SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q/A
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2002
Commission file number 0-20008
FORGENT NETWORKS, INC.
A DELAWARE CORPORATION IRS EMPLOYER ID NO. 74-2415696
108 WILD BASIN ROAD
AUSTIN, TEXAS 78746
(512) 437-2700
The registrant 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
has been subject to such filing requirements for the past 90 days.
At December 3, 2002 the registrant had outstanding 24,576,299 shares of its
Common Stock, $0.01 par value.
FORGENT NETWORKS, INC.
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except per share data)
OCTOBER 31,
2002 JULY 31,
(unaudited) 2002
----------- -----------
ASSETS
Current Assets:
Cash and equivalents $ 11,894 $ 17,327
Short-term investments 2,709 2,715
Accounts receivable, net of allowance for doubtful accounts of $609 and $815
at October 31, 2002 and July 31, 2002 8,555 5,390
Notes receivable, net of reserve of $546 and $967 at October 31, 2002
and July 31, 2002 157 189
Inventories 592 563
Prepaid expenses and other current assets 1,089 609
----------- -----------
Total Current Assets 24,996 26,703
Property and equipment, net 5,624 5,734
Intangible assets, net 15,833 15,833
Capitalized software, net 4,012 3,537
Other assets 370 415
----------- -----------
$ 50,835 $ 52,222
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 3,776 $ 5,687
Accrued compensation and benefits 1,709 1,264
Other accrued liabilities 1,810 2,049
Notes payable, current position 916 899
Deferred revenue 7,243 7,047
----------- -----------
Total Current Liabilities 15,454 16,946
Long-Term Liabilities:
Other long-term obligations 2,661 2,998
----------- -----------
Total Long-Term Liabilities 2,661 2,998
Stockholders' equity:
Preferred stock, $.01 par value; 10,000 Authorized;
none issued or outstanding -- --
Common stock, $.01 par value; 40,000 authorized; 25,799 and 25,755 shares
issued; 24,569 and 24,880 shares outstanding at October 31, 2002 and July
31, 2002, respectively 258 257
Treasury stock, 1,230 and 875 issued at October 31, 2002 and July 31, 2002, respectively (3,500) (2,857)
Additional paid-in capital 263,424 263,334
Accumulated deficit (227,086) (228,011)
Unearned compensation (148) (227)
Accumulated other comprehensive income (228) (218)
----------- -----------
Total Stockholders' Equity $ 32,720 $ 32,278
----------- -----------
$ 50,835 $ 52,222
=========== ===========
The accompanying notes are an integral part of these
consolidated financial statements.
2
FORGENT NETWORKS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except per share data)
FOR THE THREE MONTHS
ENDED OCTOBER 31,
2002 2001
----------- -----------
(UNAUDITED)
REVENUES:
Network software & professional services $ 1,214 $ 82
Technology licensing 6,213 --
Services and other 5,104 6,586
----------- -----------
Total Revenues 12,531 6,668
----------- -----------
COST OF SALES:
Network software & professional services 733 193
Technology licensing 3,106 --
Service and other 3,506 4,143
----------- -----------
Total Cost of Sales 7,345 4,336
----------- -----------
GROSS MARGIN 5,186 2,332
----------- -----------
OPERATING EXPENSES:
Selling, general and administrative 3,678 3,194
Research and development 1,172 777
Impairment of assets (499) --
Restructuring expense -- 818
----------- -----------
Total Operating Expenses 4,351 4,789
----------- -----------
INCOME (LOSS FROM OPERATIONS) 835 (2,457)
----------- -----------
OTHER INCOME:
Interest Income 97 112
Gain on investment -- 1,670
Other 12 53
----------- -----------
TOTAL OTHER INCOME 109 1,835
----------- -----------
INCOME (LOSS) FROM CONTINUING OPERATIONS, BEFORE INCOME TAXES 944 (622)
Provision for income taxes 19 --
INCOME (LOSS) FROM CONTINUING OPERATIONS 925 (622)
Income (loss) from discontinued operations, net of income taxes -- (1,948)
----------- -----------
NET INCOME (LOSS) $ 925 $ (2,570)
=========== ===========
Income (loss) per share from continuing operations - basic and diluted $ 0.04 $ (0.03)
=========== ===========
Income (loss) per share from discontinued operations - basic and diluted $ 0.00 $ (0.08)
=========== ===========
Net income (loss) per share - basic and diluted $ 0.04 $ (0.10)
=========== ===========
WEIGHTED AVERAGE SHARE OUTSTANDING:
Basic 24,771 24,855
=========== ===========
Diluted 25,286 24,855
=========== ===========
The accompanying notes are integral part of these
consolidated financial statements
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FORGENT NETWORKS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
FOR THE THREE MONTHS
ENDED OCTOBER 31,
2002 2001
---------- ----------
(UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES:
Income (loss) from continuing operations $ 925 $ (622)
Adjustments to reconcile net income (loss) to net cash (used in)
provided by operations:
Depreciation and amortization 918 1,583
Impairment of assets (499) --
Amortization of unearned compensation 96 18
Foreign currency translation (gain) loss (14) 50
(Gain) loss on sale of fixed assets (31) 34
(Increase) decrease in accounts receivable (3,349) 3,851
Increase in inventories (29) (406)
Increase in prepaid expenses and other current assets (448) (12)
Decrease in accounts payable (1,392) (542)
Increase (decrease) in accrued expenses 68 (240)
Increase (decrease) in deferred revenues 110 (283)
---------- ----------
Net cash (used in) provided by operating activities (3,645) 3,431
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Net sales of short-term investments 6 2,546
Net purchases of property and equipment (271) (394)
Collection of notes receivable 45 13
Increase in capitalized software (795) (1,028)
Increase in other assets -- (59)
---------- ----------
Net cash (used in) provided by investing activities (1,015) 1,078
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of stock 82 149
Purchase of treasury stock (651) (561)
Proceeds from notes payable 67 383
Payments on notes payable (185) (153)
---------- ----------
Net cash used in financing activities (687) (182)
CASH FLOWS FROM DISCONTINUED OPERATIONS:
Net cash used in discontinued operations -- (765)
Effect of translation exchange rates on cash 4 (133)
---------- ----------
Net (decrease) increase in cash and equivalents (5,343) 3,429
Cash and equivalents at beginning of period 17,237 15,848
---------- ----------
Cash and equivalents at end of period $ 11,894 $ 19,277
========== ==========
The accompanying notes are an integral part of these
condensed consolidated financial statements.
4
FORGENT NETWORKS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except per share and
employee data unless otherwise noted)
NOTE 1 - GENERAL AND BASIS OF FINANCIAL STATEMENTS
The accompanying unaudited consolidated financial statements have been
prepared in accordance with the rules and regulations of the Securities and
Exchange Commission and accordingly, do not include all information and
footnotes required under accounting principals generally accepted in the United
States for complete financial statements. In the opinion of management, these
interim financial statements contain all adjustments, consisting of normal,
recurring adjustments, necessary for a fair presentation of the financial
position of Forgent Networks, Inc. ("Forgent") as of October 31, 2002 and July
31, 2002 and the results of operations and cash flows for the three months ended
October 31, 2002 and 2001. The results for interim periods are not necessarily
indicative of results for a full fiscal year.
Please note that for comparability purposes a reclassification was made
on the Company's originally filed Form 10-K for the fiscal year ended July 31,
2002 which is reflected in the Company's Form 10-K/A-2 for the same fiscal
period and in this Form 10-Q/A for the fiscal quarter ended October 31, 2002.
NOTE 2 - INVENTORIES
Inventories consist of the following:
OCTOBER 31, JULY 31,
2002 2002
----------- -----------
Raw materials $ 581 $ 253
Work in process -- 97
Finished goods 1 194
Other 10 19
----------- -----------
$ 592 $ 563
=========== ===========
The inventory held as of October 31, 2002 and July 31, 2002 primarily
represent third-party equipment to be sold to Forgent's customers through its
Multi-Vendor Program ("MVP").
NOTE 3 - RESTRUCTURING ACTIVITIES
In August 2001, the Company restructured its organization, which
involved the termination of 65 employees, or 17% of the workforce, who were
assisted with outplacement support and severance. The reduction affected 16
employees in Austin, Texas, 30 employees in King of Prussia, Pennsylvania, and
19 employees in remote and international locations. The restructuring was the
result of eliminating certain business elements that did not contribute to
Forgent's core competencies as well as efforts to increase efficiencies and to
significantly reduce administrative costs. All of the employees were terminated
and the Company recorded a one-time charge of $818 in the first quarter of
fiscal 2002 for the restructuring. All of the involuntary termination benefits
were paid in fiscal 2002.
NOTE 4 - DISCONTINUED OPERATIONS
In April 2002, Forgent sold inventory and certain other assets related
to its integration business to SPL Integrated Solutions ("SPL"), a leading
nationwide integrator that designs and installs large-display videoconferencing
systems and fully integrated multimedia systems for corporations, educational
institutions and government agencies. SPL currently provides all of the
integration services for Forgent and Forgent became the
5
FORGENT NETWORKS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except per share and
employee data unless otherwise noted)
exclusive service provider for SPL, thus allowing each company to strengthen and
to significantly expand its individual core services while complementing each
others' product offerings.
As a result of the sale of its integration business, Forgent received
$150 in cash and a $282 note receivable from SPL. SPL absorbed 15 members of
Forgent's Professional Services Integration team and re-located to Forgent's
facility in King of Prussia, Pennsylvania, where the combined team of engineers
and technicians manage and execute the delivery of audio-video system
integration and support. The assets related to the integration business were
sold for approximately their net book value and thus an immaterial amount of
gain was recorded during the third quarter of fiscal 2002. The sale allowed
Forgent to focus its strengths and resources on growing its more profitable
network software and professional services business while still providing
multimedia systems to its customers through SPL.
On October 2, 2001, Forgent announced that it had signed a definitive
sales agreement to sell the operations and certain assets of its Products
business unit, including the VTEL name, in order to devote its energies and
resources to the development of Forgent's network software and professional
services business. The Company's shareholders approved the transaction during
its 2001 annual meeting and the sale was finalized on January 23, 2002. The sale
of substantially all of the assets used in the Products business unit was made
to VTEL Products Corporation ("VTEL"), a privately held company created by the
former Vice-President of Manufacturing of the Products business unit and two
other senior management members of the Products business unit. As a result, the
Company received cash of $500, a 90-day subordinated promissory note, bearing
interest at an annual rate of five percent, for $967, a 5-year subordinated
promissory note, bearing interest at an annual rate of five percent, for $5,000
and 1,045 shares of common stock, par value $0.01 per share, representing 19.9%
of the new company's fully diluted equity. Additionally, Forgent and VTEL
entered into a general license agreement, in which VTEL was granted certain
non-exclusive rights in and to certain patents, software, proprietary know-how,
and information of the Company that was used in the daily operations of the
Products business unit. Due to uncertainties regarding VTEL's future business,
Forgent fully reserved its equity interest in VTEL.
VTEL did not remit payment on its first subordinated promissory note
due in April 2002, as stipulated in the sales agreement. As a result of this
default and due to the uncertainty in collecting the two outstanding notes from
VTEL, the Company recorded a $5,967 charge for the reserve of both notes from
VTEL during the third fiscal quarter of 2002. Management is currently
renegotiating the payment terms of the note in default. During the quarter ended
October 31, 2002, management agreed with VTEL's management to offset Forgent's
accounts payable to VTEL with its accounts receivable from VTEL. The net $499
Forgent liability was partially offset with the note in default, thus relieving
$499 of the reserve on the notes receivable. This relief was accounted for as
part of continuing operations on the Company's consolidated statement of
operations. No cash was exchanged with this transaction.
As a result of the sales of the integration and products businesses,
the Company has presented these businesses as discontinued operations on the
accompanying consolidated financial statements, and recorded $0 and $1,948 in
losses for its discontinued operations for the three months ended October 31,
2002 and 2001, respectively.
NOTE 5 - ACQUISITIONS
As approved by each company's board of directors, Forgent acquired
certain assets and liabilities of Global Scheduling Solutions, Inc., a global
provider of enterprise conference room scheduling and resource management
solutions, on June, 4, 2002. Forgent paid Global Scheduling Solutions, Inc. a
combination of $4,000 in cash, $700 tied to certain future contingent "earn-out"
payments and the assumption of certain liabilities. The contingent liability is
recorded as part of the current notes payable on Forgent's consolidated balance
sheet as of October 31, 2002 and July 31, 2002 because management believes it is
probable that this amount will be paid. The contingent liability will be
finalized during the second fiscal quarter.
The acquisition was accounted for as a purchase of assets. Accordingly,
the purchase price has been allocated to tangible and identifiable intangible
assets acquired based on their estimated fair values at the date of acquisition.
Total cost in excess of tangible and intangible assets acquired of approximately
$5,229 was recorded as goodwill. Forgent continues to market Global Scheduling
Solutions, Inc.'s acquired flagship product, Global
6
FORGENT NETWORKS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except per share and
employee data unless otherwise noted)
Scheduling System, an industry leading web-based application that combines the
management of large-scale meeting environments and all necessary resources and
services while reducing the cost and time associated with such management. As a
result of the acquisition, Forgent became a leading vendor that provides
complete one-stop video network scheduling, launching, monitoring and management
solution.
NOTE 6 - COMPREHENSIVE INCOME (LOSS)
In accordance with the disclosure requirements of SFAS No. 130,
"Reporting Comprehensive Income", the Company's other comprehensive income
(loss) is comprised of net income (loss), foreign currency translation
adjustments and unrealized gains and losses on short-term investments held as
available-for-sale securities. Comprehensive income for the three months ended
October 31, 2002 was $1,155 and comprehensive loss for the three months ended
October 31, 2001 was $4,318.
NOTE 7 - DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
On August 31, 2000 the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments
and Hedging Activities." SFAS No. 133 establishes accounting and reporting
standards for derivative instruments, including certain derivative instruments
embedded in other contracts (collectively referred to as derivatives) and for
hedging activities. SFAS No. 133 requires the recognition of all derivatives as
either assets or liabilities on the Consolidated Balance Sheet with changes in
fair value recorded in the Consolidated Statement of Operations.
The accounting for changes in fair value of a derivative depends upon
whether it has been designated in a hedging relationship and, further, on the
type of hedging relationship pursuant to SFAS No. 133. Changes in the fair value
of derivatives not designated in a hedging relationship are recognized each
period in earnings. Hedging relationships are established pursuant to the
Company's risk management policies, and are initially and regularly evaluated to
determine whether they are expected to be, and have been, highly effective
hedges. If a derivative ceases to be a highly effective hedge, hedge accounting
is discontinued prospectively, and future changes in the fair value of the
derivative is recognized in earnings each period. For derivatives designated as
hedges of the variability of cash flows related to a recognized asset or
liability (cash flow hedges), the effective portion of the change in fair value
of the derivatives is reported in other comprehensive income and reclassified
into earnings in the period in which the hedged items affect earnings. Gains or
losses deferred in accumulated other comprehensive income associated with
terminated derivatives remain in accumulated other comprehensive income until
the hedged items affect earnings. Forecasted transactions designated as the
hedged items in cash flow hedges are regularly evaluated to assess that they
continue to be probable of occurring, and if the forecasted transactions are no
longer probable of occurring, any gain or loss deferred in accumulated other
comprehensive income is recognized in earnings currently.
The Company utilized derivatives designated as cash flow hedges to
ensure a minimum level of cash flows as related to its investment in the Polycom
stock. The amount of ineffectiveness with respect to these cash flow hedges was
not material. During the three months ended October 31, 2001, the remaining 77
thousand shares of Polycom were sold under a cash flow hedge and $1.7 million
was reclassed from other comprehensive income to earnings.
NOTE 8 - RECENT ACCOUNTING PRONOUNCEMENTS
In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." SFAS No. 144 supercedes SFAS No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of," as well as the accounting and reporting provisions
relating to the disposal of a segment of a business as required by Accounting
Principles Board No. 30. Effective August 1, 2002, the Company adopted SFAS No.
144, which did not have a significant impact on its financial statements.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." SFAS 146 addresses accounting for
restructuring costs and supersedes previous accounting guidance, principally
Emerging Issues Task Force ("EITF") No. 94 3, "Liability Recognition for Certain
Employee
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FORGENT NETWORKS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except per share and
employee data unless otherwise noted)
Termination Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring)." SFAS No. 146 requires that the liability
associated with exit or disposal activities be recognized when the liability is
incurred. As a contrast under EITF 94-3, a liability for an exit cost is
recognized when a Company commits to an exit plan. SFAS No. 146 also establishes
that a liability should initially be measured and recorded at fair value.
Accordingly, SFAS No. 146 may affect the timing and amount of recognizing
restructuring costs. The Company will adopt the provisions of this statement for
any restructuring activities initiated after December 31, 2002.
NOTE 9 - SEGMENT INFORMATION
As a result of the Company's current business strategy, the Company
operates in three distinct segments: network software and professional services,
technology licensing, and services and other. Forgent's network software and
professional services business provides customers with video network management
and scheduling software applications as well as network consulting, software
installation, training, hardware devices, and other comprehensive related
services. Forgent's technology licensing business is currently focused on
generating license revenues relating to the Company's data compression
technology embodied in U.S. Patent No. 4,698,672 and its foreign counterparts.
The Company's services and other segment helps companies maximize their video
communications investments through maintenance, hardware installation, technical
support and resident engineer services.
The Company evaluates the performance as well as the financial results
of its segments. Included in the segment operating income (loss) is an
allocation of certain corporate operating expenses. The prior year's segment
information has been restated to present the Company's reportable segments as
they are currently defined. The Company does not identify assets or capital
expenditures by reportable segments. Additionally, the Chief Executive Officer
and Chief Financial Officer do not evaluate the business groups based on these
criteria.
The table below presents segment information about revenue from
unaffiliated customers, gross margins, and operating income (loss) for the three
months ended October 31, 2002 and 2001:
NETWORK
SOFTWARE &
PROFESSIONAL TECHNOLOGY SERVICES &
SERVICES LICENSING OTHER TOTAL
------------------ ------------------ ------------------ ------------------
FOR THE THREE-MONTH PERIOD ENDING
OCTOBER 31, 2002
Revenues from unaffiliated customers $ 1,214 $ 6,213 $ 5,104 $ 12,531
Gross margin 483 3,106 1,598 5,186
Operating (loss) income (2,619) 2,490 964 835
FOR THE THREE-MONTH PERIOD ENDING
OCTOBER 31, 2001
Revenues from unaffiliated customers $ 82 $ -- $ 6,586 $ 6,668
Gross margin (111) -- 2,443 2,332
Operating (loss) income (2,578) (114) 235 (2,457)
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following review of Forgent's financial position as of October 31,
2002 and July 31, 2002 and for the three months ended October 31, 2002 and 2001
should be read in conjunction with the Company's 2002 Annual Report on Form 10-K
and 2002 Amended Annual Report on Form 10-K/A-2 filed with the Securities and
Exchange Commission.
RESULTS OF OPERATIONS
The following table sets forth for the periods indicated the percentage
of total revenues represented by certain items in Forgent's Consolidated
Statements of Operations:
FOR THE THREE MONTHS ENDED
OCTOBER 31,
2002 2001
-------- --------
Network software and professional services revenues 10% 1%
Technology licensing revenues 50 --
Service and other revenues 40 99
Gross margin 41 35
Selling, general and administrative 29 48
Research and development 9 12
Impairment of assets (4) --
Restructuring expense -- 12
Total operating expenses 35 72
Other income, net 1 28
Income from continuing operations 7 (9)
Income (loss) from discontinued operations -- (29)
Net income (loss) 73% (39)%
THREE MONTHS ENDED OCTOBER 31, 2002 AND 2001
REVENUES. Revenues for the three months ended October 31, 2002 were
$12.5 million, an increase of $5.8 million, or 88%, from $6.7 million reported
for the three months ended October 31, 2001. Consolidated revenues represent the
combined revenues including sale of Forgent's software products, network
consulting, installation, training, maintenance services, and multi-vendor
products as well as royalties received from licensing the Company's intellectual
property. Consolidated revenues do not include any revenues from Forgent's
discontinued products business, which manufactured and sold endpoint systems, or
the Company's discontinued integration business, which provided customized
videoconferencing solutions.
Network software and professional services revenues were $1.2 million
and $82 thousand for the three months ended October 31, 2002 and 2001,
respectively. Network software and professional services revenues as a
percentage of total revenues were 10% and 1 degreesa for the three months ended
October 31, 2002 and 2001, respectively. Revenues from this new line of business
include sales of Forgent's Video Network Platform ("VNP"), Global Scheduling
System ("GSS"), and VideoWorks, which is a bundling of Forgent's software
products and may include hardware devices based on customer preference. Also
included are network consulting services, and royalties. VNP is an
enterprise-class network management software designed to manage video, voice and
web content on multi-protocol, multi-vendor networks, and is designed to
schedule, monitor and manage enterprise video networks from a central location,
thus improving ease-of-use, reliability, and manageability of video
communications, as well as cost of ownership. GSS offers a Microsoft Outlook
interface as well as a web-based scheduling application designed for
organizations needing to manage large-scale meeting environments effectively and
efficiently. Forgent's network consulting services provide technical market
research, evaluation and analysis to customers in addition to the means to test
multiple network systems for manageability, interoperability, and optimum
network connectivity prior to installation. During the three months ended
October 31, 2002, Forgent sold fourteen software licenses and network software
and professional services revenues grew by 31% over the fourth fiscal quarter of
2002. The growth is primarily attributable to an increase in the average selling
price. Based on Forgent's new sales organization, positive
9
market reaction to the software products and the successful addition of GSS,
management anticipates continued similar growth in its network software and
professional services revenues for the remaining quarters in fiscal 2003.
Intellectual property licensing revenues were $6.2 million and
represented 50% of total revenues for the three months ended October 31, 2002.
No such revenues were generated during the three months ended October 31, 2001.
The first fiscal quarter of 2003 marks the third consecutive quarter that
Forgent has generated licensing revenues. These licensing revenues relate to the
Company's data compression technology embodied in U.S. Patent No. 4,698,672 and
its foreign counterparts, thus continuing the success of the Company's maturing
Patent Licensing Program. Since October 31, 2002, Forgent has entered into
additional licenses and the Company is continuing to actively seek to license
other users of its technology. Forgent's licensing program involves risks
inherent in technology licensing, including risks of protracted delays, possible
legal challenges that would lead to disruption or curtailment of the licensing
program, increasing expenditures associated with pursuit of the program, and
other risks that could adversely affect the Company's licensing program.
Additionally, the U.S. patent, which has generated the licensing revenues,
expires in October 2006 and its foreign counterparts expire in September 2007.
Thus, there can be no assurance that the Company will be able to continue to
effectively license its technology to others.
Service and other revenues were $5.1 million and $6.6 million for the
three months ended October 31, 2002 and 2001, respectively. Service and other
revenues as a percentage of total revenues were 40% and 99% for the three months
ended October 31, 2002 and 2001, respectively. Service and other revenues
include the maintenance and support of thousands of endpoints and bridges under
maintenance agreements, as well as sales of a variety of third-party
manufactured equipment through its Multi-Vendor Partners Program ("MVP"). The
decline in service revenues is due primarily to the decrease in the renewal rate
of service contracts for VTEL products and the decline in the average selling
price of the hardware devices being supported, which correspondingly impacts the
pricing on the service maintenance contracts. As a vendor-neutral service
provider, offering installation, technical support, and maintenance to a wider
array of videoconferencing devices, including endpoints, multipoint control
units, gateways, gatekeepers, and traditional network switches and routers,
Forgent is offsetting the decrease in renewal of VTEL contracts with service
contracts for other third party products. Through focused attention to details,
Forgent increased the number of end points, including VTEL end points, under
service contracts by increasing the renewal rate of its existing maintenance
contracts and adding new customers to yield a 13% increase in service revenues
over the fourth fiscal quarter of 2002. Despite the improvement over the
previous quarter, management anticipates a possible decline in service revenues
during the second fiscal quarter, although rate of the decline is uncertain.
Forgent will continue to sell equipment through its MVP program.
GROSS MARGIN. Gross margins increased $2.9 million, or 122%, to $5.2
million for the quarter ended October 31, 2002 from $2.3 million for the quarter
ended October 31, 2001. Gross margins as a percentage of total revenues were 41%
and 35% for the three months ended October 31, 2002 and 2001, respectively.
The Company's total gross margins grew significantly during the quarter
ended October 31, 2002 as compared to the quarter ended October 31, 2001 and are
primarily generated from intellectual property licensing revenues. The costs
associated with Forgent's technology licensing business relates to the legal
fees incurred on successfully achieving signed agreements. The contingent legal
fees are based on a standard percentage of the signed agreement and are paid to
a national law firm, which has personally invested and continues to invest in
developing Forgent's licensing program. Thus, the Company's gross margin from
its technology licensing business is fixed at 50%.
Since the costs associated with the network software and professional
services business result primarily from the amortization of the Company's
capitalized software development costs on a straight-line basis and from minimal
royalty payments to outside vendors, the cost of sales from this line of
business is relatively fixed. During the quarter ended October 31, 2002, Forgent
sold fourteen software licenses, increasing gross margins from the network
software and professional services business by 75% over the quarter ended July
31, 2002. Gross margins as a percentage of revenues from the network software
and professional services business were 40% and 30% for the quarters ending
October 31, 2002 and July 31, 2002, respectively. As more licenses are sold,
management expects to achieve higher gross margins from this segment, in
absolute terms and in terms of percentage of revenue.
Similarly, the costs associated with the service and other business are
labor intensive and relatively fixed, which causes gross margins to be directly
affected by the level of revenue generated primarily from new and
10
renewed service contracts. The $1.5 million decrease in service and other
revenues for the quarter ended October 31, 2002 as compared to the quarter ended
October 31, 2001 directly contributed to the 35% decrease in the service and
other gross margins. During the three months ended October 31, 2002, Forgent
reduced headcount in its legacy services business and curtailed other related
expenses to improve service and other margins by 26%, as compared to the three
months ended July 31, 2002. This decrease in expenses did not impact the
services provided to Forgent's customers. Gross margins as a percentage of
revenues for the service and other business were 31% and 28% for the quarters
ending October 31, 2002 and July 31, 2002, respectively.
SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and
administrative expenses increased by $0.5 million, or 15%, to $3.7 million for
the quarter ended October 31, 2002 from $3.2 million for the quarter ended
October 31, 2001. Selling, general and administrative expenses as a percentage
of revenues were 29% and 48% for the three months ended October 31, 2002 and
2001, respectively.
When Forgent acquired certain assets and liabilities of Global
Scheduling Systems Inc. during the fourth fiscal quarter of 2002, Forgent's
sales force more than doubled. Therefore, the increase in total selling, general
and administrative expenses ("SG&A") is due largely to increased spending
related to the ramp-up efforts in the sales organization. Forgent's new sales
structure was implemented during the first fiscal quarter and has made progress
in delivering in-quarter revenue as well as building a substantial pipeline for
future revenue.
Furthermore, additional international travel and consulting expenses
related to Forgent's Patent Licensing Program were incurred during the three
months ended October 31, 2002. However, management is committed to maintaining
SG&A expenses at reasonable levels in terms of percentage of revenue and to
further decrease any unnecessary SG&A expenses that do not directly support the
generation of revenues for Forgent.
RESEARCH AND DEVELOPMENT. Research and development expenses increased
by $0.4 million, or 51%, to $1.2 million for the quarter ended October 31, 2002
from $0.8 million for the quarter ended October 31, 2001. Research and
development ("R&D") expenses as a percentage of revenues were 9% and 12% for the
three months ended October 31, 2002 and 2001, respectively.
The increase in the R&D expenses during the three months ended October
31, 2002 as compared to the three months ended October 3, 2001 relates to the
continued efforts on enhancing Forgent's award-winning VNP and GSS. VNP Version
2.5, the Company's latest version of its network management software, allows
devices to be grouped by location, department, or company and then managed by
different administrators, who can monitor their networks by discreet entities
and according to the importance of particular calls. VNP Version 2.5 also allows
administrators to remotely control camera functions and launch multipoint calls
as well as offers several other advanced features to give administrators
unprecedented levels of control over enterprise-wide videoconference operations
while increasing overall efficiencies and productivity. GSS Version 3.9,
Forgent's latest version of its scheduling and resource management software, is
fully integrated with Microsoft(R) Outlook(R) and allows users to schedule
rooms, equipment, catering service and other resources in addition to scheduling
participants. Both enhanced versions of the Company's software were on time, on
budget, and made available to the general public in the United States, Europe,
and Australia starting in November 2002. Forgent will continue its research and
development based on its strategy of thrusting its scheduling interface as the
prevalent interface used by all corporate meetings and its focus on providing
automated recoveries to further improve collaboration management.
The R&D expenses are net of $0.8 million and $1.1 million capitalized
during the three months ended October 31, 2002 and October 31, 2001,
respectively. Software development costs are capitalized after a product is
determined to be technologically feasible and is in the process of being
developed for market. At the time the product is released for sale, the
capitalized software is amortized over the estimated economic life of the
related projects, generally three years. All of Forgent's capitalized software
development costs for the first fiscal quarter relate to its VNP software.
During the three months ended October 31, 2002, Forgent filed seven new
collaboration management patents with the United States Patent and Trademark
Office, which brings the total filings count to forty. Forgent currently holds
approximately forty issued patents related to videoconferencing, data
compression, video mail and other technology developed by the Company.
11
Forgent's ability to successfully develop software solutions to enable
enterprise video networks is a significant factor in the Company's success. As
Forgent develops its research and development strategy, management anticipates
additional costs associated with the recruiting and retention of engineering
professionals. Management will attempt to maintain research and development
expenses at reasonable levels in terms of percentage of revenue. However,
management believes Forgent's ultimate future success is based primarily on the
development and success of its software solution offerings.
IMPAIRMENT OF ASSETS. As a result of the sale of its Products business
unit during fiscal 2002, Forgent received two subordinated promissory notes from
VTEL Products Corporation ("VTEL"). Due to the defaulted payment on the first
subordinated promissory note due in April 2002 and due to the uncertainty in
collecting the two outstanding notes from VTEL, the Company recorded a $5,967
charge for the reserve of both notes from VTEL during the fiscal 2002.
Management is currently renegotiating the payment terms of the note in default.
During the quarter ended October 31, 2002, management agreed with VTEL's
management to offset Forgent's accounts payable to VTEL with its accounts
receivable from VTEL. The net $499 Forgent liability was partially offset with
the note in default, thus relieving $499 of the reserve on the notes receivable.
This relief was accounted for as part of continuing operations on the Company's
consolidated statement of operations. No cash was exchanged with this
transaction.
RESTRUCTURING CHARGE. During the three months ended October 31, 2001,
the Company restructured its organization, which involved the termination of
approximately 65 employees or 17% of the workforce. The restructuring was the
result of eliminating certain business elements that did not contribute to
Forgent's core competencies as well as efforts to increase efficiencies and to
significantly reduce administrative costs. Forgent recorded a one-time charge of
$0.8 million for the restructuring, which represented 12% of total revenues for
the three months ended October 31, 2001.
OTHER INCOME. Other income decreased by $1.7 million to $0.1 million
for the quarter ended October 31, 2002 from income of $1.8 million for the
quarter ended October 31, 2001. Other income as a percentage of revenues was 1%
and 28% for the three months ended October 31, 2002 and 2001, respectively. The
decrease is due primarily to the 76,625 shares of Polycom common stock that were
sold under a cash flow hedge, resulting in a $1.7 million realized gain for the
first fiscal quarter of 2002. The Company no longer has any investment in
Polycom as of October 31, 2001.
INCOME (LOSS) FROM DISCONTINUED OPERATIONS. During fiscal year 2002,
the Company sold the operations and substantially all of the assets of its VTEL
products business, including the VTEL name, to VTEL and the operations and
assets of its integration business to SPL Integrated Solutions. Accordingly, the
products and integration businesses have been accounted for and presented as
discontinued operations in the consolidated financial statements.
Loss from discontinued operations was $1.9 million for the three months
ended October 31, 2001. No losses were recorded for discontinued operations for
the three months ended October 31, 2002. Loss from discontinued operations was
0% and 29% of revenues for the quarters ended October 31, 2002 and 2001,
respectively.
NET INCOME (LOSS). Forgent generated a net income of $0.9 million, or
$0.04 per share, during the quarter ended October 31, 2002 compared to a net
loss of $2.6 million, or $0.10 per share, during the quarter ended October 31,
2001. Net income (loss) as a percentage of revenues was 7% and (39%) for the
three months ended October 31, 2002 and 2001, respectively. The $3.5 million
increase in the Company's net income is primarily attributable to the $1.9
million decrease in the loss from discontinued operations and the $2.9 million
increase in gross margins, which were offset by $1.7 million decrease in other
income.
During the three months ended October 31, 2002 Forgent has grown
revenues from its core network software and professional services business,
demonstrated continued revenues and earnings from its intellectual property
business, improved its legacy services operations and met other expectations to
achieve its third consecutive quarter of profitability. These significant
indicators, as well as those achieved in the research and development of the
Company's software products, continue to strengthen the Company's prospects.
However,
12
uncertainties and challenges remain, and there can be no assurance that the
Company can successfully grow its revenues or maintain profitability.
LIQUIDITY AND CAPITAL RESOURCES
On October 31, 2002, Forgent had working capital of $9.5 million,
including $14.6 million in cash, cash equivalents and short-term investments.
Cash used in operating activities was $3.7 million for the three months ended
October 31, 2002 due primarily to the increase in accounts receivable and
decrease in accounts payable. Cash provided by operating activities was $3.4
million for the three months ended October 31, 2001 and largely resulted from
the decrease in accounts receivable. As of October 31, 2002, Forgent had $2.5
million in accounts receivable related to its Patent Licensing Program. The
Company continued to actively pursue collection on its other outstanding
receivables by engaging the services of third party collectors and by retaining
legal counsel in pursuit of collection from a customer in bankruptcy for
$233,000 and from a delinquent customer for $90,000. The outstanding receivables
being pursued with legal action represents 3.8% of the net accounts receivable
at October 31, 2002. The Company is not experiencing undue difficulties
collecting its other outstanding receivables.
Cash used in investing activities was $1.0 million for the three months
ended October 31, 2002 due largely to the capitalization of software development
costs. Cash provided by investing activities was $1.1 million for the three
months ended October 31, 2001 due primarily to net sales of short-term
investments, which were offset by the capitalization of software development
costs. For fiscal 2003, Forgent's capital budget is approximately $0.8 million
and will be used principally to invest in demonstration equipment, spare parts
to support the Company's warranties and services, and various other operational
equipment as needed. Forgent took advantage of certain discounts; thus, capital
expenditures incurred during the three months ended October 31, 2002 were
primarily for spare parts to support the Company's service contracts. During the
three months ended October 31, 2001, Forgent sold its remaining investment in
Polycom, resulting in a net cash inflow of $1.8 million, which significantly
contributed to the cash provided by investing activities.
Cash used in financing activities was $0.7 million for the three months
ended October 31, 2002 due primarily to the purchase of treasury stock. Cash
used in financing activities was $0.2 million for the three months ended October
31, 2001. In fiscal 2001 Forgent announced a stock repurchase program to
purchase up to two million of the Company's common stock. During the first
fiscal quarter of 2003, Forgent's board of directors approved the repurchase of
an additional million shares of the Company's stock. During the three months
ended October 31, 2002, the Company repurchased 354,686 shares for $0.7 million,
bringing the total number of shares repurchased to date to 1.2 million shares.
Management will continue to evaluate repurchasing additional shares in fiscal
2003, depending on the Company's cash position, market conditions, and other
factors. During the three months ended October 31, 2001 Forgent entered into a
three-year notes payable of $0.4 million for the purchase of the Company's new
accounting system. At October 31, 2002, Forgent did not have a line of credit in
place. Based on the Company's current cash position, management does not expect
to obtain any line of credit during the current fiscal year.
Forgent's principal sources of liquidity at October 31, 2002 consisted
of $14.6 million of cash, cash equivalents and short-term investments.
Additionally, the Company's working capital has remained relatively stable over
the last several quarters. As more license agreements are signed and related
payments are received under the continued success of the Company's Patent
Licensing Program, management expects the Company's cash position to strengthen.
However, risks and uncertainties remain as to the timing of the receipts of
license fees due, in part, to the inherent nature of a patent licensing program.
Management plans to strategically utilize this positive cashflow to invest
further in developing Forgent's VNP, GSS, and VideoWorks software and to explore
other opportunities for growing the business. However, there is no assurance
that the Company will be able to limit its cash consumption and continue to
preserve its cash balances, and it is possible that the Company's business
demands may lead to cash utilization at levels greater than recently experienced
due to investments in research and development, increased expense levels and
other factors.
LEGAL MATTERS
Forgent is the defendant or plaintiff in various actions that arose in
the normal course of business. In the opinion of management, the ultimate
disposition of these matters will not have a material adverse affect on the
Company's financial condition or results of operations.
13
CRITICAL ACCOUNTING POLICIES
The consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States and include
the accounts of Forgent's wholly owned subsidiaries. All significant
intercompany transactions and balances have been eliminated in the
consolidation. Preparation of the consolidated 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. Management periodically
evaluates estimates used in the preparation of the financial statements for
continued reasonableness. Appropriate adjustments, if any, to the estimates used
are made prospectively based upon such periodic evaluation.
Management believes the following represent Forgent's critical
accounting policies:
REVENUE RECOGNITION
In general, the Company recognizes revenue when persuasive evidence of
an arrangement exists, service delivery has occurred, fee is fixed or
determinable, and collectability is probable.
In accordance with Statement of Position 97-2, "Software Revenue
Recognition," software and product revenues are recognized when the software or
product is shipped and invoiced. When a sale contains both delivered and
deferred elements, the Company utilizes vendor-specific objective evidence to
allocate the sale price first to deferred elements and then the residual value
is allocated to the delivered elements.
Service revenues are recorded at the time the services are rendered.
Revenues for maintenance agreements are recorded ratably over the
contract period. Customer prepayments are deferred until services have been
rendered and there are no significant further obligations to the customer. Gross
intellectual property licensing revenue is recognized at the time a license
agreement has been executed and related costs are recorded as cost of goods
sold.
SOFTWARE DEVELOPMENT COSTS
Costs incurred in connection with the development of software products
are accounted for in accordance with Statement of Financial Accounting Standards
("SFAS") No. 86, "Accounting for the Costs of Computer Software to Be Sold,
Leased or Otherwise Marketed." Costs incurred prior to the establishment of
technological feasibility are charged to research and development expense.
Amortization of capitalized software begins upon initial product shipment.
Software development costs are amortized over the estimated life of the related
product (generally thirty-six months), using the straight-line method.
ALLOWANCE FOR DOUBTFUL ACCOUNTS
The Company maintains an allowance for doubtful accounts to estimate
losses from uncollectable customer receivables. This estimate is based in the
aggregate, on historical collection experience, age of receivables and general
economic conditions. It also considers individual customers payment experience,
credit-worthiness and age of receivable balances.
IMPAIRMENT OF GOODWILL AND INTANGIBLE ASSETS
The Company adopted SFAS No. 142, Goodwill and Other Intangible Assets
on August 1, 2001 and thus is required to review the carrying value of goodwill
and other intangible assets annually. Forgent also reviews goodwill and other
intangibles for possible impairment whenever specific events warrant. Events
that may create an impairment review include, but are not limited to:
significant and sustained decline in the Company's stock price or market
capitalization; significant underperformance of operating units; significant
changes in market conditions and
14
trends. If a review event has occurred, the value of the goodwill or intangible
is compared to the estimate of future cash flows, and if required, an impairment
is recorded.
RISK FACTORS
There are many factors that affect the Company's business, prospects
and the results of its operations, some of which are beyond the control of the
Company. The following is a discussion of some of these and other important risk
factors that may cause the actual results of the Company's operations in future
periods to differ materially from those currently expected or desired.
GENERAL ECONOMIC AND INDUSTRY CONDITIONS
Any adverse change in general economic, business or industry conditions
could have a material adverse effect on the Company's business, prospects and
financial performance if those conditions caused customers or potential
customers to reduce or delay their investments in network software and
professional services or legacy services. Due to the current economic
circumstances affecting U.S. businesses, there has been a slow down in capital
spending, which adversely affects the willingness of companies to purchase
enterprise software products, professional services and legacy services. If this
slow down is prolonged, current economic conditions could have a continued
adverse effect on the demand for the Company's products and services and could
result in declining revenue and earnings growth rates for the Company.
TECHNOLOGICAL CHANGES AND PRODUCT TRANSITIONS
The technology industry is characterized by continuing improvements in
technology, which results in the frequent introduction of new products, short
product life cycles and continual improvement in product price/performance
characteristics. These improvements could render the Company's products
noncompetitive, if the Company fails to anticipate and respond effectively to
these improvements and new product introductions. While the Company believes
that its experience in the videoconferencing industry affords it a competitive
advantage over some of its competitors, rapid changes in technology present some
of the greatest challenges and risks for any software and technology-based
company.
SALES CYCLE
Forgent has a long sales cycle because it generally takes time to
educate potential customers regarding the use and benefits of network software
applications. The long sales cycle makes it difficult to predict the quarter in
which sales may fall. Because the Company's expense levels are relatively fixed,
the shift of sales from one quarter to a later quarter will adversely affect
results in operations in an affected quarter, as the Company would not be able
to adjust its expense levels to match fluctuations in revenues. If the Company
failed to meet expectations by shareholders, analysts or others as to products
sales anticipated in any particular quarter, the market price of the Company's
stock may significantly decrease.
PRODUCT IMPLEMENTATION
The Company recognizes a portion of its revenue from product sales upon
implementation of its software, and the timing of product implementation could
cause significant variability in product license revenues and operating results
for any particular period.
NEW BUSINESS MODEL
In accordance with its restructuring efforts previously described, the
Company is currently transitioning its business and realigning its strategic
focus towards a new core market, network software and professional services.
Internal changes resulting from the business restructuring announced during 2001
and 2002 are substantially complete, but many factors may negatively impact the
Company's ability to implement its strategic focus, including the ability or
possible inability to manage the implementation and development of its new
network product and service business, sustain the productivity of Forgent's
workforce and retain key employees, manage operating expenses and quickly
respond to and recover from unforeseen events associated with the restructuring.
The
15
Company may be required by market conditions and other factors to undertake
additional restructuring efforts in the future. Forgent's business, results of
operations or financial condition could be materially adversely affected if it
is unable to manage the implementation and development of its new business
strategy, sustain the productivity of its workforce and retain key employees,
manage its operating expenses or quickly respond to and recover from unforeseen
events associated with any future restructuring efforts.
LIMITED OPERATING HISTORY
Despite being founded in 1985, Forgent has a limited operating history
because of the Company's recent transition to a network software and
professional services company. As a result of its limited operating history,
Forgent cannot forecast revenue and operating expenses based on historical
results. The Company's ability to accurately forecast quarterly revenue is
limited because Forgent's software products have a long sales cycle that makes
it difficult to predict the quarter in which sales will occur. The Company's
business, operating results and financial condition will be materially adversely
affected if revenues do not meet projections and if results in a given quarter
do not meet expectations.
COMPETITION AND NEW ENTRANTS
The Company may encounter new entrants or competition from competitors
in some or all aspects of its business. The Company competes on the basis of
price, technology availability, performance, quality, reliability, service and
support. The Company believes that its experience and business model creates a
competitive advantage over its competitors. However, there can be no assurance
that the Company will be able to maintain this advantage. Many of the Company's
current and possibly future competitors have greater resources than the Company
and therefore, may be able to compete more effectively on price and other terms.
SOFTWARE MARKETING AND SALES
Forgent's network software product was introduced in the fall of 2001,
and as such, it has limited market awareness and, to date, limited sales. The
Company's future success will be dependent in significant part on its ability to
generate demand for its network software products and professional services. To
this end, Forgent's direct and indirect sales operations must increase market
awareness of its products to generate increased revenue. The Company's products
and services require a sophisticated sales effort targeted at the senior
management of its prospective customers. All new hires will require training and
will take time to achieve full productivity. Forgent cannot be certain that its
new hires will become as productive as necessary or that it will be able to hire
enough qualified individuals or retain existing employees in the future. The
Company cannot be certain that it will be successful in its efforts to market
and sell its products, and if it is not successful in building greater market
awareness and generating increased sales, future results of operations will be
adversely affected.
NETWORK SOFTWARE AND PROFESSIONAL SERVICES DEVELOPMENT
Forgent expects that its future financial performance will depend
significantly on revenue from existing and future enterprise software products
and the related tools that the Company plans to develop, which is subject to
significant risks. There are significant risks inherent in a new product
introduction, such as its existing VNP and GSS software products. Market
acceptance of these and future products will depend on continued market
development for collaboration management. Forgent cannot be certain that its
existing or future products offerings will meet customer performance needs or
expectations when shipped or that it will be free of significant software
defects or bugs. If the Company's products do not meet customer needs or
expectations, for whatever reason, the Company's sales would be adversely
affected and further, upgrading or enhancing the product could be costly and
time consuming.
LICENSE PROGRAM
The Company's intellectual property licensing revenues are difficult to
predict. The Company's licensing program involves risks inherent in technology
licensing, including risks of protracted delays, possible legal challenges that
would lead to disruption or curtailment of the program, increasing expenditures
associated with the pursuit of the program, and other risks that could adversely
affect the Company's licensing program. Thus, there can
16
be no assurance that the Company will be able to continue to license its
technology to others. If the Company fails to meet the expectations of public
market analysts or investors, the market price of Forgent's common stock may
decrease significantly. Quarterly operating results may fail to meet these
expectations for a number of reasons, including the inability of licensees to
pay our license and other fees, a decline in the demand for the Company's
patented technology, higher than expected operating expenses, and license delays
due to legal and other factors.
PATENTS AND TRADEMARKS
The Company's success and ability to compete are substantially
dependent on its proprietary technology and trademarks. The Company seeks to
protect these assets through a combination of patent, copyright, trade secret,
and trademark laws, as well as confidentiality procedures and contractual
provisions. These legal protections afford only limited protection and
enforcement of these rights may be time consuming and expensive. Furthermore,
despite best efforts, the Company may be unable to prevent third parties from
infringing upon or misappropriating its intellectual property. Also, competitors
may independently develop similar, but not infringing, technology, duplicate
products, or design around the Company's patents or other intellectual property.
The Company's patent applications or trademark registrations may not be
approved. Moreover, even if approved, the resulting patents or trademarks may
not provide Forgent with any competitive advantage or may be challenged by third
parties. If challenged, patents might not be upheld or claims could be narrowed.
Any litigation surrounding the Company's rights could force Forgent to divert
important financial and other resources away from business operations
ACQUISITION INTEGRATION
The Company has made, and may continue to evaluate and make, strategic
acquisitions in public and privately held technology companies. Because some of
these companies may be early-stage ventures with either unproven business
models, products that are not yet fully developed or products that have not yet
achieved market acceptance, these transactions are inherently risky. Many
factors outside of the Company's control determine whether or not the Company's
investments will be successful. Such factors include the ability of a company to
obtain additional private equity financing, to access the public capital
markets, to affect a sale or merger, or to achieve commercial success with its
products or services. Accordingly, there can be no assurances that any of the
Company's investments will be successful or that the Company will be able to
recover the amount invested.
DIVESTITURE TRANSACTIONS
As a result Forgent's transition to a network software and professional
services company, it has substantially completed a program to divest certain
non-core assets, including a videoconferencing endpoint manufacturing business
as well as other related businesses. There can be no assurance that, having
divested such non-core operations, Forgent will be able to achieve greater or
any profitability, strengthen its core operations or compete more effectively in
existing markets. In addition, the Company continues to evaluate the
profitability realized or likely to be realized by our existing businesses and
operations, and Forgent reviews from a strategic standpoint, which, if any, of
its businesses or operations should be divested. Entering into, evaluating or
consummating divestiture transactions may entail risks and uncertainties in
addition to those which may result from the divestiture-related change in the
Company's business operations, including but not limited to extraordinary
transaction costs, unknown indemnification liabilities and unforeseen
administrative complications, any of which could result in reduced revenues,
increased charges, or post-transaction administrative costs or could otherwise
have a material adverse effect on Forgent's business, financial condition or
results of operations.
Due to the risk factors noted above and elsewhere in the Management's
Discussion and Analysis of Financial Condition and Results of Operations,
Forgent's past earnings and stock price have been, and future earnings and stock
price potentially may be, subject to significant volatility, particularly on a
quarterly basis. Past financial performance should not be considered a reliable
indicator of future performance and investors are cautioned in using historical
trends to anticipate results or trends in future periods. Any shortfall in
revenue or earnings from the levels anticipated by securities analysts could
have an immediate and significant effect on the trading price of the Company's
common stock in any given period.
17
CAUTIONARY STATEMENT REGARDING RISKS AND UNCERTAINTIES THAT MAY AFFECT FUTURE
RESULTS
Certain portions of this report contain forward-looking statements that
reflect the Company's current expectations regarding future results of
operations, economic performance, financial condition and achievements. Whenever
possible, Forgent attempted to identify these forward-looking statements with
the words "believes," "estimates," "plans," "expects," "anticipates" and other
similar expressions. These statements reflect management's current plans and
expectations that rely on a number of assumptions and estimates that are subject
to risks and uncertainties including, but not limited to rapid changes in
technology, unexpected changes in customer order patterns, the intensity of
competition, economic conditions, pricing pressures, interest rates
fluctuations, changes in the capital markets, litigation involving intellectual
property, changes in tax and other laws and governmental rules applicable to
Forgent's business and other risks indicated in Forgent's filings with the
Securities and Exchange Commission. These risks and uncertainties are beyond the
Company's control, and in many cases, management cannot predict all of the risks
and uncertainties that could cause actual results to differ materially from
those indicated by the forward-looking statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's primary market risk exposure relates to interest rate
risk and foreign currency exchange fluctuations. Forgent's interest income is
sensitive to changes in U.S. interest rates. However, due to the short-term
nature of the Company's investments, Forgent does not consider these risks to be
significant. The Company previously invested in Accord Networks ("Accord") an
Israeli-based manufacturer of networking equipment. In June of 2000, Accord
filed an initial public offering on the NASDAQ stock exchange in which the
Company was apportioned 1.3 million shares. In February 2001, Accord was
acquired by Polycom Inc. ("Polycom") and Forgent's investment in Accord
converted to 399,000 shares of Polycom. The Company sold 246,000 shares and then
entered into a cash flow hedge to ensure a minimum level of cash flow from the
153,000 remaining shares. These hedges settled in July and October 2001. During
the three months ended October 31, 2001, the remaining Polycom shares were sold
under a cash flow hedge, realizing $1.7 million in gain and $1.8 million in net
cash flows. As of October 31, 2001, the Company no longer had market risks
related to the Polycom stock.
Forgent's objective in managing its exposure to foreign currency
exchange rate fluctuations is to reduce the impact of adverse fluctuations in
earnings and cash flows associated with foreign currency exchange rate changes.
Accordingly, the Company historically utilized forward contracts to hedge its
foreign currency exposure on firm commitments denominated in the Euro and
Australian dollar. As of October 31, 2002 and October 31, 2001, the Company held
no foreign currency contracts. Due to the Company's reduction in international
offices and related reduction in foreign exchange risks, management does not
anticipate any additional foreign currency hedges.
For additional Quantitative and Qualitative Disclosures about Market
Risk reference is made to Part II, Item 7A, Quantitative and Qualitative
Disclosures about Market Risk, in the Company's Annual Report on Form 10-K for
the year ended July 31, 2002, as amended.
ITEM 4. CONTROLS AND PROCEDURES
Under the supervision and with the participation of the Company's Chief
Executive Officer and Chief Financial officer, management of the Company has
evaluated the effectiveness of the Company's disclosure controls and procedures
(as defined in Rule 13a-14(c) and Rule 15d 14 under the Securities Exchange Act
of 1934) as of a date within 90 days prior to the filing date of this report.
Based on that evaluation, the Chief Executive Officer and Chief Financial
officer concluded that, as of the date of the evaluation, the Company's
disclosure controls and procedures are effective in timely alerting them to the
material information relating to the Company required to be included in its
periodic filings with the Securities and Exchange Commission.
During the period covered by this report, there were no significant
changes in the Company's internal controls or, to management's knowledge, in
other factors that could significantly affect these controls subsequent to the
date of their evaluation.
18
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Forgent is the defendant or plaintiff in various actions that arose in
the normal course of business. In the opinion of management, the ultimate
disposition of these matters will not have a material adverse affect on our
financial condition or results of operations.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
99.1 Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
(b) Reports on Form 8-K:
None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FORGENT NETWORKS, INC.
By: /s/ RICHARD N. SNYDER
------------------------------
Richard N. Snyder
May 29, 2003 Chief Executive Officer
By: /s/ JAY C. PETERSON
------------------------------
Jay C. Peterson
May 29, 2003 Chief Financial Officer
19
FORGENT NETWORKS, INC.
OCTOBER 31, 2002
CERTIFICATIONS
I, Richard N. Snyder, Chief Executive Officer of Forgent Networks,
Inc., certify that:
l. I have reviewed this amended quarterly report on Form 10-Q/A (the
"quarterly report") of Forgent Networks, Inc. ("Registrant");
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations, and cash flows of the
Registrant as of, and for, the periods presented in this quarterly report;
4. The Registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:
a) designed such disclosure controls and procedures to
ensure that material information relating to the
Registrant, including its consolidated subsidiaries,
is made known to us by others within those entities,
particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the Registrant's
disclosure controls and procedures as of a date
within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls
and procedures based on our evaluation as of the
Evaluation Date.
5. The Registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the Registrant's auditors and the audit
committee of the Registrant's board of directors:
a) all significant deficiencies in the design or
operation of internal controls which could adversely
affect the Registrant's ability to record, process,
summarize and report financial data and have
identified for the Registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant
role in the Registrant's internal controls; and
6. The Registrant's other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
/s/ RICHARD N. SNYDER
----------------------------------
Richard N. Snyder
Chief Executive Officer
May 29, 2003
20
FORGENT NETWORKS, INC.
OCTOBER 31, 2002
CERTIFICATIONS
I, Jay C. Peterson, Chief Financial Officer of Forgent Networks, Inc.,
certify that:
1. I have reviewed this amended quarterly report on Form 10-Q/A (the
"quarterly report") of Forgent Networks, Inc. ("Registrant");
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations, and cash flows of the
Registrant as of, and for, the periods presented in this quarterly report;
4. The Registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:
a) designed such disclosure controls and procedures to
ensure that material information relating to the
Registrant, including its consolidated subsidiaries,
is made known to us by others within those entities,
particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the Registrant's
disclosure controls and procedures as of a date
within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls
and procedures based on our evaluation as of the
Evaluation Date.
5. The Registrants other certifying officer and I have disclosed, based
on our most recent evaluation, to the Registrant's auditors and the audit
committee of the Registrant's board of directors:
a) all significant deficiencies in the design or
operation of internal controls which could adversely
affect the Registrant's ability to record, process,
summarize and report financial data and have
identified for the Registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant
role in the Registrant's internal controls; and
6. The Registrants other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
/s/ JAY C. PETERSON
--------------------------------
Jay C. Peterson
Chief Financial Officer
May 29, 2003
21
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------ -----------
99.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002