UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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For the quarterly period ended March 31, 2009
or
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Commission File Number: 000-51461
Unica Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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04-3174345
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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170 Tracer Lane
Waltham, Massachusetts 02451-1379
(Address of principal executive offices)
(781) 839-8000
(Registrants 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
þ
No
o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files).
Yes
o
No
o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
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Large accelerated filer
o
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Accelerated filer
þ
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act).
Yes
o
No
þ
The number of shares of the registrants common stock outstanding as of May 4, 2009 was 20,724,000.
UNICA CORPORATION
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED March 31, 2009
Table of Contents
2
PART I Financial Information
Item 1. Financial Statements
UNICA CORPORATION AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
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March 31,
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September 30,
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2009
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2008
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ASSETS
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Current assets:
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Cash and cash equivalents
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$
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43,617
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$
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35,799
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Short-term investments
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4,107
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11,482
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Accounts receivable, net of allowance for doubtful
accounts of $193 and $87, respectively
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19,235
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21,339
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Purchased customer receivables
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28
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765
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Prepaid expenses and other current assets
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3,533
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5,351
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Total current assets
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70,520
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74,736
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Property and equipment, net
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4,602
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4,781
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Long-term investments
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2,989
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Purchased customer receivables, long-term
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173
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Acquired intangible assets, net
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5,295
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6,846
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Goodwill
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10,682
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26,182
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Deferred tax assets, long-term, net of valuation allowance
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186
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168
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Other assets
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1,355
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1,034
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Total assets
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$
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92,640
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$
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116,909
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LIABILITIES AND STOCKHOLDERS EQUITY
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Current liabilities:
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Accounts payable
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$
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2,051
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$
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3,536
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Accrued expenses
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11,459
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14,527
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Deferred revenue
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36,075
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35,369
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Total current liabilities
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49,585
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53,432
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Long-term deferred revenue
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1,198
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1,733
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Other long-term liabilities
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473
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1,738
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Total liabilities
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51,256
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56,903
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Commitments, contingencies, and guarantees (Note 12)
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Stockholders equity:
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Common stock, $0.01 par value:
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Authorized - 90,000,000 shares; 21,002,000 shares
issued and 20,800,000 shares outstanding at March
31, 2009; 20,758,000 shares issued and outstanding
at September 30, 2008
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210
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208
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Additional paid-in capital
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69,497
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66,841
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Accumulated deficit
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(27,663
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)
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(7,435
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)
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Treasury stock, at cost
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(912
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)
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Accumulated other comprehensive income
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252
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392
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Total stockholders equity
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41,384
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60,006
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Total liabilities and stockholders equity
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$
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92,640
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$
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116,909
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The accompanying notes are an integral part of the condensed consolidated financial statements.
3
UNICA CORPORATION AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)
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Three Months Ended March 31,
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Six Months Ended March 31,
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2009
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2008
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2009
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2008
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Revenue:
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License
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$
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4,205
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$
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11,635
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$
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10,665
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$
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22,780
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Maintenance and services
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14,628
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16,092
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29,984
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30,681
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Subscription
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4,423
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3,060
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8,701
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5,790
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Total revenue
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23,256
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30,787
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49,350
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59,251
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Costs of revenue:
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License
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505
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828
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1,141
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1,587
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Maintenance and services
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4,483
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6,637
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9,704
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12,430
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Subscription
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1,037
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652
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2,050
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1,305
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Total cost of revenue
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6,025
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8,117
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12,895
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15,322
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Gross profit
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17,231
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22,670
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36,455
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43,929
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Operating expenses:
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Sales and marketing
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9,919
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12,626
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20,941
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24,387
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Research and development
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4,970
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5,864
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10,416
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11,811
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General and administrative
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3,932
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4,583
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7,889
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9,577
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Restructuring charges (credits)
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(6
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)
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(20
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)
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748
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(286
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)
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Goodwill impairment charge
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15,266
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15,266
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Amortization of acquired
intangible assets
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450
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394
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935
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787
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Total operating expenses
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34,531
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23,447
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56,195
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46,276
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Loss from operations
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(17,300
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)
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(777
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)
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(19,740
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)
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(2,347
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)
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Other income:
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Interest income, net
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160
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390
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400
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843
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Other expense, net
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(483
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)
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(208
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)
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(1,600
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)
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(80
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)
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Total other income
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(323
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)
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182
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(1,200
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)
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763
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Loss before income taxes
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(17,623
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)
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(595
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)
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(20,940
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)
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(1,584
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)
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Benefit from income taxes
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(1,492
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)
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(318
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)
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(711
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)
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|
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(883
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)
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|
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Net loss
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$
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(16,131
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)
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$
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(277
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)
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$
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(20,229
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)
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$
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(701
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)
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Net loss per common share:
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|
|
|
|
|
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|
|
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Basic
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$
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(0.77
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.97
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)
|
|
$
|
(0.03
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)
|
|
|
|
|
|
|
|
|
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Diluted
|
|
$
|
(0.77
|
)
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|
$
|
(0.01
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)
|
|
$
|
(0.97
|
)
|
|
$
|
(0.03
|
)
|
|
|
|
|
|
|
|
|
|
|
|
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|
Shares used in computing net loss
per common share:
|
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|
|
|
|
|
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Basic
|
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20,841,000
|
|
|
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20,399,000
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|
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20,886,000
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20,265,000
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|
|
|
|
|
|
|
|
|
|
|
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|
Diluted
|
|
|
20,841,000
|
|
|
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20,399,000
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|
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20,886,000
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|
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20,265,000
|
|
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|
|
|
|
|
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The accompanying notes are an integral part of the condensed consolidated financial statements.
4
UNICA CORPORATION AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
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Six Months Ended March 31,
|
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2009
|
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|
2008
|
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Cash flows from operating activities:
|
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|
|
|
|
|
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Net loss
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$
|
(20,229
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)
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|
$
|
(701
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)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
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|
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|
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Depreciation of property and equipment
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1,385
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986
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Amortization of capitalized software development costs
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86
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34
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Amortization of acquired intangible assets
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|
1,474
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|
|
|
1,453
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Goodwill impairment charge
|
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|
15,266
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|
|
|
|
|
Share-based compensation expense
|
|
|
2,637
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|
|
|
3,281
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|
Foreign currency translation loss
|
|
|
153
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|
|
|
|
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Excess tax benefits from share-based compensation
|
|
|
|
|
|
|
(130
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)
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Benefit from deferred income taxes
|
|
|
(1,435
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)
|
|
|
(434
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)
|
Changes in operating assets and liabilities:
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|
|
|
|
|
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|
|
Accounts receivable
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|
|
1,780
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|
|
|
(954
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)
|
Prepaid expenses and other current assets
|
|
|
2,456
|
|
|
|
(2,552
|
)
|
Other assets
|
|
|
(110
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)
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|
|
332
|
|
Accounts payable
|
|
|
(1,344
|
)
|
|
|
1,407
|
|
Accrued expenses
|
|
|
(2,253
|
)
|
|
|
(360
|
)
|
Deferred revenue
|
|
|
452
|
|
|
|
991
|
|
Other long-term liabilities
|
|
|
|
|
|
|
444
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
318
|
|
|
|
3,797
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
Purchases of property and equipment
|
|
|
(900
|
)
|
|
|
(1,474
|
)
|
Cash collected from license acquired in acquisition
|
|
|
77
|
|
|
|
81
|
|
Capitalization of software development costs
|
|
|
(425
|
)
|
|
|
|
|
Proceeds from sales and maturities of investments
|
|
|
11,310
|
|
|
|
28,666
|
|
Purchases of investments
|
|
|
(898
|
)
|
|
|
(16,173
|
)
|
Increase in restricted cash
|
|
|
(69
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by investing activities
|
|
|
9,095
|
|
|
|
11,100
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
Proceeds from issuance of common stock under stock option and employee stock
purchase plans
|
|
|
355
|
|
|
|
959
|
|
Excess tax benefits from share-based compensation
|
|
|
|
|
|
|
130
|
|
Purchases of treasury shares
|
|
|
(912
|
)
|
|
|
|
|
Payment of withholding taxes in connection with settlement of restricted stock
units
|
|
|
(230
|
)
|
|
|
(708
|
)
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
(787
|
)
|
|
|
381
|
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
(808
|
)
|
|
|
157
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents
|
|
|
7,818
|
|
|
|
15,435
|
|
Cash and cash equivalents at beginning of period
|
|
|
35,799
|
|
|
|
18,493
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$
|
43,617
|
|
|
$
|
33,928
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of the condensed consolidated financial statements.
5
UNICA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED
(In thousands, except share and per share data)
1. Basis of Presentation
The accompanying unaudited interim condensed consolidated financial statements include all
adjustments, consisting of normal recurring items, to fairly present the results of the interim
periods in accordance with the rules and regulations of the Securities and Exchange Commission
(SEC) regarding interim financial reporting. Certain information and footnote disclosures normally
included in financial statements, prepared in accordance with U.S. generally accepted accounting
principles (GAAP), have been condensed or omitted pursuant to such rules and regulations, although
the Company believes the disclosures are adequate to ensure the information presented is not
misleading. These condensed financial statements should be read in conjunction with the audited
consolidated financial statements and related notes, together with managements discussion and
analysis of financial condition and results of operations, contained in the Companys Annual Report
on Form 10-K for the year ended September 30, 2008, and current reports on Form 8-K filed with the
Securities and Exchange Commission. The interim period results are not necessarily indicative of
the results to be expected for any subsequent interim period or for the full year.
2. Revenue Recognition
The Company derives revenue from software licenses, maintenance and services, and
subscriptions. The Company recognizes revenue in accordance with the American Institute of
Certified Public Accountants (AICPA) Statement of Position (SOP) 97-2,
Software Revenue
Recognition
, as amended by SOP 98-9,
Modification of SOP 97-2, Software Revenue Recognition, With
Respect to Certain Transactions
. In accordance with these standards, revenue is recognized when
persuasive evidence of an arrangement exists, delivery has occurred, the fee is deemed fixed or
determinable and collection is deemed probable.
Generally, implementation services for the Companys software products are not deemed
essential to the functionality of the software products, and therefore services revenue is
recognized separately from license revenue. When the Company determines that services are essential
to the functionality of software in an arrangement, the license and services revenue from the
arrangement would be recognized pursuant to SOP 81-1,
Accounting for Performance of
Construction-Type Contracts and Certain Production-Type Contracts
. In such cases, the Company is
required to make reasonably dependable estimates relative to the extent of progress toward
completion by comparing the total hours incurred to the estimated total hours for the arrangement
and, accordingly, would apply the percentage-of-completion method. If the Company were unable to
make reasonably dependable estimates of progress towards completion, then it would use the
completed-contract method, under which revenue is recognized only upon completion of the services.
If total cost estimates exceed the anticipated revenue, then the estimated loss on the arrangement
is recorded at the inception of the arrangement or at the time the loss becomes apparent.
The Company generally sells its software products and services together in a multiple-element
arrangement under both perpetual license and subscription arrangements. When the Company enters
into multiple-element perpetual license arrangements, the Company allocates the total fee among the
various elements using the residual method. Under the residual method, revenue is recognized when
vendor-specific objective evidence (VSOE) of fair value exists for all of the undelivered elements
in the arrangement, but does not exist for one or more of the delivered elements in the
arrangement. Each multiple-element arrangement requires the Company to analyze the individual
elements in the transaction and to determine the fair value of each undelivered element, which
typically includes maintenance and services.
The Company generally determines the fair value of the maintenance portion of an arrangement
based on the maintenance renewal price for that arrangement. In multiple-element arrangements where
the Company sells maintenance for less than fair value, the Company defers the contractual price of
the maintenance plus the difference between such contractual price and the fair value of
maintenance over the expected life of the product. The Company makes a corresponding reduction in
license revenue. The fair value of the professional services portion of the arrangement is based on
the rates that the Company charges for these services when sold independently from a
software license. If, in the Companys judgment, evidence of fair value cannot be established
for undelivered elements in a multiple element arrangement, the entire amount of revenue from the
arrangement is deferred until evidence of fair value can be established, or until the elements for
which evidence of fair value could not be established are delivered.
6
License Revenue.
The Company licenses its software products on a perpetual basis. Licenses to
use the Companys products in perpetuity generally are priced based on (a) either a customers
database size (including the number of contacts or channels) or a platform fee, (b) a specified
number of users, or (c) the volume of traffic of a website. Because implementation services for the
software products are not deemed essential to the functionality of the related software, the
Company recognizes perpetual license revenue at the time of product delivery, provided all other
revenue recognition criteria have been met.
When the Company licenses its software on a perpetual basis through a marketing service
provider (MSP) or systems integrator, the Company recognizes revenue upon delivery of the licensed
software to the MSP or systems integrator only if (a) the customer of the MSP or systems integrator
is identified in a written arrangement between the Company and the MSP or systems integrator and
(b) all other revenue recognition criteria have been met pursuant to SOP 97-2.
Maintenance and Services.
Maintenance and services revenue is generated from sales of (a)
maintenance, including software updates and upgrades and technical support, associated with the
sale of perpetual software licenses and (b) services, including implementation, training and
consulting, and reimbursable travel.
Maintenance Fees.
Maintenance is generally sold on an annual basis. There are two levels of
maintenance, standard and premium, both of which generally are sold for a term of one year. With
both of these maintenance levels, customers are provided with technical support and software
updates and upgrades on a when and if available basis. With premium maintenance, customers are
provided additional services such as emergency service response and periodic onsite utilization
reviews. Revenue is deferred at the time the maintenance agreement is initiated and is recognized
ratably over the term of the maintenance agreement.
Services.
Implementation services include the installation of the Companys software,
identification and sourcing of legacy data, configuration of rules necessary to generate marketing
campaigns and other general services for the software. A range of training services, including
classroom, onsite, and web-based education and training are also provided. Generally these services
are priced on a time-and-materials basis and recognized as revenue when the services are performed;
however, in certain circumstances these services may be priced on a fixed-fee basis and recognized
as revenue under the proportional performance method. In cases where VSOE of fair value does not
exist for the undelivered elements in an arrangement, services revenue is deferred and recognized
over the period of performance of the final undelivered element. The Company also defers the direct
and incremental costs of providing the services and amortizes those costs over the period that
revenue is recognized.
In accordance with Financial Accounting Standards Board (FASB) Emerging Issues Task Force
(EITF) Issue No. 01-14,
Income Statement Characterization of Reimbursements Received for Out of
Pocket Expenses Incurred
, the Company classifies reimbursements received for out-of-pocket
expenses incurred as services revenue and classifies the related costs as cost of revenue. The
amounts of reimbursable expenses included within revenue and cost of revenue were $151 and $425 for
the three months ended March 31, 2009 and 2008, respectively, and $366 and $830 for the six months
ended March 31, 2009 and 2008, respectively.
Subscription Revenue.
Subscription service includes, for a bundled fee, (a) the right to use
our software for a specified period of time, typically one year, (b) updates and upgrades to our
software, and (c) technical support. Under a subscription agreement, the Company typically invoices
the customer in annual or quarterly installments in advance. Since fair value of the separate
elements in the subscription arrangement cannot be established, revenue of the entire arrangement
is recognized ratably over the contractual term of the arrangement, commencing on the date at which
all services under related work orders are completed.
3. Cash and Cash Equivalents and Investments
The Company considers all highly liquid investments purchased with original maturities of 90
days or less to be cash equivalents. The Company invests the majority of its excess cash in
overnight investments and money market funds of accredited financial institutions.
The Company considers all highly liquid investments with maturities of between 91 and 365 days
as of the balance sheet date to be short-term investments, and investments with maturities greater
than 365 days as of the balance sheet date to be long-term investments. The Company accounts for
its investments in accordance with
7
Statement of Financial Accounting Standards (SFAS) No. 115,
Accounting for Certain Investments in Debt and Equity Securities.
The Companys investments were
classified as available-for-sale and were carried at fair market value at March 31, 2009 and
September 30, 2008. Unrealized gains (losses) on available-for-sale securities are recorded in
accumulated other comprehensive income (loss) within stockholders equity.
Investments were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized
|
|
|
Unrealized
|
|
|
Fair Market
|
|
|
|
Cost
|
|
|
Gain (Loss)
|
|
|
Value
|
|
At March 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate debentures and other securities
|
|
|
4,094
|
|
|
|
13
|
|
|
|
4,107
|
|
|
|
|
|
|
|
|
|
|
|
Total investments
|
|
$
|
4,094
|
|
|
$
|
13
|
|
|
$
|
4,107
|
|
|
|
|
|
|
|
|
|
|
|
At September 30, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial paper
|
|
$
|
5,662
|
|
|
$
|
|
|
|
$
|
5,662
|
|
Certificates of deposit
|
|
|
500
|
|
|
|
|
|
|
|
500
|
|
Corporate debentures and other securities
|
|
|
8,344
|
|
|
|
(35
|
)
|
|
|
8,309
|
|
|
|
|
|
|
|
|
|
|
|
Total investments
|
|
$
|
14,506
|
|
|
$
|
(35
|
)
|
|
$
|
14,471
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2009, all investments had contractual maturities within one year. As of
September 30, 2008, $11,482 of investments had contractual maturities within one year, while $2,989
of investments had contractual maturities within one to two years.
Effective October 1, 2008, the Company adopted SFAS No. 157,
Fair Value Measurements
, which
establishes a framework for measuring fair value and requires enhanced disclosures about fair value
measurements. SFAS No. 157 clarifies that fair value is an exchange price, representing the amount
that would be received in an orderly transaction between market participants, upon the sale of an
asset or a payment to transfer a liability (an exit price) in the principal or most advantageous
market for such asset or liability. In February 2008, the FASB issued Staff Position FAS No. 157-2,
Partial Deferral of the Effective Date of Statement No. 157
(FSP No. 157-2). FSP No. 157-2 delays
the effective date of SFAS No. 157 for non-financial assets and liabilities that are not measured
or disclosed on a recurring basis until fiscal years beginning after November 15, 2008. To date,
therefore, the Company has adopted the provisions of SFAS No. 157 only with respect to financial
assets and liabilities. The adoption of SFAS No. 157 did not have a material effect on the
Companys consolidated financial statements for financial assets and liabilities carried at fair
value. The Company is currently in the process of evaluating the impact of adopting SFAS No. 157
for non-financial assets and liabilities.
Valuation techniques used to measure fair value under SFAS No. 157 are required to maximize
the use of observable inputs and minimize the use of unobservable inputs. SFAS No. 157 describes a
fair value hierarchy based on three levels of inputs, of which the first two are considered
observable and the last unobservable, that may be used to measure fair value:
|
Level
|
|
1Quoted prices in active markets for identical assets or liabilities.
|
|
|
Level
|
|
2Observable inputs, other than Level 1 prices, such as quoted prices
in active markets for similar assets and liabilities, quoted prices
for identical or similar assets and liabilities in markets that are
not active, or other inputs that are observable or can be
corroborated by observable market data.
|
|
|
Level
|
|
3Unobservable inputs that are supported by little or no market
activity and that are significant to the fair value of the assets or
liabilities, including certain pricing models, discounted cash flow
methodologies and similar techniques.
|
8
The Company uses the market approach to measure the fair value of its financial assets by
obtaining prices and other relevant information generated by market transactions involving
identical or comparable assets. The following table details the fair value measurements within the
fair value hierarchy of the Companys financial assets, including investments and cash equivalents,
at March 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements
|
|
|
|
Total Fair Value at
|
|
|
at Reporting Date Using
|
|
|
|
March 31, 2009
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
Money market funds
|
|
$
|
31,316
|
|
|
$
|
31,316
|
|
|
$
|
|
|
|
$
|
|
|
Commercial paper
|
|
|
2,000
|
|
|
|
|
|
|
|
2,000
|
|
|
|
|
|
U.S. government agency obligations
|
|
|
3,042
|
|
|
|
|
|
|
|
3,042
|
|
|
|
|
|
Corporate debt obligations
|
|
|
1,065
|
|
|
|
758
|
|
|
|
307
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
37,423
|
|
|
$
|
32,074
|
|
|
$
|
5,349
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4. Comprehensive Income (Loss)
SFAS No. 130,
Reporting Comprehensive Income
, establishes standards for reporting and
displaying comprehensive income and its components in the consolidated financial statements.
Comprehensive income is defined as the change in equity of a business enterprise during a period
from transactions and other events and circumstances from non-owner sources. Other than reported
net income (loss), comprehensive income (loss) includes foreign currency translation adjustments
and unrealized gains and losses on available-for-sale investments.
The following table presents the calculation of comprehensive income loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
Net loss
|
|
$
|
(16,131
|
)
|
|
$
|
(277
|
)
|
|
$
|
(20,229
|
)
|
|
$
|
(701
|
)
|
Other comprehensive income, net of tax effects:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in unrealized losses on short-term investments
|
|
|
(21
|
)
|
|
|
(1
|
)
|
|
|
48
|
|
|
|
|
|
Foreign currency translation adjustments
|
|
|
(134
|
)
|
|
|
165
|
|
|
|
(188
|
)
|
|
|
228
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss)
|
|
|
(155
|
)
|
|
|
164
|
|
|
|
(140
|
)
|
|
|
228
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss
|
|
$
|
(16,286
|
)
|
|
$
|
(113
|
)
|
|
$
|
(20,369
|
)
|
|
$
|
(473
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5. Net Income (Loss) Per Common Share
The Company calculates net income (loss) per common share in accordance with SFAS No. 128,
Earnings Per Share.
Diluted net income (loss) per common share gives effect to all dilutive
securities, including stock options and restricted stock units using the treasury stock method. For
the three months ended March 31, 2009 and 2008, the Company had only one class of security, common
stock, outstanding.
The following table presents the calculation of basic and diluted net loss per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
Six Months Ended March 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
Net loss
|
|
$
|
(16,131
|
)
|
|
$
|
(277
|
)
|
|
$
|
(20,229
|
)
|
|
$
|
(701
|
)
|
Weighted-average shares of common stock
outstanding
|
|
|
20,841,000
|
|
|
|
20,399,000
|
|
|
|
20,886,000
|
|
|
|
20,265,000
|
|
Dilutive effect of common stock equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares used in computing
diluted net loss per common share
|
|
|
20,841,000
|
|
|
|
20,399,000
|
|
|
|
20,886,000
|
|
|
|
20,265,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net loss per common share
|
|
$
|
(0.77
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.97
|
)
|
|
$
|
(0.03
|
)
|
Diluted net loss per common share
|
|
$
|
(0.77
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.97
|
)
|
|
$
|
(0.03
|
)
|
Weighted-average common stock equivalents of 4,481,000 and 3,427,000 were excluded from the
calculation of diluted net loss per common share for the three months ended March 31, 2009 and
2008, respectively, as their inclusion would be anti-dilutive. Weighted-average common stock
equivalents of 4,167,000 and 3,499,000 were excluded from the calculation of diluted net income loss per common share for the six months
ended March 31, 2009 and 2008, respectively, as their inclusion would be anti-dilutive.
9
6. Goodwill and Acquired Intangible Assets
The Company tests goodwill for impairment annually and whenever events or changes in circumstances
indicate that the carrying amount of goodwill may exceed its fair value in accordance with the
provisions of SFAS No. 142. As of September 30, 2008, the Companys annual goodwill impairment
test indicated there was no impairment for each of its three reporting units since the fair value
of each reporting unit exceeded its carrying value. The Company determines fair value
using the income approach as well as the market approach, and applies a weighting to the result of
each approach. The income approach is based upon discounted cash flows estimated by management for
each reporting unit, while the market approach uses trading and transaction multiples, for
companies considered comparable to Unica, to estimate fair value. Reporting units are organized by
operations with similar economic characteristics for which discrete financial information is
available and regularly reviewed by management.
Unless changes in events or circumstances indicate that an impairment test is required, the
Company will continue to test goodwill for impairment on an annual basis. Conditions that could
trigger a more frequent impairment assessment include, but are not limited to, a significant
adverse change in certain agreements, significant underperformance relative to historical or
projected future operating results, an economic downturn in customers industries, increased
competition, a significant reduction in the Companys stock price for a sustained period, or a
reduction of the Companys market capitalization relative to net book value.
During the three months ended March 31, 2009, the Company changed the structure of its
reporting units, which resulted in the Company having two remaining reporting units. Two
previously separate reporting units were combined into one reporting unit. Given the change in
reporting units as well as the decline in the Companys market capitalization and overall operating
results, the Company performed an interim impairment assessment of its goodwill at March 31, 2009 related to the three reporting units previously existing before
the structure change. As part of this assessment, the Company applied a weighting to the income
approach and the market approach of 60% and 40%, respectively, for two of the reporting units and
90% and 10%, respectively, for the remaining reporting unit. The weightings were determined based
upon the degree of comparability of companies and acquisitions in the marketplace. As a result of
the goodwill impairment assessment, during the three and six months ended March 31, 2009, the
Company recorded a $15,266 charge relating to the impairment of goodwill. Of the $15,266 goodwill
impairment charge, $5,662 related to goodwill from the acquisition of MarketingCentral LLC and
9,604 related to goodwill from the acquisition of Sane Solutions LLC. The Company also performed a
subsequent impairment assessment on the newly combined reporting unit after the change in
structure, which did not indicate a further impairment. The Company determined that its other
long-lived assets, including definite-lived intangible assets, were not impaired.
Intangible assets acquired in the Companys acquisitions include goodwill, developed
technology and customer contracts and related customer relationships. All of the Companys acquired
intangible assets, except goodwill, are subject to amortization over their estimated useful lives.
A portion of the goodwill and acquired intangible assets is recorded in the accounts of a French
subsidiary of the Company and, as such, is subject to translation at the currency exchange rates in
effect at the balance sheet date. The components of acquired intangible assets, excluding goodwill
were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Range of
|
|
|
Gross
|
|
|
|
|
|
|
|
|
|
Useful Lives
|
|
|
Carrying
|
|
|
Accumulated
|
|
|
Net Book
|
|
|
|
In Years
|
|
|
Value
|
|
|
Amortization
|
|
|
Value
|
|
As of March 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developed technology
|
|
|
1-8
|
|
|
$
|
6,699
|
|
|
$
|
(4,474
|
)
|
|
$
|
2,225
|
|
Customer contracts and related customer relationships
|
|
|
3-14
|
|
|
|
7,556
|
|
|
|
(5,575
|
)
|
|
|
1,981
|
|
License agreement
|
|
|
14
|
|
|
|
1,360
|
|
|
|
(271
|
)
|
|
|
1,089
|
|
Trade name
|
|
|
1
|
|
|
|
44
|
|
|
|
(44
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total intangible assets
|
|
|
|
|
|
$
|
15,659
|
|
|
$
|
(10,364
|
)
|
|
$
|
5,295
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developed technology
|
|
|
1-8
|
|
|
$
|
6,699
|
|
|
$
|
(3,935
|
)
|
|
$
|
2,764
|
|
Customer contracts and related customer relationships
|
|
|
3-14
|
|
|
|
7,556
|
|
|
|
(4,640
|
)
|
|
|
2,916
|
|
License agreement
|
|
|
14
|
|
|
|
1,360
|
|
|
|
(194
|
)
|
|
|
1,166
|
|
Trade name
|
|
|
1
|
|
|
|
44
|
|
|
|
(44
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total intangible assets
|
|
|
|
|
|
$
|
15,659
|
|
|
$
|
(8,813
|
)
|
|
$
|
6,846
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
The following table describes changes to goodwill during the six months ended March 31, 2009:
|
|
|
|
|
Balance at September 30, 2008
|
|
$
|
26,182
|
|
Write-off of goodwill due to impairment
|
|
|
(15,266
|
)
|
Foreign currency translation adjustments
|
|
|
(234
|
)
|
|
|
|
|
Balance at March 31, 2009
|
|
$
|
10,682
|
|
|
|
|
|
The Company recorded amortization expense for acquired intangible assets of $678 and $1,474
for the three and six months ended March 31, 2009, respectively, and $727 and $1,453 for the three
and six months ended March 31, 2008, respectively. Amortization of developed technology, included
as a component of cost of license revenue in the consolidated statements of operations, was $228
and $540 for the three and six months ended March 31, 2009, respectively, and $333 and $666 for the
three and six months ended March 31, 2008, respectively.
11
Acquired intangible assets are expected to be amortized as follows:
|
|
|
|
|
Year ending September 30, 2009 (remainder)
|
|
$
|
779
|
|
2010
|
|
|
1,201
|
|
2011
|
|
|
692
|
|
2012
|
|
|
585
|
|
2013 and thereafter
|
|
|
2,038
|
|
|
|
|
|
Total expected amortization
|
|
$
|
5,295
|
|
|
|
|
|
7. Software Development Costs
The Company evaluates whether to capitalize or expense software development costs in
accordance with SFAS No. 86,
Accounting for the Costs of Computer Software to Be Sold, Leased, or
Otherwise Marketed
. The Company sells products in a market that is subject to rapid technological
change, new product development and changing customer needs. Accordingly, the Company has concluded
that technological feasibility is not established until the development stage of the product is
nearly complete. The Company has defined technological feasibility as the completion of a working
model. During the three months ended March 31, 2009 and 2008, $42 and $14, respectively, of
software development costs were capitalized in accordance with SFAS No. 86. During the six months
ended March 31, 2009 and 2008, $146 and $14, respectively, of software development costs were
capitalized in accordance with SFAS No. 86. Amortization expense during the three months ended
March 31, 2009 and 2008 was $49 and $17, respectively. Amortization expense during the six months
ended March 31, 2009 and 2008 was $86 and $34, respectively. The net book value of software
development costs was $231 and $171 at March 31, 2009 and September 30, 2008, respectively.
The Company capitalizes certain costs of software developed or obtained for internal use in
accordance with American Institute of Certified Public Accountants Statement of Position 98-1,
Accounting for the Costs of Corporate Software Developed or Obtained for Internal Use
. The costs
incurred in the preliminary stages of development are expensed as incurred. Once an application has
reached the development stage, internal and external costs, if direct and incremental, will be
capitalized until the software is substantially complete and ready for its intended use.
Capitalization ceases upon completion of all substantial testing. The Company also capitalizes
costs related to specific upgrades and enhancements when it is probable the expenditures will
result in additional functionality. Maintenance and training cost are expensed as incurred.
Internal-use software is amortized on a straight-line basis over its estimated useful life,
beginning when the software is ready for its intended use. Management evaluates the useful lives of
these assets on an annual basis and tests for impairments whenever events or changes in
circumstances occur that could impact the recoverability of these assets. During the three months
ended March 31, 2009 and 2008, $140 and $20, respectively, of internal-use software costs were
capitalized. During the six months ended March 31, 2009 and 2008, $321 and $20, respectively, of
internal-use software costs were capitalized.
8. Accounting for Share-Based Compensation
On October 1, 2005, the Company adopted the provisions of SFAS No.123 (revised 2004),
Share-Based Payment
(SFAS No.123R), which requires the Company to recognize expense related to the
fair value of share-based compensation awards. Management elected to use the modified prospective
transition method as permitted by SFAS No.123R and therefore did not restate the Companys
financial results for prior periods. Under this transition method, share-based compensation expense
for the three and six months ended March 31, 2009 and 2008 includes compensation expense for all
share-based awards granted or modified on or after November 18, 2004 (the filing date for the
initial registration statement for the Companys initial public offering), based on the grant-date
fair value estimated in accordance with the provisions of SFAS No. 123R.
For options accounted for under SFAS No.123R, the Company recognizes compensation expense for
stock option awards on a straight-line basis over the requisite service period of the award. In
addition, SFAS No.123R requires the benefits of tax deductions in excess of recognized share-based
compensation to be reported as a financing activity rather than an operating activity in the
statement of cash flows. This requirement reduces net operating cash flows and increases net
financing cash flows in periods after adoption, and only to the extent the benefit is realizable in
the current period.
12
For options accounted for under SFAS No. 123R, the fair value of each option grant is
estimated on the date of grant using the Black-Scholes option pricing model. The assumptions used
in the model and the resulting estimated fair values of option grants during the applicable period
were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months ended
|
|
Six Months ended
|
|
|
March 31,
|
|
March 31,
|
|
|
2009
|
|
2008
|
|
2009
|
|
2008
|
Dividend yield
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Volatility
|
|
|
58
|
%
|
|
|
50%
|
|
|
|
58%
|
|
|
|
50%
|
|
Risk-free interest rate
|
|
|
1.50
|
%
|
|
|
2.45%
|
|
|
1.11% to 1.53%
|
|
2.45% to 4.16%
|
Weighted-average expected option term (in years)
|
|
|
4.1
|
|
|
|
3.5 to 4.1
|
|
|
|
4.1
|
|
|
|
3.5 to 4.1
|
|
Weighted-average fair value per share of options granted
|
|
|
0.87
|
|
|
|
$2.65
|
|
|
|
1.39
|
|
|
|
$2.96
|
|
Weighted-average fair value per share of restricted stock
awards granted
|
|
$
|
4.84
|
|
|
|
$6.46
|
|
|
|
$4.14
|
|
|
|
$7.50
|
|
The assumptions used in the model and the resulting estimated fair values for the Companys
employee stock purchase plan during the applicable period were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
Six Months Ended March 31,
|
|
|
2009
|
|
2008
|
|
2009
|
|
2008
|
Dividend yield
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Volatility
|
|
|
50
|
%
|
|
|
50
|
%
|
|
|
50%
|
|
|
41% to 50%
|
Risk-free interest rate
|
|
|
0.46
|
%
|
|
|
2.12
|
%
|
|
|
0.46%-2.00%
|
|
|
2.12% to 3.49%
|
Weighted-average
expected option term
(in years)
|
|
|
0.5
|
|
|
|
0.5
|
|
|
|
0.5
|
|
|
|
0.5
|
|
Weighted-average fair
value per share of
options granted
|
|
|
2.23
|
|
|
|
2.44
|
|
|
|
2.33
|
|
|
|
2.48
|
|
The computation of expected volatility is based on a study of historical volatility rates of
comparable companies during a period comparable to the expected option term. The interest rate for
periods within the contractual life of the award is based on the U.S. Treasury risk-free interest
rate in effect at the time of grant. The computation of the expected option term is based on an
average of the vesting term and the maximum contractual life of the Companys stock options.
Computation of expected forfeitures is based on historical forfeiture rates of the Companys stock
options and restricted stock units. Share-based compensation charges will be adjusted in future
periods to reflect the results of actual forfeitures and vesting.
The weighted-average exercise price of the options granted under the stock option plans for
the three months ended March 31, 2009 and 2008 was $4.84 and $6.46, respectively, and for the six
months ended March 31, 2009 and 2008 was $4.43 and $7.12, respectively.
The components of share-based compensation expense were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
Six Months Ended March 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
Stock options under SFAS No. 123R
|
|
$
|
500
|
|
|
$
|
544
|
|
|
$
|
1,025
|
|
|
$
|
1,234
|
|
Stock options under APB 25
|
|
|
|
|
|
|
15
|
|
|
|
|
|
|
|
27
|
|
Restricted stock units
|
|
|
830
|
|
|
|
891
|
|
|
|
1,520
|
|
|
|
1,938
|
|
Employee stock purchase plan
|
|
|
11
|
|
|
|
62
|
|
|
|
92
|
|
|
|
82
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total share-based compensation
|
|
$
|
1,341
|
|
|
$
|
1,512
|
|
|
$
|
2,637
|
|
|
$
|
3,281
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenue and operating expenses include share-based compensation expense as follows for
the three and six months ended
March 31, 2009 and 2008:
13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
Six Months Ended March 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
Cost of license revenue
|
|
$
|
13
|
|
|
$
|
11
|
|
|
$
|
30
|
|
|
$
|
23
|
|
Cost of maintenance and services revenue
|
|
|
258
|
|
|
|
208
|
|
|
|
475
|
|
|
|
405
|
|
Sales and marketing expense
|
|
|
519
|
|
|
|
483
|
|
|
|
1,042
|
|
|
|
1,137
|
|
Research and development expense
|
|
|
240
|
|
|
|
343
|
|
|
|
474
|
|
|
|
677
|
|
General and administrative expense
|
|
|
311
|
|
|
|
467
|
|
|
|
616
|
|
|
|
1,039
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total share-based compensation
|
|
$
|
1,341
|
|
|
$
|
1,512
|
|
|
$
|
2,637
|
|
|
$
|
3,281
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company expects to record the unamortized portion of share-based compensation expense for
existing stock options and restricted stock units outstanding at March 31, 2009, over a
weighted-average period of 1.92 years, as follows:
|
|
|
|
|
Year Ending September 30,
|
|
|
|
|
2009 (remainder)
|
|
$
|
2,815
|
|
2010
|
|
|
4,460
|
|
2011
|
|
|
3,265
|
|
2012
|
|
|
1,786
|
|
2013
|
|
|
444
|
|
|
|
|
|
Total unamortized share-based compensation
|
|
$
|
12,770
|
|
|
|
|
|
9. Equity Compensation Plans
Stock Options
In May 1997, the Companys stockholders approved the amended and restated 1993 Stock Option
Plan, or the 1993 Plan, which provides for the grant of incentive and non-qualified stock options
for the purchase of up to 4,151,000 shares of the Companys common stock. In connection with the
adoption of the 2003 Stock Option Plan, a total of 138,000 shares then available under the 1993
Plan became available for grant under the 2003 Plan and no further option grants were permitted
under the 1993 Plan.
In March 2005, the Companys Board of Directors and stockholders approved the amended and
restated 2003 Stock Option Plan, or the 2003 Plan, which provides for the grant of incentive and
non-qualified stock options for the purchase of up to 1,312,000 shares of the Companys common
stock.
In March 2005, the Board of Directors and stockholders also approved the 2005 Stock Incentive
Plan, or the 2005 Plan. The Company has reserved for issuance an aggregate of 1,500,000 shares of
common stock under the 2005 Plan, plus 367,000 shares that were previously available for grant
under the 2003 Plan immediately prior to the closing of the Companys initial public offering and
the number of shares subject to awards granted under the 2003 Plan that expire, terminate, or are
otherwise surrendered, canceled, forfeited or repurchased by the Company at the original issuance
price pursuant to a contractual repurchase right. On October 1, 2008, an additional 1,038,000
shares were reserved under the 2005 Plan, in accordance with the provisions of the Plan, which
require an annual increase of the shares reserved for issuance under the Plan equal to the lesser
of (a) 5,000,000 shares of common stock, (b) 5% of the outstanding shares of common stock as of the
opening of business on such date or (c) an amount determined by the Board of Directors.
Officers, employees, directors and consultants of the Company are eligible to be granted stock
options and awards under each of these plans. Incentive stock options may be granted to any officer
or employee at an exercise price per share of not less than the fair value per common share on the
date of grant (not less than 110% of fair value in the case of holders of more than 10% of the
Companys stock). The 1993 Plan and 2003 Plan provide that the options shall be exercisable over a
period not to exceed ten years. The 2005 Plan provides that the options shall be exercisable over a
period not to exceed six years. The Board of Directors is responsible for administration of each of
these Plans and determines the term of each option, the option exercise price, the number of shares
for which each option is exercisable and the vesting period. Options generally vest under each of
these Plans over a period of four to five years.
14
Pursuant to the Companys tender offer to exchange outstanding stock options, during the three
months ended March 31, 2009, the Company exchanged options to purchase 950,000 shares of common
stock for new options to purchase 633,000 shares of common stock with an exercise price of $4.84
per share. Terms of the offer allowed eligible option holders to exchange outstanding options with
an exercise price greater than or equal to $10.00 per share for new options with an exercise price
equal to the fair market value of common stock on the date of the exchange, at a ratio of two new
options for three outstanding eligible options exchanged. The exchange was considered a
modification under SFAS No. 123(R), and the incremental fair value of the new awards of $457 will
be recorded over the related vesting period of the new stock option. At the date of grant, the
vesting periods of the new stock options are between two to three years. Such option exchange
activity is included in options forfeited and granted data in the table below.
15
The following is a summary of the Companys stock options outstanding and exercisable as of
March 31, 2009 and the stock option activity for all stock option plans during the six months ended
March 31, 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
Weighted
|
|
Average
|
|
|
|
|
|
|
|
|
Average
|
|
Remaining
|
|
Aggregate
|
|
|
|
|
|
|
Exercise
|
|
Contractual
|
|
Intrinsic
|
|
|
Shares
|
|
Price
|
|
Term
|
|
Value(1)
|
Outstanding at September 30, 2008
|
|
|
2,452,000
|
|
|
$
|
8.85
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
1,463,000
|
|
|
|
4.43
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(14,000
|
)
|
|
|
3.23
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(1,094,000
|
)
|
|
|
11.40
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at March 31, 2009
|
|
|
2,807,000
|
|
|
|
5.58
|
|
|
5.05 yrs
|
|
$
|
1,478
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at March 31, 2009
|
|
|
1,085,000
|
|
|
|
6.61
|
|
|
4.12 yrs
|
|
$
|
895
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options at March 31, 2009 vested and expected to vest
|
|
|
2,492,000
|
|
|
|
5.68
|
|
|
4.97 yrs
|
|
$
|
1,353
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
The aggregate intrinsic value was calculated based on the positive difference between the
closing price of the Companys common stock on March 31, 2009, the last trading day of the
period, of $4.83 per share, and the exercise price of the underlying options. The total
intrinsic value of options exercised during the three and six months ended March 31 2009 was
$10 and $24, respectively. The total intrinsic value of options exercised during the three and
six months ended March 31, 2008 was $1,399 and $1,666, respectively.
|
Restricted Stock Units
During fiscal 2006, the Company began issuing restricted stock units (RSUs) as an additional
form of equity compensation to its employees and officers, pursuant to the Companys
stockholder-approved 2005 Plan. RSUs are restricted stock awards that entitle the grantee to an
issuance of stock at a nominal cost upon vesting. RSUs generally vest over a four-year period and
unvested RSUs are forfeited and canceled as of the date that employment terminates. RSUs are
settled in shares of the Companys common stock upon vesting.
The following is a summary of the status of the Companys restricted stock units as of March
31, 2009 and the activity during the six months ended March 31, 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
Grant-Date
|
|
|
Shares
|
|
Fair Value
|
Nonvested awards at September 30, 2008
|
|
|
998,000
|
|
|
$
|
10.97
|
|
Granted
|
|
|
821,000
|
|
|
|
4.14
|
|
Vested
|
|
|
(221,000
|
)
|
|
|
10.43
|
|
Forfeited
|
|
|
(107,000
|
)
|
|
|
9.70
|
|
|
|
|
|
|
|
|
|
|
Nonvested awards at March 31, 2009
|
|
|
1,491,000
|
|
|
|
8.93
|
|
|
|
|
|
|
|
|
|
|
The Company recorded $830 and $1,520 of share-based compensation expense related to RSUs for
the three and six months ended March 31, 2009, respectively. As of March 31, 2009, there was
unrecognized compensation cost related to RSUs totaling $10,771, net of estimated forfeitures,
which will be recognized over a weighted-average period of 2.02 years.
Employee Stock Purchase Plan
In March 2005, the Board of Directors and stockholders approved the 2005 Employee Stock
Purchase Plan (ESPP) which is qualified under Section 423 of the Internal Revenue Code. On January
31, 2008, the Board of Directors approved an amendment to the ESPP. The ESPP is available to all
eligible employees, who, through payroll deductions, will be able to individually purchase shares
of the Companys common stock semi-annually at a price equal to 85% of the lower of the fair market
value of the Companys common stock on the beginning or end of the purchase period. The Company has
reserved for issuance an aggregate of 1,000,000 shares of common stock for the ESPP. At March 31,
2009, 705,000 shares were reserved for future issuance under the ESPP.
16
10. Accounting for Sabbatical Leave
On October 1, 2007, the Company adopted the consensus reached in Emerging Issues Task Force
(EITF) Issue No. 06-2,
Accounting for Sabbatical Leave and Other Similar Benefits Pursuant to
FASB Statement No. 43, Accounting for Compensated Absences
(EITF 06-2). EITF 06-2 provides
recognition guidance on the accrual of employees rights to compensated absences under a sabbatical
or other similar benefit arrangement. Prior to the adoption of EITF 06-2, the Company recorded a
liability for sabbatical leave upon an employee vesting in the benefit, which occurred when an
employee went on leave after completing a six-year service period. The adoption of EITF 06-2
resulted in an additional liability of $435, additional deferred tax assets of $161 and a reduction
to retained earnings of $274 as of October 1, 2007.
During the three months ended December 31, 2008, the Company amended its sabbatical program by
discontinuing sabbatical leave for employees who were eligible to receive such benefit after fiscal
2010. As a result of this amendment, the Company recorded a benefit of $27 and $182 to operating
expenses during the three and six months ended March 31, 2009.
11. Restructuring Charges
On October 14, 2008, the Company approved a plan to implement a strategic reduction of its
workforce designed to streamline its organization and improve its corporate performance. During the
three months ended December 31, 2008, the Company reduced its workforce by approximately 4% and
recorded a restructuring charge of $754 for one-time termination benefits to employees.
The following is a rollforward of the restructuring accrual for the six months ended March 31,
2009:
|
|
|
|
|
Restructuring
accrual balance at September 30, 2008
|
|
$
|
|
|
Provision for severance related costs
|
|
|
748
|
|
Cash payments and foreign exchange impact
|
|
|
(571
|
)
|
|
|
|
|
Restructuring accrual balance at March 31, 2009
|
|
$
|
177
|
|
|
|
|
|
12. Commitments, Contingencies and Guarantees
Contingencies
From time to time and in the ordinary course of business, the Company may be subject to
various claims, charges and litigation. In some cases, the claimants may seek damages, as well as
other relief, which, if granted, could require significant expenditures. In accordance with SFAS
No. 5,
Accounting for Contingencies
, the Company accrues the estimated costs of settlement or
damages when a loss is deemed probable and such costs are estimable. In accordance with EITF Topic
D-77,
Accounting for Legal Costs Expected To Be Incurred In Connection With A Loss Contingency
, the
Company accrues for legal costs associated with a loss contingency when a loss is probable and such
amounts are estimable. Otherwise, these costs are expensed as incurred. If the estimate of a
probable loss or defense costs is a range and no amount within the range is more likely, the
Company accrues the minimum amount of the range.
Warranties and Indemnifications
The Companys software is typically warranted to perform in a manner consistent with the
Companys documentation under normal use and circumstances. The Companys license agreements
generally include a provision by which the Company agrees to defend its customers against
third-party claims of intellectual property infringement under specified conditions and to
indemnify them against any damages and costs awarded in connection with such claims. To date, the
Company has not incurred any material costs as a result of such warranties and indemnities and has
not accrued any liabilities related to such obligations in the accompanying consolidated financial
statements.
Guarantees
17
The Company has identified the guarantees described below as disclosable in accordance with
FASB Interpretation 45 (FIN 45),
Guarantors Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others, an interpretation of FASB Statements No.
5, 57, and 107 and rescission of FASB Interpretation No. 34
. The Company evaluates estimated
losses for guarantees under SFAS No. 5. The Company considers such factors as the degree of
probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount
of loss. To date, the Company has not encountered material costs as a result of such obligations
and has not accrued any liabilities related to such guarantees in its financial statements.
As permitted under Delaware law, the Companys Certificate of Incorporation provides that the
Company indemnify each of its officers and directors during his or her lifetime for certain events
or occurrences that happen by reason of the fact that the officer or director is or was or has
agreed to serve as an officer or director of the Company. The maximum potential amount of future
payments the Company could be required to make under these indemnification agreements is unlimited;
however, the Company has a Director and Officer insurance policy that limits its exposure and would
enable the Company to recover a portion of certain future amounts paid.
The Company enters into standard indemnification agreements in the ordinary course of
business. Pursuant to these agreements, the Company typically agrees to indemnify, hold harmless,
and reimburse the indemnified party for losses suffered or incurred by the indemnified party,
generally the Companys business partners or customers, in connection with claims relating to
infringement of a U.S. patent, or any copyright or other intellectual property. Subject to
applicable statutes of limitation, the term of these indemnification agreements is generally
perpetual from the time of execution of the agreement. In certain situations the Company has agreed
to indemnify its customers for losses incurred in connection with a breach of contract. The maximum
potential amount of future payments the Company could be required to make under these
indemnification agreements is unlimited; however, the Company carries insurance that covers certain
third party claims relating to its services and could limit the Companys exposure.
13. Income Taxes
The Company uses the liability method of accounting for income taxes. Under this method,
deferred tax assets and liabilities are determined based on temporary differences between the
financial statement and tax basis of assets and liabilities and net operating loss and credit
carryforwards using enacted tax rates in effect for the year in which the differences are expected
to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date. Valuation allowances are
established when it is more likely than not that some portion of the deferred tax assets will not
be realized.
The Company has historically recorded a deferred tax liability for tax deductible goodwill
that is not amortized for financial statement purposes, but is
assessed for impairment annually and whenever events or changes in
circumstances indicate that the carrying amount of goodwill may
exceed its fair value.
During the three months ended March 31, 2009, the Company recorded a $15,266 goodwill impairment
charge, resulting in the recording of a deferred tax asset of $5,631 for future deductible
temporary differences related to goodwill. Because of the uncertainty of realizing the future
benefit of this deferred tax asset, the Company recorded a full valuation allowance against the
deferred tax asset created by the goodwill impairment charge. Concurrently, the Company recorded a
$1,264 tax benefit, which resulted from the full reversal of the existing deferred tax liability
that was previously recorded for temporary differences related to the
goodwill impaired. For the three and six
months ended March 31, 2009, our effective tax rate was lower than the federal statutory rate
primarily due to this $1,264 tax benefit and secondarily due to the mix of jurisdictional earnings,
foreign withholding taxes and adjustments in the Companys valuation allowance. For the three and
six months ended March 31, 2008, our effective tax rate is differed from the federal statutory rate
primarily due to the mix of jurisdictional earnings and the tax impact of accounting for
share-based compensation pursuant to the provisions of SFAS No. 123R.
18
14. Segment Information
SFAS No. 131,
Disclosures about Segments of an Enterprise and Related Information
, establishes
standards for reporting information regarding operating segments in annual financial statements and
requires selected information of those segments to be presented in interim financial reports issued
to stockholders. Operating segments are identified as components of an enterprise about which
separate discrete financial information is available for evaluation by the chief operating
decision-maker, or decision-making group, in making decisions on how to allocate resources and
assess performance. The Company views its operations and manages its business as one operating
segment.
Geographic Data
The following table presents revenue from unaffiliated customers by geographic region and is
determined based on the locations of customers.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
Six Months Ended March 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
United States
|
|
$
|
15,402
|
|
|
$
|
19,518
|
|
|
$
|
31,737
|
|
|
$
|
37,451
|
|
All Other
|
|
|
7,854
|
|
|
|
11,269
|
|
|
|
17,613
|
|
|
|
21,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
23,256
|
|
|
$
|
30,787
|
|
|
$
|
49,350
|
|
|
$
|
59,251
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table presents information about the Companys long-lived assets by geographic
region:
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
September 30,
|
|
|
|
2009
|
|
|
2008
|
|
North America
|
|
$
|
5,051
|
|
|
$
|
7,905
|
|
International
|
|
|
1,092
|
|
|
|
1,240
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
6,143
|
|
|
$
|
9,145
|
|
|
|
|
|
|
|
|
15. Recent Accounting Pronouncements
In December 2007, the FASB issued SFAS No. 141 (revised 2007),
Business Combinations
. This
statement establishes principles and requirements for how the acquirer in a business combination
(i) recognizes and measures in its financial statements the identifiable assets acquired, the
liabilities assumed, and any noncontrolling interest in the acquiree, (ii) recognizes and measures
the goodwill acquired in the business combination or a gain from a bargain purchase, and (iii)
determines what information to disclose to enable users of the financial statements to evaluate the
nature and financial effects of the business combination. SFAS No. 141R is effective for fiscal
years beginning after December 15, 2008 and, as such, the Company will adopt this standard in
fiscal 2010. The impact of the standard on our financial position and results of operations will be
dependent upon the number of and magnitude of the acquisitions that are consummated once the
standard is effective.
In April 2008, the FASB issued FASB Staff Position No. FAS 142-3,
Determination of Useful
Life of Intangible Assets,
or FSP 142-3. FSP 142-3 amends the factors that should be considered in
developing renewal or extension assumptions used to determine the useful life of a recognized
intangible asset under SFAS No. 142
Goodwill and Other Intangible Assets,
or SFAS 142. FSP 142-3
is intended to improve the consistency between the useful life of an intangible asset determined
under SFAS 142 and the period of expected cash flows used to measure the fair value of the asset
under SFAS No. 141(R),
Business Combinations,
or SFAS 141(R), and other U.S generally accepted
accounting principles, or GAAP. FSP 142-3 is effective for financial statements issued for fiscal
years beginning after December 15, 2008, and interim periods within those fiscal years. Early
adoption is not permitted. The Company is currently evaluating the effect that the adoption of FSP
142-3 will have on its results of operations and financial condition.
19
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
Cautionary Statement
The following discussion and analysis of our financial condition and results of operations
should be read in conjunction with our unaudited condensed consolidated financial statements and
related notes that appear elsewhere in this Quarterly Report on Form 10-Q. We believe that this
Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E
of the Securities Exchange Act. When used herein, the words believes, anticipates, plans,
expects, estimates and similar expressions are intended to identify forward-looking statements.
These forward-looking statements reflect managements current opinions and are subject to certain
risks and uncertainties that could cause results to differ materially from those stated or implied.
We assume no obligation to update this information.
Overview
We are a global provider of enterprise marketing management, or EMM, software designed to help
businesses increase their revenues and improve the efficiency and measurability of their marketing
operations. Our comprehensive set of integrated software modules is offered under the Affinium
name and MarketingCentral names. Focused exclusively on the needs of marketers, Unicas software
delivers key capabilities to track and analyze online and offline customer behavior, generate
demand and manage marketing processes, resources and assets. Our software streamlines the entire
marketing process for relationship, brand and Internet marketing from analysis and planning, to
budgeting, production management, execution and measurement. As the most comprehensive EMM suite on
the market, Affinium delivers a marketing system of record a dedicated solution through which
marketers capture, record and easily manage marketing activity, information and assets, rapidly
design campaigns, and report on performance.
We sell and market our software primarily through our direct sales force as well as through
alliances with marketing service providers (MSPs), resellers, distributors and systems integrators.
In addition to reselling and deploying our products, MSPs offer a range of marketing program
design, database development support, and execution services on an on-demand or outsourced basis.
We also provide a full range of services to our customers, including implementation, training,
consulting, maintenance and technical support, and customer success programs. We have sales offices
across the United States, including at our headquarters in Waltham, Massachusetts. Our primary
sales offices outside of the United States are in France, the United Kingdom and Singapore. In
addition, we have a research and development office in India. We have a worldwide installed base of
over 800 companies in a wide range of industries. Our current customers operate principally in the
financial services, retail, telecommunications, and travel and hospitality industries.
Management evaluates our financial condition and operating results based on many factors,
including license revenue, subscription revenue, maintenance revenue, services revenue, costs of
revenue, operating expenses, income from operations, cash flow from operations, total cash and cash
equivalents and total liabilities. Management reviews these factors on an ongoing basis and
measures them quarterly. As noted below in Results of Operations, our license revenue has
decreased significantly over the last two fiscal quarters due to, we believe, longer sales cycles,
delayed decision making and lack of commitment to large capital expenditures by our customers as a
result of the macro-economic environment. Conversely, our subscription revenue has grown, with one
of the contributing factors being the lower upfront operating expense needed for a subscription
license as compared to the higher upfront perpetual license capital expenditure. We expect to have
diminished visibility into future license revenue and expect subscription revenue to be an
attractive licensing model to our customers during this difficult economic environment.
Sources of Revenue
We derive revenue from software licenses, maintenance, services and subscriptions. License
revenue is derived from the sale of software licenses for our Affinium offerings under perpetual
software arrangements that typically include: (a) an end-user license fee paid for the use of our
products in perpetuity; (b) an annual maintenance
20
arrangement that provides for software updates and upgrades and technical support; and (c) a
services work order for implementation, training, consulting and reimbursable expenses.
Subscription revenue is derived from subscription arrangements for our Affinium offerings that
typically include: (a) a subscription fee for bundled software and support for a certain period and
(b) a services work order for implementation, training, consulting and reimbursable expenses.
License Revenue
Perpetual Licenses.
Licenses to use our software products in perpetuity generally are priced
based on (a) either a customers database size (including number of database records) or a platform
fee and (b) a specified number of users. With respect to our Affinium NetInsight product, licenses
are generally priced based on the volume of traffic of a website. We recognize perpetual license
revenue at the time of product delivery, provided all other revenue recognition criteria have been
met, pursuant to the requirements of Statement of Position (SOP) 97-2,
Software Revenue Recognition
, as amended by SOP 98-9,
Modification of SOP 97-2
,
Software Revenue Recognition with Respect to
Certain Transactions
. When we license our software on a perpetual basis through an MSP or systems
integrator, we recognize revenue upon delivery of the licensed software to the MSP or systems
integrator only if (a) the customer of the MSP or systems integrator is identified in a written
arrangement between the MSP or systems integrator and us and (b) all other revenue recognition
criteria have been met.
Maintenance and Services Revenue
Maintenance and services revenue is generated from sales of (a) maintenance, including
software updates and upgrades and technical support associated with the sale of perpetual software
licenses and (b) services, including implementation, training, consulting, and reimbursable travel.
Maintenance.
We generally sell maintenance, with respect to perpetual licenses, that includes
technical support and software updates and upgrades on a when and if available basis. Revenue is
deferred at the time the maintenance agreement is initiated and is recognized ratably over the term
of the maintenance agreement.
Services.
We generally sell implementation services and training on a time-and-materials basis
and recognize revenue when the services are performed; however, in certain circumstances, these
services may be priced on a fixed-fee basis and recognized as revenue using a proportional
performance method. Services revenue also includes billable travel, lodging and other out-of-pocket
expenses incurred as part of delivering services to our customers.
Subscription Revenue
We also market our software under subscription arrangements, typically when our software is
hosted either by us, with respect to our Affinium NetInsight and MarketingCentral products, or an
MSP with respect to our other products. We have also licensed our Affinium NetInsight product under
a subscription arrangement in a non-hosted environment. Subscription revenue includes, for a
bundled fee, (a) the right to use our software for a specified period of time, typically one year,
(b) updates and upgrades to our software, and (c) technical support. Under a subscription
agreement, we typically invoice the customer in annual or quarterly installments in advance. Where
fair value of the subscription element in an arrangement cannot be established, revenue is
recognized ratably over the contractual term of the arrangement commencing on the date at which all
services under related work orders are completed.
Cost of Revenue
Cost of license revenue for perpetual license agreements consists primarily of (a) salaries,
other labor related costs and share-based compensation related to documentation personnel, (b)
facilities and other related overhead, (c) third-party royalties for licensed technology
incorporated into our current product offerings, (d) amortization of acquired developed technology
and (e) amortization of capitalized software development costs under Statement of Financial
Accounting Standards (SFAS) No. 86,
Accounting for the Costs of Computer Software to Be Sold,
Leased or Otherwise Marketed.
21
Cost of maintenance and services revenue consists primarily of (a) salaries, other
labor-related costs, share-based compensation, facilities and other overhead related to
professional services and technical support personnel and (b) cost of services provided by
subcontractors for professional services and out-of-pocket expenses.
Cost of subscription revenue includes the allocation of specific costs including labor-related
and overhead costs associated with technical support, documentation and professional services
personnel, as well as hosting-related activities.
Operating Expenses
Sales and Marketing
. Sales and marketing expense consists primarily of (a) salaries, benefits
and share-based compensation related to sales and marketing personnel, (b) commissions and bonuses,
(c) travel, lodging and other out-of-pocket expenses, (d) marketing programs, such as trade shows
and advertising, and (e) facilities and other related overhead. The total amount of commissions
earned for a perpetual license, subscription or maintenance arrangement are recorded as expense
when revenue recognition for that arrangement commences.
Research and Development.
Research and development expense consists primarily of (a) salaries,
other labor related costs and share-based compensation related to employees working on the
development of new products, enhancement of existing products, quality assurance and testing and
(b) facilities and other related overhead. During the three and six months ended March 31, 2009,
$182,000 and $467,000 of software development costs were capitalized. During the three and six
months ended March 31, 2008, $34,000 of software development costs were capitalized.
General and Administrative
. General and administrative expense consists primarily of (a)
salaries, other labor-related costs and share-based compensation related to general and
administrative personnel, (b) accounting, legal and other professional fees, and (c) facilities and
other related overhead.
Restructuring Charges (Credits)
. Restructuring charges reflect the restructuring plan
initiated in the first quarter of fiscal 2009 to implement a strategic reduction in our workforce.
These costs include salaries, severance and legal fees. Restructuring credits represent a reversal
of a portion of the restructuring accrual upon final settlement with an employee.
Amortization of Acquired Intangible Assets
. Cost of revenue includes the amortization of
developed core technology acquired in our recent acquisitions. Operating expenses include the
amortization of acquired customer contracts and related customer relationships and trade names.
Share-Based Compensation.
We account for share-based compensation in accordance with SFAS No.
123R
Share-Based Payment,
which requires measurement of all employee share-based compensation
awards using a fair-value method and the recording of the related expense in the consolidated
financial statements. Staff Accounting Bulletin (SAB) No. 107 and No. 110 provide supplemental
guidance for SFAS No. 123R. We selected the Black-Scholes option-pricing model as the most
appropriate fair-value model for our awards and recognize compensation cost on a straight-line
basis over the requisite service period of the awards.
Application of Critical Accounting Policies and Use of Estimates
Our financial statements are prepared in accordance with accounting principles generally
accepted in the United States, or GAAP. The application of GAAP requires that we make estimates
that affect our reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenue and
expenses during the reporting period. We base our estimates on historical experience and on various
other assumptions that we believe to be reasonable under the circumstances. We evaluate our
estimates and assumptions on an ongoing basis. Our actual results may differ significantly from
these estimates.
Revenue Recognition
22
We sell our software products and services together in a multiple-element arrangement under
perpetual license and subscription agreements. We use the residual method to recognize revenues
from arrangements that include one or more elements to be delivered at a future date, when evidence
of the fair value of all undelivered elements exists. Under the residual method, the fair value of
the undelivered elements based on vendor-specific objective evidence (VSOE) is deferred and the
remaining portion of the arrangement fee is allocated to the delivered elements. Each license
arrangement requires that we analyze the individual elements in the transaction and determine the
fair value of each undelivered element, which typically includes maintenance and services. We
allocate revenue to each undelivered element based on its fair value, with the fair value
determined by the price charged when that element is sold separately.
For perpetual license agreements, we generally estimate the fair value of the maintenance
portion of an arrangement based on the maintenance renewal price for that arrangement. In
multiple-element perpetual license arrangements where we sell maintenance for less than fair value,
we defer the contractual price of the maintenance plus the difference between such contractual
price and the fair value of maintenance over the expected life of the product. We make a
corresponding reduction in license revenue. The fair value of the professional services portion of
perpetual license arrangements is based on the rates that we charge for these services when sold
separately. If, in our judgment, evidence of fair value cannot be established for the undelivered
elements in a multiple-element arrangement, the entire amount of revenue from the arrangement is
deferred until evidence of fair value can be established, or until the elements for which evidence
of fair value could not be established are delivered.
Revenue for implementation services of our software products that are not deemed essential to
the functionality of the software products, is recognized separately from license revenue. If we
were to determine that services are essential to the functionality of software in an arrangement,
the license or subscription and services revenue from the arrangement would be recognized pursuant
to SOP 81-1,
Accounting for Performance of Construction-Type Contracts and Certain Production-Type
Contracts
. In such cases, we expect that we would be able to make reasonably dependable estimates
relative to the extent of progress toward completion by comparing the total hours incurred to the
estimated total hours for the arrangement and, accordingly, we would apply the
percentage-of-completion method. If we were unable to make reasonably dependable estimates of
progress towards completion, then we would use the completed-contract method, under which revenue
is recognized only upon completion of the services. If total cost estimates exceed the anticipated
revenue, then the estimated loss on the arrangement is recorded at the inception of the arrangement
or at the time the loss becomes apparent.
We generally enter into subscription agreements that include, on a bundled basis, (a) the
right to use our software for a specified period of time, (b) updates and upgrades to our software
on a when and if available basis and (c) technical support. In subscription arrangements, where
services are not deemed essential to the functionality of the software products and fair value has
not been established for the subscription element, revenue for both the subscription and services
is recognized ratably over the longer of the term of the arrangement or the expected customer
relationship period, once the software becomes available to the end-user.
For all of our software arrangements, we do not recognize revenue until we can determine that
persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or
determinable and we deem collection to be probable. In making these judgments, we evaluate these
criteria as follows:
|
|
Evidence of an arrangement.
For the majority of our arrangements, we consider a
non-cancelable agreement signed by us and the customer to be persuasive evidence of an
arrangement. In transactions below a certain dollar threshold, we consider a purchase order
signed by the customer to be persuasive evidence of an arrangement.
|
|
|
|
Delivery.
We consider delivery to have occurred when a CD or other medium containing the
licensed software is provided to a common carrier or, in the case of electronic delivery, the
customer is given electronic access to the licensed software. Our typical end-user license
agreement does not include customer acceptance provisions.
|
|
|
|
Fixed or determinable fee.
We consider the fee to be fixed or determinable unless the fee is
subject to refund or adjustment or is not payable within our normal payment terms. If the fee
is subject to refund or adjustment, we recognize the revenue when the refund or adjustment
right lapses. If the payments are due beyond our normal terms, we recognize the revenue as
amounts become due and payable or as cash is collected.
|
23
|
|
Collection is deemed probable
. Customers are evaluated for creditworthiness through our
credit review process at the inception of the arrangement. Collection is deemed probable if,
based upon our evaluation, we expect that the customer will be able to pay amounts under the
arrangement as payments become due. If we cannot conclude that collection is probable, we
defer the revenue and recognize the revenue upon cash collection.
|
In our agreements with customers and MSPs, we provide a limited warranty that our software
will perform in a manner consistent with our documentation under normal use and circumstances. In
the event of a breach of this limited warranty, we must repair or replace the software or, if those
remedies are insufficient, provide a refund. These agreements generally do not include any other
right of return or any cancellation clause or conditions of acceptance.
24
Allowance for Doubtful Accounts
In addition to our initial credit evaluations at the inception of arrangements, we regularly
assess our ability to collect outstanding customer invoices and in so doing must make estimates of
the collectibility of accounts receivable. We provide an allowance for doubtful accounts when we
determine that the collection of an outstanding customer receivable is not probable. We
specifically analyze accounts receivable and historical bad debts experience, customer
creditworthiness, and changes in our customer payment history when evaluating the adequacy of the
allowance for doubtful accounts. If any of these factors change, our estimates may also change,
which could affect the level of our future provision for doubtful accounts.
Share-Based Compensation
We account for share-based compensation under the provisions of SFAS No. 123R, which requires
us to recognize expense related to the fair value of share-based compensation awards. Pursuant to
SFAS 123R, the fair value of each option grant is estimated on the date of grant using the
Black-Scholes pricing model, which requires us to make assumptions as to volatility, risk-free
interest rate, expected term of the awards, and expected forfeiture rate. The computation of
expected volatility is based on a study of historical volatility rates of comparable companies
during a period comparable to the expected option term. The estimated risk-free interest rate is
based on the U.S. Treasury risk-free interest rate in effect at the time of grant. The computation
of expected option term is based on an average of the vesting term and the maximum contractual life
of the Companys stock options, as described in SAB 107 and SAB 110. Computation of expected
forfeitures is based on historical forfeiture rates of the Companys stock options.
For options and other awards accounted for under SFAS No. 123R, the Company recognizes
compensation expense on a straight-line basis over the requisite service period of the award. In
addition, certain tax effects of share-based compensation are reported as a financing activity
rather than an operating activity in the statement of cash flows.
Goodwill, Other Intangible Assets and Long-Lived Assets
Goodwill represents the excess of the purchase price over the fair value of net assets
associated with various acquisitions. In accordance with SFAS No. 142,
Goodwill and Other
Intangible Assets
, goodwill is not subject to amortization. We allocated a portion of each purchase
price to intangible assets, including customer contracts and related customer relationships,
developed technology, tradenames and acquired licenses that are being amortized over their
estimated useful lives of one to fourteen years. We also allocated a portion of each purchase price
to tangible assets and assessed the liabilities to be recorded as part of the purchase price. The
estimates we made in allocating each purchase price to tangible and intangible assets, and in
assessing liabilities recorded as part of the purchase, involved the application of judgment and
the use of estimates, which could significantly affect our operating results and financial
position.
We review the carrying value of goodwill for impairment annually and whenever events or
changes in circumstances indicate that the carrying value of goodwill may exceed its fair value.
Conditions that could trigger a more frequent impairment assessment include, but are not limited
to, a significant adverse change in certain agreements, significant underperformance relative to
historical or projected future operating results, an economic downturn in customers industries,
increased competition, a significant reduction in the Companys stock price for a sustained period
or a reduction of our market capitalization relative to net book value. We evaluate impairment by
comparing the estimated fair value of each reporting unit to its carrying value. We estimate fair
value by computing our expected future discounted operating cash flows based on historical trends,
which we adjust to reflect our best estimate of future market and operating conditions. Actual
results may differ materially from these estimates. The estimates we make in determining the fair
value of each reporting unit involve the application of judgment, including the amount and timing
of future cash flows, short- and long-term growth rates, and the weighted average cost of capital,
which could affect the timing and size of any future impairment charges. Impairment of our goodwill
could significantly affect our operating results and financial position.
25
In accordance with SFAS No. 144,
Accounting for the Impairment or Disposal of Long-Lived
Assets
, we continually evaluate whether events or circumstances have occurred that indicate that
the estimated remaining useful life of our long-lived assets, including intangible assets, may
warrant revision or that the carrying value of these assets may be impaired. Any write-downs are
treated as permanent reductions in the carrying amount of the assets. We must use judgment in
evaluating whether events or circumstances indicate that useful lives should change or that the
carrying value of assets has been impaired. Any resulting revision in the useful life or the amount
of an impairment also requires judgment. Any of these judgments could affect the timing or size of
any future impairment charges. Revision of useful lives or impairment charges could significantly
affect our operating results and financial position.
Software Development Costs
We evaluate whether to capitalize or expense software development costs in accordance with
SFAS No. 86. We sell products in a market that is subject to rapid technological change, new
product development and changing customer needs. Accordingly, we have concluded that technological
feasibility is not established until the development stage of the product is nearly complete. We
define technological feasibility as the completion of a working model. We amortize software
development costs, capitalized in accordance with SFAS No. 86, over their estimated useful lives of
two years. During the three and six months ended March 31, 2009 $42,000 and $146,000, respectively,
of software development costs were capitalized in accordance with SFAS No. 86. During the three and
six months ended March 31, 2008, $14,000 of software development costs was capitalized in
accordance with SFAS No. 86.
We capitalize certain costs of software developed or obtained for internal use in accordance
with SOP 98-1,
Accounting for the Costs of Corporate Software Developed or Obtained for Internal
Use
. The costs incurred in the preliminary stages of development are expensed as incurred. Once an
application has reached the development stage, internal and external costs, if direct and
incremental, will be capitalized until the software is substantially complete and ready for its
intended use. Capitalization ceases upon completion of all substantial testing. During the three
and six months ended March 31, 2009, we capitalized $140,000 and $321,000, respectively, of
internal-use software development costs. During the three and six months ended March 31, 2008,
$20,000 of internal use software development costs were capitalized.
Income Taxes
We are subject to income taxes in both the United States and foreign jurisdictions, and we use
estimates in determining our provision for income taxes. Significant changes to these estimates
could have a material impact on our effective tax rate. Deferred tax assets, related valuation
allowances, current tax liabilities and deferred tax liabilities are determined separately by tax
jurisdiction. In making these determinations, we estimate tax assets, related valuation allowances,
current tax liabilities and deferred tax liabilities and assess temporary differences resulting
from differing treatment of items for tax and accounting purposes. At March 31, 2009, our deferred
tax assets consist primarily of state research and development tax credit carryforwards, foreign
tax credit carryforwards and temporary differences relating primarily to share-based compensation
expense and acquired intangible assets. We assess the likelihood that deferred tax assets will be
realized, and we recognize a valuation allowance if it is more likely than not that some portion of
the deferred tax assets will not be realized. This assessment requires judgment as to the
likelihood and amounts of future taxable income by tax jurisdiction.
FASB Statement No. 109, (SFAS No. 109)
Accounting for Income Taxes
, requires that deferred
tax assets be reduced by a valuation allowance if, based on the weight of available evidence, it is
more likely than not that some or all of the deferred tax assets will not be realized. The
valuation allowance must be sufficient to reduce the deferred tax assets to the amount that is more
likely than not to be realized. Future realization of deferred tax assets ultimately depends on the
existence of sufficient taxable income of the appropriate character in either the carryback or
carryforward period under the tax laws. We analyzed the likelihood of the realization of our
deferred tax assets during the quarter ending March 31, 2009. Based on the weight of all of the
available evidence, particularly the negative evidence associated with the uncertainty of
accurately predicting future results in the current economic environment, we continue to provide a
full valuation allowance against all of our U.S. federal and state deferred tax assets and against
all of the deferred tax assets of our subsidiary in France. As a
result of the valuation allowance recorded at March 31, 2009, we have
not recorded a tax benefit for the loss before tax during three and
six months ended March 31, 2009.
26
Contingencies
From time to time and in the ordinary course of business, we may be subject to various claims,
charges and litigation. In some cases, the claimants may seek damages, as well as other relief,
which, if granted, could require significant expenditures. In accordance with SFAS No. 5,
Accounting for Contingencies
, we accrue the estimated costs of settlement or damages when a loss is
deemed probable and such costs are estimable. In accordance with EITF Topic D-77,
Accounting for
Legal Costs Expected To Be Incurred In Connection With A Loss Contingency
, we accrue for legal
costs related to a loss contingency when a loss is probable and such amounts are estimable.
Otherwise, these costs are expensed as incurred. If the estimate of a probable loss or defense
costs is a range and no amount within the range is more likely, we accrue the minimum amount of the
range.
Valuation of Business Combinations
We record intangible assets acquired in business combinations under the purchase method of
accounting. We allocate the amounts we pay for each acquisition to the assets we acquire and
liabilities we assume based on their fair values at the date of acquisition. We then allocate the
purchase price in excess of net tangible assets acquired to identifiable intangible assets,
including developed technology, customer contracts and related customer relationships, tradenames
and in-process research and development. The fair value of identifiable intangible assets is based
on detailed valuations that use information and assumptions provided by management. We allocate any
excess purchase price over the fair value of the net tangible and intangible assets acquired to
goodwill. The use of alternative purchase price allocations and alternative estimated useful life
assumptions could result in different intangible asset amortization expense in current and future
periods.
The valuation of in-process research and development represents the estimated fair value at
the dates of acquisition related to in-process projects. Our in-process research and development
represents the value of in-process projects that have not yet reached technological feasibility and
have no alternative future uses as of the date of acquisition. We expense the value attributable to
these in-process projects at the time of the acquisition.
Results of Operations
Comparison of Three Months Ended March 31, 2009 and 2008
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
Percentage of
|
|
|
|
|
|
|
Percentage of
|
|
|
Period-to-Period Change
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
Percentage
|
|
|
|
Amount
|
|
|
Revenue
|
|
|
Amount
|
|
|
Revenue
|
|
|
Amount
|
|
|
Change
|
|
License
|
|
$
|
4,205
|
|
|
|
18
|
%
|
|
$
|
11,635
|
|
|
|
38
|
%
|
|
$
|
(7,430
|
)
|
|
|
(64
|
)%
|
Maintenance and services:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maintenance fees
|
|
|
10,832
|
|
|
|
47
|
|
|
|
10,741
|
|
|
|
35
|
|
|
|
91
|
|
|
|
1
|
|
Services
|
|
|
3,796
|
|
|
|
16
|
|
|
|
5,351
|
|
|
|
17
|
|
|
|
(1,555
|
)
|
|
|
(29
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total maintenance
and services
|
|
|
14,628
|
|
|
|
63
|
|
|
|
16,092
|
|
|
|
52
|
|
|
|
(1,464
|
)
|
|
|
(9
|
)
|
Subscription revenue
|
|
|
4,423
|
|
|
|
19
|
|
|
|
3,060
|
|
|
|
10
|
|
|
|
1,363
|
|
|
|
45
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
23,256
|
|
|
|
100
|
%
|
|
$
|
30,787
|
|
|
|
100
|
%
|
|
$
|
(7,531
|
)
|
|
|
(24
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue for the three months ended March 31, 2009 was $23.3 million, a decrease of 24%,
or $7.5 million from the three months ended March 31, 2008. Total revenue decreased as a result of
lower license sales relating to our Affinium product suite, partially offset by an increase in
subscription revenue primarily related to the increased sales through our MSP channel and increased
sales of our on-demand products.
Total license revenue for the three months ended March 31, 2009 was $4.2 million, a decrease
of 64%, or $7.4 million from the three months ended March 31, 2008. This decrease in license
revenue was primarily attributable to lower sales of our Affinium products, primarily related to
delays in our sales cycles and cautious buying behavior on the part of our customers. We believe
that the overall global macroeconomic environment has caused customers to re-evaluate spending on
purchases of information technology assets. While we continue to see demand for our
27
products, selling cycles have nonetheless been extended and license revenue has decreased
compared to the corresponding period in the prior year. Until we experience a positive change in
the overall global macroeconomic environment, we anticipate sales cycles will continue to be
delayed and license revenue will be lower than that of the corresponding period of the prior year.
Maintenance fees revenue is associated with maintenance agreements in connection with sales of
perpetual licenses to our existing installed customer base and to new customers. Maintenance fees
revenue for the three months ended March 31, 2009 was $10.8 million, an increase of 1%, or $91,000
from the three months ended March 31, 2008.
Services revenue for the three months ended March 31, 2009 was $3.8 million, a decrease of
29%, or $1.6 million from the three months ended March 31, 2008. The decrease in services revenue
was primarily the result of a decline in revenue related to implementations from new license sales.
Total subscription revenue for the three months ended March 31, 2009 was $4.4 million, an
increase of 45%, or $1.4 million from the three months ended March 31, 2008. The increase in
subscription revenue was primarily attributable to higher sales of our on-demand products and
increased sales through our MSP channel. We anticipate that subscription revenue will continue to
increase in future quarters as we enter into additional subscription agreements and expand our
on-demand product offerings, and as our customers may prefer subscription-based licenses during the
difficult economic environment.
Recurring Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
Percentage of
|
|
|
|
|
|
|
Percentage of
|
|
|
Period-to-Period Change
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
Percentage
|
|
|
|
Amount
|
|
|
Revenue
|
|
|
Amount
|
|
|
Revenue
|
|
|
Amount
|
|
|
Change
|
|
Recurring revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maintenance fees
|
|
$
|
10,832
|
|
|
|
47
|
%
|
|
$
|
10,741
|
|
|
|
35
|
%
|
|
|
91
|
|
|
|
1
|
%
|
Subscription revenue
|
|
|
4,423
|
|
|
|
19
|
|
|
|
3,060
|
|
|
|
10
|
|
|
|
1,363
|
|
|
|
45
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total recurring revenue
|
|
|
15,255
|
|
|
|
66
|
|
|
|
13,801
|
|
|
|
45
|
|
|
|
1,454
|
|
|
|
11
|
|
License revenue
|
|
|
4,205
|
|
|
|
18
|
|
|
|
11,635
|
|
|
|
38
|
|
|
|
(7,430
|
)
|
|
|
(64
|
)
|
Services
|
|
|
3,796
|
|
|
|
16
|
|
|
|
5,351
|
|
|
|
17
|
|
|
|
(1,555
|
)
|
|
|
(29
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
23,256
|
|
|
|
100
|
%
|
|
$
|
30,787
|
|
|
|
100
|
%
|
|
$
|
(7,531
|
)
|
|
|
(24
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We generate recurring revenue from both maintenance and subscription arrangements, which is
recognized ratably over the contractual term of the arrangement or agreement.
Recurring revenue for the three months ended March 31, 2009 was $15.3 million, an increase of
11%, or $1.5 million from the three months ended March 31, 2008. The increase in recurring revenue
resulted from additional subscription revenue related to sales through our MSP channel and sales of
our on-demand products. Recurring revenue as a percentage of total revenue was 66% for the three
months ended March 31, 2009 as compared to 45% for the three months ended March 31, 2008, which is
primarily the result of a change in the mix of subscription versus license revenue.
Revenue by Geography
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
Percentage of
|
|
|
|
|
|
|
Percentage of
|
|
|
Period-to-Period Change
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
Percentage
|
|
|
|
Amount
|
|
|
Revenue
|
|
|
Amount
|
|
|
Revenue
|
|
|
Amount
|
|
|
Change
|
|
North America
|
|
$
|
16,414
|
|
|
|
71
|
%
|
|
$
|
19,518
|
|
|
|
63
|
%
|
|
$
|
(3,104
|
)
|
|
|
(16
|
%)
|
International
|
|
|
6,842
|
|
|
|
29
|
|
|
|
11,269
|
|
|
|
37
|
|
|
|
(4,427
|
)
|
|
|
(39
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
|
$
|
23,256
|
|
|
|
100
|
%
|
|
$
|
30,787
|
|
|
|
100
|
%
|
|
$
|
(7,531
|
)
|
|
|
(24
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28
For purposes of this discussion, we designate revenue by geographic regions based on the
locations of our customers. North America is comprised of revenue from the United States and
Canada. International is comprised of revenue from the rest of the world. Depending on the timing
of new customer contracts, revenue mix from geographic region can vary widely from period to
period.
Total revenue for North America for the three months ended March 31, 2009 was $16.4 million, a
decrease of 16%, or $3.1 million from the three months ended March 31, 2008. The decrease in total
revenue for North America was primarily related to a decrease in license revenue. Total revenue for
International for the three months ended March 31, 2009 was $6.8 million, a decrease of 39%, or
$4.5 million from the three months ended March 31, 2008.
Cost of Revenue and Gross Margin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
Gross Margin on
|
|
|
|
|
|
|
Gross Margin on
|
|
|
Period-to-Period Change
|
|
|
|
|
|
|
|
Related
|
|
|
|
|
|
|
Related
|
|
|
|
|
|
|
Percentage
|
|
|
|
Amount
|
|
|
Revenue
|
|
|
Amount
|
|
|
Revenue
|
|
|
Amount
|
|
|
Change
|
|
License
|
|
$
|
505
|
|
|
|
88
|
%
|
|
$
|
828
|
|
|
|
93
|
%
|
|
$
|
(323
|
)
|
|
|
(39
|
%)
|
Maintenance and services
|
|
|
4,483
|
|
|
|
69
|
|
|
|
6,637
|
|
|
|
59
|
|
|
|
(2,154
|
)
|
|
|
(32
|
)
|
Subscription
|
|
|
1,037
|
|
|
|
77
|
|
|
|
652
|
|
|
|
79
|
|
|
|
385
|
|
|
|
59
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost of revenue
|
|
$
|
6,025
|
|
|
|
74
|
%
|
|
$
|
8,117
|
|
|
|
74
|
%
|
|
$
|
(2,092
|
)
|
|
|
(26
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of license revenue for the three months ended March 31, 2009 was $505,000, a decrease of
39% or $323,000 from the three months ended March 31, 2008. The decrease in cost of license revenue
was primarily due to (a) a $211,000 decrease in labor-related costs and (b) a $44,000 decrease in
royalties. Royalties paid for third-party licensed technology represented 3% of total license
revenue for the three months ended March 31, 2009. Royalties related to license revenue may
fluctuate based on the mix of products we sell. We expect royalties paid for third-party licensed
technology to be between 1% and 3% of total license revenue. Gross margin on license revenue was
88% in the three months ended March 31 2009 compared to 93% in the three months ended March 31,
2008. The decrease in gross margin is primarily the result of decreased sales volume.
Cost of maintenance and services for the three months ended March 31, 2009 was $4.5 million, a
decrease of 32%, or $2.2 million from the three months ended March 31, 2008. The decrease in cost
of maintenance and services revenue was primarily due to (a) a $1.5 million decrease in
labor-related costs and other direct consulting costs and (b) a $706,000 decrease in subcontractor
costs. The reduction in labor-related and subcontractor costs was primarily related to a decrease
of implementation services in connection with new license sales. Gross margin on maintenance and
services revenue was 69% for the three months ended March 31, 2009, up from 59% for the three
months ended March 31, 2008. The increase in gross margin primarily related to the increase in the
mix of maintenance revenue compared to service revenue. Gross margin on maintenance and services
revenue fluctuates based on the mix of revenues from services and maintenance and the degree to
which we use subcontractor services. Gross margin on maintenance and services revenue is expected
to remain relatively unchanged for the remainder of fiscal 2009.
Cost of subscription revenue for the three months ended March 31, 2009 was $1.0 million, an
increase of 59%, or $386,000, from the three months ended March 31, 2008. The increase in cost of
subscription revenue was primarily due to an increase in labor-related expenses, as well as an
increase in hosting-related activities.
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
Percentage of
|
|
|
|
|
|
|
Percentage of
|
|
|
Period-to-Period Change
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
Percentage
|
|
|
|
Amount
|
|
|
Revenue
|
|
|
Amount
|
|
|
Revenue
|
|
|
Amount
|
|
|
Change
|
|
Sales and marketing
|
|
$
|
9,919
|
|
|
|
43
|
%
|
|
$
|
12,626
|
|
|
|
41
|
%
|
|
$
|
(2,707
|
)
|
|
|
(21
|
%)
|
Research and development
|
|
|
4,970
|
|
|
|
21
|
|
|
|
5,864
|
|
|
|
19
|
|
|
|
(894
|
)
|
|
|
(15
|
)
|
General and administrative
|
|
|
3,932
|
|
|
|
17
|
|
|
|
4,583
|
|
|
|
15
|
|
|
|
(651
|
)
|
|
|
(14
|
)
|
29
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
Percentage of
|
|
|
|
|
|
|
Percentage of
|
|
|
Period-to-Period Change
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
Percentage
|
|
|
|
Amount
|
|
|
Revenue
|
|
|
Amount
|
|
|
Revenue
|
|
|
Amount
|
|
|
Change
|
|
Restructuring charges (credits)
|
|
|
(6
|
)
|
|
|
|
|
|
|
(20
|
)
|
|
|
|
|
|
|
14
|
|
|
|
70
|
|
Amortization of acquired
intangible assets
|
|
|
450
|
|
|
|
2
|
|
|
|
394
|
|
|
|
1
|
|
|
|
56
|
|
|
|
14
|
|
Goodwill impairment charge
|
|
|
15,266
|
|
|
|
66
|
%
|
|
|
|
|
|
|
|
|
|
|
15,266
|
|
|
|
100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
$
|
34,531
|
|
|
|
148
|
%
|
|
$
|
23,447
|
|
|
|
76
|
%
|
|
$
|
11,084
|
|
|
|
47
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and Marketing.
Sales and marketing expense for the three months ended March 31, 2009 was
$9.9 million, a decrease of 21%, or $2.7 million from the three months ended March 31, 2008. The
decrease was primarily the result of a $3.1 million decrease in labor-related expenses due to
decreased headcount and decreased commission expense due to a reduction in revenue. We expect
quarterly sales and marketing expense to increase slightly in absolute dollars for the remainder of
fiscal 2009.
Research and Development.
Research and development expense for the three months ended March
31, 2009 was $5.0 million, a decrease of 15%, or $894,000, from the three months ended March 31,
2008. The decrease in research and development expense was primarily the result of (a) a $669,000
decrease in labor-related expenses, principally due to decreased headcount, (b) a $103,000 decrease
in share-based compensation expense and (c) a $90,000 decrease in professional services expenses.
Capitalized software development costs were $182,000 and $34,000 during the three months ended
March 31, 2009 and 2008, respectively. We expect quarterly research and development expense to
remain relatively unchanged in absolute dollars for the remainder of fiscal 2009.
General and Administrative.
General and administrative expense for the three months ended
March 31, 2009 was $3.9 million, a decrease of 14%, or $651,000, from the three months ended March
31, 2008. The decrease in general and administrative expense was primarily the result of (a) a
$323,000 decrease in labor-related expenses, principally due to decreased headcount, (b) a $260,000
decrease in professional services fees and (c) a $156,000 decrease in share-based compensation
expense. We expect quarterly general and administrative expense to remain relatively unchanged in
absolute dollars for the remainder of fiscal 2009.
Restructuring Charges
. In the first quarter of fiscal 2009, the Company reduced its workforce
by approximately 4% and recorded a restructuring charge of $754,000 for one-time termination
benefits to employees. The strategic reduction of workforce was designed to streamline the
Companys organization and improve its corporate performance. The restructuring accrual at March
31, 2009 was $177,000, and is expected to be paid by the end of fiscal 2010.
The following is a rollforward of the restructuring accrual for the three months ended March
31, 2009:
|
|
|
|
|
Restructuring accrual balance at December 31, 2008
|
|
$
|
439,000
|
|
Provision (credit) for severance related costs
|
|
|
(6,000
|
)
|
Cash payments and foreign exchange impact
|
|
|
(256,000
|
)
|
|
|
|
|
Restructuring accrual balance at March 31, 2009
|
|
$
|
177,000
|
|
|
|
|
|
Amortization of Acquired Intangible Assets.
Amortization of acquired intangible assets was
$450,000 and $394,000 for the three months ended March 31, 2009 and 2008, respectively.
Goodwill impairment.
During the three months ended March 31, 2009, we changed the structure of
our reporting units, which resulted in us having two remaining reporting units. Two previously
separate reporting units were combined into one reporting unit. Given the change in reporting
units as well as the decline in our market capitalization and overall operating results, we
performed an interim impairment assessment of our goodwill at March 31,
2009 related to the reporting units previously existing before the structure change. As part of
this assessment, we applied a weighting to the income approach and the market approach of 60% and
40%, respectively, for two of the reporting units and 90% and 10%, respectively, for the remaining
reporting unit. The weightings were determined based upon the degree of comparability of companies
and acquisitions in the marketplace. As a result of the goodwill impairment assessment, during the
three months ended March 31, 2009, we recorded a $15.3 million charge relating to the impairment of
goodwill. Of the $15.3 million goodwill impairment charge, $5.7 million related to goodwill from
the acquisition of MarketingCentral LLC and 9.6 million related to
30
goodwill from the acquisition of Sane Solutions LLC. We also performed a subsequent impairment
assessment on the newly combined reporting unit after the change in structure, which did not
indicate a further impairment. We determined that our other long-lived assets, including
definite-lived intangible assets, were not impaired.
Other Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
Percentage of
|
|
|
|
|
|
|
Percentage of
|
|
|
Period-to-Period Change
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
Percentage
|
|
|
|
Amount
|
|
|
Revenue
|
|
|
Amount
|
|
|
Revenue
|
|
|
Amount
|
|
|
Change
|
|
Interest income, net
|
|
$
|
160
|
|
|
|
1
|
%
|
|
$
|
390
|
|
|
|
1
|
%
|
|
$
|
(230
|
)
|
|
|
(59
|
)%
|
Other expense, net
|
|
|
(483
|
)
|
|
|
(2
|
%)
|
|
|
(208
|
)
|
|
|
(1
|
)
|
|
|
(275
|
)
|
|
|
(132
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense), net
|
|
$
|
(323
|
)
|
|
|
(1
|
%)
|
|
$
|
182
|
|
|
|
|
|
|
$
|
(505
|
)
|
|
|
(277
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31
Interest income, net was $160,000 for the three months ended March 31, 2009, a $230,000
decrease from the three months ended March 31, 2008. Interest income is generated from the
investment of our cash balances, less related bank fees. The decrease in interest income, net
principally reflected lower interest rates on invested cash balances.
Other income (expense), net consisted primarily of foreign currency translation and
transaction gains and losses.
Provision for (Benefit from) Income Taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
|
2009
|
|
2008
|
|
|
|
|
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
Percentage of
|
|
|
|
|
|
Percentage of
|
|
Period-to-Period Change
|
|
|
|
|
|
|
Income Before
|
|
|
|
|
|
Loss Before
|
|
|
|
|
|
Percentage
|
|
|
Amount
|
|
Income Taxes
|
|
Amount
|
|
Income Taxes
|
|
Amount
|
|
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
Provision for
(benefit from)
income taxes
|
|
$
|
(1,492
|
)
|
|
|
8
|
%
|
|
$
|
(318
|
)
|
|
|
53
|
%
|
|
$
|
1,174
|
|
|
|
*
|
|
Benefit from income taxes was $1.5 million or an effective tax rate of 8% for the three months
ended March 31, 2009, a $1.2 million change from the three months ended March 31, 2008. During the
three months ended March 31, 2009, we recorded a $15.3 million goodwill impairment charge,
resulting in the recording of a deferred tax asset for future deductible temporary differences.
Because of the uncertainty of realizing the benefit in the future of this deferred tax asset, we
recorded a full valuation allowance against the net deferred tax asset created by the goodwill
impairment charge. Concurrently, we recorded a $1.3 million tax benefit, which resulted from the
full reversal of the existing deferred tax liability we had previously recorded for temporary
differences related to the goodwill impaired. For the three months ended March 31, 2009, our effective tax rate
was lower than the federal statutory rate primarily due to this $1.3 million tax benefit and
secondarily due to the mix of jurisdictional earnings, foreign withholding taxes and adjustments in
the Companys valuation allowance. For the three months ended March 31, 2008, our effective tax
rate was different from the federal statutory rate primarily due to the mix of jurisdictional
earnings and the tax impact of accounting for share-based compensation pursuant to the provisions
of SFAS No. 123R.
32
Comparison of Six Months Ended March 31, 2009 and 2008
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended March 31,
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
Percentage of
|
|
|
|
|
|
|
Percentage of
|
|
|
Period-to-Period Change
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
Percentage
|
|
|
|
Amount
|
|
|
Revenue
|
|
|
Amount
|
|
|
Revenue
|
|
|
Amount
|
|
|
Change
|
|
License
|
|
$
|
10,665
|
|
|
|
22
|
%
|
|
$
|
22,780
|
|
|
|
38
|
%
|
|
$
|
(12,115
|
)
|
|
|
(53
|
)%
|
Maintenance and services:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maintenance fees
|
|
|
22,414
|
|
|
|
45
|
|
|
|
21,370
|
|
|
|
36
|
|
|
|
1,044
|
|
|
|
5
|
|
Services
|
|
|
7,570
|
|
|
|
15
|
|
|
|
9,311
|
|
|
|
16
|
|
|
|
(1,741
|
)
|
|
|
(19
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total maintenance and services
|
|
|
29,984
|
|
|
|
60
|
|
|
|
30,681
|
|
|
|
52
|
|
|
|
(697
|
)
|
|
|
(2
|
)
|
Subscription revenue
|
|
|
8,701
|
|
|
|
18
|
|
|
|
5,790
|
|
|
|
10
|
|
|
|
2,911
|
|
|
|
50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
|
$
|
49,350
|
|
|
|
100
|
%
|
|
$
|
59,251
|
|
|
|
100
|
%
|
|
$
|
(9,901
|
)
|
|
|
(17
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue for the six months ended March 31, 2009 was $49.4 million, a decrease of 17% or
$9.9 million from the six months ended March 31, 2008. Total revenue decreased as a result of lower
license sales relating to our Affinium product suite, partially offset by an increase in
subscription revenue primarily related to the increased sales through our MSP channel and increased
sales of our on-demand products.
Total license revenue for the six months ended March 31, 2009 was $10.7 million, a decrease of
53% or $12.1 million from the six months ended March 31, 2008. This decrease in license revenue was
primarily attributable to lower sales of our Affinium products, primarily related to delays in our
sales cycles and cautious buying behavior on the part of our customers. We believe that the overall
global macroeconomic environment has caused customers to re-evaluate spending on purchases of
information technology assets. While we continue to see demand for our products, selling cycles
have nonetheless been extended and license revenue has decreased compared to the corresponding
period in the prior year. Until we experience a positive change in the overall global macroeconomic
environment, we anticipate sales cycles will continue to be delayed and license revenue will be
lower than that of prior periods.
Maintenance fees revenue for the six months ended March 31, 2009 was $22.4 million, an
increase of 5%, or $1.0 million from the six months ended March 31, 2008. The increase primarily
reflects additional maintenance fees on the sale of new licenses in fiscal 2008.
Services revenue for the six months ended March 31, 2009 was $7.6 million, a decrease of 19%,
or $1.7 million from the six months ended March 31, 2008. The decrease in services revenue was
primarily the result of a decline in revenue related to implementations from new license sales.
Total subscription revenue for the six months ended March 31, 2009 was $8.7 million, an
increase of 50%, or $2.9 million from the six months ended March 31, 2008. The increase in
subscription revenue was primarily attributable to higher sales of our on-demand products and
increased sales through our MSP channel.
Recurring Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended March 31,
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of
|
|
|
|
|
|
Percentage of
|
|
Period-to-Period Change
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
Total
|
|
|
|
|
|
Percentage
|
|
|
Amount
|
|
Revenue
|
|
Amount
|
|
Revenue
|
|
Amount
|
|
Change
|
Recurring revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maintenance fees
|
|
$
|
22,414
|
|
|
|
45
|
%
|
|
$
|
21,370
|
|
|
|
36
|
%
|
|
|
1,044
|
|
|
|
5
|
%
|
Subscription revenue
|
|
|
8,701
|
|
|
|
18
|
|
|
|
5,790
|
|
|
|
10
|
|
|
|
2,911
|
|
|
|
50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total recurring revenue
|
|
|
31,115
|
|
|
|
63
|
|
|
|
27,160
|
|
|
|
46
|
|
|
|
3,955
|
|
|
|
15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
License
|
|
|
10,665
|
|
|
|
22
|
|
|
|
22,780
|
|
|
|
38
|
|
|
|
(12,115
|
)
|
|
|
(53
|
)
|
33
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended March 31,
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of
|
|
|
|
|
|
Percentage of
|
|
Period-to-Period Change
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
Total
|
|
|
|
|
|
Percentage
|
|
|
Amount
|
|
Revenue
|
|
Amount
|
|
Revenue
|
|
Amount
|
|
Change
|
Services
|
|
|
7,570
|
|
|
|
15
|
|
|
|
9,311
|
|
|
|
16
|
|
|
|
(1,741
|
)
|
|
|
(19
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
|
$
|
49,350
|
|
|
|
100
|
%
|
|
$
|
59,251
|
|
|
|
100
|
%
|
|
$
|
(9,901
|
)
|
|
|
(17
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We generate recurring revenue from both maintenance and subscription arrangements, which are
recognized ratably over the contractual term of the arrangement or agreement.
Recurring revenue for the six months ended March 31, 2009 was $31.1 million, an increase of
15%, or $4.0 million from the six months ended March 31, 2008. The increase in recurring revenue
resulted (a) an increase in maintenance fees on sales of new licenses in fiscal 2008 and (b)
additional subscription revenue related to sales through our MSP channel and sales of our on-demand
products. Recurring revenues as a percentage of total revenue was 63% for the six months ended
March 31, 2009 as compared to 46% for the six months ended March 31, 2008, which is primarily the
result of a change in the mix of subscription versus license revenue.
Revenue by Geography
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended March 31,
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
Percentage of
|
|
|
|
|
|
|
Percentage of
|
|
|
Period-to-Period Change
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
Percentage
|
|
|
|
Amount
|
|
|
Revenue
|
|
|
Amount
|
|
|
Revenue
|
|
|
Amount
|
|
|
Change
|
|
North America
|
|
$
|
33,556
|
|
|
|
68
|
%
|
|
$
|
37,451
|
|
|
|
63
|
%
|
|
$
|
(3,895
|
)
|
|
|
(10
|
)%
|
International
|
|
|
15,794
|
|
|
|
32
|
|
|
|
21,800
|
|
|
|
37
|
|
|
|
(6,006
|
)
|
|
|
(28
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
|
$
|
49,350
|
|
|
|
100
|
%
|
|
$
|
59,251
|
|
|
|
100
|
%
|
|
$
|
(9,901
|
)
|
|
|
(17
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For purposes of this discussion, we designate revenue by geographic regions based on the
locations of our customers. North America is comprised of revenue from the United States and
Canada. International is comprised of revenue from the rest of the world. Depending on the timing
of new customer contracts, revenue mix from geographic region can vary widely from period to
period.
Total revenue for North America for the six months ended March 31, 2009 was $33.6 million, a
decrease of 10%, or $3.9 million from the six months ended March 31, 2008. The decrease in total
revenue for North America was primarily related to a decrease in license revenue. Total revenue for
International for the six months ended March 31, 2009 was $15.8 million, a decrease of 28%, or $6.0
million from the three months ended March 31, 2008.
34
Cost of Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended March 31,
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
Gross
|
|
|
|
|
|
|
Gross
|
|
|
|
|
|
|
|
|
|
|
Margin on
|
|
|
|
|
|
|
Margin on
|
|
|
Period-to-Period Change
|
|
|
|
|
|
|
|
Related
|
|
|
|
|
|
|
Related
|
|
|
|
|
|
Percentage
|
|
|
|
Amount
|
|
|
Revenue
|
|
|
Amount
|
|
|
Revenue
|
|
|
Amount
|
|
|
Change
|
|
License
|
|
$
|
1,141
|
|
|
|
89
|
%
|
|
$
|
1,587
|
|
|
|
93
|
%
|
|
$
|
(446
|
)
|
|
|
(28
|
)%
|
Maintenance and services
|
|
|
9,704
|
|
|
|
68
|
|
|
|
12,430
|
|
|
|
59
|
|
|
|
(2,726
|
)
|
|
|
(22
|
)
|
Subscription
|
|
|
2,050
|
|
|
|
76
|
|
|
|
1,305
|
|
|
|
77
|
|
|
|
745
|
|
|
|
57
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost of revenue
|
|
$
|
12,895
|
|
|
|
74
|
%
|
|
$
|
15,322
|
|
|
|
74
|
%
|
|
$
|
(2,427
|
)
|
|
|
(16
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of license revenue for the six months ended March 31, 2009 was $1.1 million, a decrease
of 28% or $446,000 from the six months ended March 31, 2008. The decrease in cost of license
revenue was primarily due to (a) a $370,000 decrease in labor-related costs and (b) a $25,000
decrease in royalties. Royalties paid for third-party licensed technology represented 3% of total
license revenue for the six months ended March 31, 2009. Royalties related to license revenue may
fluctuate based on the mix of products we sell. We expect royalties paid for third-party licensed
technology to remain between 1% and 3% of total license revenue. Gross margin on license revenue
was 89% in the six months ended March 31, 2009 and 93% in the six months ended March 31, 2008.
Cost of maintenance and services for the six months ended March 31, 2009 was $9.7 million, a
decrease of 22% or $2.7 million from the six months ended March 31, 2008. The decrease in cost of
maintenance and services revenue was primarily due to (a) a $2.4 million decrease in labor-related
costs and other direct consulting costs and (b) a $516,000 decrease in subcontractor costs. The
reduction in labor-related and subcontractor costs was primarily related to a decrease of
implementation services in connection with new license sales. Gross margin on maintenance and
services revenue was 68% in the six months ended March 31, 2009, down from 59% for the six months
ended March 31, 2008. The reduction in gross margin is primarily related to the increase in the mix
of services revenue compared to maintenance revenue. Gross margin on maintenance and services
revenue fluctuates based on the mix of revenues from services and maintenance and the degree to
which we use subcontractor services.
Cost of subscription revenue for the six months ended March 31, 2009 was $2.1 million, an
increase of 57%, or $745,000 from the six months ended March 31, 2008. The increase in cost of
subscription revenue was primarily due to an increase in labor-related expenses, as well as an
increase in hosting-related activities.
.
35
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended March 31,
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
Percentage of
|
|
|
|
|
|
|
Percentage of
|
|
|
Period-to-Period Change
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
Percentage
|
|
|
|
Amount
|
|
|
Revenue
|
|
|
Amount
|
|
|
Revenue
|
|
|
Amount
|
|
|
Change
|
|
Sales and marketing
|
|
$
|
20,941
|
|
|
|
42
|
%
|
|
$
|
24,387
|
|
|
|
41
|
%
|
|
$
|
(3,446
|
)
|
|
|
(14
|
)%
|
Research and development
|
|
|
10,416
|
|
|
|
21
|
|
|
|
11,811
|
|
|
|
20
|
|
|
|
(1,395
|
)
|
|
|
(12
|
)
|
General and administrative
|
|
|
7,889
|
|
|
|
16
|
|
|
|
9,577
|
|
|
|
16
|
|
|
|
(1,688
|
)
|
|
|
(18
|
)
|
Restructuring charges (credits)
|
|
|
748
|
|
|
|
2
|
|
|
|
(286
|
)
|
|
|
|
|
|
|
1,034
|
|
|
|
362
|
|
Amortization of acquired
intangible assets
|
|
|
935
|
|
|
|
2
|
|
|
|
787
|
|
|
|
1
|
|
|
|
148
|
|
|
|
19
|
|
Goodwill impairment charge
|
|
|
15,266
|
|
|
|
31
|
|
|
|
|
|
|
|
|
|
|
|
15,266
|
|
|
|
100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
$
|
56,195
|
|
|
|
114
|
%
|
|
$
|
46,276
|
|
|
|
78
|
%
|
|
$
|
9,919
|
|
|
|
21
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and Marketing.
Sales and marketing expense for the six months ended March 31, 2009 was
$20.9 million, a decrease of 14%, or $3.4 million from the six months ended March 31, 2008. The
decrease was primarily a result of (a) a $3.7 million decrease in labor related due to decreased
headcount and decreased commission expense due to a reduction in revenue and (b) a $95,000 decrease
in share-based compensation expense.
Research and Development.
Research and development expense for the six months ended March 31,
2009 was $10.4 million, a decrease of 12%, or $1.4 million from the six months ended March 31,
2008. The decrease in research and development was primarily a result of (a) a $1.3 million
decrease in labor-related expenses, principally due to decreased personnel reflecting a decreased
investment and development of our Affinium product suite and (b) a $203,000 decrease in share-based
compensation expense. Capitalized software development costs were $467,000 and $34,000 during the
six months ended March 31, 2009 and 2008, respectively. We expect quarterly research and
development expense to remain relatively unchanged in absolute dollars for the remainder of fiscal
2009.
General and Administrative.
General and administrative expense for the six months ended March
31, 2009 was $7.9 million, a decrease of 18%, or $1.7 million from the six months ended March 31,
2008. The decrease in general and administrative expense was primarily a result of (a) a $264,000
decrease in labor-related expenses and (b) a $1.0 million decrease in professional services fees
primarily related to fees that we incurred during the six months ended March 31, 2008 in connection
with the filing of our 2007 Annual Report on Form 10K.
Restructuring Charges
. In the first quarter of fiscal 2009, the Company reduced its workforce
by approximately 4% and recorded a restructuring charge of $754,000 for one-time termination
benefits to employees. The strategic reduction of workforce was designed to streamline the
Companys organization and improve its corporate performance. The restructuring accrual at March
31, 2009 was $177,000, and is expected to be paid by the end of fiscal 2010.
|
|
|
|
|
Restructuring accrual balance at September 30, 2008
|
|
$
|
|
|
Provision for severance related costs
|
|
|
748,000
|
|
Cash payments and foreign exchange impact
|
|
|
(571,000
|
)
|
|
|
|
|
Restructuring accrual balance at March 31, 2009
|
|
$
|
177,000
|
|
|
|
|
|
Amortization of Acquired Intangible Assets.
Amortization of acquired intangible assets was
$935,000 and $787,000 for the six months ended March 31, 2009 and 2008.
Goodwill impairment
. During the six months ended March 31, 2009, we changed the structure of our
reporting units, which resulted in us having two remaining reporting units. Two previously
separate reporting units were combined into one reporting unit. Given the change in reporting
units as well as the decline in our market capitalization and overall operating results, we
performed an interim impairment assessment of our goodwill at March 31,
2009 related to the reporting units previously existing before the structure change. As part of
this assessment, we applied a weighting to the income approach and the market approach of 60%
36
and 40%, respectively, for two of the reporting units and 90% and 10%, respectively, for the
remaining reporting unit. The weightings were determined based upon the degree of comparability of
companies and acquisitions in the marketplace. As a result of the goodwill impairment assessment,
during the six months ended March 31, 2009, we recorded a $15.3 million charge relating to the
impairment of goodwill. Of the $15.3 million goodwill impairment charge, $5.7 million related to
goodwill from the acquisition of MarketingCentral LLC and 9.6 million related to goodwill from the
acquisition of Sane Solutions LLC. We also performed a subsequent impairment assessment on the
newly combined reporting unit after the change in structure, which did not indicate a further
impairment. We determined that our other long-lived assets, including definite-lived intangible
assets, were not impaired.
Other Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended March 31,
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
Percentage of
|
|
|
|
|
|
|
Percentage of
|
|
|
Period-to-Period Change
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
Percentage
|
|
|
|
Amount
|
|
|
Revenue
|
|
|
Amount
|
|
|
Revenue
|
|
|
Amount
|
|
|
Change
|
|
Interest income, net
|
|
|
400
|
|
|
|
1
|
|
|
|
843
|
|
|
|
1
|
|
|
|
(443
|
)
|
|
|
(53
|
)%
|
Other income (expense), net
|
|
|
(1,600
|
)
|
|
|
(3
|
)
|
|
|
(80
|
)
|
|
|
|
|
|
|
(1,680
|
)
|
|
|
(2100
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Income
|
|
$
|
(1,200
|
)
|
|
|
(2
|
)%
|
|
$
|
763
|
|
|
|
1
|
%
|
|
$
|
(1,963
|
)
|
|
|
(257
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income, net was $400,000 for the six months ended March 31, 2009, a $443,000 decrease
from the six months ended March 31, 2008. Interest income is generated from the investment of our
cash balances, less related bank fees. The decrease in interest income, net principally reflected
lower interest rates on invested cash balances.
Other expense, net consisted primarily of foreign currency translation and transaction gains
and losses. The change in other expense, net was primarily driven by unfavorable foreign currency
exchange rate as compared to the corresponding period in the prior year.
Benefit from Income Taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six
Months Ended March 31,
|
|
|
|
|
2009
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
(As Restated)
|
|
|
|
|
|
(Dollars
in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of
|
|
|
|
|
|
Percentage of
|
|
Period-to-Period Change
|
|
|
|
|
|
|
Loss Before
|
|
|
|
|
|
Loss Before
|
|
|
|
|
|
Percentage
|
|
|
|
|
|
|
Income Taxes
|
|
|
|
|
|
Income Taxes
|
|
Amount
|
|
Change
|
|
|
Amount
|
|
|
|
|
|
Amount
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit from income taxes
|
|
$
|
(711
|
)
|
|
|
3
|
%
|
|
$
|
(883
|
)
|
|
|
56
|
%
|
|
$
|
172
|
|
|
|
19
|
%
|
Benefit from income taxes was $711,000 or an effective tax rate of 3%, for the six months
ended March 31, 2009, a $172,000 change from the six months ended March 31, 2008. During the six
months ended March 31, 2009, we recorded a $15.3 million goodwill impairment charge, resulting in
the recording of a deferred tax asset for future deductible temporary differences. Because of the
uncertainty of realizing the future benefit of this deferred tax asset, we recorded a full
valuation allowance against the net deferred tax asset created by the goodwill impairment charge.
Concurrently, we recorded a $1.3 million tax benefit, which resulted from the full reversal of the
existing deferred tax liability we had previously recorded for temporary differences related to
the goodwill impaired. Offsetting this tax benefit is a provision relating to profitable operations in foreign
tax jurisdictions and foreign withholding taxes. For the six months ended March 31, 2009, our
effective tax rate was lower than the federal statutory rate primarily due to this $1.3 million tax
benefit and secondarily due to the mix of jurisdictional earnings, foreign withholding taxes and
adjustments in the Companys valuation allowance. For the six months ended March 31, 2008, our
effective tax rate was different from the federal statutory rate primarily due to the mix of
jurisdictional earnings and the tax impact of accounting for share-based compensation pursuant to
the provisions of SFAS No. 123R.
37
Liquidity and Capital Resources
Historically, we have financed our operations and met our capital requirements primarily
through funds generated from operations and sales of our capital stock. As of March 31, 2009, our
primary sources of liquidity consisted of our total cash and cash equivalents balance of $43.6
million and a short-term investments balance of $4.1 million. As of March 31, 2009, we had no
outstanding debt.
Our cash and cash equivalents at March 31, 2009 were held for working capital purposes and
were invested primarily in overnight investments, money market funds and commercial paper with
maturities of less than ninety days. Our investments at March 31, 2009 consisted primarily of
commercial paper, corporate bonds and government agency securities. We do not enter into
investments for trading or speculative purposes. Restricted cash of $331,000 at March 31, 2009 was
held in certificates of deposit as collateral for letters of credit related to the lease agreement
for our corporate headquarters in Waltham, Massachusetts, our sales office in France and for our
payroll credit facility in Australia. Investments are made in accordance with our corporate
investment policy, as approved by our Board of Directors. The primary objective of this policy is
the preservation of capital. Investments are limited to high quality corporate debt, money market
funds and similar instruments. The policy establishes maturity limits, liquidity requirements and
concentration limits. At March 31, 2009, we were in compliance with this internal policy.
Net cash provided by operating activities was $ 318,000 in the six months ended March 31,
2009, compared to net cash provided by operating activities of $3.8 million in the six months ended
March 31, 2008. Net income (loss) adjusted for non-cash expenses (including depreciation,
amortization of acquired intangible assets and capitalized software development costs, share-based
compensation, goodwill impairment, foreign currency translation loss and deferred tax benefits)
decreased to loss of 663,000 in the six months ended March 31, 2009 from income of $4.5 million in
the six months ended March 31, 2008, a decrease of $5.2 million. An increase in accounts receivable
and prepaid expenses and other current assets and a decrease in accounts payable and accrued
expense consume cash during the six months ended March 31, 2009. These decreases in operating cash
flow, in the six months ended March 31, 2009, were offset by sources of cash from changes in other
assets and deferred revenue.
Investing activities provided $9.1 million and $11.1 million of cash in the six months ended
March 31, 2009 and 2008, respectively. In the six months ended March 31, 2009, $900,000 of cash was
used for purchases of property and equipment which primarily related to purchases of computer
equipment and software to support increased investment in our on-demand offerings. In the six
months ended March 31, 2008, purchases of property and equipment consumed $1.5 million.
Our financing activities consumed cash of $787,000 in the six months ended March 31, 2009 and
provided $381,000 of cash in the six months ended March 31, 2008. In the six months ended March 31,
2009 and 2008, $230,000 and $708,000, respectively, was used to pay withholding taxes related to
restricted stock units, and $912,000 and $0, respectively, was used to purchase shares of common
stock under the Companys share repurchase program.
Contractual Obligations and Requirements
Our significant lease obligations relate to our corporate headquarters in Waltham,
Massachusetts as well as our facility in the United Kingdom. Upon expiration of current
headquarters operating leases in 2010, we expect to renew the existing lease, or contract for new
leased facilities, at prevailing rates. Our contractual commitments as of March 31, 2009 are not
materially different from the amounts disclosed as of September 30, 2008 in our fiscal 2008 Annual
Report on Form 10-K.
We believe that our current cash, cash equivalents, and marketable securities will be
sufficient to meet our anticipated cash needs for working capital and capital expenditures for at
least the next twelve months. Long-term cash requirements, other than normal operating expenses,
are anticipated for the continued development of new products, financing anticipated growth and the
possible acquisition of businesses, software products or technologies complementary to our business. On a long-term basis or to complete acquisitions in the short
term, we may require additional external financing through credit facilities, sales of additional
equity or other financing arrangements. There can be no assurance that such financing can be
obtained on favorable terms, if at all.
38
Off-Balance-Sheet Arrangements
We do not have any special purpose entities or off-balance sheet financing arrangements.
Recently Issued Accounting Pronouncements
In December 2007, the FASB issued SFAS 141(revised 2007),
Business Combinations
(SFAS 141R).
SFAS 141R will significantly change the accounting for business combinations in a number of areas
including the treatment of contingent consideration, contingencies, acquisition costs, IPR&D and
restructuring costs. In addition, under SFAS 141R, changes in deferred tax asset valuation
allowances and acquired income tax uncertainties in a business combination after the measurement
period will impact income tax expense. SFAS 141R is effective for fiscal years beginning after
December 15, 2008 and, as such, the Company will adopt this standard in fiscal 2010. The Company
has not yet determined the impact, if any, of SFAS 141R on its consolidated financial statements.
In April 2008, the FASB issued FASB Staff Position No. FAS 142-3,
Determination of Useful
Life of Intangible Assets,
or FSP 142-3. FSP 142-3 amends the factors that should be considered in
developing renewal or extension assumptions used to determine the useful life of a recognized
intangible asset under SFAS No. 142
Goodwill and Other Intangible Assets,
or SFAS 142. FSP 142-3
is intended to improve the consistency between the useful life of an intangible asset determined
under SFAS 142 and the period of expected cash flows used to measure the fair value of the asset
under SFAS No. 141R,
Business Combinations,
or SFAS 141R, and other U.S generally accepted
accounting principles, or GAAP. FSP 142-3 is effective for financial statements issued for fiscal
years beginning after December 15, 2008, and interim periods within those fiscal years. Early
adoption is not permitted. The Company is currently evaluating the effect that the adoption of FSP
142-3 will have on its results of operations and financial condition.
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
Market risk represents the risk of loss that may impact our financial position due to adverse
changes in financial market prices and rates. Our market risk exposure is primarily a result of
fluctuations in foreign exchange rates and interest rates. We do not hold or issue financial
instruments for trading purposes.
Foreign Currency Exchange Risk
Our operating results and cash flows are subject to fluctuations due to changes in foreign
currency exchange rates, particularly changes in the Euro and the British pound sterling. We do not
currently engage in currency hedging activities to limit the risk of exchange rate fluctuations.
Some of our agreements with foreign customers involve payments denominated in currencies other than
the U.S. dollar, which may create foreign currency exchange risks for us. Revenue denominated in
currencies other than the U.S. dollar represented 36% and 32% of total revenue in the six months
ended March 31, 2009 and 2008, respectively.
As of March 31, 2009, we had $5.5 million of receivables denominated in currencies other than
the U.S. dollar. If the foreign exchange rates fluctuated by 10% as of March 31, 2009, the fair
value of our receivables denominated in currencies other than the U.S. dollar would have fluctuated
by $547,000. In addition, our subsidiaries have intercompany accounts that are eliminated in
consolidation, but that expose us to foreign currency exchange rate exposure. Exchange rate
fluctuations on short-term intercompany accounts are reported in other income (expense). Exchange
rate fluctuations on long-term intercompany accounts, which are invested indefinitely without
repayment terms, are recorded in accumulated other comprehensive income (loss) in stockholders
equity.
Interest Rate Risk
At March 31, 2009, we had unrestricted cash and cash equivalents of $43.7 million and
short-term investments of $4.1 million. These amounts were invested primarily in money market
funds, commercial paper and corporate bonds, and are held for working capital purposes. We do not enter into investments for trading
or speculative purposes. We considered the historical volatility of short-term interest rates and
determined that, due to the size and
39
duration of our investment portfolio, 100-basis-point change
in interest rates at March 31, 2009 would result in an increase or decrease of approximately
$477,000 of annual investment income.
Credit Risk
Our exposure to credit risk consists principally of accounts receivable and purchased customer
receivables. We maintain reserves for potential credit losses which, on a historical basis, have
been limited due to our ongoing credit review procedures and the general creditworthiness of our
customer base. No customers accounted for greater than 10% of our accounts receivable balance at
March 31, 2009 and September 30, 2008.
Item 4.
Controls and Procedures
Effectiveness of Disclosure Controls and Procedures
An evaluation was performed by our Chief Executive Officer and Chief Financial Officer of the
effectiveness of the design and operation of our disclosure controls and procedures, which are
defined under SEC rules as controls and other procedures of a company that are designed to ensure
that information required to be disclosed by a company in the reports it files under the Securities
Exchange Act of 1934, or the Exchange Act, is recorded, processed, summarized and reported within
required time periods. Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed by us in the reports that
we file or submit under the Exchange Act is accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely
decision regarding required disclosure. As a result of this evaluation, our Chief Executive Officer
and Chief Financial Officer have determined that our disclosure controls and procedures were not
effective as of March 31, 2009 because of the material weakness cited below.
A material weakness is a deficiency, or a combination of deficiencies, in internal control
over financial reporting, such that there is a reasonable possibility that a material misstatement
of our annual or interim financial statements will not be prevented or detected on a timely basis.
As of March 31, 2009, we did not maintain effective controls to ensure the completeness and
accuracy of deferred maintenance and subscription revenue, including the determination and
reporting of deferred maintenance and subscription revenue balances as well as the recognition of
maintenance and subscription revenue. Specifically, we did not:
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Properly perform an effective analysis of the maintenance and subscription deferred
revenue balances to ensure that such balances were properly stated given the contractual
terms of our customer arrangements and the related period of performance;
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Have controls and procedures in place to ensure that the relevant terms of customer
contracts were input completely and accurately into our accounting system, both when a
customer contract was initially executed and when a customer contract was amended;
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Have processes in place to ensure that control procedures relating to deferred
maintenance and subscription revenue were communicated to newly hired personnel responsible
for performing such control procedures; and
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Have controls and procedures in place to ensure that revenue was recognized in the
appropriate period for customers where revenue was only to be recognized when collection
occurred.
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Additionally, this control deficiency could result in a misstatement of the aforementioned
accounts and disclosures that would result in a material misstatement of our interim or annual
consolidated financial statements and disclosures that would not be prevented or detected.
Accordingly, as of March 31, 2009, our management has determined that this control deficiency
constitutes a material weakness.
Remediation Plans for Material Weakness Related to the Accounting for Deferred Maintenance and
Subscription Revenue
40
The Company is implementing enhancements to its internal control over financial reporting to
address the material weakness described above and to provide reasonable assurance that errors and
control deficiencies of this type will not recur. These steps include:
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The Company has begun to enhance its quarterly review of deferred maintenance and
subscription revenue to ensure that ending balances are properly stated and that revenue
recognized for a reporting period is complete and accurate;
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The Company has begun to utilize functionality in its accounting software that provides
more controls in how contractual terms of customer arrangements are entered and maintained,
as well as how maintenance and subscription revenue is tracked and reported; and
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The Company has begun to enhance its review of deferred revenue balances relating to
customers where revenue is recognized when collection has occurred.
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The Company believes it is taking the steps necessary to remediate this material weakness. The
Company will continue to monitor the effectiveness of these procedures and will continue to make
any changes that management deems appropriate.
41
Changes in Internal Control over Financial Reporting
There was no change in the Companys internal control over financial reporting that occurred
during the fiscal quarter ended March 31, 2009, that has materially affected, or is reasonably
likely to materially affect, the Companys internal control over financial reporting.
Limitations on the Effectiveness of Controls
Because of its inherent limitations, internal control over financial reporting may not prevent
or detect misstatements. Projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
PART II Other Information
Item 1.
Legal Proceedings
We are not currently a party to any material litigation and we are not aware of any pending or
threatened litigation against us that could have a material adverse effect on our business,
operating results or financial condition. The industry in which we operate is characterized by
frequent claims and litigation, including claims regarding patent and other intellectual property
rights as well as improper hiring practices. As a result, we may be involved in various legal
proceedings from time to time that arise in the ordinary course of business.
Item 1A.
Risk Factors
There has been no material change in the Companys reported risk factors since the filing of
the Companys Annual Report on Form 10-K for the year ended September 30, 2008, which was filed
with the Securities and Exchange Commission on December 15, 2008.
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
We sold an aggregate of 4,470,000 shares of our common stock, $0.01 par value, in our initial
public offering pursuant to a registration statement on Form S-1 (File No. 333-120615) that was
declared effective by the SEC on August 3, 2005. Our aggregate net proceeds totaled $38.5 million,
consisting of net proceeds of $31.8 million from our sale of 3,750,000 shares in the firm
commitment initial public offering and $6.7 million from our sale of 720,000 shares upon the
exercise of an over-allotment option granted to the underwriters in the offering. We have used a
portion of the proceeds to fund a $1.0 million redemption payment to the holders of our Series B
Preferred Stock as of August 3, 2005, the $7.3 million purchase of certain assets and assumed
liabilities of MarketSoft in December 2005, and the $21.8 million purchase of Sane in March 2006.
With the exception of these payments, none of our net proceeds from the initial public offering
have been applied. Pending such application, we have invested the remaining net proceeds in cash,
cash equivalents and short-term investments, in accordance with our investment policy, in
commercial paper, money-market mutual funds and municipal bonds. None of the remaining net proceeds
were paid, directly or indirectly, to directors, officers, persons owning ten percent of more of
our equity securities, or any of our other affiliates.
42
ISSUER PURCHASES OF EQUITY SECURITIES
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Total Number
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of Shares
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Maximum Dollar
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Purchased as
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Value of Shares
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Total Number
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Average
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Part of Publically
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that May Yet Be
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of Shares
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Price Paid
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Announced
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Purchased Under the
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Period
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Purchased (1)
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Per Share
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Program
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Program
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December 18, 2008 - January 31, 2009
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72,000
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4.29
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72,000
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4,691,000
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February 1, 2009 - February 28, 2009
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48,000
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4.62
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48,000
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4,469,000
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March 1, 2009 - March 31, 2009
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82,000
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4.57
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82,000
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4,095,000
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Total
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202,000
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4.48
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202,000
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4,095,000
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(1)
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The Share Repurchase Program was announced on December 1, 2008 and allows for the
repurchase of up to $5 million of common stock through June 1, 2009.
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Item 4. Submission of Matters to a Vote of Security Holders
We held our 2009 Annual Meeting of Stockholders on February 26, 2009. Our shareholders
approved each of the following proposals by the votes specified below.
Proposal No. 1 The election of three nominees as Class I directors to the Board of Directors for
a term of three years.
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Nominee
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For
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Withheld
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Yuchun Lee
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19,355,648
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67,155
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Bruce R. Evans
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19,311,351
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111,452
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Gary E. Haroian
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19,367,933
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54,870
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Proposal No. 2 To approve a one-time stock option exchange program under which eligible
employees, including our executive officers (except Yuchun Lee, our chief executive officer and
chairman), would be able to elect to exchange outstanding stock options under the 2005 Stock
Incentive Plan, as amended, for new lower-priced stock options.
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For
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Against
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Abstain
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11,549,717
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2,263,534
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23,222
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Proposal No. 3 The ratification of the selection of PricewaterhouseCoopers LLP as our independent
registered public accountants for the fiscal year ending September 30, 2009.
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For
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Against
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Abstain
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19,376,773
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37,856
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8,174
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Item 5. Other Information
None.
Item 6.
Exhibits
43
EXHIBIT INDEX
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Exhibit
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Number
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Description
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31.1#
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Certification of Chief Executive Officer pursuant to Rule
13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as
amended
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31.2#
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Certification of Chief Financial Officer pursuant to Rule
13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as
amended
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32.1#
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Certification of Chief Executive Officer and Chief Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
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#
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Filed herewith
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*
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Management contract or compensatory plan or arrangement
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44
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.
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UNICA CORPORATION
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Date: May 11, 2009
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/s/ Yuchun Lee
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Yuchun Lee
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Chief Executive Officer, President and Chairman
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Date: May 11, 2009
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/s/ Kevin P. Shone
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Kevin P. Shone
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Senior Vice President and Chief Financial Officer
[Principal Financial and Accounting Officer]
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45
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