UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q - ------------------------------------------------------------------------------- Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarter Ended September 30, 2000. Commission File No. 0-13442 - ------------------------------------------------------------------------------- MENTOR GRAPHICS CORPORATION (Exact name of registrant as specified in its charter) Oregon 93-0786033 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 8005 S.W. Boeckman Road, Wilsonville, Oregon 97070-7777 (Address including zip code of principal executive offices) Registrant's telephone number, including area code: (503) 685-7000 - ------------------------------------------------------------------------------- NO CHANGE Former name, and former fiscal year, if changed since last report Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Number of shares of common stock, no par value, outstanding as of November 1, 2000: 64,570,388 MENTOR GRAPHICS CORPORATION Index to Form 10-Q PART I FINANCIAL INFORMATION PAGE NUMBER Item 1. Financial Statements Consolidated Statements of Operations for the three 3 months ended September 30, 2000 and 1999 Consolidated Statements of Operations for the nine 4 months ended September 30, 2000 and 1999 Consolidated Balance Sheets as of September 30, 2000 5 and December 31, 1999 Consolidated Statements of Cash Flows for the 6 nine months ended September 30, 2000 and 1999 Notes to Consolidated Financial Statements 7-9 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition 10-16 Item 3. Quantitative and Qualitative Disclosures About Market Risk 16-18 PART II OTHER INFORMATION Item 1. Legal Proceedings 18-19 Item 6. Exhibits and Reports on Form 8-K 20 SIGNATURES 20 2 PART I. FINANCIAL INFORMATION Item 1. Financial Statements Mentor Graphics Corporation Consolidated Statements of Operations (Unaudited) THREE MONTHS ENDED SEPTEMBER 30, 2000 1999 - ----------------------------------------------------------------------------------------------------------------- IN THOUSANDS, EXCEPT PER SHARE DATA REVENUES: System and software $ 79,555 $ 59,211 Service and support 62,383 54,870 ----------------- ----------------- Total revenues 141,938 114,081 ----------------- ----------------- COST OF REVENUES: System and software 7,057 6,517 Service and support 21,643 21,406 ----------------- ----------------- Total cost of revenues 28,700 27,923 ----------------- ----------------- Gross margin 113,238 86,158 ----------------- ----------------- OPERATING EXPENSES: Research and development 32,119 29,828 Marketing and selling 49,546 37,486 General and administration 12,705 10,711 ----------------- ----------------- Total operating expenses 94,370 78,025 ----------------- ----------------- OPERATING INCOME 18,868 8,133 Other income (expense), net 159 (612) ----------------- ------------------ Income before income taxes 19,027 7,521 Income tax expense 4,186 1,655 ----------------- ----------------- Net income $ 14,841 $ 5,866 ================= ================= Net income per share: Basic $ .23 $ .09 ================ ================ Diluted $ .22 $ .09 ================ ================ Weighted average number of shares outstanding: Basic 64,202 65,841 ================ ================ Diluted 67,651 66,309 ================ ================ - ---------------------------------------------------------------------------------------------------------------- 3 Mentor Graphics Corporation Consolidated Statements of Operations (Unaudited) NINE MONTHS ENDED SEPTEMBER 30, 2000 1999 - ----------------------------------------------------------------------------------------------------------------- IN THOUSANDS, EXCEPT PER SHARE DATA REVENUES: System and software $ 230,209 $ 198,621 Service and support 177,915 157,540 ----------------- ----------------- Total revenues 408,124 356,161 ----------------- ----------------- COST OF REVENUES: System and software 19,904 20,931 Service and support 64,966 65,748 ----------------- ----------------- Total cost of revenues 84,870 86,679 ----------------- ----------------- Gross margin 323,254 269,482 ----------------- ----------------- OPERATING EXPENSES: Research and development 93,287 86,384 Marketing and selling 143,280 121,266 General and administration 37,817 34,497 Special charges 6,521 21,831 ----------------- ----------------- Total operating expenses 280,905 263,978 ----------------- ----------------- OPERATING INCOME 42,349 5,504 Other expense, net (2,253) (9,120) ------------------ ----------------- Income (loss) before income taxes 40,096 (3,616) Income tax expense (benefit) 8,821 (795) ----------------- ----------------- Net income (loss) $ 31,275 $ (2,821) ================= ================= Net income (loss) per share: Basic $ .49 $ (.04) ================ ================= Diluted $ .47 $ (.04) ================ ================= Weighted average number of shares outstanding: Basic 63,998 66,042 ================= ================= Diluted 67,104 66,042 ================= ================= - ----------------------------------------------------------------------------------------------------------------- 4 Mentor Graphics Corporation Consolidated Balance Sheets AS OF AS OF SEPTEMBER 30, 2000 DECEMBER 31, 1999 - ----------------------------------------------------------------------------------------------------------------- IN THOUSANDS (Unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 115,151 $ 95,637 Short-term investments 34,379 37,550 Trade accounts receivable, net 131,118 125,417 Prepaid expenses and other 24,491 21,361 Deferred income taxes 10,846 10,954 ----------------- ----------------- Total current assets 315,985 290,919 PROPERTY, PLANT AND EQUIPMENT, NET 80,519 83,970 TERM RECEIVABLES, LONG-TERM 25,047 31,695 OTHER ASSETS, NET 45,403 42,755 ----------------- ----------------- Total assets $ 466,954 $ 449,339 ================= ================= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 7,549 $ 9,979 Income taxes payable 27,589 22,599 Accrued payroll and related liabilities 43,609 41,628 Accrued liabilities 28,043 37,085 Deferred revenue 60,205 46,425 ----------------- ----------------- Total current liabilities 166,995 157,716 OTHER LONG-TERM DEFERRALS 1,221 1,221 MINORITY INTEREST 2,341 1,622 STOCKHOLDERS' EQUITY: Common stock 270,066 289,478 Retained earnings (accumulated deficit) 10,913 (20,362) Accumulated other comprehensive income - foreign currency translation adjustment 15,418 19,664 ----------------- ----------------- Total stockholders' equity 296,397 288,780 ----------------- ----------------- Total liabilities and stockholders' equity $ 466,954 $ 449,339 ================= ================= - ----------------------------------------------------------------------------------------------------------------- 5 Mentor Graphics Corporation Consolidated Statements of Cash Flows (Unaudited) NINE MONTHS ENDED SEPTEMBER 30, 2000 1999 - ----------------------------------------------------------------------------------------------------------------- IN THOUSANDS OPERATING CASH FLOWS: Net income (loss) $ 31,275 $ (2,821) Adjustments to reconcile net income (loss) to net cash used by operating activities: Depreciation and amortization of property, plant and equipment 14,429 16,844 Deferred taxes 232 (415) Amortization of other assets 4,236 2,817 Write-down of assets 4,504 18,134 Business disposals - 4,497 Gain on sale of property, plant, and equipment, net (3,118) - Gain on sale of investments - (3,669) Changes in operating assets and liabilities, net of assets acquired: Trade accounts receivable (8,019) 5,502 Prepaid expenses and other (5,445) 2,726 Term receivables, long-term 6,068 6,454 Accounts payable (2,493) (2,226) Accrued liabilities (7,565) (26,920) Other liabilities and deferrals 19,872 6,582 ----------------- ----------------- Net cash provided by operating activities 53,976 27,505 ----------------- ----------------- INVESTING CASH FLOWS: Net maturities of short-term investments 3,170 17,073 Purchases of property, plant and equipment, net (12,881) (11,709) Purchases of businesses and equity interests (8,458) (7,572) Proceeds from sale of property, plant, and equipment 4,725 3,009 Proceeds from sale of investments - 8,191 ----------------- ----------------- Net cash provided (used) by investing activities (13,444) 8,992 ------------------ ----------------- FINANCING CASH FLOWS: Proceeds from issuance of common stock 22,122 9,891 Repayment of short-term borrowings - (24,000) Repurchase of common stock (41,534) (32,548) ------------------ ------------------ Net cash used by financing activities (19,412) (46,657) ------------------ ------------------ Effect of exchange rate changes on cash and cash equivalents (1,606) 305 ------------------ ----------------- Net change in cash and cash equivalents 19,514 (9,855) Cash and cash equivalents at beginning of period 95,637 118,512 ----------------- ----------------- Cash and cash equivalents at end of period $ 115,151 $ 108,657 ================= ================= - ----------------------------------------------------------------------------------------------------------------- SEE ACCOMPANYING NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS. 6 MENTOR GRAPHICS CORPORATION Notes to Consolidated Financial Statements (In thousands) (Unaudited) (1) GENERAL - The accompanying financial statements have been prepared in conformity with generally accepted accounting principles. However, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the statements include all adjustments necessary for a fair presentation of the results of the interim periods presented. Certain reclassifications have been made in the accompanying financial statements for 1999 to conform with the 2000 presentation. (2) SPECIAL CHARGES - During the first nine months of 2000 the Company recorded special charges of $6,521. The charges consisted of costs attributable to two acquisitions accounted for as purchases and impairment in value of certain goodwill and purchased technology. In addition, the Company incurred certain costs for employee terminations, including terminations resulting from the acquisition of Escalade Corp. (Escalade). Substantially all of the costs associated with these charges were expended during the second quarter of 2000 and the remainder should be expended by the end of 2000. In May 2000, the Company acquired Descon Informationssysteme GMBH (Descon), a provider of applications that focus on the component, library and design management needs of electronic manufacturing enterprises. The total purchase price including cash and transaction costs, net of assets acquired was $5,212 and the acquisition was accounted for as a purchase. The cost of the acquisition was allocated on the basis of the estimated fair value of assets and liabilities assumed. This allocation resulted in a charge for in-process research and development of $2,220. Capitalized goodwill and technology allocations were $252 and $2,740, respectively. The goodwill and technology is being amortized to research and development (R&D) and system and software product cost of goods sold over five years, respectively. The separate results of operations were not material compared to the Company's overall results of operations, and accordingly pro-forma financial statements of the combined entities have been omitted. In May 2000, the Company acquired Escalade, a provider of Hardware Description Language (HDL) graphical design tools for application specific integrated circuits (ASICs) and field programmable gate arrays (FPGAs). The total purchase price including cash and transaction costs, net of assets acquired was $2,673 and the acquisition was accounted for as a purchase. The cost of the acquisition was allocated on the basis of the estimated fair value of assets assumed. This allocation resulted in a charge for in-process research and development of $940. In addition, capitalized goodwill and technology allocations were $903 and $830, respectively. The goodwill and technology is being amortized to R&D and system and software product cost of goods sold over three years, respectively. The following Mentor Graphics and Escalade pro forma information assumes the acquisition occurred as of the beginning of each period presented. The pro forma results are not necessarily indicative of what actually would have occurred had the acquisition been in effect for the periods presented. In addition, they are not intended to be a projection of future results that may be achieved from the combined operations. Nine months ended September 30, 2000 1999 - ------------------------------------------------------------------------------------------------------------------ Revenue $ 409,333 $ 358,275 Net income (loss) $ 29,282 $ (8,556) Basic net income (loss) per share $ 0.46 $ (0.13) Diluted net income (loss) per share $ 0.44 $ (0.13) - ------------------------------------------------------------------------------------------------------------------ 7 During the first nine months of 1999, the Company recorded special charges of $21,831. The charges consisted of acquisition related costs attributable to the purchase of the minority interest of a subsidiary, costs attributable to the terminated tender offer for Quickturn Design Systems, Inc. (Quickturn) net of a gain from the sale of acquired stock, two subsidiary divestitures and related employee terminations. Substantially all of these costs were disbursed in the first half of 1999. In January of 1999, the Company completed the purchase of the remaining minority interest of its then 84% owned subsidiary, Exemplar Logic, Inc. (Exemplar) for cash and stock options valued at $13,003. The cost of the acquisition was allocated on the basis of the estimated fair value of assets assumed. This allocation resulted in charges for in process R&D and compensation and other related costs of $624 and $6,951, respectively. In addition, capitalized goodwill and technology allocations were $4,452 and $976, respectively. The goodwill and technology is being amortized to R&D over five years and system and software product cost of goods sold over three years, respectively. (3) SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION - The following provides additional information concerning cash flow activities: Nine months ended September 30, 2000 1999 - ------------------------------------------------------------------------------------------------------------------- Interest paid $ 713 $ 650 Income taxes paid, net of refunds $ 5,325 $ 718 Issuance of stock options for purchase of Minority interest of subsidiary $ - $ 5,232 - ------------------------------------------------------------------------------------------------------------------- (4) COMPREHENSIVE INCOME - The following provides a summary of comprehensive income: Nine months ended September 30, 2000 1999 - ----------------------------------------------------------------------------------------------------------------- Net income (loss) $ 31,275 $ (2,821) Foreign currency translation adjustment (4,246) 3,046 ----------------- ----------------- Comprehensive income $ 27,029 $ 225 ================= ================= - ----------------------------------------------------------------------------------------------------------------- (5) REVENUE RECOGNITION - The Company has adopted the provisions of Statement of Position (SOP) 97-2, "Software Revenue Recognition" and SOP 98-9, "Modification of SOP 97-2, Software Revenue Recognition, With Respect to Certain Transactions", which amends SOP 97-2 and supercedes SOP 98-4. Under SOP 97-2, license revenues are recognized when persuasive evidence of an arrangement exists, delivery of the product has occurred, no significant company obligations remain, the fee is fixed or determinable and collectibility is probable. Revenues from system and software licenses are recognized at the time of shipment, except for those that include rights to future software products or have significant other delivery requirements. Product revenues from term or installment sales agreements which include either perpetual or term licenses are with the Company's top-rated credit customers and are recognized upon shipment while any maintenance revenues included in these arrangements are deferred and recognized ratably over the contract term. Revenues from subscription-type term license agreements, which typically include software, rights to future software products, and services, are deferred and recognized ratably over the term of the subscription period. Training and consulting contract revenues are recognized using the percentage of completion method or as contract milestones are achieved. 8 SOP 98-9 amends certain paragraphs of SOP 97-2 to require recognition of revenue using the "residual method" in circumstances outlined in the SOP. Under the residual method revenue is recognized as follows: (1) the total fair value of undelivered elements, as indicated by vendor specific objective evidence (VSOE), is deferred and subsequently recognized in accordance with the relevant sections of SOP 97-2 and (2) the difference between the total arrangement fee and the amount deferred for the undelivered elements is recognized as revenue related to the delivered elements. SOP 98-9 is effective for the Company's fiscal year 2000. The Company has applied the residual method to multi-element transactions when VSOE was not present for all delivered elements. Application of the residual method did not have a material impact on the Company's consolidated financial statements. (6) SEGMENT REPORTING - The Company operates exclusively in the EDA industry. The Company markets its products primarily to customers in the communications, computer, semiconductor, consumer electronics, aerospace, and transportation industries. The Company sells and licenses its products through its direct sales force in North and South America (Americas), Europe, Japan and Pacific Rim, and through distributors where a direct sales presence is not warranted. The Company's reportable segments are based on geographic area. All intercompany revenues and expenses are eliminated in computing revenues and operating income (loss). The corporate component of operating income (loss) represents research and development, corporate marketing and selling, corporate general and administration, special, and merger and acquisitions related charges. Reportable segment information is as follows: Three months ended September 30, Nine months ended September 30, -------------------------------------------------------------------------------------------------------- 2000 1999 2000 1999 -------------------------------------------------------------------------------------------------------- REVENUES Americas................. $ 72,943 $ 51,060 $ 197,277 $ 170,385 Europe................... 36,768 36,563 119,287 107,386 Japan.................... 25,143 19,772 70,338 60,100 Pacific Rim.............. 7,084 6,686 21,222 18,290 --------------- --------------- --------------- --------------- Total......................... $ 141,938 $ 114,081 $ 408,124 $ 356,161 =============== =============== =============== =============== OPERATING INCOME (LOSS) Americas................. $ 38,906 $ 26,207 $ 104,662 $ 87,224 Europe................... 17,348 18,280 54,226 48,449 Japan.................... 14,282 10,872 38,846 29,455 Pacific Rim.............. 5,078 4,074 14,048 10,770 Corporate................ (56,746) (51,300) (169,433) (170,394) --------------- ---------------- --------------- -------------- Total......................... $ 18,868 $ 8,133 $ 42,349 $ 5,504 =============== =============== ============== ============== -------------------------------------------------------------------------------------------------------- (7) SUBSEQUENT EVENT - On October 2, 2000, the Company acquired HSL Holdings Limited for $13,900 in cash and $6,100 in notes payable due December 31, 2004. The business combination will be accounted for as a purchase and will include acquisition related costs and the cost of net liabilities. These costs will be allocated on the basis of estimated fair value of assets and liabilities assumed and will likely include a charge for in-process R&D for development that had not yet reached technological feasibility. The purchase price allocation including amount of capitalized goodwill and technology and in-process R&D charge has yet to be determined. 9 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition (ALL NUMERICAL REFERENCES IN THOUSANDS, EXCEPT FOR PERCENTAGES) RESULTS OF OPERATIONS REVENUES AND GROSS MARGINS SYSTEM AND SOFTWARE System and software revenues for the three months and nine months ended September 30, 2000 totaled $79,555 and $230,209, respectively, representing an increase of $20,344 or 34% and $31,588 or 16% from the comparable periods of 1999. The increases were attributable to software product revenue. The growth in software product revenue was primarily due to growth in the Company's newer product offerings and the acquisition of VeriBest, Inc. (VeriBest) in the fourth quarter of 1999. In addition, growth of software product revenue is attributable to recovery from weak sales in the third quarter of 1999. Lower sales in the third quarter of 1999 were a result of a consolidation of third party sales channels and a late third quarter 1999 enhancement release of the Company's Field Programmable Gate Array simulation product offering. System and software gross margins were 91% for the third quarter and first nine months of 2000, compared to 89% and 90% for the same periods a year ago. Gross margins were favorably impacted in 2000 by improved gross margins on accelerated verification systems sales. Amortization of purchased technology to system and software cost of goods sold was $754 and $2,013 for the third quarter and first nine months of 2000, respectively, compared to $332 and $985 for the comparable periods in 1999. The increase in amortization of purchased technology is attributable to the acquisitions of VeriBest, Escalade and Descon. SERVICE AND SUPPORT Service and support revenues for the three months and nine months ended September 30, 2000 totaled $62,383 and $177,915, respectively, representing an increase of $7,513 or 14% and $20,375 or 13% from the comparable periods of 1999. The increase compared to 1999 is due to higher software support and professional services. The increase in software support revenue was attributable to the acquisition of VeriBest, continued success of software product offerings and a larger installed base of customers. The increase in professional service revenue was attributable to better utilization of global consulting personnel. Service and support gross margins were 65% and 63% for the third quarter and first nine months of 2000, compared to 61% and 58% for the comparable periods in 1999. The increase in overall service and support gross margins is due to higher revenues and improved professional service utilization. 10 GEOGRAPHIC REVENUES INFORMATION Americas revenues including service and support revenues, increased 43% from the third quarter of 1999 to the third quarter of 2000 and increased 16% from first nine months of 1999 to the first nine months of 2000. Revenues outside of the Americas for the third quarter and first nine months of 2000 were 49% and 52% of total revenues compared to 55% and 52% for comparable periods of 1999. Compared to the respective prior periods, European revenues increased 1% and 11% in the third quarter and the first nine months of 2000 and Japanese revenues increased 27% and 17% in the third quarter and first nine months of 2000. Exchange rate changes in Europe resulted in negative impact to revenue of approximately 7% for both the third quarter and the first nine months of 2000. Exclusive of currency effects, higher revenue levels in Europe were primarily due to continued strength in all areas of the business. Japanese revenues were positively impacted by exchange rate changes in the comparable periods, where the Japanese yen strengthened against the U.S. dollar by approximately 7% and 10% in the third quarter and the first nine months of 2000. Exclusive of currency effects, higher revenue levels in Japan were primarily due to growth in sales of newer software product offerings. Since the Company generates approximately half of its revenues outside of the U.S. and expects this to continue in the future, revenue results should continue to be impacted by the effects of future foreign currency fluctuations. OPERATING EXPENSES Research and development expenses totaled $32,119 and $29,828 or 23% and 26% of revenues for the third quarters of 2000 and 1999, respectively and $93,287 and $86,384 or 23% and 24% of revenues for the first nine months of 2000 and 1999, respectively. Marketing and selling expenses totaled $49,546 and $37,486 or 35% and 33% of revenues for the third quarters of 2000 and 1999, respectively and $143,280 and $121,266 or 35% and 34% of revenues for the first nine months of 2000 and 1999, respectively. General and administration expenses totaled $12,705 and $10,711 or 9% of revenues for the third quarters of 2000 and 1999, respectively and $37,817 and $34,497 or 9% and 10% for the first nine months of 2000 and 1999, respectively. The increase in absolute dollars is primarily attributable to the VeriBest acquisition, increased variable compensation related to stronger performance and annual and competitive salary adjustments. SPECIAL CHARGES During the first nine months of 2000 the Company recorded special charges of $6,521. The charges consisted of costs attributable to two acquisitions accounted for as purchases and impairment in value of certain goodwill and purchased technology. In addition, the Company incurred certain costs for employee terminations, including terminations resulting from the acquisition of Escalade. Substantially all of the costs associated with these charges were expended during the second quarter of 2000 and the remainder should be expended by the end of 2000. In May 2000, the Company acquired Descon, a provider of applications that focus on the component, library and design management needs of electronic manufacturing enterprises. The total purchase price including cash and transaction costs, net of assets acquired was $5,212 and the acquisition was accounted for as a purchase. The cost of the acquisition was allocated on the basis of the estimated fair value of assets and liabilities assumed. This allocation resulted in a charge for in-process research and development of $2,220. Capitalized goodwill and technology allocations were $252 and $2,740, respectively. The goodwill and technology is being amortized to R&D and system and software product cost of goods sold over five years, respectively. In May 2000, the Company acquired Escalade, a provider of Hardware Description Language (HDL) graphical design tools for application specific integrated circuits (ASICs) and field programmable gate arrays (FPGAs). The total purchase price including cash and transaction costs, net of assets acquired was $2,673 and the acquisition was accounted for as a purchase. The cost of the acquisition was allocated on the basis of the estimated fair value of assets assumed. This allocation resulted in a charge for in-process research and development of $940. In addition, capitalized goodwill and technology allocations were $903 and $830, respectively. The goodwill and technology is being amortized to R&D and system and software product cost of goods sold over three years, respectively. 11 During the first nine months of 1999, the Company recorded special charges of $21,831. The charges consisted of acquisition related costs attributable to the purchase of the minority interest of a subsidiary, costs attributable to the terminated tender offer for Quickturn Design Systems, Inc. (Quickturn) net of a gain from the sale of acquired stock, two subsidiary divestitures and related employee terminations. Substantially all of these costs were disbursed in the first half of 1999. In January of 1999, the Company completed the purchase of the remaining minority interest of its then 84% owned subsidiary, Exemplar Logic, Inc. (Exemplar) for cash and stock options valued at $13,003. The cost of the acquisition was allocated on the basis of the estimated fair value of assets assumed. This allocation resulted in charges for in process R&D and compensation and other related costs of $624 and $6,951, respectively. In addition, capitalized goodwill and technology allocations were $4,452 and $976, respectively. The goodwill and technology is being amortized to R&D over five years and system and software product cost of goods sold over three years, respectively. OTHER INCOME (EXPENSE), NET Other income (expense), net totaled $159 and ($2,253) for the third quarter and first nine months of 2000 compared to ($612) and ($9,120) for the same periods of 1999. The year to year change is attributable in part to a gain on the sale of a parcel of land adjacent to the Company's headquarters of $3,118 during 2000. In addition, other expense was positively impacted by lower legal costs associated with the ongoing patent litigation with Quickturn which totaled $1,331 and $7,620 in the third quarter and first nine months of 2000, respectively compared to $1,773 and $9,656 for comparable periods of 1999. See "Part II - Item 1. Legal Proceedings" for further discussion. The decrease in other expense is also attributable to a 1999 legal settlement of $3,000 for the Portland, Oregon SimExpress trial. Interest income was $2,731 and $6,881 for the third quarter and the first nine months of 2000, compared to $1,606 and $5,233 for comparable periods of 1999. Interest expense was $465 and $1,390 for the third quarter and first nine months of 2000, compared to $235 and $691 for comparable periods in 1999. PROVISION (BENEFIT) FOR INCOME TAXES The provision for income taxes amounted to $8,821 for the nine months ended September 30, 2000, as compared to a benefit of $795 for the same period in 1999. The tax expense (benefit) is the result of the mix of profits earned by the Company and its subsidiaries in tax jurisdictions with a broad range of income tax rates. Because the Company's income tax position for each year combines the effects of available tax benefits in certain countries where the Company does business, benefits from available net operating loss carryforwards and tax expense for subsidiaries with pre-tax income, the Company's income tax position and resultant effective tax rate is uncertain for 2000 and beyond. EFFECTS OF FOREIGN CURRENCY FLUCTUATIONS Approximately half of the Company's revenues are generated outside of the United States. For 2000 and 1999, approximately half of European and all of Japanese revenues were subject to exchange rate fluctuations as they were booked in local currencies. The effects of these fluctuations were substantially offset by local currency cost of revenues and operating expenses, which resulted in an immaterial net effect on the Company's results of operations. The "accumulated other comprehensive income - foreign currency translation adjustment," as reported in the stockholders' equity section of the Consolidated Balance Sheets, decreased to $15,418 at September 30, 2000, from $19,664 at the end of 1999. This reflects the decrease in the value of net assets denominated in foreign currencies since year-end 1999 as a result of a stronger U.S. dollar as of September 30, 2000. 12 LIQUIDITY AND CAPITAL RESOURCES CASH AND INVESTMENTS Total cash and short-term investments at September 30, 2000 were $149,530 compared to $133,187 at the end of 1999. Cash provided by operations was $53,976 for the first nine months of 2000 compared to $27,505 during the same period of 1999. During the first nine months of 2000 operating cash was positively impacted by net income from operations of $31,275 while for 1999, it was negatively impacted by the net loss from operations of $2,821. Cash used by investing activities, excluding short-term investments, was $16,614 and $8,081 in the first nine months of 2000 and 1999, respectively. Investing activities in the first nine months of 2000 included capital expenditures and purchase of Descon and Escalade for $8,458 offset by sale of land adjacent to the Company's Wilsonville headquarters to a third party for $4,725. Investing activities in the first half of 1999 included purchase of the minority interest in Exemplar for $7,572 and capital expenditures offset by sale of Quickturn stock for $8,191. Cash used by financing activities was $19,412 for the first nine months of 2000 compared to $46,657 during the same period of 1999. Cash and short-term investments were positively impacted by the proceeds from issuance of common stock upon exercise of stock options and employee stock plan purchases in the amount of $22,122 and $9,891 in 2000 and 1999, respectively. Cash used for financing activities in 2000 included a repurchase of 2,500 shares of common stock for $41,534. The financing use of cash in 1999 included the pay-down of a short-term borrowing of $24,000 and a repurchase of 3,528 shares of common stock for $32,548. TRADE ACCOUNTS RECEIVABLE Trade accounts receivable increased to $131,118 at September 30, 2000 from $125,417 at year-end 1999. Excluding the current portion of term receivables of $66,670 and $54,375, average days sales outstanding were 41 days at September 30, 2000 and December 31, 1999. Average days sales outstanding in total accounts receivable increased from 73 days at the end of 1999 to 83 days at the end of the third quarter of 2000. The increase in average total accounts receivable days sales outstanding was primarily due to less extended term contract sales in the third quarter of 2000 compared to the fourth quarter of 1999. In the quarters where term contract revenue is recorded only about one-third, or twelve months, of the receivable is reflected in current accounts receivable. In the following quarters, the same amount is reflected in current accounts receivable without the corresponding revenue. In addition, the Company sold short-term accounts receivable of $15,094 and $23,011 to a financing institution on a non-recourse basis in the third quarter of 2000 and the fourth quarter of 1999, respectively. PREPAID EXPENSES AND OTHER Prepaid expenses and other increased $3,130 from December 31, 1999 to September 30, 2000. This increase was primarily due to higher accelerated verification systems inventory, which is expected to ship in the fourth quarter of 2000. In addition, prepaid income taxes and benefits costs increased from year-end 1999. TERM RECEIVABLES, LONG-TERM Term receivables, long-term decreased to $25,047 at September 30, 2000 compared to $31,695 at December 31, 1999. Balances under term agreements that are due within one year are included in trade accounts receivable and balances that are due in more than one year are included in term receivables, long-term. The Company uses term agreements as a standard business practice and has a history of successfully collecting under the original payment terms without making concessions on payments, products or services. The decrease is due to greater run-off of balances on older term agreements compared to new term agreements. 13 CAPITAL RESOURCES Total capital expenditures increased to $12,881 through September 30, 2000, compared to $11,709 for the same period of 1999. Expenditures in the first nine months of 2000 and 1999 did not include any individually significant projects. The Company anticipates that current cash balances, anticipated cash flows from operating activities, and existing credit facilities will be sufficient to meet its working capital needs for at least the next twelve months. RECENT ACCOUNTING PRONOUNCEMENTS In June 1998, the Financial Accounting Standards Board, or FASB, issued Statement of Financial Accounting Standards, or SFAS, No. 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES. SFAS No. 133 establishes methods of accounting for derivative financial instruments and hedging activities related to those instruments as well as other hedging activities. In June 1999, the FASB issued Statement No. 137, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES--DEFERRAL OF THE EFFECTIVE DATE OF FASB STATEMENT NO. 133. Statement No. 137 defers the effective date of Statement No. 133 for one year. Statement No. 133 is now effective for all fiscal quarters of all fiscal years beginning after June 15, 2000. The Company does not expect that this statement will have a significant impact on its financial condition or results of operations. In December 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 101 ("SAB 101"). SAB 101 summarizes certain areas of the Staff's views in applying generally accepted accounting principles to revenue recognition in financial statements. In June 2000, SAB 101B was issued which defers the implementation date of SAB 101 until October 1, 2000. The Company is currently evaluating the adoption of SAB 101 and its potential impact on its financial condition or results of operations. In March 2000, the Financial Accounting Standards Board, or FASB, issued Interpretation No. 44, ACCOUNTING FOR CERTAIN TRANSACTIONS INVOLVING STOCK COMPENSATION - AN INTERPRETATION OF APB OPINION NO. 25, (FIN 44). FIN 44 applies prospectively to new awards, exchanges of awards in a business combination, modifications to outstanding awards, and changes in grantee status that occur on or after July 1, 2000, except for the provisions related to repricings and the definition of an employee, which apply to awards issued after December 15, 1998. The provisions related to modifications to fixed stock options awards to add a reload feature are effective for awards modified after January 12, 2000. The Company does not expect that this statement will have a significant impact on its financial condition or results of operations. FACTORS THAT MAY AFFECT FUTURE RESULTS AND FINANCIAL CONDITION Certain statements contained in this report that are not statements of historical fact, including without limitation, statements containing the words "believes," "expects," and words of similar import, constitute forward-looking statements that involve a number of risks and uncertainties. Moreover, from time to time the Company may issue other forward-looking statements and outlook estimates of its future financial results. The following discussion highlights factors that could cause actual results to differ materially from forward-looking statements. The forward-looking statements should be considered in light of these factors. The Company competes in the highly competitive and dynamic electronic design automation (EDA) industry. The Company's success is dependent upon its ability to develop and market products and selling models that are innovative, cost-competitive and meet customer expectations. Competition in the EDA industry is intense, which can create adverse effects including, but not limited to, price reductions, lower product margins, loss of market share and additional working capital requirements. Additionally, new pricing and selling models in the industry, including the use of fixed term licenses and subscription transactions versus traditional perpetual licenses further complicate the Company's ability to effectively price and package large multi-element contracts that are competitive and profitable. The Company's business is largely dependent upon the success and growth of the electronics industry. From time to time the electronics industry cuts costs through employee layoffs and reductions in the number of electronic 14 design projects which could reduce demand for the Company's products and services. In addition, there have been a number of mergers in the electronics industry worldwide, which could result in decreased or delayed capital spending patterns. The above business challenges for the electronics and related industries may have a material adverse effect on the Company's financial condition and results of operations. The Company's Meta Division is in the hardware development and assembly business. Risk factors include procuring hardware components on a timely basis from a limited number of suppliers, assembling and shipping systems on a timely basis with appropriate quality control, developing new distribution and shipment processes, managing inventory and related obsolescence issues, developing new processes to deliver customer support of the hardware and placing new demands on the sales force. In addition, the Company is engaged in litigation with Quickturn, a subsidiary of Cadence Design Systems, Inc., in which Quickturn has asserted that the Company and Meta are infringing Quickturn patents. See "Part II-Item 1. Legal Proceedings" for further discussion. The Company has been prohibited from using, selling or marketing its first generation SimExpress emulation products in the United States and Germany. While the Company settled one SimExpress court case in the second quarter of 1999, other legal proceedings and litigation continue. These actions could adversely effect the Company's ability to sell its accelerated verification products in other jurisdictions worldwide and may negatively affect demand for accelerated verification products for the Company worldwide until the outcome is determined. This litigation could result in lower sales of accelerated verification products, increase the risk of inventory obsolescence and have a materially adverse effect on the Company's results of operations. A material amount of the Company's software product revenue is usually the result of current quarter order performance of which the majority is usually booked in the last few weeks of each quarter. In addition, the Company's revenue often includes multi-million dollar contracts. The timing of the completion of these contracts and the terms of delivery of software, hardware and other services can have a material impact on revenue recognition for a given quarter. The combination of these factors impairs and delays the Company's ability to identify shortfalls or overages from quarterly revenue targets. The Company's margin may vary as a result of the mix of products and services sold. The margin on software products is typically greater than that for hardware products, software support and professional services. Additionally, the margin on software products will vary quarter to quarter depending on the amount of third party royalties due for the mix of products sold. The Company uses term or installment sales agreements as a standard business practice and has a history of successfully collecting under the original payment terms without making concessions on payments, products or services. These multi-year, multi-element term license and perpetual license term agreements are from the Company's top-rated credit customers and average between one and three years in length. These agreements may increase the element of risk associated with collectibility from customers that can arise for a variety of reasons including ability to pay, product satisfaction or disagreements and disputes. If collectibility for any of these multi-million dollar agreements becomes a problem the Company's results of operations could be adversely affected. The Company generally realizes approximately half of its revenues outside the U.S. and expects this to continue in the future. As such, the effects of foreign currency fluctuations can impact the Company's business and operating results. To hedge the impact of foreign currency fluctuations, the Company enters into foreign currency forward contracts. However, significant changes in exchange rates may have a material adverse impact on the Company's results of operations. International operations subject the Company to other risks including, but not limited to, longer receivables collection periods, economic or political instability, government trade restrictions, limitations on repatriation of earnings, licensing and intellectual property rights protection. The Company's operating expenses are generally committed in advance of revenue and are based to a large degree on future revenue expectations. Operating expenses are incurred to generate and sustain higher future revenue levels. If the revenue does not materialize as expected, the Company's results of operations can be adversely impacted. Additionally, outlook estimates do not contemplate the effects of recent or possible future acquisitions. Acquisitions of complementary businesses are a part of the Company's overall business strategy. There are several challenges associated with this strategy including integration of sales channels, training and education of the sales 15 force for new product offerings, integration of product development efforts, retention of key employees, integration of systems of internal controls, and integration of information systems. All of these factors can impair the Company's ability to forecast, to meet quarterly revenue and earnings targets and to effectively manage the business for long-term growth. There can be no assurance that these challenges will be effectively met. The Company has been able to recruit and retain necessary personnel to research and develop, market, sell and service products that satisfy customers' needs. There can be no assurance that the Company can continue to recruit and retain such personnel. Generally accepted accounting principles require management to make estimates and assumptions that affect the reported amounts of assets, liabilities and contingencies at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. In addition, new or revised accounting standards, interpretation of standards and rules are issued from time to time. Although they are not expected to have a material impact on the reported financial results, they could have such an effect. Because the Company's income tax position for each year combines the effects of available tax benefits in certain countries where the Company does business, benefits from available net operating loss carryforwards and tax expense for subsidiaries with pre-tax income, the Company's income tax position and resultant effective tax rate is uncertain for 2000 and beyond. The Company is involved in various litigation and administrative matters. There can be no assurance that they will not have a material adverse impact on the Company's business, financial position or results of operations. See "Part II-Item 1. Legal Proceedings" for further discussion. The pending litigation and any future litigation may result in substantial legal costs and divert the efforts of management personnel. Due to the factors above, as well as other market factors outside the Company's control, the Company's future earnings and stock price may be subject to significant volatility. Past financial performance should not be considered a reliable indication of future performance. The investment community should use caution in using historical trends to estimate future results or trends. In addition, if future results vary significantly from expectations of analysts, the Company's stock price could be adversely impacted. Item 3. Quantitative And Qualitative Disclosures About Market Risk (ALL NUMERICAL REFERENCES IN THOUSANDS, EXCEPT FOR RATES AND PERCENTAGES) INTEREST RATE RISK The Company's exposure to market risk for changes in interest rates relates primarily to its investment portfolio. The Company does not use derivative financial instruments for speculative or trading purposes. The Company places its investments in instruments that meet high credit quality standards, as specified in the Company's investment policy. The policy also limits the amount of credit exposure to any one issuer and type of instrument. The Company does not expect any material loss with respect to its investment portfolio. 16 The table below presents the carrying value and related weighted-average interest rates for the Company's investment portfolio. The carrying value approximates fair value at September 30, 2000. In accordance with the Company's investment policy all investments mature in twelve months or less. Carrying Average Principal (notional) amounts in U.S. dollars Amount Interest Rate - -------------------------------------------------------------------------------------------------------------- Cash equivalents - fixed rate $ 33,437 6.58% Short-term investments - fixed rate 34,379 6.38% ----------------- ------------- Total interest bearing instruments $ 67,816 6.48% ================= ============= - -------------------------------------------------------------------------------------------------------------- FOREIGN CURRENCY RISK The Company enters into foreign exchange options for highly anticipated sales transactions between its foreign subsidiaries. These instruments provide the Company the right to sell foreign currencies to third parties at future dates with fixed exchange rates. The premium on such instruments is immaterial and is amortized over the life of the contracts to other income (expense). The Company currently has foreign currency options outstanding to sell Japanese yen over the next 3 months with contract values totaling approximately $8,283 at average contract exchange rates of approximately JPY 108.66. At September 30, 2000 the difference between the recorded value and the fair value of the Company's foreign exchange position related to these option contracts was approximately zero. The Company entered into a forward contract to stabilize the currency effects on a portion of the Company's net investment in its Japanese subsidiary. This contract to sell 735.7 million Japanese yen will guarantee the Company $6,985 at the contract's expiration. Any differences between the contracted currency rate and the currency rate at each balance sheet date will impact the foreign currency translation adjustment component of the stockholders' equity section of the consolidated balance sheet. The result is a partial offset of the effect of Japanese currency changes on stockholders' equity during the contract term. This forward contract should not impact current or future consolidated statements of operations. At September 30, 2000, the difference between the recorded value and the fair value of the Company's foreign exchange position related to this contract was approximately zero. The Company also enters into forward foreign exchange contracts as a hedge against foreign currency sales commitments and intercompany balances. Remeasurement gains and losses on forward contracts are deferred and recognized when the sale occurs. All subsequent remeasurement gains and losses are recognized as they occur to offset remeasurement gains and losses recognized on the related foreign currency accounts receivable balances. These contracts generally have maturities which do not exceed twelve months. At September 30, 2000, the difference between the recorded value and the fair value of the Company's foreign exchange position related to these contracts was approximately zero. The Company does not anticipate non-performance by the counter-parties to these contracts. Looking forward, the Company does not expect any material adverse effect on its consolidated financial position, results of operations, or cash flows resulting from the use of these instruments. There can be no assurance that these strategies will be effective or that transaction losses can be minimized or forecasted accurately. 17 The following table provides information about the Company's foreign exchange forward contracts at September 30, 2000. Due to the short-term nature of these contracts, the contract rate approximates the weighted-average contractual foreign currency exchange rate and the amount in U.S. dollars approximates the fair value of the contract at September 30, 2000. These forward contracts mature in approximately thirty days. The following table presents short-term forward contracts to sell and buy foreign currencies in U.S. dollars related to customer receivables and intercompany balances: Short-term forward contracts Amount Contract Rate - ----------------------------------------------------------------------------------------------- Japan yen $ 29,833 $ 103.15 Euro 12,977 0.86 Sweden krona 6,764 9.80 France franc 5,819 6.80 Israel shekel 1,498 4.07 United Kingdom pound 1,390 1.47 Switzerland franc 1,016 1.77 Italy lira 1,005 1,990.00 Other 870 - - ----------------------------------------------------------------------------------------------- The unrealized gain (loss) on the outstanding forward contracts at September 30, 2000, was not material to the Company's consolidated financial statements. The realized gain (loss) on these contracts as they matured was not material to the Company's consolidated financial position, results of operations, or cash flows for the periods presented. PART II. OTHER INFORMATION Item 1. Legal Proceedings During 1995, the Company filed suit in U.S. Federal District Court in Portland, Oregon, against Quickturn Design Systems, Inc. (Quickturn) for a declaratory judgment of non-infringement, invalidity and unenforceability of three of Quickturn's patents. This action related to the SimExpress products of Meta Systems SRL (Meta), a French company acquired by the Company in 1996. Quickturn filed a counterclaim against the Company alleging infringement of six Quickturn patents, including the three patents subject to the declaratory judgment action. The counterclaim sought a permanent injunction prohibiting sales of the Company's SimExpress products in the U.S., compensatory and punitive damages and attorneys' fees. In June 1999, the Company and Quickturn settled this litigation. The Company agreed that five Quickturn patents are valid and enforceable, and were infringed by the Company's sale in the U.S. of its SimExpress product from 1995-1997. Mentor Graphics also paid Cadence Design Systems, Quickturn's parent company, $3 million in damages for infringement, with each side to bear its own fees and costs. The court directed that the Company's payment and its consent to the validity and infringement of the Quickturn patents may not be used as evidence or for any other purpose in litigation outside the U.S., and that the settlement does not address in any way the issue of whether the Company's Celaro product infringes any patent issued in the U.S. or other countries. 18 Quickturn filed an administrative complaint with the U.S. International Trade Commission (ITC) in 1996 seeking to prohibit the importation of SimExpress products in the U.S. In December 1997, the ITC issued a Cease and Desist Order prohibiting the Company from importing certain hardware emulation products or components and from providing repair or maintenance services to its existing U.S. customers. That order took effect in 1998. In October 1997, Quickturn filed an action against the Company's German subsidiary in a German District Court alleging infringement by SimExpress of a European patent. The German court ruled in April 1999 that the Company's German subsidiary's sales of SimExpress violated a European patent owned by Quickturn and awarded unspecified damages. The Company's German subsidiary no longer offers the SimExpress product in Germany. Although the Company is appealing the ruling, the Company can give no assurance as to the outcome of such proceeding. In October 1998, Quickturn filed an action against Meta and the Company in France alleging infringement by SimExpress and Celaro of a European patent. There have been no rulings by the French court regarding the merits of this case to date. In February 1998, Meta filed a patent infringement action against Quickturn in the U.S. District Court for the Northern District of California in San Francisco, California. The complaint, based on a patent licensed to the Company and Meta and which Meta obtained a right to enforce, sought damages for infringement as a result of Quickturn's manufacture and sale of certain emulation equipment. Meta was joined in the suit by Aptix Corporation of San Jose, California. In June 2000, the court granted a motion brought by Quickturn to dismiss the case on the ground that Aptix's CEO Dr. Amr Mohsen falsified and destroyed evidence during the litigation. Due to Dr. Mohsen's misconduct, the court found the Aptix patent to be unenforceable by anyone, including Meta. The court specifically made no findings that either Meta or the Company engaged in any misconduct. The court ordered Aptix to pay Quickturn certain of its attorneys' fees and expenses. No sanctions were awarded against Meta or the Company. Meta has appealed the court's decision, and the Company has filed suit against Aptix for fraud and other claims arising out of the actions of Aptix. In July 1999, the Company filed suit in U.S. District Court for the District of Delaware against Quickturn alleging infringement of two Mentor Graphics patents by Quickturn's Mercury product ("Mercury lawsuit"). That lawsuit was transferred to the Northern District of California. The Company's suit has been amended to allege that Quickturn's Mercury and Mercury Plus products infringe five patents held by the Company. The Company is seeking a permanent injunction prohibiting sales of Quickturn's Mercury and Mercury Plus products in the U.S., along with damages and attorney's fees. In March 2000, the Company filed a misappropriation of trade secret case in U.S. District Court in San Francisco. This case alleges that Quickturn misappropriated Meta trade secrets during Quickturn's evaluation of Meta's technology in connection with a possible acquisition of Meta in 1994 and 1995. This case has been consolidated with the Mercury lawsuit for purposes of discovery and scheduling. In September 2000, Mentor Graphics filed suit in U.S. District Court in San Francisco against Quickturn and Cadence alleging infringement of an additional patent. Mentor Graphics has requested a preliminary injunction hearing prohibiting sales of Quickturn's Mercury Plus product in the U.S. In addition to the above litigation, from time to time the Company is involved in various disputes and litigation matters that arise from the ordinary course of business. These include disputes and lawsuits relating to intellectual property rights, licensing, contracts, and employee relation matters. 19 Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits 10. C. 1986 Stock Plan. (b) Reports on Form 8-K On July 24, 2000, the Company filed a Current Report on Form 8-K/A Amendment No. 1 to amend its previously filed Form 8-K relating to the merger on May 8, 2000 with Escalade Corp. The amendment includes under Item 7 the consolidated financial statements of Escalade as of and for each of the years in the two-year period ended December 31, 1999, and pro forma financial information as of and for the year ended December 31, 1999. 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. Dated: November 10, 2000. MENTOR GRAPHICS CORPORATION (Registrant) -------------------- Gregory K. Hinckley Executive Vice President and Chief Operating Officer / Chief Financial Officer 20