10-Q 1 d10q.txt FORM 10-Q ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2002 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 000-23043 PERVASIVE SOFTWARE INC. (Exact name of registrant as specified in its charter) Delaware 74-2693793 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 12365 Riata Trace Parkway, Bldg. II Austin, Texas 78727 (Address of principal executive offices) ---------- (512) 231-6000 (Registrant's telephone number, including area code) ---------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days (1) Yes X No ------ (2) Yes X No ------ As of May 14, 2002 there were 16,766,856 shares of the Registrant's common stock outstanding. ================================================================================ PERVASIVE SOFTWARE INC. FORM 10-Q INDEX

PAGE ---- PART I. FINANCIAL INFORMATION Item 1. Financial Statements........................................................................... 3 Condensed Consolidated Balance Sheets at March 31, 2002 and June 30, 2001...................... 3 Condensed Consolidated Statements of Operations for the three and nine months ended March 31, 2002 and 2001.................................................................................. 4 Condensed Consolidated Statements of Cash Flows for the nine months ended March 31, 2002 and 2001.................................................................................. 5 Notes to Condensed Consolidated Financial Statements........................................... 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.......... 9 Item 3. Quantitative and Qualitative Disclosures about Market Risk..................................... 15 Part II. Other Information.............................................................................. 26 Item 6. Exhibits and Reports on Form 8-K............................................................... 26 Signatures ............................................................................................... 27

2 PART I. FINANCIAL INFORMATION Item 1. Financial Statements Pervasive Software Inc. Condensed Consolidated Balance Sheets (in thousands)

March 31, June 30, 2002 2001 ---------- -------- (Unaudited) Assets Current assets: Cash and cash equivalents $ 18,617 $ 20,593 Marketable securities 13,127 6,510 Trade accounts receivable, net 4,159 5,356 Prepaid expenses and other current assets 1,301 1,895 -------- -------- Total current assets 37,204 34,354 Property and equipment, net 3,282 4,755 Purchased technology and excess of cost over fair value of net assets acquired, net -- 853 Other assets 877 506 -------- -------- Total assets $ 41,363 $ 40,468 ======== ======== Liabilities and Stockholders' Equity Current liabilities: Trade accounts payable $ 275 $ 500 Accrued payroll and payroll related costs 1,001 1,583 Other accrued expenses 5,410 5,543 Deferred revenues 2,137 1,530 Liabilities of discontinued operations 785 1,633 -------- -------- Total current liabilities 9,608 10,789 Stockholders' equity: Common stock 59,012 60,148 Retained deficit (27,257) (30,469) -------- -------- Total stockholders' equity 31,755 29,679 -------- -------- Total liabilities and stockholders' equity $ 41,363 $ 40,468 ======== ========

See accompanying notes. 3 Pervasive Software Inc. Condensed Consolidated Statements of Operations (in thousands, except per share data) (Unaudited)

Three months ended Nine months ended March 31, March 31, ------------------ ----------------- 2002 2001 2002 2001 ------- ------- ------- ------- Revenues $ 9,432 $10,712 $27,611 $31,331 Costs and expenses: Cost of revenues and technical support 1,672 2,278 4,969 7,345 Sales and marketing 3,040 4,509 9,109 14,558 Research and development 1,747 2,472 5,395 8,117 General and administrative 1,304 1,409 4,078 4,400 ------- ------- ------- ------- Total costs and expenses 7,763 10,668 23,551 34,420 ------- ------- ------- ------- Operating income (loss) 1,669 44 4,060 (3,089) Interest and other income, net 158 292 565 968 Income tax provision (110) (100) (460) (401) ------- ------- ------- ------- Income (loss) before effect of adoption of new accounting principle 1,717 236 4,165 (2,522) Effect of adoption of new accounting principle -- -- (676) -- ------- ------- ------- ------- Net income (loss) $ 1,717 $ 236 $ 3,489 $(2,522) ======= ======= ======= ======= Basic earnings (loss) per share: Income (loss) before effect of adoption of new accounting principle $ 0.10 $ 0.01 $ 0.25 $ (0.16) Effect of adoption of new accounting principle -- -- (0.04) -- ------- ------- ------- ------- Net income (loss) $ 0.10 $ 0.01 $ 0.21 $ (0.16) ======= ======= ======= ======= Diluted earnings (loss) per share: Income (loss) before effect of adoption of new accounting principle $ 0.09 $ 0.01 $ 0.24 $ (0.16) Effect of adoption of new accounting principle -- -- (0.04) -- ------- ------- ------- ------- Net income (loss) $ 0.09 $ 0.01 $ 0.20 $ (0.16) ======= ======= ======= =======

See accompanying notes. 4 Pervasive Software Inc. Condensed Consolidated Statements of Cash Flows (in thousands) (Unaudited)

Nine months ended March 31, ------------------ 2002 2001 ------- ------- Cash from continuing operations Net income (loss) $ 3,489 $(2,522) Adjustments to reconcile net income (loss) to net cash provided by continuing operations: Depreciation and amortization 1,627 2,233 Effect of adoption of new accounting principle 676 -- Other non cash items 329 194 Change in current assets and liabilities: Decrease in trade accounts receivable 1,183 410 Decrease in prepaid expenses and other current assets 642 2,090 Increase (decrease) in accounts payable and accrued liabilities (957) 304 Increase in deferred revenue 607 125 ------- ------- Net cash provided by continuing operations 7,596 2,834 Cash from discontinued operations Net change in assets and liabilities of discontinued operations -- 447 Decrease in liabilities of discontinued operations (837) (2,927) ------- ------- Net cash used in discontinued operations (837) (2,480) Cash from investing activities Purchase of property and equipment (417) (710) Sales and purchases of marketable securities, net (6,617) 7,972 Investment in business venture, net (260) -- Increase in other assets (261) (228) ------- ------- Net cash provided by (used in) investing activities (7,555) 7,034 Cash from financing activities Proceeds from issuance of stock, net of issuance costs 327 135 Acquisition of treasury stock (1,487) -- ------- ------- Net cash provided by (used in) financing activities (1,160) 135 ------- ------- Effect of exchange rate on cash and cash equivalents (20) (237) ------- ------- Increase (decrease) in cash and cash equivalents (1,976) 7,286 Cash and cash equivalents at beginning of period 20,593 12,822 ------- ------- Cash and cash equivalents at end of period $18,617 $20,108 ======= =======

See accompanying notes. 5 PERVASIVE SOFTWARE INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2002 1. General and Basis of Financial Statements The unaudited interim condensed consolidated financial statements include the accounts of Pervasive Software Inc. and its majority-owned subsidiaries (collectively, the "Company" or "Pervasive"). All material intercompany accounts and transactions have been eliminated in consolidation. The financial statements included herein reflect all adjustments, consisting only of normal recurring adjustments, which in the opinion of management are necessary to fairly state the Company's financial position, results of operations and cash flows for the periods presented. These financial statements should be read in conjunction with the Company's consolidated financial statements and notes thereto for the year ended June 30, 2001, which are contained in the Company's Annual Report filed on Form 10-K on September 28, 2001 (File No. 000-23043). The results of operations for the three and nine month periods ended March 31, 2002 and 2001 are not necessarily indicative of results that may be expected for any other interim period or for the full fiscal year. 2. Earnings (Loss) Per Share The following table sets forth the computation of basic and diluted earnings (loss) per share (in thousands, except per share data):

Three months ended Nine months ended March 31, March 31, ------------------ ----------------- 2002 2001 2002 2001 ------- ------- ------- ------- Numerator: Net income (loss) .............................................. $ 1,717 $ 236 $ 3,489 $(2,522) ======= ======= ======= ======= Denominator: Denominator for basic earnings (loss) per share - weighted average shares ................................................. 16,861 15,843 16,862 15,843 Effect of dilutive securities: Employee stock options ...................................... 1,356 1,332 820 -- ------- ------- ------- ------- Potentially dilutive common shares .......................... 1,356 1,332 820 -- ------- ------- ------- ------- Denominator for diluted earnings (loss) per share - adjusted weighted average shares and assumed conversions ....... 18,217 17,175 17,682 15,843 ======= ======= ======= ======= Basic earnings (loss) per share ................................... $ 0.10 $ 0.01 $ 0.21 $ (0.16) ======= ======= ======= ======= Diluted earnings (loss) per share ................................. $ 0.09 $ 0.01 $ 0.20 $ (0.16) ======= ======= ======= =======

6 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) 3. Comprehensive Income The components of comprehensive income (loss) are as follows:

Three months ended Nine months ended March 31, March 31, ------------------ ----------------- 2002 2001 2002 2001 ------ ----- ------ ------- Net income (loss) .......................... $1,717 $ 236 $3,489 $(2,522) Foreign currency translation adjustments ... (38) (429) (276) (770) ------ ----- ------ ------- Comprehensive net income (loss) ............ $1,679 $(193) $3,213 $(3,292) ====== ===== ====== =======

4. Option Exchange Program In July 2001, the Company implemented an option exchange program allowing employees to exchange all stock options to purchase shares of the Company's stock under the Pervasive Software Inc. 1997 Stock Incentive Plan (the Plan) for new options under the Plan. The Company cancelled stock options, representing approximately 770,000 shares, previously granted to those employees who voluntarily participated in the program in exchange for new options, representing an equal number of shares, to be granted on or after February 27, 2002 at an exercise price equal to the fair market value of the Company's common stock on the grant date. On March 4, 2002, the Company granted new options representing approximately 726,000 shares to active employees who participated in the option exchange program. The program was organized to comply with FASB Interpretation No. 44, Accounting for Certain Transactions Involving Stock Compensation, and is not expected to result in any additional compensation charges or variable plan accounting. 5. Change in Accounting Principle In June 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 141, Business Combinations, which eliminates the pooling method of accounting for all business combinations initiated after June 30, 2001 and addresses the initial recognition and measurement of goodwill and other intangible assets acquired in a business combination. The Company adopted this accounting standard for business combinations initiated after June 30, 2001. The Company adopted Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets, effective July 1, 2001. Statement 142 discontinues the amortization of goodwill and requires future periodic testing of goodwill for impairment. In addition, Statement 142 requires reassessment of the useful lives of previously recognized intangible assets. With the adoption of Statement 142, the Company ceased amortization of goodwill as of July 1, 2001. Upon adoption of Statement 142, the Company completed an evaluation of its carrying value of goodwill as allowed effective July 1, 2001, resulting in an impairment charge of approximately $676,000, which is recorded as a cumulative change in accounting principle. The Company's implied fair value of goodwill was $0 as a result of the Company's allocation of enterprise value, as determined by quoted market prices, to all of the Company's assets and liabilities. The following table presents the quarterly results of the Company on a comparable basis as if Statement 142 had been adopted effective July 1, 2000: 7

Three months ended Nine months ended March 31, March 31, ------------------ ----------------- 2002 2001 2002 2001 ------ ----- ----------------- Reported net income (loss) $1,717 $ 236 $3,489 $(2,522) Goodwill amortization (net of tax) -- 26 -- 78 Effect of adoption of new accounting principle (net of tax) -- -- 676 -- ------ ----- ------ ------- Adjusted net income (loss) $1,717 $ 262 $4,165 $(2,444) ====== ===== ====== ======= Basic earnings (loss) per share: Reported net income (loss) $ 0.10 $0.01 $ 0.21 $ (0.16) Goodwill amortization (net of tax) -- -- -- -- Effect of adoption of new accounting principle (net of tax) -- -- 0.04 -- ------ ----- ------ ------- Adjusted net income (loss) $ 0.10 $0.01 $ 0.25 $ (0.16) ====== ===== ====== ======= Diluted earnings (loss) per share: Reported net income (loss) $ 0.09 $0.01 $ 0.20 $ (0.16) Goodwill amortization (net of tax) -- -- -- -- Effect of adoption of new accounting principle (net of tax) -- -- 0.04 -- ------ ----- ------ ------- Adjusted net income (loss) $ 0.09 $0.01 $ 0.24 $ (0.16) ====== ===== ====== =======

6. Recently Issued Accounting Standards In August 2001, the FASB issued Statement No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. Statement 144 supercedes Statement No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of, and the accounting and reporting provisions relating to the disposal of a segment of a business as required by Accounting Principles Board No. 30. The provisions of Statement 144 will be effective for the Company's fiscal year beginning July 1, 2002. The Company does not expect that the adoption of Statement 144 will have a significant impact on its financial statements. 8 PERVASIVE SOFTWARE INC. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. The statements contained in this Report on Form 10-Q that are not purely historical statements are forward looking statements within the meaning of Section 21E of the Securities and Exchange Act of 1934, including statements regarding the Company's expectations, beliefs, hopes, intentions or strategies regarding the future. These forward-looking statements involve risks and uncertainties. Actual results may differ materially from those indicated in such forward-looking statements. We are under no duty to update any forward looking statements after the date of this filing on Form 10-Q to conform these statements with actual results. See "Risk Factors that May Affect Future Results," and the factors and risks discussed in the Company's Annual Report on Form 10-K filed on September 28, 2001 (File No. 000-23043) and other reports filed from time to time with the Securities and Exchange Commission. Overview Pervasive Software is a leading worldwide provider of data management solutions and services which dramatically simplify the development, deployment and management of business applications for Small and Mid-size Enterprises (SME). Our high-performance, flexible database, Pervasive.SQL(TM), is widely installed with more than 4.5 million server seats licensed to date. With Pervasive.SQL, independent software vendors (ISVs) can create sophisticated yet low-maintenance business applications that reach far beyond the desktop to easily share information from workstations to the Web. Our software is designed for integration by ISVs into Web or client/server applications sold to SMEs, which typically have environments with little to no IT infrastructure and require self-tuning, zero administration products. As a result, end-users can concentrate on running their businesses instead of managing the database underlying their applications, which is particularly critical to this large market. We derive our revenues primarily from shrink-wrap licenses through ISVs, VARs and distributors and through OEM license agreements with ISVs. Shrink-wrap license fees are variable and based generally on user count. Our OEM licensing program offers ISVs volume discounts and specialized technical support, training and consulting in exchange for embedding our products in software applications and paying us a royalty based on sales of their applications. Additionally, we generate revenues from version upgrades, user count upgrades, upgrades to new or additional platforms, and from upgrades to client/server or Web environments from single user workstation or workgroup environments. We generally recognize revenues from software licenses when persuasive evidence of an arrangement exists, the software has been delivered, no significant obligations with regard to implementation remain, the fee is fixed or determinable, and collectibility is probable. We generally recognize revenues related to agreements involving nonrefundable fixed minimum license fees when we deliver the product master or first copy if no significant vendor obligations remain. We recognize per copy royalties in excess of a fixed minimum amount as revenues when such amounts are reported to us. We operate with virtually no order backlog because our software products are shipped shortly after orders are received. This makes product revenues in any quarter substantially dependent on orders booked and shipped throughout that quarter. We enter into agreements with certain distributors that provide for certain stock rotation and price protection rights. These rights allow the distributor to return products in a non-cash exchange for other products or for credits against future purchases. We reserve for estimated sales returns, stock rotation and price protection rights, as well as for uncollectable accounts based on experience. Historically, we have derived substantially all of our revenues from our Pervasive.SQL data management products. In addition, we released Pervasive.SQL 2000i in late March 2001 and announced a related price increase effective April 2001. Our future operating results will depend upon continued market acceptance of Pervasive.SQL. Any decrease in demand or market acceptance for our Pervasive.SQL product would have a damaging effect on our business, operating results and financial condition. 9 In July 2000, we reduced our workforce by approximately 100 employees, or approximately 28% of our worldwide workforce. The majority of the reductions occurred in our Toronto office and our Austin headquarters. The workforce reduction was primarily related to the discontinuance of our Tango product line; however, we also reduced a portion of our Pervasive.SQL related workforce, mostly in our Pervasive.SQL development organization. In June 2001, we reduced our workforce by approximately 40 employees, or approximately 20% of our worldwide workforce, to further improve profitability going forward and as a precautionary measure in light of the continued uncertain economic environment. The reduction resulted in a non-recurring charge in the fourth quarter of fiscal year 2001 of $2.5 million, including a charge for the workforce reduction and related charges for idle leased facilities and certain intangible assets. In July 2001, we formed a new business venture with AG-TECH Corporation, a company developing, selling and importing packaged software, to sell and support our products in Japan. AG-TECH has been engaged in the sales and support of Btrieve (predecessor to Pervasive.SQL) and Pervasive.SQL products since 1986. In conjunction with the joint venture, AG-TECH launched a new operating division staffed with specialists experienced in selling and supporting Pervasive.SQL to assume responsibility for OEM sales, packaged software sales, technical support and localization and translation of our products into Japanese. We expect the new business venture to result in improved profitability on sales in Japan as the arrangement allows us to significantly reduce our costs in Japan. In connection with the new business venture, we obtained a less than 20% ownership interest in AG-TECH and the ability to elect one director to the AG-TECH Board of Directors. Critical Accounting Policies and Estimates The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Estimates and assumptions are reviewed periodically. Actual results may differ from these estimates under different assumptions or conditions. We believe the following represent our critical accounting policies: . Revenue Recognition . Sales Returns Reserve Revenue Recognition - We license our software through OEM license agreements with software developers, or ISVs, and through shrink-wrap software licenses, sold through ISVs, value-added resellers, or VARs, systems integrators and distributors. Revenues are generally recognized when persuasive evidence of an agreement exists, delivery of the product has occurred, no significant Company obligations with regard to implementation remain, the fee is fixed or determinable and collectibility is probable. Revenues related to OEM license agreements involving nonrefundable fixed minimum license fees are generally recognized upon delivery of the product master or first copy if no significant vendor obligations remain. Per copy royalties related to OEM license agreements in excess of a fixed minimum amount are recognized as revenue when such amounts are reported to us. We generally provide telephone support to customers and end users in the 30 days immediately following the sale at no additional charge and at a minimal cost per call. We accrue the cost of providing this support. Revenue from training is recognized when the related services are performed. We enter into agreements with certain distributors that provide for certain stock rotation and price protection rights. These rights allow the distributor to return products in a non-cash exchange for other products or for credits against future purchases. Sales Returns Reserve - We reserve for the cost of estimated sales returns, stock rotation and price protection 10 rights as well as uncollectible accounts based on experience. Results of Operations The following table sets forth for the periods indicated the percentage of revenues represented by certain lines in our consolidated statements of operations.

Three months ended Nine months ended March 31, March 31, ------------------ ----------------- 2002 2001 2002 2001 ---- ---- ---- ---- Revenues .................................................. 100% 100% 100% 100% Costs and expenses: Cost of revenues and technical support ................. 18 21 18 23 Sales and marketing .................................... 32 43 32 47 Research and development ............................... 19 23 20 26 General and administrative ............................. 14 13 15 14 --- --- --- --- Total costs and expenses .................................. 83 100 85 110 --- --- --- --- Operating income (loss) ................................... 17 -- 15 (10) Interest and other income, net ......................... 2 3 2 3 Income tax provision ................................... (1) (1) (2) (1) --- --- --- --- Income (loss) before adoption of new accounting principle.. 18 2 15 (8) --- --- --- --- Effect of adoption of new accounting principle ......... -- -- (2) -- --- --- --- --- Net income (loss) ......................................... 18% 2% 13% (8)% === === === ===

Revenues Our revenues were $9.4 million in the three months ended March 31, 2002, a decrease of 12% from the $10.7 million reported for the comparable period in the prior fiscal year. Our revenues for the nine-month period ended March 31, 2002 decreased 12% to $27.6 million as compared to $31.3 million for the comparable period in the prior fiscal year. We attribute these revenue decreases to competitive pressures, a different discount structure in Japan following our new business venture formed in July 2001, and what we believe to be a general softening in the packaged client/server applications market, contributing to decreased orders for our Pervasive.SQL products embedded in these applications. We believe that each of the above factors affecting revenue between the first three quarters of fiscal 2001 and fiscal 2002 could continue to negatively affect license revenues for Pervasive.SQL in the future. Licenses of our software operating on Windows NT or other Microsoft operating systems continue to represent approximately 80% of our revenues. We expect that the percentages of our revenues attributable to licenses of our software operating on particular platforms will continue to change from time to time. We cannot be certain that our revenues attributable to licenses of our software operating on Windows NT, or any other operating system platform, will grow in the future. International revenues, consisting of all revenues from customers located outside of North America, were $5.0 million and $3.9 million in the three months ended March 31, 2001 and 2002, representing 47% and 41% of total revenues, respectively. International revenues were $14.3 million and $10.9 million in the nine months ended March 31, 2001 and 2002, representing 46% and 40% of total revenues, respectively. We attribute the decrease in international revenue during the first nine months of fiscal 2002 as compared to the first nine months of fiscal 2001 to competitive pressures, a different discount structure in Japan following our new business venture formed in July 2001, and what we believe to be a general softening in the packaged client/server applications market, contributing to decreased orders for our Pervasive.SQL products embedded in these applications. We expect that international revenues will continue to account for a significant portion of our revenues in the future as we maintain and modify 11 our international operations. Costs and Expenses Cost of Revenues and Technical Support. Cost of revenues and technical support consists of the cost to manufacture and fulfill orders for our shrink wrap software products, the cost to provide technical support, primarily telephone support, which is typically provided within 30 days of purchase, payment of license fees for third-parties' technologies embedded in our products and the costs to deliver professional services and training services to others. Cost of revenues and technical support was $2.3 million and $1.7 million in the three months ended March 31, 2001 and 2002, representing 21% and 18% of revenues, respectively. Cost of revenues and technical support was $7.3 million and $5.0 million for the nine month period ended March 31, 2001 and 2002, representing 23% and 18% of revenues, respectively. The decrease in cost of revenues and technical support is primarily related to a reduction in costs associated with technical support and training personnel following our reduction in force in June 2001 and the formation of our new business venture in Japan, as well as reduced license fees for third-party technologies embedded in or bundled with our products. Cost of revenues and technical support decreased as a percentage of revenue primarily as a result of the reduction in costs. We anticipate that cost of revenues and technical support in the near term will be consistent with the costs incurred during the three months ended March 31, 2002, primarily as a result of the continued effect of the reduction in costs associated with technical support and training personnel following our reduction in force in June 2001, the formation of our new business venture in Japan and reduced license fees for third-party technologies. Sales and Marketing. Sales and marketing expenses consist of salaries, commissions and bonuses earned by sales and marketing personnel, foreign sales office expenses, marketing programs and promotional expenses, and travel and entertainment. Sales and marketing expenses were $4.5 million and $3.0 million in the three months ended March 31, 2001 and 2002, representing 43% and 32% of revenues, respectively. Sales and marketing expenses were $14.6 million and $9.1 million for the nine months ended March 31, 2001 and 2002, representing 47% and 32% of revenues, respectively. Sales and marketing expenses decreased in dollar amount primarily due to reduced costs associated with sales and marketing personnel and the formation of our new business venture in Japan. Sales and marketing expense decreased as a percentage of revenue primarily as a result of the decrease in expenses. We expect sales and marketing expenses in the near term will be consistent with costs incurred during the three months ended March 31, 2002, primarily as a result of the continued effect of reduced costs associated with sales and marketing personnel following our reduction in force in June 2001 and the formation of our new business venture in Japan. Research and Development. Research and development expenses consist of personnel and related costs. Research and development expenses were $2.5 million and $1.7 million in the three months ended March 31, 2001 and 2002, representing 23% and 19% of revenues, respectively. Research and development expenses were $8.1 million and $5.4 million for the nine months ended March 31, 2001 and 2002, representing 26% and 20% of revenues, respectively. Research and development expenses decreased in dollar amount primarily due to reduced costs associated with research and development personnel following our reduction in force in June 2001 and the formation of our new business venture in Japan. We anticipate that research and development expenses in the near term will be consistent with the costs incurred in the three months ended March 31, 2002, primarily as a result of the continued effect of the reduction in costs associated with research and development personnel following our reduction in force in June 2001 and the formation of our new business venture in Japan. Software development costs that were eligible for capitalization in accordance with Statement of Financial Accounting Standards No. 86 were insignificant during these periods. Accordingly, we charged all software development costs to research and development expenses. General and Administrative. General and administrative expenses consist of the personnel and other costs of our finance, human resources, information systems and administrative departments. General and administrative expenses were $1.4 million and $1.3 million in the three months ended March 31, 2001 and 2002, representing 13% and 14% of revenues, respectively. General and administrative expenses were $4.4 million and $4.1 million for the nine months ended March 31, 2001 and 2002, representing 14% and 15% of revenues, respectively. We attribute 12 the decrease in dollar amount primarily to the reduction in costs associated with general and administrative personnel and the formation of our new business venture in Japan. We believe that our general and administrative expenses in the near term will be consistent with costs incurred in the three months ended March 31, 2002, primarily as a result of the continued effect of the reduction in costs associated with general and administrative personnel and the formation of our new business venture in Japan. Provision for Income Taxes. Provision for income taxes was approximately $0.1 million in the three months ended March 31, 2001 and 2002. Provision for income taxes was approximately $0.4 million and $0.5 million for the nine months ended March 31, 2001 and 2002, respectively. Based on a number of factors, we believe that it is more likely than not, that a substantial amount of our deferred tax assets may not be realized. These factors include: . Recent trends in revenue related to continuing operations; . The potential impact of anticipated deductions due to exercise of employee stock options on deferred tax assets with limited carryforward periods; and . The intensely competitive market in which we operate and which is subject to rapid change. Accordingly, we have recorded a valuation allowance equal to the net deferred tax asset due to uncertainties regarding the realization of deferred tax assets based on the lack of earnings history. We expect to continue to incur foreign taxes associated with our international operations while our domestic income taxes will remain minimal as we utilize substantial net operating losses carried forward from previous years. Effect of Adoption of New Accounting Principle. We adopted Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets, effective July 1, 2001. Statement 142 discontinues the amortization of goodwill and requires future periodic testing of goodwill for impairment. In addition, Statement 142 requires reassessment of the useful lives of previously recognized intangible assets. With the adoption of Statement 142, we ceased amortization of goodwill as of July 1, 2001. The adoption will result in a decrease in operating expense related to goodwill amortization of approximately $104,000 per year. Additionally, we completed a goodwill impairment test as allowed by Statement 142 during the first quarter of fiscal 2002, resulting in an impairment charge of approximately $676,000, which is recorded as a cumulative change in accounting principle. Liquidity and Capital Resources Cash provided by continuing operations was $2.8 million and $7.6 million for the nine months ended March 31, 2001 and 2002, respectively. Cash provided by continuing operations for the nine months ended March 31, 2002 resulted primarily from net income from continuing operations and decreases in trade accounts receivable, offset by a decrease in accounts payable and accrued liabilities. Cash provided by continuing operations during the comparable period in the prior fiscal year resulted primarily from a decrease in prepaid expenses and other current assets offset by a net loss from continuing operations. During the first nine months of fiscal 2001, we received net proceeds of $8.0 million from the sale or maturity of marketable securities. During the first nine months of fiscal 2002 we had a net investment of $6.6 million in marketable securities. In addition, we purchased property and equipment totaling approximately $0.7 million and $0.4 million in the nine months ended March 31, 2001 and 2002, respectively. This property consisted primarily of computer hardware and software. We have a stock repurchase plan in place whereby we may repurchase shares of our common stock up to a total of $5.0 million through July 21, 2002. Depending on market conditions and other factors, such purchases may be commenced or suspended at any time without prior notice. As of March 31, 2002, we had repurchased approximately 686,000 shares of common stock at an aggregate cost of approximately $1.5 million. 13 We are exploring new opportunities to build, license or acquire products and services for introduction to and through our expansive worldwide channel. Any such transactions could cause us to issue dilutive equity securities, reduce our cash and marketable securities, or incur debt or contingent liabilities. On March 31, 2002, we had $27.6 million in working capital, including $31.7 million in cash, cash equivalents and marketable securities. Recently Issued Accounting Standards In August 2001, the FASB issued Statement No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. Statement 144 supercedes Statement No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of, and the accounting and reporting provisions relating to the disposal of a segment of a business as required by Accounting Principles Board No. 30. The provisions of Statement 144 will be effective for the fiscal year beginning July 1, 2002. We do not expect that the adoption of Statement 144 will have a significant impact on our financial statements. 14 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The majority of our operations are based in the U.S. and, accordingly, the majority of our transactions are denominated in U.S. Dollars. However, we do have foreign-based operations where transactions are denominated in foreign currencies and are subject to market risk with respect to fluctuations in the relative value of currencies. Currently, we have operations in Japan, Germany, France, England, and Belgium and conduct transactions in the local currency of each location. We monitor our foreign currency exposure and, from time to time will attempt to reduce our exposure through hedging. The impact of fluctuations in the relative value of other currencies was not material for the three or nine months ended March 31, 2002. Quantitative and qualitative information about market risk was addressed in Item 7A of our Form 10-K for the fiscal year ended June 30, 2001. 15 RISK FACTORS THAT MAY AFFECT FUTURE RESULTS You should carefully consider the risks described below before making an investment decision. The risks and uncertainties described below are not the only ones we face. Any of the following risks could harm our business, financial condition or results of operations. In such case, the trading price of our common stock could decline, and you may lose all or part of your investment. Our Financial Results May Vary Significantly from Quarter to Quarter Our operating results have varied significantly from quarter to quarter at times in the past and may continue to vary significantly from quarter to quarter in the future due to a variety of factors. Many of these factors are outside of our control. These factors include: . Fluctuations in demand for our products or upgrades to our products; . Fluctuations in the demand for and deployment of client/server applications in which our Pervasive.SQL products are designed to be embedded; . Fluctuations in demand for our products due to the potential deteriorating economic conditions on our customer base; . Seasonality of purchases and the timing of product sales and shipments; . Unexpected delays in introducing new or improvements to existing products and services; . New product releases, licensing models or pricing policies by our competitors; . Acquisitions or mergers involving us, our competitors or customers; . Impact of changes to our product distribution strategy and pricing policies; . Lack of order backlog; . Loss of a significant customer or distributor; . Changes in purchasing and/or payment practices by our distributors; . A reduction in the number of independent software vendors, or ISVs, who embed our products or value-added resellers, or VARs, who sell and deploy our products; . Changes in the mix of domestic and international sales; . Impact of changes to our geographic investment levels and business models; . Losses associated with discontinued operations; . Changes in our business plan or strategy; and . Changes in generally accepted accounting principles. Our revenues in fiscal year 2001 decreased from the previous fiscal year due to a combination of factors, including: lower sales pipelines, our past focus of resources and management attention on our discontinued Tango product line, competitive forces and what we believe to be a general softening in the packaged client/server 16 applications market contributing to decreased orders for our Pervasive.SQL products embedded in these applications. We believe certain of these factors could continue to negatively affect sales of our Pervasive.SQL product in the future. Significant portions of our expenses are not variable in the short term and cannot be quickly reduced to respond to decreases in revenues. Therefore, if our revenues are below our expectations, our operating results are likely to be adversely and disproportionately affected. In addition, we may change our prices, modify our distribution strategy and policies, accelerate our investment in research and development, sales or marketing efforts in response to competitive pressures or pursue new market opportunities. Any one of these activities may further limit our ability to adjust spending in response to revenue fluctuations. In July 2000, we announced a restructuring to focus on our core database business. As part of the restructuring, we recorded in the fourth fiscal quarter of fiscal 2000, a charge of $17 million or $1.08 per share for discontinued operations related to our Tango product line. We continued to support our Tango customers until we completed the sale of the Tango technology in June 2001. The sale, along with an ongoing assessment of future liabilities of the discontinued Tango operations, resulted in a gain from discontinued operations of $1.7 million for the quarter ended June 30, 2001. Our operating results have fluctuated in the past due to charges relating to the discontinued Tango operations and may continue to fluctuate in future quarters depending upon the timing and nature of final disposition of remaining liabilities of the discontinued Tango product line. In June 2001, we reduced our workforce by approximately 40 employees, or 20% of our worldwide workforce, to further improve profitability going forward and as a precautionary measure in light of the continued uncertain economic environment. The reduction resulted in a non-recurring charge in the fourth quarter of fiscal year 2001 of $2.5 million, including a charge for the workforce reduction and related charges for idle leased facilities and certain intangible assets. Our operating results have fluctuated in the past due to these charges. In July 2001, we formed a new business venture with AG-TECH Corporation, a company developing, selling and importing packaged software, to sell and support our products in Japan. AG-TECH has been engaged in the sales and support of Btrieve (predecessor to Pervasive.SQL) and Pervasive.SQL products since 1986. In conjunction with the joint venture, AG-TECH launched a new operating division staffed with specialists experienced in selling and supporting Pervasive.SQL to assume responsibility for OEM sales, packaged software sales, technical support and localization and translation of our products into Japanese. In connection with the new business venture, we obtained a less than 20% ownership interest in AG-TECH and the ability to elect one director to the AG-TECH Board of Directors. We cannot be certain that this venture will be successful which could result in our inability to successfully operate in Japan. Even if we successfully implement this new venture, we may be unable to maintain or increase Japanese market demand for our products. In addition, we may experience fluctuations in our operating results based on our past and future acquisitions of businesses and product lines. For example, we incurred losses in the quarters ended December 31, 1998 and 1999; March 31, 2000 and June 30, 2000; primarily due to losses incurred by the now discontinued Tango product line. We derive a portion of our revenues from relatively large orders. The sales cycles for these transactions tend to be longer than the sales cycles on smaller orders. This longer sales cycle for large orders makes it difficult to predict the quarter in which these sales will occur. Accordingly, our operating results may fluctuate from quarter to quarter based on the existence and timing of larger orders. A reduction in large orders during any quarter could materially impact our revenues. Our revenue growth and profitability depend on the overall demand for our products and services, which in turn depends on general economic and business conditions. The nature and extent of the effect of the current economic climate on our ability to sell our products and services is uncertain. A softening of demand for our products and services caused by weakening of the economy may result in decreased revenues or lower growth rates. There can be no assurance that we will be able to effectively promote revenue growth rates in all economic conditions. 17 Seasonality May Contribute to Fluctuations in Our Quarterly Operating Results Our business has, on occasion, experienced seasonal customer buying patterns. In recent years, we have generally experienced relatively weaker demand in the quarters ending March 31 and September 30. We believe that this pattern may continue. In addition, we anticipate that demand for our products in Europe and Japan will decline in the summer months because of reduced corporate buying patterns during the vacation season. We Currently Operate Without a Backlog We generally operate with virtually no order backlog because our software products are shipped and revenue is recognized shortly after orders are received. This lack of backlog makes product revenues in any quarter substantially dependent on orders booked and shipped throughout that quarter. As a result, if orders in the first month or two of a quarter fall short of expectations, it is likely we will not meet our revenue targets for that quarter. As a result, our quarterly operating results would be materially and adversely affected. Our Performance Depends on Market Acceptance of Pervasive.SQL We derive substantially all of our revenues from the license of our Pervasive.SQL products. In particular, we are becoming increasingly dependent on market acceptance of our Pervasive.SQL 2000 product introduced in June 1999 and related upgrades, as revenues from our older database products, Btrieve and Pervasive.SQL 7, have declined and are expected to continue to decline in subsequent quarters. Market acceptance of Pervasive.SQL 2000 may be influenced heavily by factors outside of our control such as new product offerings or promotions by competitors, mergers and acquisitions of customers and competitors, the product development and deployment cycles of developers and resellers who embed or bundle our products into packaged software applications and what we believe is a softening in the market for client/server applications of the type built on Pervasive.SQL 2000. Market acceptance of Pervasive.SQL 2000 and future upgrades also may be influenced by factors in our control such as product quality, relative demand for feature and functionality upgrades and any future price increases. Our Efforts to Develop and Maintain Brand Awareness of Our Products May Not be Successful Brand awareness is important given competition in the market for data management products. We are aware of other companies that use the word "Pervasive" either in their marks alone or in combination with other words. We expect that it may be difficult or impossible to prevent third-party usage of the Pervasive name and variations of this name for competing goods and services. Competitors or others who use marks similar to our brand name may cause confusion among actual and potential customers, which could prevent us from achieving significant brand recognition. If we fail to promote and maintain our brand or incur significant related expenses, our business, operating results and financial condition could be materially adversely affected. We May Face Problems in Connection With Future Acquisitions or Joint Ventures In the future, we may acquire additional businesses, products and technologies, or enter into joint venture arrangements, that could complement, modify or expand our business. Our negotiations of potential acquisitions or joint ventures and our integration of acquired businesses, products or technologies could divert management time and resources. Any future acquisitions could require us to issue dilutive equity securities, reduce our cash and marketable securities, incur debt or contingent liabilities, amortize goodwill and other intangibles, or write-off purchased research and development and other acquisition-related expenses. If we are unable to fully integrate acquired businesses, products or technologies with our existing operations, we may not receive the intended benefits of acquisitions. In addition, market reactions to acquisitions are difficult to predict and if we do announce any future acquisitions, such market reactions may cause our stock price to fluctuate. 18 A Small Number of Distributors and Sales Related to Accounting Software Applications Account For a Significant Percentage of Our Revenues The loss of a major distributor, changes in a distributor's payment practices, changes in the financial stability of a major distributor or any reduction in orders by such distributor, including reductions due to market or competitive conditions combined with the potential inability to replace the distributor on a timely basis, or any modifications to our pricing or distribution channel strategy could materially adversely affect our business, operating results and financial condition. Many of our independent software vendors, value-added resellers and end users place their orders through distributors. A relatively small number of distributors have accounted for a significant percentage of our revenues. In the nine months ended March 31, 2002, two distributors combined accounted for an aggregate of approximately 17% of our revenues, as compared to the nine months ended March 31, 2001, where three distributors accounted for an aggregate of approximately 16% of our revenues. Additionally, we estimate that approximately 20% of our revenues in the nine months ended March 31, 2002 were from sales related to accounting software applications. We expect we will continue to depend on a limited number of distributors and sales related to accounting software applications for a significant portion of our revenues in future periods. Moreover, we expect that such distributors and sales related to accounting software applications will vary from period to period. Our distributors have not agreed to any minimum order requirements. Although we forecast demand and plan accordingly, if a distributor purchases excess product, we may be obligated to accept the return of some products. We Depend on Our Indirect Sales Channel Our failure to continue to grow our indirect sales channel or the loss of a significant number of members of our indirect channel partners would have a material adverse effect on our business, financial condition and operating results. We do not have a substantial direct sales force, and we derive substantially all of our revenues from indirect sales through a channel consisting of independent software vendors, value-added resellers, system integrators, consultants and distributors. Our sales channel could be adversely affected by a number of factors including: . The emergence of a new platform resulting in the failure of independent software vendors to develop and the failure of value-added resellers to sell our products based on our supported platforms; . Pressures placed on the sales channel to sell competing products; . Our failure to adequately support the sales channel; . Competing product lines offered by certain of our indirect channel partners; and . Business model or licensing model changes of our channel partners or their competitors. We cannot be certain we will be able to continue to attract additional indirect channel partners or retain our current partners. In addition, we cannot be certain our competitors will not attempt to recruit certain of our current or future partners. For example, in December 2000, Microsoft (a competitor) acquired Great Plains Software (an ISV that embeds our product into certain of its products and also a channel partner). This will likely have, and any similar transactions may have, an adverse effect on our ability to attract and retain partners. We May Not Be Able to Develop Strategic Relationships Our current collaborative relationships may not prove to be beneficial to us, and they may not be sustained. We may not be able to enter into successful new strategic relationships in the future, which could have a material adverse effect on our business, operating results and financial condition. From time to time, we have collaborated with other companies in areas such as product development, marketing, distribution and implementation. However, many of our current and potential strategic partners are either actual or potential competitors with us. In addition, many of our current relationships are informal or, if written, terminable with little or no notice. 19 We Depend on Third-Party Technology in Our Products We rely upon certain software that we license from third parties, including software integrated with our internally developed software and used in our products to perform key functions. These third-party software licenses may not continue to be available to us on commercially reasonable terms. The loss of, or inability to maintain or obtain any of these software licenses, could result in shipment delays or reductions until we develop, identify, license and integrate equivalent software. Any delay in product development or shipment could damage our business, operating results and financial condition. We May be Unable to Protect Our Intellectual Property and Proprietary Rights Our success depends to a significant degree upon our ability to protect our software and other proprietary technology. We rely primarily on a combination of copyright, trademark and trade secret laws, confidentiality procedures and contractual provisions to protect our proprietary rights. However, these measures afford us only limited protection. In addition, we rely in part on "shrink wrap" and "click wrap" licenses that are not signed by the end user and, therefore, may be unenforceable under the laws of certain jurisdictions. We cannot be certain that others will not develop technologies that are similar or superior to our technology or design around the copyrights and trade secrets owned by us. Unauthorized parties may attempt to copy aspects of our products or to obtain and use information we regard as proprietary. Although we believe software piracy may be a problem, we are unable to determine the extent to which piracy of our software products occurs. In addition, portions of our source code are developed in foreign countries with laws that do not protect our proprietary rights to the same extent as the laws of the United States. Although we are not aware that any of our products infringe upon the proprietary rights of third parties, we may be subjected to claims of intellectual property infringement by third parties as the number of products and competitors in our industry segment continues to grow and the functionality of products in different industry segments increasingly overlaps. Any infringement claims, with or without merit, could be time-consuming, result in costly litigation, divert management attention and resources, cause product shipment delays or the loss or deferral of sales or require us to enter into royalty or licensing agreements. Such royalty or licensing agreements, if required, may not be available on terms acceptable to us, if at all. In the event of a successful claim of product infringement against us, should we fail or be unable to either license the infringed or similar technology or develop alternative technology on a timely basis, our business, operating results and financial condition could be materially adversely affected. We Must Adapt to Rapid Technological Change Our future success will depend upon our ability to continue to enhance our current products and to develop and introduce new products on a timely basis that keep pace with technological developments and new industry standards and satisfy increasingly sophisticated customer requirements. Rapid technological change, frequent new product introductions and enhancements, uncertain product life cycles, changes in customer demands and evolving industry standards characterize the market for our products. The introduction of products embodying new technologies and the emergence of new industry standards can render existing products obsolete and unmarketable. As a result of the complexities inherent in client/server and Web computing environments and the performance demanded by customers for data management products, new products and product enhancements can require long development and testing periods. As a result, significant delays in the general availability of such new releases or significant problems in the installation or implementation of such new releases could have a material adverse effect on our business, operating results and financial condition. We have experienced delays in the past in the release of new products and new product enhancements. We may not be successful in: . Developing and marketing, on a timely and cost-effective basis, new products or new product enhancements that respond to technological change, evolving industry standards or customer requirements; 20 . Avoiding difficulties that could delay or prevent the successful development, introduction or marketing of these products; or . Achieving market acceptance for our new products and product enhancements. Our Software May Contain Errors or Defects Errors or defects in our products may result in loss of revenues or delay in market acceptance, and could materially adversely affect our business, operating results and financial condition. Software products such as ours may contain errors, sometimes called "bugs," particularly when first introduced or when new versions or enhancements are released. From time to time, we discover software errors in certain of our new products after their introduction. Despite our testing, current versions, new versions or enhancements of our products may still have errors after commencement of commercial shipments. Product errors can put us at a competitive disadvantage and can be costly and time-consuming to correct. We May Become Subject to Product or Professional Services Liability Claims A product or professional services liability claim, whether or not successful, could damage our reputation and our business, operating results and financial condition. Our license and service agreements with our customers typically contain provisions designed to limit our exposure to potential product or service liability claims. However, these contract provisions may not preclude all potential claims. Product or professional services liability claims could require us to spend significant time and money in litigation or to pay significant damages. We Compete with Microsoft while Simultaneously Supporting Microsoft Technologies We currently compete with Microsoft in the market for data management products while simultaneously maintaining a working relationship with Microsoft. Microsoft has a longer operating history, a larger installed base of customers and substantially greater financial, distribution, marketing and technical resources than Pervasive. As a result, we may not be able to compete effectively with Microsoft now or in the future, and our business, operating results and financial condition may be materially adversely affected. We expect that Microsoft's commitment to and presence in the data management products market will substantially increase competitive pressures. We believe that Microsoft will continue to incorporate SQL Server database technology into its operating system software and certain of its server software offerings, possibly at no additional cost to its users. We believe that Microsoft will also continue to enhance its SQL Server database technology. Further, in December 2000, Microsoft acquired Great Plains Software, a channel partner for Pervasive. This, and any similar transactions may have an adverse effect on our ability to compete effectively. We believe we must maintain a working relationship with Microsoft to achieve success. Many of our customers use Microsoft-based operating platforms. Thus it is critical to our success that our products be closely integrated with Microsoft technologies. Notwithstanding our historical and current support of Microsoft platforms, Microsoft may in the future promote technologies and standards more directly competitive with or not compatible with our technology. We Face Significant Competition From Other Companies We encounter competition for our database products primarily from large, public companies, including Microsoft, Oracle, Sybase, IBM and Progress. In particular, Sybase's small memory footprint database software product, Adaptive Server Anywhere, and Microsoft's product, SQL Server, directly compete with our products. In addition, because there are relatively low barriers to entry in the software market, we may encounter additional competition from other established or emerging companies providing database products based on existing, new or 21 open-source technologies. Application service providers ("ASP") may enter our market and could cause a change in revenue models from licensing of client/server and Web-based applications to renting applications. Our competitors may be more successful than we are in adopting these revenue models and capturing related market share. Most of our competitors have longer operating histories, significantly greater financial, technical, marketing and other resources, significantly greater name recognition and a larger installed base of customers. In addition, some competitors have demonstrated a willingness to, or may willingly in the future, incur substantial losses as a result of deeply discounted product offerings or aggressive marketing campaigns. As a result, our competitors may be able to respond more quickly to new or emerging technologies and changes in customer requirements, or to devote greater resources to the development, promotion and sale of competitive products, than we can. There is also a substantial risk that changes in licensing models or announcements of competing products by competitors such as Microsoft, Oracle, Sybase, IBM, Progress or others could result in the cancellation of customer orders in anticipation of the introduction of such new licensing models or products. In addition, current and potential competitors have established or may establish cooperative relationships among themselves or with third parties to increase the ability of their products to address customer needs and which may limit our ability to sell our products through particular distribution partners. Accordingly, new competitors or alliances among, or consolidations of, current and new competitors may emerge and rapidly gain significant market share in our current or anticipated markets. We also expect that competition will increase as a result of software industry consolidation. Increased competition is likely to result in price reductions, fewer customer orders, reduced margins and loss of market share, any of which could materially adversely affect our business. We cannot be certain we will be able to compete successfully against current and future competitors or that the competitive pressures we face will not materially adversely affect our business, operating results and financial condition. We Are Susceptible to a Shift in the Market for Client/Server Applications Toward Web-Based Applications We have derived substantially all of our historical revenues from the use of our products in client/server applications. We expect to rely on continued market demand for client/server applications indefinitely. Although the market for client/server applications has grown in recent years, we believe that the rate of growth has slowed in recent quarters, that this trend will continue or accelerate in future quarters, and that other application platforms are emerging. In particular, we believe market demand may be shifting from client/server applications to Web-based applications. If so, this shift would be occurring before our product line has achieved market acceptance for use in Web-based applications. In addition, we cannot be certain that our existing client/server developers will migrate to Web-based applications and continue to use our products or that other developers of Web-based applications would select our data management products. Further, this shift may result in a change in revenue models from licensing of client/server and Web-based applications to renting of applications from application service providers. A decrease in client/server application sales coupled with an inability to derive revenues from the Web-based application market could have a material adverse effect on our business, operating results and financial condition. We Depend on International Sales and Operations We anticipate that for the foreseeable future we will derive a significant portion of our revenues from sources outside North America. In the quarter ended March 31, 2002, we derived 41% of our revenues outside North America. Our international operations are generally subject to a number of risks. These risks include: . Foreign laws and business practices favoring local competition; . Dependence on local channel partners; . Compliance with multiple, conflicting and changing government laws and regulations; . Longer sales cycles; 22 . Greater difficulty or delay in collecting payments from customers; . Difficulties in staffing and managing foreign operations; . Foreign currency exchange rate fluctuations and the associated effects on product demand and timing of payment; . Increased tax rates in certain foreign countries; . Difficulties with financial reporting in foreign countries; . Quality control of certain development, translation or localization activities; and . Political and economic instability. We may expand or modify our sales and support operations internationally. Despite our efforts, we may not be able to expand or modify our sales and support operations internationally in a timely and cost-effective manner. Such an outcome would limit or eliminate any sales growth internationally, which in turn would materially adversely affect our business, operating results and financial condition. Even if we successfully expand or modify our international operations, we may be unable to maintain or increase international market demand for our products. We expect our international operations will continue to place financial and administrative demands on us, including operational complexity associated with international facilities, administrative burdens associated with managing relationships with foreign partners, and treasury functions to manage foreign currency risks and collections. Fluctuations in the Relative Value of Foreign Currencies Can Affect Our Business To date, the majority of our transactions have been denominated in U.S. dollars. The majority of our international operating expenses and substantially all of our sales in Japan have been denominated in currencies other than the U.S. dollar. Therefore, our operating results may be adversely affected by changes in the value of the U.S. dollar. Certain of our international sales are denominated in U.S. dollars, especially in Europe. Any strengthening of the U.S. dollar against the currencies of countries where we sell products denominated in U.S. dollars will increase the relative cost of our products and could negatively impact our sales in those countries. To the extent our international operations expand or are modified, our exposure to exchange rate fluctuations may increase. We have, on occasion, entered into limited hedging transactions to mitigate our exposure to currency fluctuations. Despite these hedging transactions, exchange rate fluctuations have caused, and will continue to cause, currency transaction gains and losses. Although these transactions have not resulted in material gains and losses to date, similar transactions could have a damaging effect on our business, results of operations or financial condition in future periods. We Must Continue to Hire and Retain Skilled Personnel Our success depends in large part on our ability to attract, motivate and retain highly skilled employees on a timely basis, particularly executive management, sales and marketing personnel, software engineers and other senior personnel. Our efforts to attract and retain highly skilled employees could be harmed by our past or any future workforce reductions. Our failure to attract and retain the highly trained technical personnel who are essential to our product development, marketing, service and support teams may limit the rate at which we can generate revenue and develop new products or product enhancements. This could have a material adverse effect on our business, operating results and financial condition. 23 We Have Anti-Takeover Provisions Our Restated Certificate of Incorporation and Bylaws contain certain provisions that may have the effect of discouraging, delaying or preventing a change in control or unsolicited acquisition proposals that a stockholder might consider favorable. It includes provisions to authorize the issuance of "blank check" preferred stock; establish advance notice requirements for stockholder nominations for elections to the Board of Directors or for proposing matters that can be acted upon at stockholders' meetings; eliminate the ability of stockholders to act by written consent; require super-majority voting to approve certain amendments to the Restated Certificate of Incorporation; limit the persons who may call special meetings of stockholders; and provide for a Board of Directors with staggered, three-year terms. In addition, certain provisions of Delaware law and 1997 Stock Incentive Plan (the "1997 Plan") may also have the effect of discouraging, delaying or preventing a change in control or unsolicited acquisition proposals. Further, in October 2000, our Board of Directors approved the adoption of a shareholder rights plan whereby one preferred share purchase right was distributed for each outstanding share of our common stock. The rights are designed to assure that all of our stockholders receive fair and equal treatment in the event of any proposed takeover and to guard against partial tender offers, open market accumulations and other tactics designed to gain control without paying all stockholders a fair price. The rights were not being distributed in response to any specific effort to acquire us. The rights become exercisable if a person or group hereafter acquires 15% or more of our common stock or announces a tender offer for 15% or more of our common stock. Such events, or if we are acquired in a merger or other business combination transaction after a person acquires 15% or more of our common stock, would entitle the right holder to purchase, at an exercise price of $18.00, a number of shares of common stock having a market value at that time of twice the right's exercise price. Rights held by the acquiring person would become void. The Board of Directors can choose to redeem the rights at one cent per right at any time before an acquiring person hereafter acquires 15% or more of the outstanding common stock. The Rights Plan may have the effect of discouraging, delaying or preventing a change in control or unsolicited acquisition proposals. The Price of Our Stock Has Been Volatile and Could Continue to Fluctuate Substantially Our common stock is traded in the Nasdaq National Market. The market price of our common stock has been volatile and could fluctuate substantially based on a variety of factors outside of our control, in addition to our financial performance. Furthermore, stock prices for many companies, including our own, fluctuate widely for reasons that may be unrelated to operating results. 24 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS Some of the statements in this Report on Form 10-Q under "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Risk Factors," and elsewhere in this Report constitute forward-looking statements within the meaning of Section 21E of the Securities and Exchange Act of 1934. Forward-looking statements include statements regarding the Company's expectations, beliefs, hopes, intentions or strategies regarding the future. These statements involve known and unknown risks, uncertainties, and other factors that may cause our or our industry's actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by such forward-looking statements. Such factors include, among other things, those listed under "Risk Factors" and elsewhere in this Report on Form 10-Q. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," or "continue" or the negative of such terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of such statements. We are under no duty to update any of the forward-looking statements after the date of this Report to conform such statements to actual results. 25 PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits under Item 601 of Regulation S-K 3.1* Restated Certificate of Incorporation 3.2* Bylaws of the Company 4.1* Reference is made to Exhibits 3.1, 3.2 and 4.3 4.2* Specimen Common Stock certificate 4.3* Investors' Rights Agreement dated April 19, 1995, between the Company and the investors named therein 4.4*** Rights Agreement dated October 20, 2000 between the Company and Computershare Trust Company, Inc. as Rights Agent 10.1* Form of Indemnification Agreement 10.2* 1997 Stock Incentive Plan 10.3* Employee Stock Purchase Plan 10.4* First Amended and Restated 1994 Incentive Plan 10.10** Lease agreement dated April 2, 1998 between the Company and CarrAmerica Realty, L.P. T/A Riata Corporate Park *Incorporated by reference to the Company's Registration Statement on Form S-1 (File No. 333-32199). ** Incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1998 (File No. 000-23043). *** Incorporated by reference to the Company's Registration Statement on Form 8-A filed on October 24, 2000 (File No. 000-23043). (b) Reports on Form 8-K No reports on Form 8-K were filed during the quarter ended March 31, 2002. 26 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. Date: May 15, 2002 PERVASIVE SOFTWARE INC. (Registrant) By: /s/ John E. Farr ---------------------------------------- John E. Farr Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer) 27 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION 3.1* Restated Certificate of Incorporation 3.2* Bylaws of the Company 4.1* Reference is made to Exhibits 3.1, 3.2 and 4.3 4.2* Specimen Common Stock certificate 4.3* Investors' Rights Agreement dated April 19, 1995, between the Company and the investors named therein 4.4*** Rights Agreement dated October 24, 2000, between the Company and Computershare Trust Company, Inc., as Rights Agent 10.1* Form of Indemnification Agreement 10.2* 1997 Stock Incentive Plan 10.3* Employee Stock Purchase Plan 10.4* First Amended and Restated 1994 Incentive Plan 10.10** Lease agreement dated April 2, 1998 between the Company and CarrAmerica Realty, L.P. T/A Riata Corporate Park *Incorporated by reference to the Company's Registration Statement on Form S-1 (File No. 333-32199). ** Incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1998 (File No. 000-23043). *** Incorporated by reference to the Company's Registration Statement on Form 8-A filed on October 24, 2000 (File No. 000-23043). 28