TM) products is difficult
to estimate. We cannot ensure that:
- we will successfully develop and market enhancements to our eHealth(TM)
products or successfully develop new products that respond to technological
changes, evolving industry standards or customer requirements;
14
16
- we will not experience difficulties that could delay or prevent the
successful development, introduction and sale of such enhancements or new
products; or
- that such enhancements or new products will adequately address the
requirements of the marketplace and achieve any significant degree of
market acceptance.
OUR ACQUISITIONS MAY NEGATIVELY IMPACT OUR RESULTS OF OPERATIONS.
In October 1999, we acquired Empire Technologies, Inc. Empire is a provider
of solutions for proactive self-management of UNIX, Linux and Windows NT
systems, as well as mission-critical applications. In February 2000, we acquired
FirstSense Software, Inc. FirstSense is a provider of application response
management solutions. Because these acquisitions will be recorded as
"poolings-of-interests" for accounting and financial reporting purposes, we
recorded the expenses of these acquisitions, which are substantial, in the
period in which each acquisition occurred. The reporting of expenses of each
acquisition as a current charge will have a significant adverse impact on our
post-acquisition results of operations.
INTEGRATING OUR ACQUIRED PRODUCTS AND SERVICES MAY BE DIFFICULT.
The anticipated benefits of our acquisitions may not be achieved unless,
among other things, our operations, products, services and personnel are
successfully combined with those of our acquired companies in a timely and
efficient manner. The diversion of our attention, and any difficulties
encountered in our transition processes, could harm the combined enterprise. We
cannot ensure that we will successfully integrate our acquired companies,
because, among other things:
- the products and services offered by us and our acquired companies are
highly complex and have been developed independently; and
- integration of our product lines with those of our acquired companies will
require coordination of separate development and engineering teams from
each company.
If the anticipated benefits of our acquisitions are not achieved or are not
achieved in a timely fashion, then our acquisitions could harm our operating
results for a significant period of time that cannot now be determined.
THE MARKET FOR OUR PRODUCTS IS INTENSELY COMPETITIVE.
The market for our products is new, intensely competitive, rapidly evolving
and subject to technological change. Our current and future competitors include:
- remote monitoring (RMON) probe vendors;
- element management software vendors;
- systems management software vendors;
- other performance analysis and reporting vendors;
- companies offering network performance reporting services;
- large network management platform vendors which may bundle their products
with other hardware and software in a manner that may discourage users from
purchasing our products; and
- developers of network element management solutions.
We expect competition to persist, increase and intensify in the future with
possible price competition developing in our markets. Many of our current and
potential competitors have longer operating histories and significantly greater
financial, technical and marketing resources and name recognition than us. We do
not believe our market will support a large number of competitors and their
products. In the past, a number of software markets have become dominated by one
or a small number of suppliers, and a small number of suppliers or even a single
supplier may dominate our market. If we do not provide products that achieve
success in our market in the short term, we could suffer an insurmountable loss
in market share and brand name acceptance. We cannot ensure that we will compete
effectively with current and future competitors.
15
17
OUR FAILURE TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS MAY HARM OUR COMPETITIVE
POSITION IN THE NETWORK MANAGEMENT SOFTWARE MARKET.
Our success depends significantly upon our proprietary technology. We rely
on a combination of patent, copyright, trademark and trade secret laws,
non-disclosure agreements and other contractual provisions to establish,
maintain and protect our proprietary rights. These means afford only limited
protection. We have ten issued U.S. patents, six pending U.S. patent
applications, and various foreign counterparts. We cannot ensure that patents
will issue from our pending applications or from any future applications or
that, if issued, any claims allowed will be sufficiently broad to protect our
technology. In addition, we cannot ensure that any patents that have been or may
be issued will not be challenged, invalidated or circumvented, or that any
rights granted thereunder would protect our proprietary rights. Failure of any
patents to protect our technology may make it easier for our competitors to
offer equivalent or superior technology. We have registered or applied for
registration for certain trademarks, and will continue to evaluate the
registration of additional trademarks as appropriate. Despite our efforts to
protect our proprietary rights, unauthorized parties may attempt to copy aspects
of our products or services or to obtain and use information that we regard as
proprietary. Third parties may also independently develop similar technology
without breach of our proprietary rights. In addition, the laws of some foreign
countries do not protect proprietary rights to as great an extent as do the laws
of the United States. In addition, many of our products are licensed under
shrinkwrap license agreements that are not signed by licensees. The law
governing the enforceability of shrinkwrap license agreement is not settled in
most jurisdictions. There can be no guarantee that we would achieve success in
enforcing one or more shrinkwrap license agreements if we sought to do so in a
court of law.
WE LICENSE CERTAIN TECHNOLOGIES FROM THIRD PARTIES.
We license from third parties, generally on a non-exclusive basis, certain
technologies used in our products. The termination of any such licenses, or the
failure of the third-party licensors to maintain adequately or update their
products, could result in delay in our shipment of certain of our products while
we seek to implement technology offered by alternative sources, and any required
replacement licenses could prove costly. While it may be necessary or desirable
in the future to obtain other licenses relating to one or more of our products
or relating to current or future technologies, we cannot ensure that we will be
successful in doing so on commercially reasonable terms or at all.
INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS WOULD HARM OUR BUSINESS.
Although we do not believe that we are infringing the intellectual property
rights of others, claims of infringement are becoming increasingly common as the
software industry develops and legal protections, including patents, are applied
to software products. Litigation may be necessary to protect our proprietary
technology, and third parties may assert infringement claims against us with
respect to their proprietary rights. Any claims or litigation can be
time-consuming and expensive regardless of their merit. Infringement claims
against us can cause product release delays, require us to redesign our products
or require us to enter into royalty or license agreements, which agreements may
not be available on terms acceptable to us or at all.
PRODUCT DEFECTS COULD RESULT IN LOSS OR DELAY IN MARKET ACCEPTANCE OF OUR
PRODUCTS.
As a result of their complexity, software products may contain undetected
errors or failures when first introduced or as new versions are released. We
cannot ensure that, despite testing by us and testing and use by current and
potential customers, errors will not be found in new products we begin of
commercial shipments or, if discovered, that we will successfully correct such
errors in a timely manner or at all. The occurrence of errors and failures in
our products could result in loss of or delay in market acceptance of our
products, and alleviating such errors and failures could require significant
expenditure of capital and other resources by us.
WE MAY NOT HAVE SUFFICIENT PROTECTION AGAINST PRODUCT LIABILITY CLAIMS.
Since our products are used by our customers to predict future network,
system and application problems and avoid failures of the network to support
critical business functions, design defects, software errors, misuse of our
products, incorrect data from network elements or other potential problems
within or out of our control that may arise from the use of our products could
result in financial or other damages to our customers. We do not maintain
product liability insurance. Although our license agreements with our customers
typically contain provisions designed to limit our exposure to potential claims
as well as any liabilities arising from such claims, such provisions may not
effectively protect us against such claims and the liability and costs
associated therewith. We provide warranties for our products for a period of
time (currently three months) after purchase. Our license agreements generally
do not permit product returns by the customer, and product returns for fiscal
2000, 1999 and 1998 represented less than 1.0% of total
16
18
revenues during each of such periods. We cannot ensure that product returns will
not increase as a percentage of total revenues in future periods.
WE RELY ON STRATEGIC PARTNERS AND OTHER EVOLVING DISTRIBUTION CHANNELS.
Our distribution strategy is to develop multiple distribution channels,
including sales through:
- strategic marketing partners, such as Cisco Systems;
- value added resellers, such as Empowered Networks;
- telecommunications carriers, such as MCI WorldCom;
- OEMs, such as Network Associates Inc.; and
- independent software vendors and international distributors.
We have developed a number of these relationships and intend to continue to
develop new "channel partner" relationships. Our success will depend in large
part on our development of these additional distribution relationships and on
the performance and success of these third parties, particularly
telecommunications carriers and other network service providers. We have
recently established many of our channel partner relationships. Accordingly, we
cannot predict the extent to which our channel partners will be successful in
marketing our products. We generally expect that our agreements with our channel
partners may be terminated by either party without cause. None of our channel
partners are required to purchase minimum quantities of our products and none of
these agreements contain exclusive distribution arrangements. We may:
- fail to attract important and effective channel partners;
- fail to penetrate the market segments of our channel partners; or
- lose any of our channel partners, as a result of competitive products
offered by other companies, products developed internally by these channel
partners or otherwise.
WE MAY FAIL TO MANAGE SUCCESSFULLY OUR GROWTH.
We have experienced significant growth in our sales and operations and in
the complexity of our products and product distribution channels. We have
increased and are continuing to increase the size of our sales force and
coverage territories. Furthermore, we have established and are continuing to
establish additional distribution channels through third party relationships.
Our growth, coupled with the rapid evolution of our markets, has placed, and is
likely to continue to place, significant strains on our administrative,
operational and financial resources and increase demands on our internal
systems, procedures and controls.
OUR SUCCESS DEPENDS ON OUR RETENTION OF KEY PERSONNEL.
Our performance depends substantially on the performance of our key
technical and senior management personnel, none of whom is bound by an
employment agreement. We may lose the services of any of such persons. We do not
maintain key person life insurance policies on any of our employees. Our success
depends on our continuing ability to identify, hire, train, motivate and retain
highly qualified management, technical, and sales and marketing personnel,
including recently hired officers and other employees. We experience intense
competition for such personnel. We cannot ensure that we will successfully
attract, assimilate or retain highly qualified technical, managerial or sales
and marketing personnel in the future.
OUR FAILURE TO EXPAND INTO INTERNATIONAL MARKETS COULD HARM OUR BUSINESS.
We intend to continue to expand our operations outside of the United States
and enter additional international markets, primarily through the establishment
of additional reseller arrangements. We expect to commit additional time and
development resources to customizing our products and services for selected
international markets and to developing international sales and support
channels. We cannot ensure that such efforts will be successful.
We face certain difficulties and risks inherent in doing business
internationally, including, but not limited to:
17
19
- costs of customizing products and services for international markets;
- dependence on independent resellers;
- multiple and conflicting regulations;
- exchange controls;
- longer payment cycles;
- unexpected changes in regulatory requirements;
- import and export restrictions and tariffs;
- difficulties in staffing and managing international operations;
- greater difficulty or delay in accounts receivable collection;
- potentially adverse tax consequences;
- the burden of complying with a variety of laws outside the United States;
- the impact of possible recessionary environments in economies outside the
United States; and
- political and economic instability.
Our successful expansion into certain countries will require additional
modification of our products, particularly national language support. Our
current export sales are denominated in United States dollars and we currently
expect to largely continue this practice as we expand internationally. To the
extent that international sales continue to be denominated in U.S. dollars, an
increase in the value of the United States dollar relative to other currencies
could make our products and services more expensive and, therefore, potentially
less competitive in international markets. To the extent that future
international sales are denominated in foreign currency, our operating results
will be subject to risks associated with foreign currency fluctuation. We would
consider entering into forward exchange contracts or otherwise engaging in
hedging activities. To date, as all export sales are denominated in U.S.
dollars, we have not entered into any such contracts or engaged in any such
activities. As we increase our international sales, seasonal fluctuations
resulting from lower sales that typically occur during the summer months in
Europe and other parts of the world may affect our total revenues.
OUR COMMON STOCK PRICE COULD EXPERIENCE SIGNIFICANT VOLATILITY.
We completed an initial public offering of our common stock during October
1997. The market price of our common stock may be highly volatile and could be
subject to wide fluctuations in response to:
- variations in results of operations;
- announcements of technological innovations or new products by us or our
competitors;
- changes in financial estimates by securities analysts; or
- other events or factors.
In addition, the financial markets have experienced significant price and
volume fluctuations that have particularly affected the market prices of equity
securities of many high technology companies and that often have been unrelated
to the operating performance of such companies or have resulted from the failure
of the operating results of such companies to meet market expectations in a
particular quarter. Broad market fluctuations or any failure of our operating
results in a particular quarter to meet market expectations may adversely affect
the market price of our common stock. In the past, following periods of
volatility in the market price of a company's securities, securities class
action litigation has often been instituted against such a company. Such
litigation could result in substantial costs and a diversion of our attention
and resources.
18
20
WE MAY NEED FUTURE CAPITAL FUNDING.
We plan to continue to expend substantial funds on the continued
development, sales and marketing of the eHealth(TM) product family. We cannot
ensure that our existing capital resources, the proceeds from our initial public
offering during October 1997 and any funds that may be generated from future
operations together will be sufficient to finance our future operations or that
other sources of funding will be available on terms acceptable to us, if at all.
In addition, future sales of substantial amounts of our securities in the public
market could adversely affect prevailing market prices and could impair our
future ability to raise capital through the sale of our securities.
19
21
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
DERIVATIVE FINANCIAL INSTRUMENTS, OTHER FINANCIAL INSTRUMENTS AND
DERIVATIVE COMMODITY INSTRUMENTS. The Company does not invest in derivative
financial instruments, other financial instruments or derivative commodity
instruments for which fair value disclosure would be required under SFAS No.
107. All of the Company's investments are in investment grade securities with
high credit ratings of relatively short duration that trade in highly liquid
markets and are carried at fair value on the Company's books. Accordingly, the
Company has no quantitative information concerning the market risk of
participating in such investments.
PRIMARY MARKET RISK EXPOSURES. The Company's primary market risk exposure
is in the area of interest rate risk. The Company's investment portfolio of cash
equivalents and marketable securities is subject to interest rate fluctuations,
but the Company believes this risk is immaterial due to the short-term nature of
these investments. Substantially all of the Company's business outside the
United States is conducted in U.S. dollar-denominated transactions, whereas the
Company's operating expenses in its international branches are denominated in
local currency. The Company has no foreign exchange contracts, option contracts
or other foreign hedging arrangements. The Company believes that the operating
expenses of its foreign operations are immaterial, and therefore any associated
market risk is unlikely to have a material adverse effect on the Company's
business, results of operations or financial condition.
The Company's current export sales are denominated in United States
dollars. To the extent that international sales continue to be denominated in
United States dollars, an increase in the value of the United States dollar
relative to other currencies could make the Company's products and services more
expensive and, therefore, potentially less competitive in international markets.
20
22
CONCORD COMMUNICATIONS, INC.
FORM 10-Q, MARCH 31, 2001
PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not a party to any litigation that it believes could have a
material adverse effect on the business, results of operations and financial
condition of the Company.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
(a) Issuance of Securities
On February 4, 2000, the Company completed a merger with FirstSense
Software, Inc. The Company has reserved for issuance in connection with the
merger, 1,940,000 shares of Concord Common Stock. The Company issued the shares
in a private placement transaction pursuant to Section 4(2) under the Securities
Act of 1933. The merger was accounted for as a pooling of interests. The Company
has filed a Form S-3 Registration Statement to cover the resale of the
securities issued in the merger.
(b) Use of Proceeds
On October 16, 1997, the Company commenced an initial public offering
("IPO") of 2,900,000 shares of common stock, par value $.01 per share (the
"Common Stock"), of the Company pursuant to the Company's final prospectus dated
October 15, 1997 (the "Prospectus"). The Prospectus was contained in the
Company's Registration Statement on Form S-1, which was declared effective by
the Securities and Exchange Commission (SEC File No. 333-33227) on October 15,
1997. Of the 2,900,000 shares of Common Stock offered, 2,300,000 shares were
offered and sold by the Company and 600,000 shares were offered and sold by
certain shareholders of the Company. As part of the IPO, the Company granted the
several underwriters an overallotment option to purchase up to an additional
435,000 shares of Common Stock (the "Underwriters' Option"). The IPO closed on
October 21, 1997 upon the sale of 2,900,000 shares of Common Stock to the
underwriters. On October 24, 1997, the Representatives, on behalf of the several
underwriters, exercised the Underwriters' Option, purchasing 435,000 additional
shares of Common Stock from the Company. The aggregate offering price of the
shares of Common stock in the IPO to the public was $40,600,000 (exclusive of
the Underwriters' Option), with proceeds to the Company and selling
shareholders, after deduction of the underwriting discount, of $29,946,000
(before deducting offering expenses payable by the Company) and $7,812,000
respectively. The aggregate offering price of the Underwriters' Option exercised
was $6,090,000, with proceeds to the Company, after deduction of the
underwriting discount, of $5,663,700 (before deducting offering expenses payable
by the Company). The aggregate amount of expenses incurred by the Company in
connection with the issuance and distribution of the shares of Common Stock
offered and sold in the IPO were approximately $3.6 million, including $2.7
million in underwriting discounts and commissions and $950,000 in other offering
expenses. The net proceeds to the Company from the IPO, after deducting
underwriting discounts and commissions and other offering expenses were
approximately $34.7 million. To date, the Company has not utilized any of the
net proceeds from the IPO. The Company has invested all such net proceeds
primarily in US treasury obligations and other interest bearing investment grade
securities.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable
ITEM 5. OTHER INFORMATION
Not Applicable
21
23
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
The exhibits listed in the accompanying Exhibit Index on page 24 and page
25 are filed or incorporated by reference as part of this Report.
22
24
CONCORD COMMUNICATIONS, INC.
FORM 10-Q, MARCH 31, 2001
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Concord Communications, Inc.
/s/ Melissa H. Cruz
----------------------------------------
May 9, 2001 Name: Melissa H. Cruz
Title: Executive Vice President of
Business Services and Chief
Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
23
25
CONCORD COMMUNICATIONS, INC.
FORM 10-Q, MARCH 31, 2001
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION SEC DOCUMENT REFERENCE
------- ----------- ----------------------
3.01 Restated Articles of Organization of the Company Exhibit No. 3.01 on Form 10-K, for the period ended December 31,
1997
3.02 Restated By-laws of the Company Exhibit No. 3.02 on Form 10-K, for the period ended December 31,
1998
10.01 Working Capital Loan Agreement between the Company Exhibit No. 10.01 to Registration Statement on Form S-1
and Silicon Valley Bank dated April 3, 1997 (No. 333-33227)
10.02 Revolving Promissory Note made by the Company in Exhibit No. 10.02 to Registration Statement on Form S-1
favor of Silicon Valley Bank (No. 333-33227)
10.03 Equipment Line of Credit Letter Agreement between the Exhibit No. 10.03 to Registration Statement on Form S-1
Company and Fleet Bank dated as of June 9, 1997 (No. 333-33227)
10.04 1995 Stock Plan of the Company Exhibit No. 10.04 to Registration Statement on Form S-1
(No. 333-33227)
10.05 1997 Stock Plan of the Company Exhibit No. 10.01 on Form 10-Q, for the period ended June 30,
1998
10.06 1997 Stock Plan of the Company, as amended on March Exhibit No. 10.06 on Form 10-K, for the period ended December
12, 1998, March 1, 1999, May 15, 1999 and March 8, 31, 2000
2000
10.07 1997 Employee Stock Purchase Plan of the Company Exhibit No. 10.06 to Registration Statement on Form S-1
(No. 333-33227)
10.08 1997 Non-Employee Director Stock Option Plan of the Exhibit No. 10.08 on Form 10-K, for the period ended December
Company as amended on March 8, 2000 31, 2000
10.09 The Profit Sharing/401(k) Plan of the Company Exhibit No. 10.08 to Registration Statement on Form S-1
(No. 333-33227)
10.10 Lease Agreement between the Company and John Hancock Exhibit No. 10.09 to Registration Statement on Form S-1
Mutual Life Insurance Company dated March 17, 1994, (No. 333-33227)
as amended on March 25, 1997
10.11 First Amendment to Lease Agreement between the Exhibit No. 10.10 to Registration Statement on Form S-1
Company and John Hancock Mutual Life Insurance (No. 333-33227)
Company dated March 25, 1997
10.12 Form of Indemnification Agreement for directors and Exhibit No. 10.11 to Registration Statement on Form S-1
officers of the Company (No. 333-33227)
10.13 Restated Common Stock Registration Rights Agreement Exhibit No. 10.12 to Registration Statement on Form S-1
between the Company and certain investors dated (No. 333-33227)
August 7, 1986
10.14 Amended and Restated Registration Rights Agreement Exhibit No. 10.13 to Registration Statement on Form S-1
between the Company and certain investors dated (No. 333-33227)
December 28, 1995
10.15 Management Change in Control Agreement between the Exhibit No. 10.14 to Registration Statement on Form S-1
Company and John A. Blaeser dated as of August 7, (No. 333-33227)
1997
10.16 Management Change in Control Agreement between the Exhibit No. 10.15 to Registration Statement on Form S-1
Company and Kevin J. Conklin dated as of July 23, (No. 333-33227)
1997
10.17 Management Change in Control Agreement between the Exhibit No. 10.16 to Registration Statement on Form S-1
Company and Ferdinand Engel dated as of July 23, 1997 (No. 333-33227)
10.18 Management Change in Control Agreement between the Exhibit No. 10.17 to Registration Statement on Form S-1
Company and Gary E. Haroian dated as of July 23, 1997 (No. 333-33227)
10.19 Management Change in Control Agreement between the Exhibit No. 10.18 on Form 10-Q filed on August 14, 2000
Company and Melissa H. Cruz dated as of June 12, 2000
10.20 Management Change in Control Agreement between the Exhibit No. 10.18 to Registration Statement on Form S-1
Company and Daniel D. Phillips, Jr. dated as of July (No. 333-33227)
23, 1997
10.21 Stock Option Agreement dated January 1, 1996 between Exhibit No. 10.19 to Registration Statement on Form S-1
the Company and John A. Blaeser (No. 333-33227)
10.22 Stock Option Agreement dated January 1, 1996 between Exhibit No. 10.20 to Registration Statement on Form S-1
the Company and John A. Blaeser (No. 333-33227)
10.23 Letter Agreement between the Company and Silicon Exhibit No. 10.21 to Registration Statement on Form S-1
Valley Bank dated March 25, 1996 together with the (No. 333-33227)
Loan Modification Agreement dated November 14, 1996
10.24 Form of Shrink-Wrap License Exhibit No. 10.22 to Registration Statement on Form S-1
(No. 333-33227)
10.25 Agreement and Plan of Reorganization dated as of Exhibit No. 2.1 on Form 8-K filed on November 12, 1999
October 19, 1999 by and among Concord Communications,
Inc., E Acquisition Corp., Empire Technologies, Inc.
and the stockholders of Empire Technologies, Inc.
10.26 Agreement and Plan of Reorganization dated as of Exhibit No. 2.1 on Form 8-K filed on February 10, 2000
January 20, 2000 by and among Concord Communications,
Inc., F Acquisition Corp., and FirstSense Software,
Inc.
10.27 Registration Rights Agreement dated as of February 4, Exhibit No. 99.1 on Form 8-K filed on February 10, 2000
2000 by and among Concord Communications, Inc. and
Timothy Barrows, as Securityholder Agent
10.28 2000 Non-Executive Employee Equity Incentive Plan Exhibit 10.28 on Form 10-K, for the period ended December
31, 2000
24
26
CONCORD COMMUNICATIONS, INC.
FORM 10-Q, MARCH 31, 2001
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION SEC DOCUMENT REFERENCE
------- ----------- ----------------------
*10.29 Management Change in Control Agreement between the Exhibit No. 10.29 to Current Report on Form 10-Q
Company and Ellen Kokos dated as of February 2, 2001
* filed herewith
25