UNITED STATES
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, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File No. 0-24784
PINNACLE SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
California 94-3003809
- ------------------------------- -------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
280 N. Bernardo Ave.
Mountain View, CA 94043
- ----------------- ----------
(Address of principal executive offices) (Zip Code)
(650) 237-1600
(Registrant's telephone number, including area code)
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
--- ---
The number of shares of common stock outstanding as of April 27, 2001 was
approximately 51,167,092.
1
INDEX
PART I - FINANCIAL INFORMATION
ITEM 1 - Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets -
March 31, 2001 and June 30, 2000 3
Condensed Consolidated Statements of Operations -
Three Months and Nine Months Ended
March 31, 2001 and 2000 4
Condensed Consolidated Statements of Comprehensive Income (Loss)-
Three Months and Nine Months Ended
March 31, 2001 and 2000 5
Condensed Consolidated Statements of Cash Flows -
Nine Months Ended - March 31, 2001 and 2000 6
Notes to Condensed Consolidated Financial Statements 7
ITEM 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations 12
ITEM 3 - Quantitative and Qualitative Disclosures About
Market Risk 28
PART II - OTHER INFORMATION
ITEM 1 - Legal Proceedings 29
ITEM 6 - Exhibits and Reports on Form 8-K 29
Signatures 30
2
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
PINNACLE SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
March 31, June 30,
2001 2000
--------- ---------
(unaudited)
Assets
Current assets:
Cash and cash equivalents $ 47,359 $ 58,433
Marketable securities -- 19,366
Accounts receivable, net 66,130 55,072
Inventories 47,508 36,824
Deferred income taxes 17,103 17,103
Prepaid expenses and other assets 3,878 4,100
--------- ---------
Total current assets 181,978 190,898
Marketable securities -- 4,346
Property and equipment, net 15,289 16,143
Goodwill and other intangibles, net 91,611 109,810
Other assets 2,335 1,602
--------- ---------
$ 291,213 $ 322,799
========= =========
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable $ 16,797 $ 22,422
Accrued expenses 25,697 30,146
--------- ---------
Total current liabilities 42,494 52,568
Deferred income taxes 10,611 10,611
--------- ---------
Total liabilities 53,105 63,179
Shareholders' equity:
Preferred stock, no par value; authorized 5,000 shares;
none issued and outstanding -- --
Common stock, no par value; authorized 120,000 shares;
51,153 and 51,293 issued and outstanding as of
March 31, 2001 and June 30, 2000, respectively 273,077 257,496
Treasury shares at cost; 793 and -0- shares at
March 31, 2001 and June 30, 2000, respectively (6,508) --
Retained earnings (accumulated deficit) (16,387) 7,198
Accumulated other comprehensive loss (12,074) (5,074)
--------- ---------
Total shareholders' equity 238,108 259,620
--------- ---------
$ 291,213 $ 322,799
========= =========
<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
3
PINNACLE SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data; unaudited)
Three Months Ended Nine Months Ended
March 31, March 31,
2001 2000 2001 2000
--------- --------- --------- ---------
Net sales $ 71,419 $ 61,246 $ 209,227 $ 174,254
Cost of sales 35,537 27,960 111,447 80,674
--------- --------- --------- ---------
Gross profit 35,882 33,286 97,780 93,580
--------- --------- --------- ---------
Operating expenses:
Engineering and product development 8,634 7,447 24,961 19,660
Sales and marketing 17,226 14,699 49,498 40,244
General and administrative 3,773 4,212 11,866 9,181
Amortization of goodwill and intangibles 7,733 4,757 23,055 11,839
Acquisition settlement (214) -- 13,399 --
In-process research and development -- 1,100 -- 3,100
--------- --------- --------- ---------
Total operating expenses 37,152 32,215 122,779 84,024
--------- --------- --------- ---------
Operating income (loss) (1,270) 1,071 (24,999) 9,556
Interest income and other, net 438 952 1,414 2,564
--------- --------- --------- ---------
Income (loss) before income taxes (832) 2,023 (23,585) 12,120
Income tax expense -- 354 -- 2,273
--------- --------- --------- ---------
Net income (loss) $ (832) $ 1,669 $ (23,585) $ 9,847
========= ========= ========= =========
Net income (loss) per share
Basic $ (0.02) $ 0.03 $ (0.46) $ 0.21
========= ========= ========= =========
Diluted $ (0.02) $ 0.03 $ (0.46) $ 0.18
========= ========= ========= =========
Shares used to compute net income (loss) per share
Basic 51,079 48,655 50,968 47,703
========= ========= ========= =========
Diluted 51,079 56,424 50,968 54,691
========= ========= ========= =========
<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
4
PINNACLE SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands; unaudited)
Three Months Ended Nine Months Ended
March 31, March 31,
2001 2000 2001 2000
-------- -------- -------- --------
Net income (loss) $ (832) $ 1,669 $(23,585) $ 9,847
Foreign currency translation adjustment (3,392) (337) (7,000) (1,403)
-------- -------- -------- --------
Comprehensive income (loss) $ (4,224) $ 1,332 $(30,585) $ 8,444
======== ======== ======== ========
<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
5
PINNACLE SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands; unaudited)
Nine Months Ended March 31,
2001 2000
-------- --------
Cash flows from operating activities:
Net income (loss) $(23,585) $ 9,847
Adjustments to reconcile net income to net cash provided by (used in)
operating activities:
In-process research and development -- 3,100
Acquisition settlement - equity portion 11,482 --
Depreciation and amortization 27,690 15,050
Deferred taxes 376 (1,442)
Changes in operating assets and liabilities:
Accounts receivable (12,831) (6,174)
Inventories (12,315) (10,055)
Accounts payable (5,579) 3,629
Accrued expenses (1,491) 2,610
Other (2,110) (2,394)
-------- --------
Net cash provided by (used in) operating activities (18,363) 14,171
-------- --------
Cash flows from investing activities:
Purchases of property and equipment (3,972) (7,234)
Acquisition payments, net of cash acquired (7,278) (12,526)
Proceeds from maturity of marketable securities, net of purchases 23,712 24,191
-------- --------
Net cash provided by investing activities 12,462 4,431
-------- --------
Cash flows from financing activities:
Purchase of treasury stock (6,508) --
Payments on note payable -- (163)
Proceeds from issuance of common stock 4,099 9,928
-------- --------
Net cash provided by (used in) financing activities (2,409) 9,765
-------- --------
Effects of exchange rate changes on cash (2,764) 1,642
-------- --------
Net increase (decrease) in cash and cash equivalents (11,074) 30,009
Cash and cash equivalents at beginning of period 58,433 48,654
-------- --------
Cash and cash equivalents at end of period $ 47,359 $ 78,663
======== ========
Supplemental disclosures of cash paid during the period for:
Income taxes $ 2,245 $ 83
======== ========
Interest $ 2 $ --
======== ========
Non-cash transactions:
Common stock issued in business acquisitions $ -- $ 40,900
======== ========
<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
6
Notes To Condensed Consolidated Financial Statements (unaudited)
1. General
The accompanying unaudited condensed consolidated financial statements
include the accounts of Pinnacle Systems, Inc. and its wholly owned subsidiaries
("Pinnacle" or the "Company"). Intercompany transactions and related balances
have been eliminated in consolidation. These financial statements have been
prepared in conformity with accounting principles generally accepted in the
United States of America for interim financial information and in accordance
with the instructions of Form 10-Q and Rule 10 of Regulation S-X. The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amount of assets and
liabilities and disclosure of contingent assets and liabilities at the dates of
the financial statements and the reported amounts of revenues and expenses
during the reported periods. The most significant estimates included in these
financial statements include accounts receivable and sales allowances, inventory
valuation and the income tax valuation allowance. Actual results could differ
from those estimates. These condensed consolidated financial statements reflect
all adjustments that, in the opinion of management, are necessary for a fair
statement of the consolidated financial position, results of operations and cash
flows as of and for the interim periods. Such adjustments consist of items of a
normal recurring nature. Certain information or footnote disclosures normally
included in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been
condensed or omitted pursuant to the rules and regulations of the Securities and
Exchange Commission ("SEC").
The condensed consolidated financial statements included herein should
be read in conjunction with the consolidated financial statements and notes
thereto, which include information as to significant accounting policies, for
the fiscal year ended June 30, 2000 included in the Company's Annual Report on
Form 10-K as filed with the SEC on September 28, 2000. Results of operations for
interim periods are not necessarily indicative of results for a full year.
Currency Translation
The Company considers the functional currency of its foreign
subsidiaries to be the local currency. These functional currencies are
translated into U.S. dollars using exchange rates in effect at period end for
assets and liabilities and average exchange rates during each reporting period
for the results of operations. Adjustments resulting from the translation of
foreign subsidiary financial statements are reported within accumulated other
comprehensive losses which is reflected as a separate component of shareholders'
equity. Foreign currency transaction gains and losses are included in results of
operations.
Comprehensive Income (Loss)
The Company's comprehensive income (loss) includes net income (loss)
and foreign currency translation adjustments.
Derivative Instruments and Hedging Activities
As of July 1, 2000, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 133 "Accounting for Derivative Instruments and
Hedging Activities." SFAS No. 133 establishes accounting and reporting standards
for derivative instruments and for hedging activities. The adoption of SFAS No.
133 did not have a material effect on the Company's financial position or
results of operations.
7
Recent Accounting Pronouncements
In December 1999, the SEC released Staff Accounting Bulletin ("SAB")
No. 101 "Revenue Recognition in Financial Statements." SAB No. 101 summarizes
certain of the SEC's views in applying accounting principles generally accepted
in the United States of America to revenue recognition. The Company will adopt
SAB No. 101 in the fourth quarter of fiscal 2001. The Company is in the process
of assessing the impact, if any, that the adoption of SAB No. 101 will have on
its financial position or results of operations.
In March 2000, the FASB issued Interpretation No. 44 "Accounting for
Certain Transactions Involving Stock Compensation: an Interpretation of APB
Opinion No. 25" ("FIN 44"). This interpretation clarifies the application of
Opinion 25 for certain issues including: (a) the definition of employee for
purposes of applying Opinion 25, (b) the criteria for determining whether a plan
qualifies as a non-compensatory plan, (c) the accounting consequence of various
modifications to the terms of a previously fixed stock option or warrant, and
(d) the accounting for an exchange of stock compensation awards in a business
combination. The Company adopted FIN 44 on July 1, 2000. The adoption of FIN 44
did not have a material effect on the Company's financial position or results of
operations.
In July 2000, the Emerging Issues Task Force ("EITF") reached a
consensus on Issue No. 00-10, "Accounting for Shipping and Handling Fees and
Costs." The EITF concluded that amounts billed to a customer related to shipping
and handling represent revenues. Issue No. 00-10 will be implemented in the same
quarter as SAB No. 101. The Company does not expect the adoption of Issue No.
00-10 to have a material impact on its financial position or results of
operations.
In May 2000, the EITF reached a consensus on Issue No. 00-14,
"Accounting for Certain Sales Incentives." Issue No. 00-14 addresses the
recognition, measurement, and income statement classification for sales
incentives offered voluntarily by a vendor without charge to customers that can
be used in, or that are exercisable by a customer as a result of a single
exchange transaction. Issue No. 00-14 will be implemented in the same quarter as
SAB No. 101. The Company does not expect the adoption of Issue No. 00-14 to have
a material impact on its financial position or results of operations.
2. Acquisitions
(a) Minerva Networks, Inc. - DVD authoring technology
On December 29, 2000, the Company acquired DVD authoring technology
from Minerva Networks, Inc. ("Minerva"), a leading provider of professional and
consumer video networking solutions that enable the convergence of television
and the Internet. The technology acquired from Minerva includes the Impression
family of DVD application software, DVD formatting software and associated
intellectual property. Intangibles are being amortized using the straight-line
method over a three-year period. In December 2000, the Company paid $2.3 million
in cash for Minerva's DVD authoring technology. The Company paid an additional
$0.4 million in March 2001 for Minerva's DVD authoring technology, pursuant to
an amendment in January 2001. The amendment increased the purchase price of the
technology acquired by Pinnacle Systems from Minerva. The amendment was entered
into by both parties as a result of both parties agreeing that an error had been
make in the original calculation of the value of the acquired technology. Both
parties agreed on a modified calculation and amended the purchase agreement
accordingly. Pinnacle also incurred approximately $0.1 million in transaction
costs.
(b) Pro Forma Financial Information
The following unaudited pro forma results of operations for the
three-month and nine-month periods ended March 31, 2000 are as if the
acquisitions of Synergy, Inc., Puffin Designs, Inc., Digital Editing Services,
Inc., Montage Group, Ltd., Propel Ahead, Inc., Avid Sports, Inc., as discussed
in the Company's Form 10-K for the year ended June 30, 2000 which occurred
during the period ended June 30, 2000, had occurred at
8
the beginning of fiscal 2000, after giving effect to certain adjustments,
including amortization of goodwill and related income tax effects. The pro forma
information excludes charges for acquired in-process research and development.
The pro forma information has been prepared for comparative purposes only and is
not indicative of what operating results would have been if the acquisitions had
taken place at the beginning of fiscal 2000 or of future operating results.
Three Months Ended Nine Months Ended
(In thousands, except per share data) March 31, 2000 March 31, 2000
----------------- -----------------
Net sales $ 68,229 $ 192,351
Net income $ 194 $ 4,276
Basic net income per share $ 0.00 $ 0.09
Diluted net income per share $ 0.00 $ 0.08
3. Per Share Information
The following tables reconcile the denominator of the basic and diluted earnings
per share computations shown on the Condensed Consolidated Statements of
Operations:
Three Months Ended Nine Months Ended
March 31, March 31,
(In thousands) 2001 2000 2001 2000
------ ------ ------ ------
Basic EPS - weighted average shares of common
stock outstanding 51,079 48,655 50,968 47,703
Effect of dilutive securities - stock
options and warrants outstanding -- 7,769 -- 6,988
------ ------ ------ ------
Diluted EPS - weighted average shares and dilutive
securities outstanding 51,079 56,424 50,968 54,691
====== ====== ====== ======
The Company excludes potentially dilutive securities from its diluted
net income (loss) per share computation when either the Company reports a net
loss or the exercise price of the securities exceeds the average fair value of
the Company's common stock because the effect would be anti-dilutive. For the
three-month and nine-month periods ended March 31, 2001, the Company excluded
options to purchase 8,845,257 and 9,420,743 shares of common stock,
respectively, from the diluted earnings per share computation as their inclusion
would have been anti-dilutive.
For the three-month and nine-month periods ended March 31, 2001, the
Company excluded an estimated share count for the contingent shares associated
with the Avid Sports settlement and employee stock options to purchase 4,016,100
and 4,132,965 shares of common stock, respectively, from the diluted earnings
per share computation, as the Company experienced a net loss in that period, and
as such, their inclusion would have been anti-dilutive (see Note 7).
4. Segment Information
Prior to July 1, 2000, the Company's organizational structure was based
on three strategic business groups that sold various products into the Company's
principle markets. These business groups equated to three reportable segments:
Broadcast, Desktop, and Consumer. Beginning on July 1, 2000, the Company
reorganized and implemented a plan to divide the operations of the Company into
three distinct divisions: Broadcast Solutions, Professional .Media and Personal
Web Video. The reorganization was performed to provide a structure that would
meet the growing demands of the Company and to provide divisional managers the
ability to focus and manage their own operations and resources. Prior to this,
resources for sales, marketing, operations and logistics were managed
9
independently outside of the business groups. The reorganization also provided
the Company an opportunity to re-evaluate its product offerings and better align
them within its distribution channels.
The Company's senior management evaluates the performance of these
divisions based on revenues, gross profit, and operating income before income
taxes, interest income, interest expenses, and other income, excluding the
effects of nonrecurring charges. Nonrecurring charges include in-process
research and development and amortization of goodwill and other intangibles
related to the Company's acquisitions. Operating results also include
allocations of certain corporate expenses.
The following is a summary of the Company's operations by operating
segment for the three-month and nine-month periods ended March 31, 2001 and
2000. Only revenue information is provided on a comparative basis. Due to the
reorganization of the Company and the addition and realignment of operational
departments and personnel, restatement of prior years' segment results would be
impractical.
(In thousands) Three Months Ended Nine Months Ended
March 31, March 31,
2001 2000 2001 2000
-------- -------- -------- --------
Broadcast Solutions:
Revenues $ 27,944 $ 22,628 $ 75,195 $ 58,987
Gross profit 15,448 39,087
Operating income $ 2,512 $ 1,651
Professional .Media:
Revenues $ 12,402 $ 10,100 $ 38,686 $ 33,003
Gross profit 6,398 19,419
Operating income $ 256 $ 536
Personal Web Video:
Revenues $ 31,073 $ 28,518 $ 95,346 $ 82,264
Gross profit 14,036 39,274
Operating income $ 3,570 $ 9,737
Consolidated:
Revenues $ 71,419 $ 61,246 $209,227 $174,254
Gross profit 35,882 97,780
Operating income $ 6,338 $ 11,924
The following table reconciles operating income to total consolidated amounts
(in thousands):
Three Months Nine Months
Ended Ended
March 31, March 31,
2001 2001
-------- --------
Total operating income for reportable segments $ 6,338 $ 11,924
Unallocated expenses:
Amortization of acquisition intangibles (7,733) (23,055)
Reorganization expenses and other (89) (469)
Acquisition settlement 214 (13,399)
-------- --------
Consolidated operating loss $ (1,270) $(24,999)
======== ========
10
5. Customers and Credit Concentrations
During the nine months ended March 31, 2001 and 2000, no one customer
accounted for more than 10% of net sales or accounts receivable.
6. Related Parties
Bell Microproducts Inc. ("Bell") performs certain services and builds
certain products for the Company. A director of the Company is also a director
of Bell. During the three months ended March 31, 2001 and 2000, the Company
purchased materials from Bell totaling $1,328,000 and $1,558,000, respectively.
During the nine months ended March 31, 2001 and 2000, the Company purchased
materials from Bell totaling $4,567,000 and $2,772,000, respectively.
7. Commitments and Contingencies
On July 18, 2000, a lawsuit entitled Jiminez v. Pinnacle Systems, Inc.
et al., No. 00-CV-2596 was filed in the United States District Court for the
Northern District of California against the Company and certain officer and
director defendants. The action is a putative class action and alleges that
defendants violated the federal securities laws by making false and misleading
statements concerning the Company's business prospects during an alleged class
period of April 18, 2000 through July 10, 2000. The complaint does not specify
damages. The Company is defending the case vigorously, and recently moved to
dismiss the complaint. In a written order dated May 7, 2001, the court dismissed
the complaint and allowed the plaintiffs to file an amended complaint. The
plaintiffs have 45 days to file an amended complaint.
On August 29, 2000, a lawsuit entitled Athle-Tech Computer Systems,
Incorporated v. Montage Group, Ltd. and Digital Editing Services, Inc.,
wholly-owned subsidiaries, No. 00-005956-C1-021 was filed in the Sixth Judicial
Circuit Court for Pinellas County, Florida (the "AT Claim"). The AT Claim
alleges that Montage breached a purported software development agreement between
Athle-Tech Computer Systems, Incorporated ("AT") and Montage (the "AT
Agreement"). The AT Claim also alleges that DES intentionally interfered with
AT's claimed rights with respect to the purported AT Agreement and was unjustly
enriched as a result. Finally, the AT Claim requests that the court impose a
constructive trust on at least 50% of the proceeds of the purported AT Agreement
and render a declaratory judgment in favor of AT. The Company has engaged
counsel to defend the AT Claim. Pinnacle believes it has meritorious defenses
and is vigorously defending AT's claim.
On June 30, 2000, the Company acquired all the outstanding common stock
of Avid Sports, Inc., a leading provider of sports editing and online sports
media management solutions ("ASports"). On September 30, 2000, the Company
entered into an agreement with the former shareholders and option holders of
ASports wherein Pinnacle agreed to compensate each of them if the closing price
of Pinnacle's common stock does not equal or exceed $23 per share for four
consecutive trading days prior to May 31, 2001. If Pinnacle's share price does
not reach this level, the value of the compensation to be paid shall be equal to
the number of shares issued and options assumed in the acquisition (944,213 and
138,158, respectively) multiplied by the difference between Pinnacle's average
closing stock price during the month of May, 2001 and $23 per share. Former
shareholders of ASports would be compensated in shares of Pinnacle's common
stock while the former option holders will be compensated in cash. On September
30, 2000, the Company recorded a charge of $13.3 million that represents the
fair value of the arrangement on September 30, 2000 including $0.1 million in
transaction fees. On December 31, 2000, the Company recorded an additional $0.4
million charge associated with this obligation. On March 31, 2001, the Company
recorded a credit of $0.2 million associated with this obligation. As of March
31, 2001, the Company had recorded a liability of $1.9 million that represents
the fair value of the liability to the option holders with the remaining $11.5
million recorded as an increase in common stock. The value assigned was
determined by an independent appraiser using a methodology based on the
Black-Scholes option pricing model.
The Company is engaged in certain legal actions arising in the ordinary
course of business. The Company believes it has adequate legal defenses and
believes that the ultimate outcome of these actions will not have a material
effect on the Company's consolidated financial position or results of operations
or liquidity, although there can be no assurance as to the outcome of such
litigation.
11
8. Stock Repurchase
On July 25, 2000 the Company announced that the Board of Directors had
authorized the repurchase of up to 3.0 million shares of the Company's common
stock. As of March 31, 2001, the Company had repurchased a total of 0.8 million
shares of its common stock at a cost of $6.5 million. Approximately 2.2 million
shares remain authorized for repurchase.
9. Subsequent Events
On April 26, 2001, Pinnacle Systems announced the issuance of an
aggregate of 2,315,218 shares of common stock to the former shareholders of
Montage Group, Ltd. ("Montage") pursuant to the earnout provisions of the Stock
Acquisition Agreement dated April 6, 2000 by and among Pinnacle Systems, Montage
and David Engelke, Seth M. Haberman and Simon V. Haberman (collectively, the
"Shareholders"). The shares were issued in accordance with Pinnacle's election
to buyout in their entirety the earnout payments otherwise payable to the
Shareholders for the twelve-month earnout periods ending on each of April 5,
2001 and April 5, 2002. The value of the shares issued on April 6, 2001 was
approximately $20,500,000, which the Company has recorded as goodwill associated
with the acquisition of Montage, which is being amortized using the strait-line
method over a five-year period.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Certain Forward-Looking Information
Certain statements in this Report constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995 (the "Reform Act"), including the last sentence of the second paragraph
under "Commitments and Contingencies" relating to the AT Claim, the second
sentence of the fourth paragraph under "Commitments and Contingencies" relating
to legal actions arising in the ordinary course of business, the last sentence
of the second paragraph under "Results of Operations" relating to international
sales, the last sentence in the fourth paragraph under "Results of Operations"
relating to engineering and product development resources, the last sentence in
each of the third and fourth paragraphs under "Recent Accounting Pronouncements"
regarding the adoption of certain accounting standards, the last sentence in the
first paragraph under "Liquidity and Capital Resources" relating to capital
resources, the last sentence in the fourth paragraph under Liquidity and Capital
Resources" relating to cash proceeds from stock option securities, the third
sentence in the first paragraph under "Quantitative and Qualitative Disclosures
About Market Risk" relating to foreign currencies, the third sentence in the
first paragraph under "Fixed Income Investments" regarding the Company's
investment portfolio and the fifth sentence in the second paragraph under "Fixed
Income Investments" regarding market and credit risk. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of the Company,
or industry results, to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. Such factors include, among other things, the following: the
Company's ability to manage growth; the risks associated with current economic
and market conditions; the risks associated with excess or obsolete inventory;
the risks associated with dependence on a few significant customers; the risks
associated with successfully integrating acquired businesses; the risks
associated with dependence on resellers, contract manufacturers and other
third-party relationships; the uncertainty of continued market acceptance of
professional video products; significant fluctuations in the Company's operating
results; the historical absence of backlog; the Company's highly competitive
industry and rapid technological change within the Company's industry; the risks
associated with development and introduction of new products; the need to manage
product transitions; the risks associated with product defects and reliability
problems; the risks associated with single source suppliers; the uncertainty of
patent and proprietary technology protection and reliance on technology licensed
from third parties; the risks of third party claims of infringement; the
Company's dependence on retention and attraction of key employees; the risks
associated with future acquisitions; the risks associated with international
licensing and
12
operations; general economic and business conditions; and other factors
referenced in this Report.
Overview
Pinnacle Systems, Inc. ("Pinnacle" or the "Company") is a supplier of
video authoring, storage, distribution and Internet streaming solutions for
broadcasters, business and professional "desktop" users, and consumers.
Pinnacle's products are used to create, store, and distribute video content from
television programs, TV commercials, pay-per-view, sports videos, corporate
films to home movies. In addition, Pinnacle's products are increasingly being
used to stream video over the Internet. Expanding distribution channels
including cable television, direct satellite broadcast, video-on-demand, digital
video disks (DVD) and the Internet have led to a rapid increase in demand for
video content. This increasing demand for content to supply new and existing
distribution channels is driving a need for affordable, easy-to-use video
creation, storage, distribution and streaming tools.
The Company's products use real time video processing and editing
technologies to apply a variety of video post-production and on-air functions to
multiple streams of live or recorded video material. These editing applications
include the addition of special effects, graphics and titles. In order to
address the broadcast market, the Company offers high performance, specialized
computer based solutions for high-end, production, post-production, team sports
analysis, broadcast on-air and Internet streaming applications. For the
professional desktop market, the Company provides computer-based video editing
and media creation products, products used to create video content and solutions
used to stream live and recorded video over the Internet. In order to address
the consumer marketplace, the Company offers low cost, easy to use video editing
and viewing solutions that allow consumers to view TV on their computer and to
edit their home videos using a personal computer, camcorder and VCR. Many of the
Company's consumer products enable content to be created that is suitable for
the Internet. In order to focus resources to address the needs of these markets,
Pinnacle has structured itself into three distinct divisions: Broadcast
Solutions Division, Professional .Media Division and the Personal Web Video
Division.
Broadcast Solutions Division
The Broadcast Solutions Division ("Broadcast") currently offers
products that provide systems solutions to broadcasters. This includes products
that provide real time digital effects, still image management and storage, and
real time video character generation. Pinnacle also sells digital video servers
for on-air video content distribution. These products generally include
proprietary hardware and software and specialized control surfaces for rapid
execution, especially for on-air applications. The primary broadcast products
sold during fiscal 2000 were the DVExtreme, Lightning, Deko and Thunder and the
Media Stream family of products. In addition, the Company sells BroadNet
solutions, which is a network technology that enables the Company's broadcast
products to be networked together for easy interoperability, and to exchange
information through the Internet. In August 1999, the Company completed the
acquisition of certain assets of the Video Communications Division of the
Hewlett-Packard Company. The acquisition included key technologies, intellectual
property, the MediaStream server family of products as well as most managers and
employees from that division. The MediaStream server family complements the
Company's Thunder family, to provide a more complete line of broadcast quality
video-server solutions.
During the fiscal year ended June 30, 2000, the Company acquired
Digital Editing Services, Inc. and Avid Sports, Inc. These companies supply
sports editing software used by professional and school teams around the world.
Combined, these businesses give Pinnacle a leading position in this important
video market. In addition, Pinnacle acquired Montage, a provider of networked
non-linear editing solutions including VorteXNews(TM) which gives users the
ability to process, edit, store, broadcast and stream to the Internet live news
13
and sports content entirely in the digital domain. These products are expected
to form the basis of Broadcast's Totally Networked News(TM) solutions family to
create powerful and comprehensive media management, editing and streaming
solutions for broadcasters and sports organizations.
In September 2000, Broadcast began shipping the PDS 9000 video
production switcher. The PDS 9000 was designed for broadcasters producing live
video events such as news, sports and local interest programming. In February
2000, the Company introduced MediaStream 300, the newest member of the
MediaStream family. The MediaStream 300 offers the high quality, reliable
playback and the comprehensive networking needed by today's broadcasters in an
extremely compact, two-rack-unit package that is more affordable and more space
efficient than previous MediaStream servers. In March 2000, the Company began
shipping Rocket for FXDeko, a template-based tool that allows the generation of
real-time 3D elements that can be automatically updated by live data streams.
Broadcast accounted for approximately 39.1% and 36.9% of net sales in
the three-month periods ended March 31, 2001 and 2000, respectively and 35.9%
and 33.9% of net sales in the nine-month periods ended March 31, 2001 and 2000,
respectively.
Professional .Media Division
The Professional .Media Division ("Media") designs, manufactures, and
sells media creation and delivery solutions combining powerful media production,
editing, and authoring tools with leading edge visual effects solutions. Media
enables its customers to distribute rich integrated media content through
traditional and new, Internet-based, delivery methods. By combining the power of
the Internet with Pinnacle's rich media production and editing solutions
heritage, Media offers customers new ways to create value for their clients.
Media includes Pinnacle's webcasting solutions that emphasize the Company's goal
to be a leading provider of solutions for the Internet media-streaming
marketplace. Media's product offerings include Genie, Reeltime, DVD 2000,
Commotion, StreamGenie, StreamFactory, and the TARGA family of products.
In March 2000, the Company acquired Puffin Designs, Inc. ("Puffin"), a
provider of content creation solutions. Puffin sells an advanced set of software
tools that includes Commotion(TM), an all-in-one solution that combines the
power of the paintbrush with intuitive compositing and effects tools to deliver
superior performance on the desktop. Commotion 3.0 began shipping in June 2000.
Also in June 2000, the Company began shipping TARGA 3000, the Company's newest
content creation and streaming platform. TARGA 3000 allows users to choose
processing in DV, MPEG-2 or true uncompressed digital 601 format, and enables
them to mix these formats on a single timeline. In October 2000, the Company
announced the availability of CineWave, an uncompressed standard-definition (SD)
video solution available for Apple's Power Mac G4. Based on the award winning
TARGA architecture, CineWave is a powerful solution for the Power Mac G4. In
January 2001, the Company announced the availability of the Cinewave HD
(high-definition) option, an HD system for non-linear editing and
post-production on the Power Mac G4.
For its class of webcasting solutions, Media offers StreamGenie, a
portable Webcasting solution for streaming live video programming over the
Internet. The Company began shipping StreamGenie in June 2000. In March 2000,
the Company announced the StreamFactory(TM) Web Media Encoder that targets
Internet broadcasters who require real-time web encoding of live or previously
produced content. The Company began shipping StreamFactory in December 2000.
Media accounted for approximately 17.4% and 16.5% of net sales in the
three-month periods ended March 31, 2001 and 2000, respectively and 18.5% and
18.9% of net sales in the nine-month periods ended March 31,2001 and 2000,
respectively.
14
Personal Web Video Division
The Personal Web Video Division ("Web") combines the Company's high-end
professional video product line with its consumer retail products. Professional
products, targeted to the sophisticated end-user, are designed to provide high
quality video capture, compression and decompression, editing and real time
video manipulation capabilities for computer based video post-production
systems. Professional products are integrated into the computer by a value-added
reseller ("VAR"), an OEM, or the end user. The Company also maintains alliances
with computer manufacturers such as Dell and Compaq to provide professional
workstations using Pinnacle solutions. Web's class of professional video capture
and editing products includes miroVIDEO DC30, DC1000 and the DV500. Web's lower
end consumer products provide complete video editing solutions that allow
consumers to edit their home videos using their personal computer (PC),
camcorder and VCR. Web recently announced a solution for capturing, editing and
sharing video over the Internet. Web also sells products that allow consumers to
watch TV, listen to FM radio and create their own videos on a PC. Web's consumer
product line includes Studio DC10, Studio MP10, Studio PCTV and PCTV USB and
Studio DV. Price points of consumer products are currently the lowest of all the
Company's product lines and are marketed as computer peripherals.
In September 2000, the Company announced Studio OnLine, one of the
first consumer products to offer a complete integrated solution for capturing,
editing and sharing video over the Internet. Studio OnLine comes with Pinnacle's
powerful and easy-to-use video editing Studio software. The Company initiated
shipment of Studio OnLine in January 2001. In October 2000, the Company
announced immediate availability of Studio Basic for RealVideo(R), an
easy-to-use video editing software for creating RealNetworks(R) RealVideo
content. This product is the result of an alliance between Pinnacle and
RealNetworks, Inc. In February 2001, the Company announced DV500PLUS, one of the
first real-time DV editing products to fully support the new features of Adobe
Premiere 6.0.
Web's products are mostly distributed directly to retail outlets,
through retail distributors such as Ingram Micro, to VARs, and other resellers.
Web also sells directly to end-users by accepting orders via the telephone and
Internet.
Web accounted for approximately 43.5% and 46.6% of net sales in the
three-month periods ended March 31, 2001 and 2000, respectively, and 45.6% and
47.2% of net sales in the nine-month periods ended March 31, 2001 and 2000,
respectively.
Results of Operations
Net Sales. Net sales increased 16.6% to $71.4 million in the
three-month period ended March 31, 2001, from $61.2 million in the same period
last year. Net sales increased 20.1% to $209.2 million in the nine-month period
ended March 31, 2001, from $174.3 million in the same period last year. Net
sales increased in all three divisions. Broadcast Solutions sales increased
23.5% and 27.5% during the three-month and nine-month periods ended March 31,
2001, respectively, as compared to the same period in the prior year. The
increase in Broadcast sales was primarily due to the sale of products obtained
through the acquisition of ASports, DES, and Montage. Broadcast sales also
benefited from increased sales of its Deko line and revenues generated from
sales of its new production switcher, the PDS 9000. Media sales increased 22.8%
and 17.2% during the three-month and nine-month periods ended March 31, 2001,
respectively, as compared to the same period in the prior year. This increase
was due mostly to sales of Media's recent product releases which include the
TARGA line, Stream Genie, and Stream Factory. In the Personal Web Video
division, sales increased 9.0% and 15.9% during the three-month and nine-month
periods ended March 31, 2001, respectively, as compared to the same period in
the prior year. This increase was due primarily to new product releases in the
Studio line. In addition, sales of Studio DV outgrew a decline in sales of other
Studio products including the Studio 400, MP10, and DC10. Following is a summary
of revenues from each division:
15
Three-months ended March 31: 2001 % 2000 % Increase
-------- ------- -------- ------- ------
Division:
Broadcast Solutions $27,944 39.1% $22,628 36.9% 23.5%
Professional .Media 12,402 17.4% 10,100 16.5% 22.8%
Personal Web Video 31,073 43.5% 28,518 46.6% 9.0%
-------- ------- -------- ------- ------
$71,419 100.0% $61,246 100.0% 16.6%
-------- ------- -------- ------- ------
Nine-months ended March 31: 2001 % 2000 % Increase
-------- ------- -------- ------- ------
Division:
Broadcast Solutions $ 75,195 35.9% $ 58,987 33.9% 27.5%
Professional .Media 38,686 18.5% 33,003 18.9% 17.2%
Personal Web Video 95,346 45.6% 82,264 47.2% 15.9%
-------- ------- -------- ------- ------
$209,227 100.0% $174,254 100.0% 20.1%
-------- ------- -------- ------- ------
International sales (sales outside of North America) increased 2.6% in
the three-month period ended March 31, 2001 compared to the three-month period
ended March 31, 2000 and accounted for approximately 54.8% and 62.2% of the
Company's net sales, respectively. International sales increased 18.4% in the
nine-month period ended March 31, 2001 compared to the nine-month period ended
March 31, 2000 and accounted for approximately 55.6% and 56.4% of the Company's
net sales, respectively. The Company expects that international sales will
continue to represent a significant portion of its total net sales.
Gross Profit. Pinnacle distributes and sells its products to end users
through the combination of independent domestic and international dealers and
VARs, retail distributors, OEMs and, to a lesser extent, a direct sales force.
Sales to dealers, VARs, distributors and OEMs are generally at a discount to the
published list prices. The amount of discount, and consequently, the Company's
gross profit, varies depending on the product, the channel of distribution, the
volume of product purchased, and other factors. In addition to direct material
costs, cost of sales consists primarily of costs related to the procurement of
components and subassemblies, labor and overhead associated with procurement,
assembly and testing of finished products, inventory management, warehousing,
shipping, warranty costs, royalties and provisions for excess and shrinkage. In
the three-month period ended March 31, 2001, total blended gross profit
decreased to 50.2% from 54.3% in the three-month period ended March 31, 2000. In
the nine-month period ended March 31, 2001, total blended gross profit decreased
to 46.7% from 53.7% in the nine-month period ended March 31, 2000. Included in
the cost of sales for the nine months ended March 31, 2001 was a $2.5 million
inventory charge related to discontinued products and accessories primarily in
the Broadcast and Media divisions. Excluding the charge, blended gross profit
would have been 47.9% in the nine-month period ended March 31, 2001. The
decrease in margins was primarily reflected in the Broadcast division. Broadcast
margins dropped to 55.3% from 62.6% in the three-month periods ended March 31,
2001 and 2000, respectively. Excluding a $1.3 million portion of the inventory
charge, Broadcast margins dropped to 53.7% from 62.6% in the nine-month periods
ended March 31, 2001 and 2000, respectively. The decrease in Broadcast margins
was due to a decrease in service revenues, which generally provide more
favorable margins. Pinnacle's blended margin also decreased due to changes in
its overall mix of product sales.
Engineering and Product Development. Engineering and product development
expenses include costs associated with the development of new products and
enhancements of existing products and consist primarily of employee salaries and
benefits, prototype and development expenses, depreciation and facility costs.
Engineering and product development expenses increased 15.9% to $8.6 million in
the three-month period ended March 31, 2001 from $7.5 million in the same period
last year. Engineering and product development expenses increased 27.0% to $25.0
million in the nine-month period ended March 31, 2001 from $19.7 million in the
same period last year. As a percentage of sales, engineering and product
development expenses were 12.1% and 12.2% in the three-month periods ended March
31, 2001 and 2000, respectively, and were 11.9% and 11.3% in the nine-month
periods ended March 31, 2001 and 2000, respectively. The increase was due
16
primarily to the acquisitions of Puffin, DES, Montage, and ASports. Pinnacle
believes that investment in research and development is crucial to its future
growth and position in the industry and expects to continue to allocate
significant resources to all of its engineering and product development
locations throughout the world.
Sales and Marketing. Sales and marketing expenses include compensation
and benefits for sales and marketing personnel, commissions, travel, advertising
and promotional expenses including channel marketing funds and trade shows, and
professional fees for marketing services. Sales and marketing expenses increased
17.2% to $17.2 million in the three-month period ended March 31, 2001, from
$14.7 million in the same period last year. Sales and marketing expenses
increased 23.0% to $49.5 million in the nine-month period ended March 31, 2001,
from $40.2 million in the same period last year. The increase was due to
acquisitions of Puffin, DES, Montage, and ASports, expanded operations in Japan,
and increased expenditures in North America and Europe. These increases reflect
expenditures to achieve the Company's goal of increased sales and market share
and expanded product awareness in new and existing markets throughout the world.
As a percentage of sales, sales and marketing expenditures were 24.1% and 24.0%
in the three-month periods ended March 31, 2001 and 2000, respectively, and were
23.7% and 23.1% in the nine-month periods ended March 31, 2001 and 2000,
respectively. This increase reflects a growth in sales and marketing
expenditures exceeding incremental sales.
General and Administrative. General and administrative expenses consist
primarily of salaries and benefits for administrative, executive, finance and
MIS personnel, occupancy costs and other corporate administrative expenses.
General and administrative expenses decreased 10.4% to $3.8 million in the
three-month period ended March 31, 2001, from $4.2 million in the same period
last year. This decrease was due to lower legal and professional fees. General
and administrative expenses increased 29.2% to $11.9 million in the nine-month
period ended March 31, 2001, from $9.2 million in the same period last year. As
a percentage of total revenue, general and administrative expenses were 5.3% and
6.9% in the three-month periods ended March 31, 2001 and 2000, respectively, and
were 5.7% and 5.3% in the nine-month periods ended March 31, 2001 and 2000,
respectively. The increase in general and administrative expenses was primarily
due to the increased investment necessary to manage and support the Company's
increased scale of operations and the infrastructure related to the Company's
new business units. Other contributing factors were an increase in the bad debt
reserve due to higher receivables balances, and higher legal fees associated
with the class action lawsuit filed in July 2000. The increase also includes a
reorganization charge of approximately $342,000 primarily related to severance
and associated costs that were paid during the nine-month period ended March 31,
2001.
Amortization of Acquisition-Related Intangible Assets. Amortization of
acquisition-related intangible assets consists of amortization of goodwill and
identifiable intangible assets mostly including core/developed technology,
customer base, trademarks, favorable contracts and assembled workforce. These
assets are being amortized using the straight-line method over periods ranging
from three to nine years. The amortization increased 62.6% from $4.8 million in
the three-month period ended March 31, 2000 to $7.7 million in the three-month
period ended March 31, 2001. The amortization increased 94.7% from $11.8 million
in the nine-month period ended March 31, 2000 to $23.1 million in the nine-month
period ended March 31, 2001. The increase was primarily related to amortization
of additional goodwill and other intangibles resulting from the six acquisitions
Pinnacle made during fiscal 2000.
Acquisition Settlement. On September 30, 2000, the Company entered into
an agreement with the former shareholders and option holders of Avid Sports,
Inc. wherein Pinnacle agreed to compensate each of them if the closing price of
Pinnacle's common stock does not equal or exceed $23 per share for four
consecutive trading days prior to May 31, 2001. If Pinnacle's share price does
not reach this level, the value of the compensation to be paid shall be equal to
the number of shares issued and options assumed in the acquisition (944,213 and
138,158, respectively) multiplied by the difference between Pinnacle's average
closing stock price during the month of May, 2001 and $23 per share. Former
shareholders
17
of ASports would be compensated in shares of Pinnacle's common stock while the
former option holders would be compensated in cash. On September 30, 2000, the
Company recorded a charge of $13.3 million which represents the fair value of
the arrangement on September 30, 2000 including $0.1 million in transaction
fees. On December 31, 2000, the Company recorded an additional $0.4 million
charge associated with this obligation. On March 31, 2001, the Company recorded
a credit of $0.2 million associated with this obligation. As of March 31, 2001,
the Company has recorded a liability of $1.9 million which represents the fair
value of the liability to the option holders with the remaining $11.5 million
recorded as an increase in common stock. The value assigned was determined by an
independent appraiser using a methodology based on the Black-Scholes option
pricing model.
In-Process Research and Development. During the nine-month period ended
March 31, 2000, the Company recorded an in-process research and development
charge of $3.1 million. During the nine-month period ended March 31, 2001, the
Company did not record an in-process research and development charge. The $3.1
million charge during the nine-month period ended March 31, 2000 related to the
Company's acquisition of certain assets of the Video Communications Division of
the Hewlett-Packard Company ("VID") in August 1999 and Digital Editing Services,
Inc. and Puffin Designs, Inc. in March 2000. The acquired in-process research
and development from VID relates to the development of the next generation of
Media Stream products. During the three-month period ended March 31, 2000, the
Company recorded an in-process research and development charge of $1.1 million.
During the three-month period ended March 31, 2001, the Company did not record
an in-process research and development charge. The $1.1 million charge during
the three-month period ended March 31, 2000 related to Digital Editing Services,
Inc. and Puffin Designs, Inc. The value assigned to purchased in-process
research and development was determined by estimating the costs to develop the
purchased in-process research and development into commercially viable products;
estimating the resulting net cash flows from such projects; discounting the net
cash flows back to the time of acquisition and applying an attribution rate
based on the estimated percent complete considering the approximate stage of
completion of the in-process technology at the date of acquisition.
Interest Income and Other, net. Net interest income and other consists
primarily of interest income generated from the Company's investments in money
market funds, government securities and commercial paper. In the three-month
period ended March 31, 2001, interest income and other decreased approximately
54.0% to $0.4 million from $1.0 million in the same period last year. In the
nine-month period ended March 31, 2001, interest income and other decreased
approximately 44.9% to $1.4 million from $2.6 million in the same period last
year. The decrease reflects a reduction in the Company's cash and marketable
securities due to cash used in operations, cash paid for acquisitions, and cash
paid to repurchase common stock. In addition, cash invested by Pinnacle's
foreign operations obtains lower interest yields than investments made
domestically.
Income Tax Expense. Income taxes are comprised of federal, state and
foreign income taxes. The Company did not record a provision for income taxes
for the three-month and nine-month periods ended March 31, 2001. The Company
recorded a provision for income taxes of $0.4 million and $2.3 million for the
three-month and nine-month periods ended March 31, 2000. The Company has
provided a valuation allowance for a portion of its deferred tax assets as it is
presently unable to conclude that all of the deferred tax assets are more likely
than not to be realized. On June 30, 2000, the total valuation allowance was
$9.3 million.
As of June 30, 2000, the Company had federal and state net operating
loss carry forwards of approximately $13.9 million and $5.7 million,
respectively. The Company's federal net operating loss carry forwards expire in
the years 2012 through 2020, if not utilized. The Company's state net operating
loss expires in the years 2002 through 2005, if not utilized. In addition, the
Company had federal research and experimentation credit carry forwards of $3.1
million, which expire in the years 2001 through 2020, and state research and
experimentation credit carry forwards of $2.3 million, which have no expiration
provision.
Recent Accounting Pronouncements
In December 1999, the Securities and Exchange Commission ("SEC")
released Staff Accounting Bulletin ("SAB") No. 101 "Revenue Recognition in
Financial Statements". SAB No. 101 summarizes certain of the SEC's views in
applying accounting principles generally accepted in the United States of
America to revenue recognition. The
18
Company will adopt SAB No. 101 in the fourth quarter of fiscal 2001. The Company
is in the process of assessing the impact, if any, that the adoption of SAB No.
101 will have on its financial position or results of operations.
In March 2000, the FASB issued Interpretation No. 44 "Accounting for
Certain Transactions Involving Stock Compensation: an Interpretation of APB
Opinion No. 25" ("FIN 44"). This interpretation clarifies the application of
Opinion 25 for certain issues including: (a) the definition of employee for
purposes of applying Opinion 25, (b) the criteria for determining whether a plan
qualifies as a non-compensatory plan, (c) the accounting consequence of various
modifications to the terms of a previously fixed stock option or warrant, and
(d) the accounting for an exchange of stock compensation awards in a business
combination. The Company adopted FIN 44 on July 1, 2000. The adoption of FIN 44
did not have a material effect on the Company's financial position or results of
operations.
In July 2000, the Emerging Issues Task Force ("EITF") reached a
consensus on Issue No. 00-10, "Accounting for Shipping and Handling Fees and
Costs." The EITF concluded that amounts billed to a customer related to shipping
and handling represent revenues. Issue No. 00-10 will be implemented in the same
quarter as SAB No. 101. The Company does not expect the adoption of Issue No.
00-10 to have a material impact on its financial position or results of
operations.
In May 2000, the EITF reached a consensus on Issue No. 00-14,
"Accounting for Certain Sales Incentives." Issue No. 00-14 addresses the
recognition, measurement, and income statement classification for sales
incentives offered voluntarily by a vendor without charge to customers that can
be used in, or that are exercisable by a customer as a result of a single
exchange transaction. Issue No. 00-14 will be implemented in the same quarter as
SAB No. 101. The Company does not expect the adoption of Issue No. 00-14 to have
a material impact on its financial position or results of operations.
19
Liquidity and Capital Resources
The Company has funded its operations to date through sales of equity
securities as well as through cash flows from operations. As of March 31, 2001,
the Company's principal sources of liquidity included cash, cash equivalents and
marketable securities totaling approximately $47.4 million. The Company believes
that the existing cash and cash equivalent balances as well as marketable
securities and anticipated cash flow from operations will be sufficient to
support the Company's current operations and growth for the foreseeable future.
The Company's operating activities consumed $18.4 million in cash
during the nine months ended March 31, 2001. This was primarily attributable to
the increase in inventories and accounts receivable, and the paydown of accounts
payable and accrued expenses from operations and assumed through acquisitions.
The Company's operating activities generated $14.2 million in cash during the
nine months ended March 31, 2000. This was primarily attributable to the
Company's net income of $28.0 million after adjusting for depreciation,
amortization and in-process research and development. This was partially offset
by an increase in accounts receivable and inventories. Inventory management is
an area of focus as Pinnacle balances the need to maintain strategic inventory
levels to ensure competitive lead times and provide timely customer service
versus the risk of inventory obsolescence because of rapidly changing technology
and customer requirements.
During the nine-month period ended March 31, 2001, cash flow from
investing activities increased primarily due to the maturation of the Company's
investments in marketable securities, whose proceeds were used to fund
operations. Cash flow used in investing activities included $4.0 million
invested in property and equipment, compared to $7.2 million in the nine months
ended March 31, 2000. The high level of expenditures in the nine-month period
ended March 31, 2000 primarily reflects payments for leasehold improvements,
furniture and equipment purchased for the Company's Mountain View facility
expansion in August 1999 to accommodate increased headcount related to the VID
acquisition and to fund the Company's SAP implementation. Such capital
expenditures were financed from working capital. Cash flow from investing
activities also includes payments related to acquisitions. During the nine-month
period ended March 31, 2001, the Company paid $3.4 million in July 2000 for the
acquisition of Propel Ahead, Inc. which closed in June 2000, and $2.3 million in
December 2000 for the acquisition of DVD authoring technology from Minerva. The
Company paid an additional $0.4 million in March 2001 for the acquisition of DVD
authoring technology from Minerva. During the nine-month period ended March 31,
2000, the Company paid $12.6 million in August 2000 related to the VID
acquisition.
Cash flows used in financing activities consisted mostly of cash paid
to repurchase stock on the open market. On July 25, 2000 the Company announced
that the Board of Directors had authorized the repurchase of up to 3.0 million
shares of the Company's common stock. As of March 31, 2001, the Company
repurchased a total of 0.8 million shares of its common stock at a cost of $6.5
million. Approximately 2.2 million shares remain authorized for repurchase. Cash
flows from the exercise of employee stock options decreased from $9.9 million in
the nine-month period ended March 31, 2000 to $4.1 million in the nine-month
period ended March 31, 2001. This is due mainly to the drop in the market price
of the Company's common stock. The Company may continue to experience a decrease
in the cash proceeds from stock option exercises, and in employee stock
purchases pursuant to the plan, if the stock maintains a moderately low price
level.
20
Factors Affecting Operating Results
|X| There are various factors which may cause our net revenues and
operating results to fluctuate.
Our quarterly and annual operating results have varied significantly in
the past and may continue to fluctuate because of a number of factors, many of
which are outside our control. These factors include:
- Increased competition and pricing pressure
- Timing of significant orders from and shipments to major
customers, including OEM's and our large broadcast accounts.
- Timing and market acceptance of new products
- Success in developing, introducing and shipping new products
- Dependence on distribution channels through which our products are
sold
- Accuracy of our and our resellers' forecasts of end-user demand
- Accuracy of inventory forecasts
- Ability to obtain sufficient supplies from our subcontractors
- Timing and level of consumer product returns
- Foreign currency fluctuations
- Costs of integrating acquired operations
- General domestic and international economic conditions
We also experience significant fluctuations in orders and sales due to
seasonal fluctuations, the timing of major trade shows and the sale of consumer
products in anticipation of the holiday season. Sales usually slow down during
the summer months of July and August, especially in Europe. Also, we attend a
number of annual trade shows which can influence the order pattern of products,
including CEBIT in March, the NAB convention held in April and the IBC
convention held in September. Our operating expense levels are based, in part,
on our expectations of future revenue and, as a result, net income would be
disproportionately affected by a shortfall in net sales. Due to these factors,
we believe that quarter-to-quarter comparisons of our results of operations are
not necessarily meaningful and should not be relied upon as indicators of future
performance.
|X| We are dependent on contract manufacturers and single or limited
source suppliers for our components. If these manufacturers and suppliers do not
meet our demand either in volume or quality, we could be materially harmed.
We rely on subcontractors to manufacture our desktop and consumer
products and the major subassemblies of our broadcast products. We and our
manufacturing subcontractors are dependent upon single or limited source
suppliers for a number of components and parts used in our products, including
certain key integrated circuits. Our strategy to rely on subcontractors and
single or limited source suppliers involves a number of significant risks,
including:
- Loss of control over the manufacturing process
- Potential absence of adequate capacity
- Potential delays in lead times
- Unavailability of certain process technologies
- Reduced control over delivery schedules, manufacturing yields,
quality and costs
- Unexpected increases in component costs
If any significant subcontractor or single or limited source supplier
becomes unable or unwilling to continue to manufacture these subassemblies or
provide critical components in required volumes, we will have to identify and
qualify acceptable replacements or redesign our products with different
components. Additional sources may not be available and product redesign may not
be feasible on a timely basis. This could materially harm our business. Any
extended interruption in the supply of or increase in the cost of the products,
subassemblies or components manufactured by third party subcontractors or
suppliers could materially harm our business.
21
[X] Our revenues, particularly in the Broadcast Solutions Division, are
increasingly becoming dependent on large broadcast system sales to a few
significant customers. Our business and financial condition may be materially
adversely affected if sales are delayed or not completed within a given quarter
or if any of our significant customers terminate their relationship with us or
significantly reduce the amount of business they do with us.
We expect sales of large broadcast systems to a few significant
customers to continue to constitute a material portion of our net revenues. Our
quarterly and annual revenues could fluctuate significantly if:
- Sales to one or more of our significant customers are delayed or
are not completed within a given quarter.
- The contract terms preclude us from recognizing revenue during
that quarter.
- We are unable to provide any of our major customers with products
in a timely manner and on competitive pricing terms.
- Any of our major customers experience competitive, operational or
financial difficulties.
- Any of our major customers terminate their relationship with us
or significantly reduce the amount of business they do with us.
- Any of our major customers reduce their capital investments in
our products in response to slowing economic growth.
If we are unable to complete anticipated transactions within a given quarter,
our revenues may fall below the expectations of market analysts, and our stock
price could drop.
Also, when negotiating large sales transactions, many customers delay
negotiations until quarter-end in an effort to improve their ability to obtain
more favorable pricing terms. As a result, we recognize a substantial portion of
our revenues in the last month or weeks of a given quarter, and our revenues in
a given quarter depend substantially on orders booked during the last month or
weeks of a quarter. Due to the prevalence of end-of-month sales activity, if
certain sales can not be closed during those last weeks, sales may be deferred
until the following quarter. This may cause our quarterly revenues to fall below
analysts' expectations.
|X| We must retain key employees to remain competitive.
If certain of our key employees leave or are no longer able to perform
services for us, this could materially and adversely affect our business. We may
not be able to attract and retain a sufficient number of managerial personnel
and technical employees to compete successfully. We believe that the efforts and
abilities of our senior management and key technical personnel are very
important to our continued success. Our success is dependent upon our ability to
attract and retain qualified technical and managerial personnel. There are not
enough engineers, technical support, software services and managers available to
meet the current demands of the computer industry. We may not be able to retain
our key technical and managerial employees or attract, assimilate and retain
such other highly qualified technical and managerial personnel as are required
in the future. Also, employees may leave our employ and subsequently compete
against us, or contractors may perform services for competitors of ours. If we
are unable to retain key personnel, our business could be materially harmed.
|X| We have grown rapidly and expect to continue to grow rapidly. If we
fail to effectively manage this growth, our financial results could suffer.
We have experienced rapid growth and anticipate that we will continue
to grow at a rapid pace in the future. For example, in the nine-month period
ended March 31, 2001, net sales increased 20.1% over the same period last year.
Net sales in fiscal 2000 were $238.0 million compared to $159.1 million in
fiscal 1999, a 49.6% increase. As a result of internal growth and recent
acquisitions, we have increased the number of employees significantly over the
last two fiscal years and many of these new employees are geographically
dispersed, primarily throughout North America and Europe. This growth places
increasing demands on our management, financial and other resources. We have
built resources and systems to account for such growth, but continued or
accelerated growth may require us to increase our investment in such systems, or
to reorganize our management team. Such changes, should they occur, could cause
an interruption in, or diversion of focus from our core business activities and
have an adverse effect on financial results.
|X| Any failure to successfully integrate the businesses we have
acquired could negatively impact us.
In December 2000, we acquired DVD authoring technology from Minerva
Networks, Inc. In June 2000, we acquired Avid Sports, Inc. and Propel Ahead,
Inc. In April 2000, we acquired Montage Group, Ltd. In March 2000, we acquired
Digital Editing Services, Inc. and Puffin Designs, Inc. In January 2000, we
acquired Synergy, Inc. Also, in 1999, we acquired the Video Communications
Division of the Hewlett-Packard Company, Truevision, Inc. and Shoreline Studios,
Inc. We may in the near or long-term pursue additional acquisitions of
complementary businesses, products or technologies. Integrating acquired
operations is a complex, time-consuming and potentially expensive process. All
acquisitions involve risks that could materially and adversely affect our
business and operating results. These risks include:
- Distracting management from the day-to-day operations of our
business
- Costs, delays and inefficiencies associated with integrating
acquired operations, products and personnel
- The potential to result in a dilutive issuance of our equity
securities
- Incurring debt and amortization expenses related to goodwill and
other intangible assets
|X| Our stock price may be volatile.
The trading price of our common stock has in the past and could in the
future fluctuate significantly. The fluctuations have been or could be in
response to numerous factors including:
22
- Quarterly variations in results of operations
- Announcements of technological innovations or new products by us,
our customers or competitors
- Changes in securities analysts' recommendations
- Announcements of acquisitions
- Changes in earnings estimates made by independent analysts
- General fluctuations in the stock market
Our revenues and results of operations may be below the expectations of
public market securities analysts or investors. This could result in a sharp
decline in the market price of our common stock. In July 2000, we announced that
financial results for the fourth quarter of fiscal 2000, which ended June 30,
2000, would be lower than the then current analyst consensus estimates regarding
Pinnacle's quarterly results. In the day following this announcement, our share
price lost more than 59% of its value and our shares continue to trade in a
price range significantly lower than the range held by our shares before this
announcement.
With the advent of the Internet, new avenues have been created for the
dissemination of information. Pinnacle has no control over the information that
is distributed and discussed on electronic bulletin boards and investment chat
rooms. The motives of the people or organizations that distribute such
information may not be in the best interest of Pinnacle and its shareholders.
This, in addition to other forms of investment information including newsletters
and research publications, could result in a sharp decline in the market price
of our common stock.
In addition, stock markets have from time to time experienced extreme
price and volume fluctuations. The market prices for high technology companies
have been particularly affected by these market fluctuations and such effects
have often been unrelated to the operating performance of such companies. These
broad market fluctuations may cause a decline in the market price of our common
stock.
In the past, following periods of volatility in the market price of a
company's stock, securities class action litigation has been brought against the
issuing company. On July 18, 2000, a lawsuit entitled Jiminez v. Pinnacle
Systems, Inc., et al., No. 00-CV-2596 was filed in the United States District
Court for the Northern District of California against Pinnacle and certain
officer and director defendants.
We have publicly announced that we intend to defend the case vigorously
and are in the process of doing so. It is possible that additional similar
litigation could be brought against us in the future. The securities class
action lawsuit described above and any similar litigation which may be brought
against Pinnacle could result in substantial costs and will likely divert
management's attention and resources. Any adverse determination in such
litigation could also subject us to significant liabilities.
[X] Deteriorating market conditions and continued economic uncertainty
could materially adversely impact our revenues and growth rate.
As a result of recent unfavorable economic conditions and reduced
capital spending, individuals and companies have started to delay or reduce
expenditures, such as for our consumer products. The revenue growth and
profitability of our business depends primarily on the overall demand for our
products, particularly in the consumer and broadcast markets. Softening demand
for these products caused by ongoing economic uncertainty may result in
decreased revenues or earnings levels or growth rates. If the economic
conditions in the United States worsen or if a wider global economic slowdown
occurs, demand for our products may weaken, and our business, operating results,
financial conditions and stock price may be materially adversely affected as a
result.
|X| If our products do not keep pace with the technological
developments in the rapidly changing video post-production equipment industry,
our business may be materially adversely affected.
The video post-production equipment industry is characterized by
rapidly changing technology, evolving industry standards and frequent new
product introductions. The introduction of products embodying new technologies
or the emergence of new industry standards can render existing products obsolete
or unmarketable. Delays in the introduction or shipment of new or enhanced
products, our inability to timely develop and introduce such new products, the
failure of such products to gain significant market acceptance or problems
associated with new product transitions could materially harm our business,
particularly on a quarterly basis.
We are critically dependent on the successful introduction, market
acceptance, manufacture and sale of new products that offer our customers
additional features and enhanced performance at competitive prices. Once a new
product is developed, we must rapidly commence volume production. This process
23
requires accurate forecasting of customer requirements and attainment of
acceptable manufacturing costs. The introduction of new or enhanced products
also requires us to manage the transition from older, displaced products in
order to minimize disruption in customer ordering patterns, avoid excessive
levels of older product inventories and ensure that adequate supplies of new
products can be delivered to meet customer demand. In addition, as is typical
with any new product introduction, quality and reliability problems may arise.
Any such problems could result in reduced bookings, manufacturing rework costs,
delays in collecting accounts receivable, additional service warranty costs and
a limitation on market acceptance of the product.
|X| If we do not effectively compete, our business will be harmed.
The market for our products is highly competitive. We compete in the
broadcast, desktop and consumer video production markets. We anticipate
increased competition in each of the broadcast, desktop and consumer video
production markets, particularly since the industry is undergoing a period of
technological change and consolidation. Competition for our broadcast, desktop,
and consumer video products is generally based on:
- Product performance
- Breadth of product line
- Quality of service and support
- Market presence
- Price
- Ability of competitors to develop new, higher performance,
lower cost consumer video products
Certain competitors in the broadcast, desktop, and consumer video
markets have larger financial, technical, marketing, sales and customer support
resources, greater name recognition and larger installed customer bases than we
do. In addition, some competitors have established relationships with current
and potential customers of ours and offer a wide variety of video equipment that
can be bundled in certain large system sales.
Principal competitors in the broadcast market include:
Accom, Inc.
Chyron Corporation
Grass Valley Group
Leitch Technology Corporation
Matsushita Electric Industrial Co. Ltd.
Quantel Ltd. (a division of Carlton Communications Plc)
SeaChange Corporation
Sony Corporation
Tektronix, Inc.
Principal competitors in the desktop and consumer markets are:
Accom, Inc.
Adobe Systems, Inc.
Apple Computer
Avid Technology, Inc.
Dazzle Multimedia
Digitel Processing Systems, Inc.
Fast Multimedia
Hauppauge Digital, Inc.
Matrox Electronics Systems, Ltd.
Media 100, Inc.
Sony Corporation
These lists are not all-inclusive.
The consumer market in which certain of our products compete is an
emerging market and the sources of competition are not yet well defined. There
are several established video companies that are currently offering products or
solutions that compete directly or indirectly with our consumer products by
24
providing some or all of the same features and video editing capabilities. In
addition, we expect that existing manufacturers and new market entrants will
develop new, higher performance, lower cost consumer video products that may
compete directly with our consumer products. We expect that potential
competition in this market is likely to come from existing video editing
companies, software application companies, or new entrants into the market, many
of which have the financial resources, marketing and technical ability to
develop products for the consumer video market. Increased competition in any of
these markets could result in price reductions, reduced margins and loss of
market share. Any of these effects could materially harm our business.
We rely heavily on dealers and OEMs to market, sell and distribute our
products. In turn, we depend heavily on the success of these resellers. If these
resellers do not succeed in effectively distributing our products, then our
financial performance will be negatively affected.
These resellers may not effectively promote or market our products or
may experience financial difficulties and even close operations. Our dealers and
retailers are not contractually obligated to sell our products. Therefore, they
may, at any time:
- Refuse to promote or pay for our products
- Discontinue our products in favor of a competitor's product
Also, with these distribution channels standing between us and the
actual market, we may not be able to accurately gauge current demand for
products and anticipate demand for newly introduced products. For example,
dealers may place large initial orders for a new product just to keep their
stores stocked with the newest products and not because there is a significant
demand for them.
As to consumer products offerings, we have expanded our distribution
network to include several consumer channels, including large distributors of
products to computer software and hardware retailers, which in turn sell
products to end users. We also sell our consumer products directly to certain
retailers. Rapid change and financial difficulties of distributors have
characterized distribution channels for consumer retail products. These
arrangements have exposed us to the following risks, some of which are out of
our control:
- We are obligated to provide price protection to such retailers
and distributors and, while the agreements limit the conditions
under which product can be returned to us, we may be faced with
product returns or price protection obligations
- The distributors or retailers may not continue to stock and sell
our consumer products
- Retailers and retail distributors often carry competing products
[X] Excess or obsolete inventory, and overdue or uncollectible accounts
receivable could weaken our cash flow, harm our financial condition and results
of operations and cause our stock price to fall.
The recent downturn in the United States economy has contributed to a
reduced demand for some of our consumer products. As a result, we are
experiencing increased exposure to excess and obsolete inventories and higher
overdue and uncollectible accounts receivables. If we fail to properly manage
these inventory and accounts receivables risks, our cash flow may be weakened,
and our financial position and results of operations could be harmed as a
result. This, in turn, may cause our stock price to fall. If the economic or
market conditions in United States continue or expand to foreign markets, our
financial position may be further weakened.
|X| We may be unable to protect our proprietary information and
procedures effectively.
We must protect our proprietary technology and operate without
infringing the intellectual property rights of others. We rely on a combination
of patent, copyright, trademark and trade secret laws and other intellectual
property protection methods to protect our proprietary technology. In addition,
we generally enter into confidentiality and nondisclosure agreements with our
employees and OEM customers and limit access to, and distribution of, our
proprietary technology. These steps may not protect our proprietary information
nor give us any competitive advantage. Others may independently develop
substantially equivalent intellectual property or otherwise gain access to our
trade secrets or intellectual property, or disclose such intellectual property
or trade secrets. If we are unable to protect our intellectual property, our
business could be materially harmed.
|X| We may be adversely affected if we are sued by a third party or if
we decide to sue a third party.
25
There has been substantial litigation regarding patent, trademark and
other intellectual property rights involving technology companies. In the
future, litigation may be necessary to enforce any patents issued to us, to
protect our trade secrets, trademarks and other intellectual property rights
owned by us, or to defend us against claimed infringement. We are also exposed
to litigation arising from disputes in the ordinary course of business. This
litigation may:
- Divert management's attention away from the operation of our
business
- Result in the loss of our proprietary rights
- Subject us to significant liabilities
- Force us to seek licenses from third parties
- Prevent us from manufacturing or selling products
Any of these results could materially harm our business.
In the course of business, we have in the past received communications
asserting that our products infringe patents or other intellectual property
rights of third parties. We investigated the factual basis of such
communications and negotiated licenses where appropriate. It is likely that in
the course of our business, we will receive similar communications in the
future. While it may be necessary or desirable in the future to obtain licenses
relating to one or more of our products, or relating to current or future
technologies, we may not be able to do so on commercially reasonable terms, or
at all. These disputes may not be settled on commercially reasonable terms and
may result in long and costly litigation.
|X| Because we sell products internationally, we are subject to
additional risks.
Sales of our products outside of North America represented
approximately 55% of net sales in the period ended June 30, 2000 and 61% of net
sales in the year ended June 30, 1999. We expect that international sales will
continue to represent a significant portion of our net sales. We make foreign
currency denominated sales in many, primarily European, countries. This exposes
us to risks associated with currency exchange fluctuations. In fiscal 2001 and
beyond, we expect that a majority of our European sales will continue to be
denominated in local foreign currency, including the Euro. Pinnacle has
developed natural hedges for some of this risk in that most of the European
operating expenses are also denominated in local currency. However, where we
sell our products in local currencies, we may be competitively unable to change
our prices to reflect exchange rate fluctuations. For example, in recent
periods, our revenues have been adversely affected by the decline in value of
the Yen and Euro and its component currencies relative to the U.S. dollar.
In addition to foreign currency risks, international sales and
operations may also be subject to the following risks:
- Unexpected changes in regulatory requirements
- Export license requirements
- Restrictions on the export of critical technology
- Political instability
- Trade restrictions
- Changes in tariffs
- Difficulties in staffing and managing international operations
- Potential insolvency of international dealers and difficulty in
collecting accounts
We are also subject to the risks of generally poor economic conditions
in certain areas of the world, most notably Asia. These risks may harm our
future international sales and, consequently, our business.
[X] We rely on a continuous power supply to conduct our operations, and
California's current energy crisis could disrupt our operations and increase our
expenses.
California is in the midst of an energy crisis that could disrupt our
operations and increase our expenses. In the event of an acute power shortage,
that is, when power reserves for the State of California fall below 1.5%,
California has on some occasions implemented, and may in the future continue to
26
implement, rolling blackouts throughout California. We currently do not have
backup generators or alternate sources of power in the event of a blackout, and
our current insurance does not provide coverage for and any damages we or our
customers may suffer as a result of any interruption in our power supply. If
blackouts interrupt our power supply, we would be temporarily unable to continue
operations at our facilities. Any such interruption in our ability to continue
operations at our facilities could damage our reputation, harm our ability to
retain existing customers and to obtain new customers, and could result in lost
revenue, any of which could substantially harm our business and results of
operations.
27
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company transacts business in various foreign currencies but
primarily the Euro and those of the U.K., and Japan. Accordingly, the Company is
subject to exposure from adverse movements in foreign currency exchange rates.
The Company currently does not use financial instruments to hedge local currency
activity at any of its foreign locations. Instead, the Company believes that a
natural hedge exists, in that local currency revenues substantially offset the
local currency denominated operating expenses. The Company assesses the need to
utilize financial instruments to hedge foreign currency exposure on an ongoing
basis.
Fixed Income Investments
The Company's exposure to market risk for changes in interest rates
relates primarily to its investment portfolio of marketable securities. The
Company does not use derivative financial instruments for speculative or trading
purposes. The Company invests primarily in US Treasury Notes and high-grade
commercial paper and generally holds them to maturity. Consequently, the Company
does not expect to incur any material loss with respect to its investment
portfolio.
The Company does not use derivative financial instruments in its
investment portfolio to manage interest rate risk. The Company does, however,
limit its exposure to interest rate and credit risk by establishing and strictly
monitoring clear policies and guidelines for its fixed income portfolios. At the
present time, the maximum duration of all portfolios is one year. The guidelines
also establish credit quality standards, limits on exposure to any one issue, as
well as the type of instruments. Due to the limited duration and credit risk
criteria established in the Company's guidelines, the exposure to market and
credit risk is not expected to be material.
28
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
On July 18, 2000, a lawsuit entitled Jiminez v. Pinnacle Systems, Inc.
et al., No. 00-CV-2596 was filed in the United States District Court for the
Northern District of California against the Company and certain officer and
director defendants. The action is a putative class action and alleges that
defendants violated the federal securities laws by making false and misleading
statements concerning the Company's business prospects during an alleged class
period of April 18, 2000 through July 10, 2000. The complaint does not specify
damages. The Company is defending the case vigorously, and recently moved to
dismiss the complaint. In a written order dated May 7, 2001, the court dismissed
the complaint and allowed the plaintiffs to file an amended complaint. The
plaintiffs have 45 days to file an amended complaint.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
None
(b) Reports on Form 8-K
None
29
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.
PINNACLE SYSTEMS, INC.
Date: May 11, 2001 By: /s/ Mark L. Sanders
Mark L. Sanders
President, Chief Executive
Officer and Director
Date: May 11, 2001 By: /s/ Arthur D. Chadwick
Arthur D. Chadwick
Vice President, Finance and
Administration and
Chief Financial Officer
30
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.
PINNACLE SYSTEMS, INC.
Date: May 11, 2001 By: /s/ Mark L. Sanders
---------------------------------------
Mark L. Sanders
President, Chief Executive
Officer and Director
Date: May 11, 2001 By: /s/ Arthur D. Chadwick
---------------------------------------
Arthur D. Chadwick
Vice President, Finance and
Administration and
Chief Financial Officer