Attached files
UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC
20549
FORM
10-Q
(Mark
one)
þ
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the quarterly period ended September 30, 2009
OR
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the transition period from
to .
Commission
file number: 001-33184
Double-Take
Software, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
|
20-0230046
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer Identification No.)
|
|
257 Turnpike Road,
Suite 210, Southborough, MA
|
01772
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
(877)
335-5674
(Registrant's
telephone number, including area code)
None.
(Former
name, former address and former fiscal year, if changed since last
report)
Indicate
by check mark whether the registrant: (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES 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 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).
Large
accelerated filer o
Accelerated filer þ
Non-accelerated filer o Smaller
Reporting Company o
(Do not check if a
smaller reporting company)
Indicate
by check mark whether the registrant is a shell company (as determined in
Rule 12b-2 of the Exchange Act). YES o NO þ
Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date:
Class
|
Outstanding
at October 30, 2009
|
|
common
stock, $0.001 par value
|
22,075,072
|
Form
10-Q
For
The Quarterly Period Ended September 30, 2009
INDEX
PART
I
|
Page No.
|
||
Item
1.
|
1 | ||
1 | |||
2 | |||
3 | |||
4 | |||
Item
2.
|
11 | ||
Item
3.
|
22 | ||
Item
4.
|
22 | ||
PART
II
|
|||
Item
1.
|
22 | ||
Item
1A.
|
22 | ||
Item
2.
|
22 | ||
Item
3.
|
22 | ||
Item
4.
|
22 | ||
Item
5.
|
22 | ||
Item
6.
|
23 | ||
24 |
Item 1. Financial
Statements.
Consolidated
Balance Sheets
As
of September 30, 2009 and December 31, 2008
(in
thousands, except share and per share amounts)
September
30,
|
December
31,
|
|||||||
2009
|
2008
|
|||||||
(unaudited)
|
||||||||
Assets
|
||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$ | 41,821 | $ | 40,659 | ||||
Short
term investments
|
47,573 | 32,524 | ||||||
Accounts
receivable, net of allowance for doubtful accounts of $702 and $765 at
September 30, 2009 and December 31, 2008, respectively
|
15,806 | 19,593 | ||||||
Prepaid
expenses and other current assets
|
2,505 | 6,621 | ||||||
Deferred
tax assets
|
4,449 | 5,438 | ||||||
Total
current assets
|
112,154 | 104,835 | ||||||
Property
and equipment — at cost, net of accumulated depreciation of $8,582 and
$6,687 at September 30, 2009 and December 31, 2008,
respectively
|
3,274 | 4,236 | ||||||
Customer
relationships, net of accumulated amortization of $1,521 and $1,181 at
September 30, 2009 and December 31, 2008,
respectively
|
746 | 1,086 | ||||||
Marketing
relationships, net of accumulated amortization of $835 and $648 at
September 30, 2009 and December 31, 2008,
respectively
|
1,157 | 1,344 | ||||||
Technology
related intangibles, net of accumulated amortization of $1,174 and $533 at
September 30, 2009 and December 31, 2008,
respectively
|
3,335 | 3,533 | ||||||
Goodwill
|
17,826 | 16,267 | ||||||
Other
assets
|
874 | 739 | ||||||
Total
assets
|
$ | 139,366 | $ | 132,040 | ||||
Liabilities
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable
|
1,229 | 1,280 | ||||||
Accrued
expenses
|
4,651 | 5,142 | ||||||
Other
liabilities
|
832 | 390 | ||||||
Deferred
revenue
|
25,869 | 27,078 | ||||||
Total
current liabilities
|
32,581 | 33,890 | ||||||
Long-term
deferred revenue
|
4,646 | 4,614 | ||||||
Other
long-term liabilities
|
40 | 126 | ||||||
Total
long-term liabilities
|
4,686 | 4,740 | ||||||
Total
liabilities
|
37,267 | 38,630 | ||||||
Stockholders’
Equity
|
||||||||
Preferred
Stock, $.01 par value per share; 20,000,000 shares authorized;
0 shares issued and outstanding at September 30, 2009 and
December 31, 2008
|
− | − | ||||||
Common
stock, $.001 par value per share; 130,000,000 shares authorized;
22,075,072 and 22,013,608 shares issued and outstanding at September 30,
2009 and December 31, 2008, respectively
|
22 | 22 | ||||||
Additional
paid-in capital
|
156,335 | 152,853 | ||||||
Accumulated
deficit
|
(52,711 | ) | (55,594 | ) | ||||
Accumulated
other comprehensive income:
|
||||||||
Unrealized
gain (loss) on short term investments
|
7 | 47 | ||||||
Cumulative
foreign currency translation
|
(1,554 | ) | (3,918 | ) | ||||
Total
stockholders’ equity
|
102,099 | 93,410 | ||||||
Total
liabilities and stockholders’ equity
|
$ | 139,366 | $ | 132,040 | ||||
See notes
to financial statements
Unaudited
Consolidated Statements of Operations
(in
thousands, except per share amounts)
Three months ended September
30,
|
Nine months ended September
30,
|
|||||||||||||||
|
2009
|
2008
|
2009
|
2008
|
||||||||||||
Revenue:
|
||||||||||||||||
Software
licenses
|
$ | 10,214 | $ | 12,819 | $ | 28,371 | $ | 38,855 | ||||||||
Maintenance
and professional services
|
11,066 | 11,132 | 32,089 | 32,492 | ||||||||||||
Total
revenue
|
21,280 | 23,951 | 60,460 | 71,347 | ||||||||||||
Cost
of revenue:
|
||||||||||||||||
Software
licenses
|
128 | 156 | 345 | 397 | ||||||||||||
Maintenance
and professional services
|
2,144 | 2,342 | 6,255 | 7,198 | ||||||||||||
Total
cost of revenue
|
2,272 | 2,498 | 6,600 | 7,595 | ||||||||||||
Gross
profit
|
19,008 | 21,453 | 53,860 | 63,752 | ||||||||||||
Operating
expenses:
|
||||||||||||||||
Sales
and marketing
|
7,702 | 8,393 | 23,666 | 26,293 | ||||||||||||
Research
and development
|
3,659 | 4,331 | 11,543 | 12,479 | ||||||||||||
General
and administrative
|
3,212 | 3,371 | 9,460 | 10,045 | ||||||||||||
Depreciation
and amortization
|
1,005 | 974 | 3,007 | 2,642 | ||||||||||||
Total
operating expenses
|
15,578 | 17,069 | 47,676 | 51,459 | ||||||||||||
Income
from operations
|
3,430 | 4,384 | 6,184 | 12,293 | ||||||||||||
Interest
income
|
52 | 396 | 248 | 1,475 | ||||||||||||
Interest
expense
|
(4 | ) | (9 | ) | (9 | ) | (23 | ) | ||||||||
Foreign
exchange loss
|
(8 | ) | (79 | ) | (134 | ) | (465 | ) | ||||||||
Income
before income taxes
|
3,470 | 4,692 | 6,289 | 13,280 | ||||||||||||
Income
tax expense
|
1,907 | 2,070 | 3,406 | 5,851 | ||||||||||||
Net
income
|
$ | 1,563 | $ | 2,622 | $ | 2,883 | $ | 7,429 | ||||||||
Net
income per share:
|
||||||||||||||||
Basic
|
$ | 0.07 | $ | 0.12 | $ | 0.13 | $ | 0.34 | ||||||||
Diluted
|
$ | 0.07 | $ | 0.11 | $ | 0.12 | $ | 0.32 | ||||||||
Weighted-average
number of shares used in per share amounts:
|
||||||||||||||||
Basic
|
22,062 | 21,980 | 22,040 | 21,960 | ||||||||||||
Diluted
|
23,359 | 23,089 | 23,255 | 23,097 | ||||||||||||
See notes
to financial statements
Unaudited
Consolidated Statements of Cash Flows
(in
thousands, except per share amounts)
|
Nine Months Ended September
30,
|
|||||||
|
2009
|
2008
|
||||||
Cash
flows from operating activities:
|
||||||||
Net
income
|
$ | 2,883 | $ | 7,429 | ||||
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
||||||||
Depreciation
|
1,839 | 1,718 | ||||||
Amortization
of intangible assets
|
1,168 | 924 | ||||||
Provision
for (recovery of) doubtful accounts
|
66 | (180 | ) | |||||
Stock
based compensation
|
3,330 | 2,958 | ||||||
Deferred
income tax expense
|
989 | 2,388 | ||||||
Excess
tax benefits from stock based compensation
|
(57 | ) | (139 | ) | ||||
Changes
in:
|
||||||||
Accounts
receivable
|
3,911 | 755 | ||||||
Prepaid
expenses and other assets
|
4,181 | (187 | ) | |||||
Other
assets
|
(98 | ) | (3 | ) | ||||
Accounts
payable and accrued expenses
|
(885 | ) | (1,809 | ) | ||||
Other
liabilities
|
496 | 146 | ||||||
Deferred
revenue
|
(1,585 | ) | 2,301 | |||||
Net
cash provided by operating activities
|
16,238 | 16,301 | ||||||
Cash
flows from investing activities:
|
||||||||
Purchase
of property and equipment
|
(820 | ) | (2,116 | ) | ||||
Purchase
of short term investments
|
(65,011 | ) | (57,069 | ) | ||||
Sales
and maturities of short term investments
|
50,155 | 66,892 | ||||||
Acquisitions,
net of cash acquired
|
- | (10,352 | ) | |||||
Net
cash (used in) investing activities
|
(15,676 | ) | (2,645 | ) | ||||
Cash
flows from financing activities:
|
||||||||
Proceeds
from exercise of stock options
|
95 | 88 | ||||||
Excess
tax benefits from stock based compensation
|
57 | 139 | ||||||
Payment
on capital lease obligation
|
(15 | ) | (38 | ) | ||||
Net
cash provided by financing activities
|
137 | 189 | ||||||
Effect
of exchange rate changes on cash
|
463 | (604 | ) | |||||
Net
increase in cash and cash equivalents
|
699 | 13,845 | ||||||
Cash
and cash equivalents — beginning of period
|
40,659 | 25,748 | ||||||
Cash
and cash equivalents — end of period
|
$ | 41,821 | $ | 38,989 | ||||
Supplemental
disclosures of cash flow information:
|
||||||||
Cash
paid (received) during the period for:
|
||||||||
Income
taxes
|
$ | (978 | ) | $ | 2,529 | |||
Interest
|
$ | 2 | $ | 4 | ||||
See notes
to financial statements
Unaudited
Notes to Consolidated Financial Statements
(in
thousands, except per share amounts)
1. ORGANIZATION
AND SIGNIFICANT ACCOUNTING POLICIES
Nature
of Business
Double-Take
Software, Inc., a Delaware corporation (the “Company”), develops, sells and
supports affordable software that allows IT organizations of all sizes to
dynamically move, protect and recover workloads across any distance and any
combination of physical and virtual server environments. The Company operates in
one reportable segment and its revenues are mainly derived from sales of
software and related services. Software is licensed by the Company primarily to
distributors, value added resellers (“VARS”) and original equipment
manufacturers (“OEMS”), located primarily in the United States and in
Europe.
Significant
Accounting Policies
Principles
of Consolidation
The
consolidated financial statements include all subsidiaries. All inter-company
transactions and balances have been eliminated. Double-Take Software
Canada, Inc. (“Double-Take Canada”), a Canadian corporation and wholly-owned
subsidiary of the Company, entered into a share purchase agreement with
TimeSpring Software Corporation (“TimeSpring”) on December 24, 2007 and a
share purchase agreement with emBoot, Inc (“emBoot”) on July 28, 2008 to acquire
100 percent of both entities. The consolidated financial statements include the
financial results and activities related to Double-Take Canada’s acquisition of
TimeSpring and emBoot from the dates of each acquisition. Double-Take
Software S.A.S. (“Double-Take EMEA”) has been consolidated since May 23, 2006,
which is the date Double-Take EMEA was acquired.
Basis
of Presentation
The
accompanying consolidated balance sheet as of September 30, 2009, the
consolidated income statements for the three and nine months ended September 30,
2009 and 2008, and the consolidated statements of cash flows for the nine months
ended September 30, 2009 and 2008 are unaudited. The accompanying
statements should be read in conjunction with the audited consolidated financial
statements and related notes contained in the Company’s Annual Report on Form
10-K for the year ended December 31, 2008.
The
accompanying consolidated financial statements have been prepared in accordance
with United States generally accepted accounting principles, or GAAP, pursuant
to the rules and regulations of the Securities and Exchange Commission, or
SEC. They do not include all of the financial information and
footnotes required by GAAP for complete financial statements. The
consolidated financial statements have been prepared on the same basis as the
audited financial statements and include all adjustments considered necessary
for the fair presentation of the Company’s statement of financial position as of
September 30, 2009, the Company’s results of operations for the three and nine
months ended September 30, 2009 and 2008, and cash flows for the nine months
ended September 30, 2009 and 2008. All adjustments are of a normal
recurring nature. The results for the three and nine months ended
September 30, 2009 are not necessarily indicative of the results to be expected
for any subsequent period or for the fiscal year ending December 31,
2009. There have been no significant changes in the Company’s
accounting policies during the nine months ended September 30, 2009, as compared
to the significant accounting policies described in the Company’s Annual Report
on Form 10-K for the year ended December 31, 2008.
Use
of Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported 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, costs and expenses
during the periods presented. Based on historical experience and current account
information, estimates are made regarding provisions for allowances for doubtful
accounts receivable, sales discounts and other allowances, depreciation,
amortization, asset valuations and stock based compensation. Actual results
could differ from those estimates.
Goodwill
Goodwill
with indefinite lives is not amortized but reviewed for impairment if impairment
indicators arise and, at a minimum, annually.
Revenue
Recognition
The
Company’s revenue is reported net of rebates and discounts because there is no
identifiable benefit in exchange for the rebate or discount. The Company derives
revenues from two primary sources or elements: software licenses and services.
Services include customer support, consulting, installation services and
training. A typical sales arrangement includes both of these
elements.
For
software arrangements involving multiple elements, the Company recognizes
revenue using the residual method. Under the residual method, the Company
allocates and defers revenue for the undelivered elements based on relative fair
value and recognizes the difference between the total arrangement fee and the
amount deferred for the undelivered elements as revenue. The determination of
fair value of the undelivered elements in multiple element arrangements is based
on the price charged when such elements are sold separately, which is commonly
referred to as vendor-specific objective-evidence (“VSOE”).
The
Company’s software licenses typically provide for a perpetual right to use the
Company’s software and are sold on a per-copy basis. The Company recognizes
software revenue through direct sales channels and resellers upon receipt of a
purchase order or other persuasive evidence and when all other basic revenue
recognition criteria are met as described below. Revenue from software licenses
sold through an original equipment manufacturer partner is recognized upon the
receipt of a royalty report evidencing sales.
Services
revenue includes revenue from customer support and other professional services.
Customer support includes software updates (including unspecified product
upgrades and enhancements) on a when-and-if-available basis, telephone support
and bug fixes or patches. Customer support revenue is recognized ratably over
the term of the customer support agreement, which is typically one year. To
determine the price for the customer support element when sold separately, the
Company uses actual rates at which it has previously sold support as established
VSOE.
Other
professional services such as consulting and installation services provided by
the Company are not essential to the functionality of the software and can also
be performed by the customer or a third party. Revenues from consulting and
installation services are recognized when the services are completed. Training
fees are recognized after the training course has been provided. Any paid
professional services, including training, that have not been performed within
three years of the original invoice date are recognized as revenue in the
quarter that is three years after the original invoice date. Based on the
Company’s analysis of such other professional services transactions sold on a
stand-alone basis, the Company has concluded it has established VSOE for such
other professional services when sold in connection with a multiple-element
software arrangement. The price for other professional services has not
materially changed for the periods presented.
The
Company has analyzed all of the undelivered elements included in its
multiple-element arrangements and determined that VSOE of fair value exists to
allocate revenues to services. Accordingly, assuming all basic revenue
recognition criteria are met, software revenue is recognized upon delivery of
the software license using the residual method.
The
Company considers the four basic revenue recognition criteria for each of the
elements as follows:
Persuasive evidence of an
arrangement with the customer exists. The Company’s customary
practice is to require a purchase order and, in some cases, a written contract
signed by both the customer and the Company prior to recognizing revenue with
respect to an arrangement.
Delivery or performance has
occurred. The Company’s software applications are usually
physically delivered to customers with standard transfer terms such as FOB
shipping point. Software and/or software license keys for add-on orders or
software updates are typically delivered via email. The Company recognizes
software revenue upon shipment to resellers and distributors because there is no
right of return or refund and generally no price protection agreements. In
situations where multiple copies of licenses are purchased, all copies are
delivered to the customer in one shipment and revenue is recognized upon
shipment. Occasionally, the Company enters into a site license with a customer
that allows the customer to use a specified number of licenses within the
organization. When a site license is sold, the Company delivers a master disk to
the customer that allows the product to be installed on multiple servers. The
Company has no further obligation to provide additional copies of the software
or user manuals. Revenue on site licenses is recognized upon shipment of the
master disk to the customer. Sales made by the Company’s Original Equipment
Manufacturer (OEM) partners are recognized as revenue in the month the product
is shipped. The Company estimates the revenue from a preliminary report received
from the OEM shortly after the end of the month. Once the final report is
received, the revenue is adjusted to that based on the final report, usually in
the following month. Services revenue is recognized when the services are
completed, except for customer support, which is recognized ratably over the
term of the customer support agreement, which is typically one
year.
Fee is fixed or determinable.
The fee customers pay for software applications, customer support
and other professional services is negotiated at the outset of an arrangement.
The fees are therefore considered to be fixed or determinable at the inception
of the arrangement.
Collection is probable.
Probability of collection is assessed on a customer-by-customer
basis. Each new customer undergoes a credit review process to evaluate its
financial position and ability to pay. If the Company determines from the outset
of an arrangement that collection is not probable based upon the review process,
revenue is recognized on a cash-collected basis.
The
Company’s arrangements do not generally include acceptance clauses. However, if
an arrangement does include an acceptance clause, revenue for such an
arrangement is deferred and recognized upon acceptance. Acceptance occurs upon
the earliest of receipt of a written customer acceptance, waiver of customer
acceptance or expiration of the acceptance period.
Stock-Based
Compensation
The
Company recognizes stock option expense using the fair value recognition
method. The Company applies the fair value recognition method only to
awards granted, modified, repurchased or cancelled after January 1,
2006. Stock-based compensation expense is recognized based on the
grant-date fair value of stock option awards granted or modified after
January 1, 2006. As the Company had used the minimum value
method for valuing its stock options prior to January 1, 2006, all unmodified
options granted prior to January 1, 2006 continue to be accounted for under
using the minimum value method.
The
Company accounts for stock-based compensation expense related to restricted
stock units using the fair value of the nonvested stock on the grant
date. The fair value is measured as the market price of a share of
nonrestricted stock on the grant date.
The
Company accounts for stock awards to non-employees by recognizing the fair value
of these instruments as an expense over the period in which the related services
are rendered.
Income
Taxes
The
Company records income tax expense related to income generated during the
periods using an effective tax rate expected to be in effect for the full
year. Deferred tax assets and liabilities are determined based on
differences between financial reporting and tax bases of assets and liabilities,
and are measured using the enacted laws and tax rates that are expected to be in
effect when the differences are expected to reverse. The measurement of deferred
tax assets is reduced, if necessary, by a valuation allowance for any tax
benefits not expected to be realized. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in the period that such tax
rate changes are enacted.
The
Company accounts for any uncertainty in income taxes using a two-step process
that separates recognition from measurement. During the three and nine months
ended September 30, 2009, the Company did not recognize any increase or decrease
to reserves for uncertain tax positions.
Reclassifications
Certain
reclassifications have been made to prior year amounts to conform to the current
period presentation.
2. NET
INCOME PER COMMON SHARE
Basic net
income per share is calculated by dividing the net income by the
weighted-average number of common shares outstanding during the period. Diluted
net income per share is calculated by dividing net income by the
weighted-average number of common shares outstanding, adjusted for the dilutive
effect, if any, of potential common shares.
The
following table sets forth the computation of income per share:
Three
months Ended September 30,
|
Nine
months ended September 30,
|
|||||||||||||||
|
2009
|
2008
|
2009
|
2008
|
||||||||||||
Net
income (loss)
|
$ | 1,563 | $ | 2,622 | $ | 2,883 | $ | 7,429 | ||||||||
Weighted
average common shares outstanding – basic
|
22,062 | 21,980 | 22,040 | 21,960 | ||||||||||||
Dilutive
effect of stock options
|
971 | 1,109 | 956 | 1,137 | ||||||||||||
Dilutive
effect of restricted stock units
|
326 | - | 259 | - | ||||||||||||
Weighted
average common shares outstanding – diluted
|
23,359 | 23,089 | 23,255 | 23,097 | ||||||||||||
Basic
net income per share
|
$ | 0.07 | $ | 0.12 | $ | 0.13 | $ | 0.34 | ||||||||
Diluted
net income per share
|
$ | 0.07 | $ | 0.11 | $ | 0.12 | $ | 0.32 |
The
following potential common shares were excluded from the computation of diluted
net income per share because they had an anti-dilutive impact:
|
Three
Months Ended September 30,
|
Nine
Months Ended September 30,
|
||||||||||||||
|
2009
|
2008
|
2009
|
2008
|
||||||||||||
Stock
options
|
1,600 | 1,510 | 1,755 | 1,505 | ||||||||||||
3. CASH
AND CASH EQUIVALENTS, SHORT TERM INVESTMENTS AND FAIR VALUE
Cash and
cash equivalents consist primarily of highly liquid investments in time deposits
held at major banks, and other money market securities with original maturities
at date of purchase of 90 days or less.
Short
term investments, which are carried at fair value, generally consist of
commercial paper and corporate notes with original maturities of one year or
less with Standard and Poor’s ratings ranging from A to AAA, and United States
Treasury obligations with original maturities of one year or less. The Company
classifies these securities as available-for-sale. Management determines the
appropriate classification of its investments at the time of purchase and at
each balance sheet date. Available-for-sale securities are carried at fair value
with unrealized gains and losses reported in accumulated other comprehensive
income. Interest received on these securities is included in interest income.
Realized gains or losses upon disposition of available-for-sale securities are
included in other income.
Fair value is defined as the exchange
price that would be received for an asset or paid to transfer a liability (an
exit price) in the principal or most advantageous market for the asset or
liability in an orderly transaction between market participants on the
measurement date. A fair value hierarchy has been established which
requires an entity to maximize the use of observable inputs and minimize the use
of unobservable inputs when measuring fair value. The following three
levels of inputs may be used to measure fair value:
·
|
Level 1 - Unadjusted
quoted prices in active markets that are accessible at the measurement
date for identical, unrestricted assets or
liabilities.
|
·
|
Level 2 - Observable
inputs other than Level 1 prices such as quoted prices for similar assets
or liabilities; quoted prices in markets that are not active; or other
inputs that are observable or can be corroborated by observable market
data for substantially the full term of the assets or
liabilities.
|
·
|
Level 3 - Unobservable
inputs that are supported by little or no market activity and that are
significant to the fair value of the assets or
liabilities.
|
The
Company’s assets that are measured at fair value on a recurring basis are
generally classified within Level 1 or Level 2 of the fair value
hierarchy. The types of instruments valued based on quoted market
prices in active markets generally include most money market securities and
equity investments and can include certain corporate notes, United States
treasury obligations and some federal notes and bonds. Such
instruments are generally classified within Level 1 of the fair value
hierarchy. The Company invests in money market funds that are traded
daily and does not adjust the quoted price for such instruments. The
types of instruments valued based on quoted prices in less active markets,
broker or dealer quotations, or alternative pricing sources with reasonable
levels of price transparency generally include the Company’s commercial paper
and can include certain federal notes and bonds. Such instruments are
generally classified within Level 2 of the fair value hierarchy. The
Company uses consensus pricing, which is based on multiple pricing sources, to
value its cash equivalents and short term investments.
The
following table sets forth a summary of the Company’s financial assets,
classified as cash and cash equivalents and short term investments on its
consolidated balance sheet, measured at fair value on a recurring basis as of
September 30, 2009:
Description
|
Total
|
Quoted
Prices in Active Markets for Identical Assets (Level 1)
|
Significant
Other Observable Inputs (Level 2)
|
Significant
unobservable Inputs (Level 3)
|
||||||||||||
Cash
& cash equivalents
|
||||||||||||||||
Cash
Management Funds
|
$ | 15,339 | $ | 15,339 | $ | - | $ | - | ||||||||
Total
|
$ | 15,339 | $ | 15,339 | $ | - | $ | - | ||||||||
Short-term
Investments
|
||||||||||||||||
Commercial
Paper
|
4,996 | - | 4,996 | - | ||||||||||||
Corporate
Notes
|
7,127 | 7,127 | - | - | ||||||||||||
Money
Market Mutual Fund
|
4,645 | 4,645 | - | - | ||||||||||||
United
States Treasury Notes
|
7,510 | 7,510 | - | - | ||||||||||||
United
States Treasury Bills
|
23,295 | 23,295 | - | - | ||||||||||||
Total
|
$ | 47,573 | $ | 42,577 | $ | 4,996 | $ | - | ||||||||
4. PROPERTY
AND EQUIPMENT
Property
and equipment consists of the following:
September
30,
|
December
31,
|
|||||||
2009
|
2008
|
|||||||
Equipment
|
$ | 188 | $ | 188 | ||||
Furniture
and fixtures
|
543 | 508 | ||||||
Motor
Vehicles
|
104 | 109 | ||||||
Computer
hardware
|
10,180 | 9,406 | ||||||
Leasehold
improvements
|
841 | 712 | ||||||
11,856 | 10,923 | |||||||
Less
accumulated depreciation and amortization
|
8,582 | 6,687 | ||||||
$ | 3,274 | $ | 4,236 |
5. INTANGIBLE
ASSETS
Intangible
assets consist of the following:
September
30,
|
December
31,
|
|||||||
2009
|
2008
|
|||||||
Customer
relationships
|
$ | 2,267 | $ | 2,267 | ||||
Less
accumulated amortization
|
(1,521 | ) | (1,181 | ) | ||||
$ | 746 | $ | 1,086 | |||||
Marketing
relationships
|
$ | 1,992 | $ | 1,992 | ||||
Less
accumulated amortization
|
(835 | ) | (648 | ) | ||||
$ | 1,157 | $ | 1,344 | |||||
Technology
related
intangibles
|
$ | 4,936 | $ | 4,936 | ||||
Foreign
currency
translation
|
(427 | ) | (870 | ) | ||||
Less
accumulated
amortization
|
(1,174 | ) | (533 | ) | ||||
$ | 3,335 | $ | 3,533 | |||||
6. CONTINGENCIES
In the
normal course of its business, the Company may be involved in various claims,
negotiations and legal actions; however, at September 30, 2009, the Company is
not party to any litigation that is expected to have a material effect on the
Company’s financial position, results of operations or cash flows.
7. STOCKHOLDERS’
EQUITY (in thousands, except share and per share amounts)
Common
stock
Options
to purchase 61,464 and 60,429 shares of common stock were exercised in the
nine months ended September 30, 2009 and 2008, respectively, and the Company
received aggregate proceeds of $95 and $88, respectively.
Restricted
Stock Units
In the
nine months ended September 30, 2009, the Company issued 329,804 restricted
stock units with a weighted average grant date fair value of
$7.21. During the nine months ended September 30, 2009, 7,022
restricted stock units were cancelled leaving 322,782 restricted stock units
outstanding as of September 30, 2009. Except for the restricted
stock units granted to the French employees and board of directors, the
restricted stock units vest annually in four equal installments from the grant
date. The restricted stock units granted to the French employees vest
in two equal installments on the second and fourth anniversaries from the grant
date. The restricted stock units granted to the board of directors
vest at the earlier of the 2010 Annual Meeting or May 14, 2010. Upon
each vesting, the restricted stock units become unrestricted shares of common
stock. In the nine months ended September 30, 2009, the Company
recognized compensation expense of $437 relating to the restricted stock
units. The remaining $1,887 will be recognized over the remaining
vesting period which is approximately 3.07 years.
Stock
option plans
In the
nine months ended September 30, 2009, the Company issued options to purchase
252,940 shares of common stock, with a weighted average exercise price of
$7.64 per share, which is based on exercise prices equal to the fair market
value per share on the dates of grant. The weighted average fair
value as of the grant date of the options issued was $3.83.
A summary
of the Company’s stock option activity for the nine months ended September 30,
2009 is presented below:
Shares
|
Weighted
Average
Exercise
Price
|
Weighted
Average Remaining Contractual Term
|
Aggregate
Intrinsic
Value
|
|||||||||||||
Outstanding
as of December 31, 2008
|
2,982,349 | $ | 8.15 | |||||||||||||
Options
granted
|
252,940 | $ | 7.64 | |||||||||||||
Options
cancelled
|
(65,907 | ) | $ | 12.71 | ||||||||||||
Options
exercised (cash received $95),
|
(61,464 | ) | $ | 1.55 | ||||||||||||
Outstanding
as of September 30, 2009
|
3,107,918 | $ | 8.14 | 6.83 | $ | 12,691 | ||||||||||
Options
exercisable as of September 30, 2009
|
2,183,254 | $ | 6.54 | 6.16 | $ | 11,710 | ||||||||||
Options
expected to vest as of September 30, 2009
|
794,339 | $ | 11.85 | 6.16 | $ | 887 |
The
Company’s policy is to issue new shares upon exercise of options as the Company
does not hold shares in treasury.
All
options granted are equity awards and the Company has not granted any liability
awards. The Company expects to recognize future compensation costs
aggregating $6,751 for options granted but not vested as of September 30,
2009. Such amount will be recognized over the weighted average
requisite service period, which is expected to be approximately
2 years. The options generally have a contractual life of ten
years.
The fair
values of options granted were estimated at the date of grant using the
following assumptions:
Three
Months Ended September 30,
|
Nine
Months Ended September 30,
|
|||||||||||||||
|
2009
|
2008
|
2009
|
2008
|
||||||||||||
Expected
Term
|
7
years
|
7
years
|
7
years
|
7
years
|
||||||||||||
Volatility
|
49.42% | 41.68% | 42.27 – 49.42% | 41.68% - 49.97% | ||||||||||||
Risk
free rate
|
3.14% | 3.54% | 2.23% - 3.14% | 3.37- 3.54% | ||||||||||||
Dividend
Yield
|
— | — | — | — |
The
following table presents the stock-based compensation expense for the three and
nine months ended September 30, 2009 and 2008:
Three
Months Ended September 30,
|
Nine
Months Ended September 30,
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Cost
of revenue, maintenance and professional services
|
$ | 110 | $ | 91 | $ | 312 | $ | 275 | ||||||||
Sales
and marketing
|
240 | 211 | 732 | 617 | ||||||||||||
Research
and development
|
309 | 273 | 911 | 785 | ||||||||||||
General
and administrative
|
478 | 420 | 1,375 | 1,281 | ||||||||||||
$ | 1,137 | $ | 995 | $ | 3,330 | $ | 2,958 |
8. INCOME
TAXES
In the
three and nine months ended September 30, 2009 and 2008, the Company recorded a
tax expense of $1,907, $3,406, $2,070, and $5,851, respectively,
related to income generated during the periods using an effective tax rate
currently expected to be in effect for the full year.
As of
December 31, 2008, the Company had recorded a valuation allowance of $17,354
against net deferred tax assets, which are primarily comprised of net operating
loss carryforwards as a result of operating losses incurred since
inception. Realization of deferred tax assets is dependent upon
future earnings, if any, the timing of which is uncertain. Accordingly, the net
deferred tax assets were offset by a valuation allowance.
The
Company analyzes the carrying value of its deferred tax assets on a regular
basis. In determining future taxable income, assumptions are made to
forecast federal, state and international operating income, the reversal of
temporary timing differences, and the implementation of any feasible and prudent
tax planning strategies. The assumptions require significant judgment
regarding the forecasts of future taxable income, and are consistent with
forecasts used to manage the business. Should these assumptions
change based upon changes to the forecast of future taxable income in any
particular quarter, the effective tax rate in any quarter could be significantly
different. During the three and nine months ended September 30,
2009, there was no reversal of the valuation allowance. The valuation
allowance will be maintained until sufficient further positive evidence exists
to support a reversal of, or decrease in, the valuation
allowance.
The
Company analyzes any uncertain tax positions through the application of a
two-step process that separates recognition from measurement. During
the three and nine months ended September 30, 2009, the Company did not
recognize any uncertain tax positions and the Company did not recognize any
increase or decrease to reserves for uncertain tax positions.
The
Company has elected to record interest and penalties recognized in the financial
statements as income taxes. Any subsequent change in classification
interest and penalties will be treated as a change in accounting
principle.
9. DEFINED
CONTRIBUTION PLAN
Effective
March 1, 1996, the Company adopted a defined contribution plan (the
“Plan”), which, as amended, qualifies under Section 401(k) of the Internal
Revenue Code. The Plan covers all employees who meet eligibility requirements.
Employer contributions are discretionary. In the first quarter of
2009 the Company discontinued employer contributions to the Plan. The
Company recorded an expense of $0, $0, $81 and $444 for employer contributions
to the Plan for the three and nine months ended September 30, 2009 and 2008,
respectively.
10. SEGMENT
INFORMATION
The
Company operates in one reportable segment.
The
Company operates in three geographic regions: The Americas, Europe, Middle East
& Africa and Asia-Pacific. All transfers between geographic regions have
been eliminated from consolidated revenues. Revenue, property and equipment and
intangible assets by geographic region are as follows:
Three
months ended September 30
|
Nine
months ended September 30
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Revenue:
|
||||||||||||||||
North
America
|
$ | 14,114 | $ | 15,535 | $ | 38,803 | $ | 45,113 | ||||||||
Europe,
Middle East & Africa
|
$ | 5,841 | $ | 7,066 | $ | 17,651 | $ | 22,398 | ||||||||
Asia-Pacific
|
$ | 1,325 | $ | 1,350 | $ | 4,006 | $ | 3,836 | ||||||||
$ | 21,280 | $ | 23,951 | $ | 60,460 | $ | 71,347 | |||||||||
September
30,
|
December
31,
|
|||||||
2009
|
2008
|
|||||||
Property
and equipment:
|
||||||||
The
Americas
|
$ | 2,974 | $ | 3,998 | ||||
Europe,
Middle East & Africa
|
300 | 238 | ||||||
Asia-Pacific
|
— | — | ||||||
$ | 3,274 | $ | 4,236 | |||||
September
30,
|
December
31,
|
|||||||
2009
|
2008
|
|||||||
Intangible
assets:
|
||||||||
The
Americas
|
$ | 3,335 | $ | 3,533 | ||||
Europe,
Middle East & Africa
|
1,903 | 2,430 | ||||||
Asia-Pacific
|
— | — | ||||||
$ | 5,238 | $ | 5,963 | |||||
11. RELATED
PARTY TRANSACTIONS
The
Company has had transactions with Sunbelt Software Distribution, Inc., or
Sunbelt Distribution. An officer of the Company who joined the
Company as a result of the acquisition of Double-Take EMEA is Chairman of
Sunbelt Distribution. The balances and transactions with Sunbelt
Distribution are described below:
|
September 30, 2009
|
December 31, 2008
|
||||||
Trade
Receivable
|
$ | 1,077 | $ | 2,334 | ||||
Trade
Payable
|
$ | 12 | $ | 25 |
Three
Months Ended September 30,
|
Nine
Months Ended September 30,
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Sales
to Sunbelt Distribution
|
$ | 1,974 | $ | 2,595 | $ | 6,339 | $ | 8,244 | ||||||||
Purchases
from Sunbelt Distribution
|
$ | 30 | $ | 57 | $ | 173 | $ | 235 |
12.
|
SUBSEQUENT
EVENTS
|
Effective
October 30, 2009, which was the date the Company received a counter-signed copy
of its new building lease, the Company has a new lease
agreement for the current location in Indianapolis, Indiana. The
new lease replaces the previous lease in effect for that office location, which
has approximately 45,000 square feet of office space and has the Company's main
development operation, principal call center, sales support, and other corporate
functions. The lease term expires on August 31, 2017 and the total
future minimum lease payments over the term of the lease are
$6,671.
The
Company has evaluated subsequent events through the date of filing the financial
statements which is November 5, 2009.
13. RECENT
ACCOUNTING PRONOUNCEMENTS
Effective
July 1, 2009, the FASB Accounting Standards Codification (“Codification”) will
be the single source of authoritative nongovernmental U.S. generally accepted
accounting principles. Rules and interpretive releases of the SEC under
authority of federal securities laws are also sources of authoritative GAAP for
SEC registrants. The Codification is effective for interim and annual
periods ending after September 15, 2009. All existing accounting standards are
superseded and the Codification became the only level of authoritative GAAP. All
other accounting literature not included in the Codification is
nonauthoritative. Our accounting policies were not affected by the conversion to
the Codification, but any references to specific accounting standards in our
footnotes to our consolidated financial statements have been changed to refer to
the appropriate section of the Codification.
In March
2008, the FASB issued guidance intended to improve financial reporting about
derivative instruments and hedging activities by requiring enhanced disclosures
to enable investors to better understand their effects on an entity’s financial
position, financial performance, and cash flows. The guidance also
improves transparency about the location and amounts of derivative instruments
in an entity’s financial statements; how derivative instruments and related
hedged items are accounted for; and how derivative instruments and related
hedged items affect its financial position, financial performance, and cash
flows. The guidance is effective for financial statements issued for
fiscal years and interim periods beginning after November 15, 2008, with
early application encouraged. The Company adopted this guidance effective
January 1, 2009 and the implementation of this standard did not have an impact
on the Company’s consolidated financial position and results of
operations.
In
December 2007, the FASB issued guidance for business combinations which
establishes principles and requirements for how an acquirer recognizes and
measures in its financial statements the identifiable assets acquired, including
goodwill, the liabilities assumed and any non-controlling interest in the
acquiree. The guidance also establishes disclosure requirements to enable users
of the financial statements to evaluate the nature and financial effects of the
business combination. The guidance is effective for business combinations for
which the acquisition date is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2008. In
April 2009, the FASB issued guidance which amended certain previous
guidance related to the recognition, measurement, and disclosure of assets
acquired and liabilities assumed in a business combination that arise from
contingencies. This guidance became effective in the first quarter of
2009. There have been no business combinations during 2009. As a
result the implementation of this standard did not have an impact on the
Company’s consolidated financial position and results of
operations. Any future impact related to these standards will be
dependent on the future business combinations that the Company may pursue after
January 1, 2009.
In
December 2007, the FASB issued guidance which establishes accounting and
reporting standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. The guidance was effective as of the beginning
of the Company’s fiscal year beginning after December 15, 2008. The Company
adopted this standard effective January 1, 2009 and the implementation of this
standard did not have an impact on the Company’s consolidated financial position
and results of operations.
In April
2008, the FASB issued guidance which amends the factors that should be
considered in developing renewal or extension assumptions used to determine the
useful life of a recognized intangible asset. The intent of the
guidance is to improve the consistency between the useful life of a recognized
intangible asset under and the period of expected cash flows used to measure the
fair value of the asset. This standard is effective for financial
statements issued for fiscal years beginning after December 15, 2008, and
interim periods within those fiscal years. Early adoption is
prohibited. The Company adopted this standard effective January 1,
2009 and the implementation of this standard did not have an impact on the
Company’s consolidated financial position and results of
operations.
In April
2009, the FASB issued additional guidance related to fair value
accounting. This guidance addresses the impact on fair value when market
activity has decreased, when other-than-temporary impairment of assets has
occurred and interim fair value disclosures for financial instruments.
This guidance impacts certain aspects of fair value measurement and related
disclosures. These standards are effective for interim periods beginning
after June 15, 2009. The Company adopted these standards effective the
interim period ending June 30, 2009 and the implementation did not have an
impact on the Company's consolidated financial position and results of
operations.
In May
2009, the FASB issued new guidance which establishes general standards of
accounting for and disclosure of events that occur after the balance sheet date
but before financial statements are issued or are available to be issued. The
guidance sets forth (1) the period after the balance sheet date during which
management of a reporting entity should evaluate events or transactions that may
occur for potential recognition or disclosure in the financial statements, (2)
the circumstances under which an entity should recognize events or transactions
occurring after the balance sheet date in its financial statements and (3) the
disclosures that an entity should make about events or transactions that
occurred after the balance sheet date. The standard is effective for interim or
annual financial periods ending after June 15, 2009. The Company adopted this
standard effective the interim period ending June 30, 2009 and the
implementation of this standard did not have an impact on the Company’s
consolidated results of operations or financial position.
In June
2009, the FASB issued new guidance which improves the relevance,
representational faithfulness, and comparability of the information that a
reporting entity provides in its financial statements about a transfer of
financial assets; the effects of a transfer on its financial position, financial
performance, and cash flows; and a transferor’s continuing involvement, if any,
in transferred financial assets. This standard is effective as of the beginning
of each reporting entity’s first annual reporting period that begins after
November 15, 2009, for interim periods within that first annual reporting period
and for interim and annual reporting periods thereafter. The Company is
currently evaluating the impact on its consolidated results of
operations and financial position of adopting this
pronouncement.
In
June 2009, the FASB issued guidance to amend previous guidance related to
determining whether an enterprise has a controlling financial interest in a
variable interest entity. This determination identifies the primary beneficiary
of a variable interest entity as the enterprise that has both the power to
direct the activities of a variable interest entity that most significantly
impacts the entity’s economic performance, and the obligation to absorb losses
or the right to receive benefits of the entity that could potentially be
significant to the variable interest entity. The guidance also requires ongoing
reassessments of whether an enterprise is the primary beneficiary and eliminates
the quantitative approach previously required for determining the primary
beneficiary. The standard is effective January 1, 2010. The Company is
currently evaluating the impact on its consolidated results of
operations and financial position of adopting this
pronouncement.
In
October 2009, the FASB issued new guidance which provides principles for
allocation of consideration among its multiple-elements, allowing more
flexibility in identifying and accounting for separate deliverables under an
arrangement. The guidance introduces an estimated selling price method for
valuing the elements of a bundled arrangement if vendor-specific objective
evidence or third-party evidence of selling price is not available, and
significantly expands related disclosure requirements. This standard is
effective on a prospective basis for revenue arrangements entered into or
materially modified in fiscal years beginning on or after June 15, 2010.
Alternatively, adoption may be on a retrospective basis, and early application
is permitted. The Company is currently evaluating the impact on its consolidated
results of operations and financial position of adopting this
pronouncement.
In October 2009, the FASB issued new guidance which clarifies which
guidance should be used in allocating and measuring revenue arrangements which
include both tangible products and software. In particular, tangible
products containing software components and nonsoftware components that function
together to deliver the tangible product's essential functionality will no
longer be within the scope of the software revenue guidance. This guidance
also significantly expands related disclosure requirements. This standard
is effective on a prospective basis for revenue arrangements entered into or
materially modified in fiscal years beginning on or after June 15, 2010.
Alternatively, adoption may be on a retrospective basis, and early application
is permitted. The Company must adopt this standard in the same period
using the same transition method as it uses for the adoption of the guidance
related to multiple element arrangements previously discussed. The Company
is currently evaluating the impact on its consolidated results of
operations and financial position of adopting this pronouncement.
CAUTIONARY
ADVICE REGARDING FORWARD-LOOKING STATEMENTS
Some of
the statements contained in this Form 10-Q that are not historical facts are
forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934 (the “Exchange Act”). We intend such
forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements contained in Section 21E of the Exchange
Act. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date this Form 10-Q
is filed with the Securities and Exchange Commission (“SEC”).
We may,
in some cases, use words such as “project,” “believe,” “anticipate,” “plan,”
“expect,” “estimate,” “intend,” “should,” “would,” “could,” “potentially,”
“will,” or “may,” or other words that convey uncertainty of future events or
outcomes to identify these forward-looking
statements. Forward-looking statements in this Form 10-Q include
statements about:
•
|
competition
and competitive factors in the markets in which we
operate;
|
|
•
|
demand
for our software;
|
|
•
|
our
ability to transition to a broader focus on software to move, protect and
recover workloads;
|
|
•
|
the
advantages of our technology as compared to others;
|
|
•
|
changes
in customer preferences and our ability to adapt our product and services
offerings;
|
|
•
|
our
ability to obtain and maintain distribution partners and the terms of
these arrangements;
|
|
•
|
our
plans for future product development and future
acquisitions;
|
|
•
|
the
integration of TimeSpring Software Corporation (“TimeSpring”), known as
Double-Take Software Canada, Inc. (“Double-Take Canada”) and the TimeData
products into our business;
|
|
•
|
the
integration of emBoot, Inc. (“emBoot”) and its products into our
business;
|
|
•
|
our
ability to develop and maintain positive relationships with our
customers;
|
|
•
|
our
ability to maintain and establish intellectual property
rights;
|
|
•
|
our
ability to retain and hire necessary employees and appropriately staff our
development, marketing, sales and distribution efforts;
|
|
•
|
our
cash needs and expectations regarding cash flow from
operations;
|
|
•
|
our
ability to manage and grow our business and execution of our business
strategy;
|
|
•
|
our
expectations for future revenue;
|
|
•
|
the
impact of macro-economic trends on our business; and
|
|
•
|
our
financial performance.
|
The forward-looking statements are based on our beliefs, assumptions and
expectations of our future performance, taking into account information
currently available to us. These beliefs, assumptions and
expectations can change as a result of many possible events or factors, not all
of which are known to us or are within our control. If a change
occurs, our business, financial condition and results of operations may vary
materially from those expressed in our forward-looking
statements. There are a number of important factors that could cause
actual results to differ materially from the results anticipated by these
forward-looking statements. These important factors include those
that we discuss in this section of our Form 10-Q and in the “Risk Factors”
section in our annual report on Form 10-K, which we filed with the SEC on
March 13, 2009. You should read these factors and the other
cautionary statements made in this Form 10-Q in combination with the more
detailed description of our business in our annual report on Form 10-K as being
applicable to all related forward-looking statements wherever they appear in
this quarterly report. If one or more of these factors materialize,
or if any underlying assumptions prove incorrect, our actual results,
performance or achievements may vary materially from any future results,
performance or achievements expressed or implied by these forward-looking
statements. We undertake no obligation to publicly update any
forward-looking statements, whether as a result of new information, future
events or otherwise, except as required by law.
Overview
Double-Take
Software currently develops, sells and supports affordable software that allows
IT organizations of all sizes to move, protect and recover workloads across any
distance and any combination of physical and virtual server
environments. As enterprise IT systems evolve they increasingly take
the form of a dynamic infrastructure where the ability to move information
freely, intelligently and securely becomes critical. Our hardware-
and application-independent software benefits these infrastructures by
efficiently protecting, moving and recovering data created by any application on
almost any type or brand of disk storage on any brand of server running on
Microsoft Windows operating systems as well as many versions of the Linux
operating system. We believe that we are the leading supplier of replication
software for Microsoft server environments and that our business is
distinguished by our focus on software license and recurring maintenance sales,
our productive distribution network and our efficient services infrastructure.
Our flagship product, Double-Take Availability, among other things, continuously
replicates software and data changes made on a primary operating server to a
duplicate server at a different location. Because the duplicate
server can commence operating in place of the primary server at almost any time,
Double-Take Availability facilitates rapid failover and application recovery in
the event of a disaster or other service interruption.
The
disaster recovery market has been our primary historical focus, but as a result
of recent acquisitions and internal development, we are expanding into adjacent
markets for system migrations, back-up and network booting, which is part of our
business model of offering products that optimize workloads for dynamic
infrastructure. With our acquisition of TimeSpring Software Corporation in
December 2007, now known as Double-Take Canada, Inc. (“Double-Take Canada”) and
its TimeData products, now included in Double-Take Backup, we can also recover
data from almost any point in time from a repository located on- or
off-site. In July 2008, we acquired emBoot, Inc., which is now part
of Double-Take Canada, and which specializes in network booting
technology. The technology acquired with emBoot, now included in
Double-Take Flex, allows organizations to easily assign and re-assign computing
workloads to any available Windows or Linux physical servers or desktops or any
virtual machine in their environment. IT organizations can now move
those workloads around in a matter of minutes, whether it is because a disaster
has occurred, a data center is moving, the company has decided to virtualize its
infrastructure or an application needs more capacity. Double-Take
Move, released in October 2009, is a server migration product that can migrate
live server workloads across virtualization platforms. We estimate
that we have sold approximately 200,000 software licenses to about 20,000
customers.
From 2005
through 2008 we experienced substantial growth. We increased
our total revenue from $40.7 million for the year ended December 31, 2005
to $96.3 million for the year ended December 31, 2008, and we went from
having a net loss of $3.8 million to net income of $17.6 million
during that same period. We believe that our focus on providing affordable
software to companies of all sizes through an efficient direct sales team and a
robust distribution network was instrumental to our revenue
growth. However, compared to the first nine months of 2008, we
experienced a decline in revenue and net income in the first nine months of
2009, as discussed below under Effect of Recent Market Conditions
and Uncertain Economic Environment on our Business.
As a
result of our investments in developing our software and establishing our broad
distribution network, as well as legal fees and settlement costs associated with
the defense and settlement of a legal case involving our intellectual property,
we experienced significant operating losses through 2005. Our ability
to increase the productivity of our sales force and distribution partners while
controlling our other expenses led to the improvement in our results through
2008. Our acquisition of Double-Take EMEA on May 23, 2006 has also
contributed to our improved results from 2005 through 2008, while costs
associated with our acquisitions in Canada have served to decrease net
income.
Effect
of Recent Market Conditions and Uncertain Economic Environment on our
Business
Total revenue
for the three and nine months ended September 30, 2009 was $21.3 million and
$60.5 million, respectively, which was a decrease of $2.7 million and $10.9
million from the three and nine months ended September 30, 2008,
respectively. Software revenue comprised $2.6 million and $10.5
million of the total revenue decrease for the three and nine months ended
September 30, 2009, respectively. During the second half of 2008, we
began to experience the effects of worsening economic conditions, further
exacerbated by customer-specific challenges and significant disruptions in the
financial and credit markets globally. We continued to experience
the effects of these economic conditions in the third quarter of 2009 resulting
in little growth in our sequential revenues as we experienced an increase in our
total revenue of $0.3 million from the second quarter of 2009 to the third
quarter of 2009. During 2009, order delays, lengthening sales cycles
and slowing deployments worldwide all contributed to the decrease in revenue
from the three and nine months ended September 30, 2008 to the three and nine
months ended September 30, 2009. The first quarter of 2009 was the
first quarter since before 2005 we experienced a decrease in total revenue as
compared to the same quarter of the previous year.
Uncertainty
around current and future macroeconomic and industry conditions continues to
persist. We believe these conditions and the lack of liquidity
in the capital markets had an effect upon the capital spending of our customers
during the nine months ended September 30, 2009. Moreover, we remain
uncertain of the continued impact of any near-term changes of enterprise and
consumer spending and behavior, in response to these market conditions. The
level of competition we face during periods of economic weakness can be expected
to increase. We cannot be certain how long these conditions will
continue and the magnitude of their effects on our business and results of
operations. These conditions continue to negatively affect our
ability to close business and continue to make our forecasting and planning more
difficult.
While we
expect the near term market conditions to remain challenging, we continue to
believe in our ability to execute our business plan in the near term and our
longer term market opportunities. We believe the need for
organizations to move, protect and recover their data, applications and
operating systems with affordable software will require our current customers as
well as new customers to continue to invest in their
infrastructure. As a result, we intend to continue to prudently
invest in our business, through continued product development and sales and
marketing efforts. While the company's sales pipelines continue to
support generating revenue and net income in 2009 and the predictability of
closure on those pipelines improved in the second and third quarters
of 2009, the effect of the continued economic downturn remains
uncertain. Therefore financial performance for the remainder of 2009
remains more difficult to predict than in past years.
Some Important Aspects of Our
Operations
We
license our software under perpetual licenses to end-user customers directly and
to a network of distributors, value-added resellers and original equipment
manufacturers, or OEMs. Our distributors primarily sell our software
to our resellers. Our resellers bundle or sell our software together with their
own products and also sell our software independently. Our OEMs
market, sell and support our software and services on a stand-alone basis and
incorporate our software into their own hardware and software
products.
Our
acquisition of Double-Take EMEA in 2006 has continued to provide us with a
direct presence in the European, Middle Eastern and African markets, the
opportunity to further our strategic initiative to increase revenue generated
outside of the United States, and opportunities for improved
margins. The inclusion of Double-Take EMEA’s assets and operations in
our business since May 23, 2006 has contributed to a significant increase
in the size of our business over the past years.
On
December 24, 2007, we completed our acquisition of Double-Take
Canada. The acquisition did not provide meaningful revenue in 2008
and minimal revenue for the nine months ended September 30, 2009, but we believe
the acquisition of Double-Take Canada’s patented technology and the engineering
expertise of the employees, specifically in the area of file systems and
application level recovery, fits well into our core capabilities as does the
product design into our architecture. This acquisition has helped us
broaden development efforts of our products and as a result in October 2009, we
released Double-Take Backup which utilizes this acquired technology.
On July 28, 2008, we completed our acquisition of emBoot. The
acquisition did not provide meaningful revenue in 2008 and had slightly
increased revenue during the nine months ended September 30, 2009. In
September 2009 we released Double-Take Flex which incorporates this acquired
technology. We expect substantially all of the on-going expenses related to
Double-Take Canada will be related to research and development and to a lesser
extent depreciation and amortization. We expect the on-going use of
the acquired technologies to further expand our product offering in future
periods.
Revenue
We derive
revenue from sales of perpetual licenses for our software and from maintenance
and professional services.
Software
Licenses. We derive the majority of our revenue from sales of
perpetual licenses of our software applications, which allow our customers to
use the software indefinitely. We do not customize our software for a
specific end user customer. We recognize revenue from sales of perpetual
licenses generally upon shipment of the software. Our software
revenue is reported net of rebates and discounts because we do not receive an
identifiable benefit in exchange for the rebate or discount.
Our
software revenue generated approximately 47% and 55% of our total revenue for
the nine months ended September 30, 2009 and 2008, respectively. Our
software revenue generally experiences some seasonality. We believe
that many organizations do not make the bulk of their information technology
purchases, including software, in the first quarter of any year. We
believe that this historically has generally resulted in lower revenue generated
by software sales in our first quarter of any year. In the past, we
have also generally experienced lower revenue in certain regions in the summer
months. Due to the recent economic downturn, our quarterly revenue
predictability has decreased from prior years. During the second
quarter of 2009, we began to see more predictability than in the first quarter
of 2009, and while that improvement in predictability continued in the third
quarter, we still believe that predictability has not returned to that of
previous periods. As a result, future quarterly revenue may trend
differently than it has historically. Predicting quarterly revenue
trending is more difficult than ever, but we believe that in line with our
historical seasonality the first quarter of 2009 should be the weakest quarter
of the year.
Maintenance and Professional
Services. We also generate revenue by providing our customers
with maintenance comprised of software updates and product support. We generally
include our maintenance for a designated period in the price of the software at
the time of sale. In addition, some of our customers enter into a maintenance
agreement for periods longer than a year. These agreements entitle our customers
to software updates on a when-and-if-available basis and product support for an
annual fee based on the licenses purchased and the level of service subscribed.
Almost all of our customers that purchase maintenance pay the entire amount
payable under the agreement in advance, although we recognize maintenance
revenue ratably over the term of the agreement.
In some
cases, most often in connection with the licensing of our software, we provide
professional services to assist our customers in strategic planning for disaster
recovery and application high availability, the installation of our software and
the training of their employees to use our software. We provide most of our
professional services on a fixed price basis and we generally recognize the
revenue for professional services once we complete the engagement. For any paid
professional services, including training, that have not been performed within
three years of the original invoice date, we recognize the services as revenue
in the quarter that is three years after original invoice date.
Maintenance
revenue represented 91% of total maintenance and professional services revenue
for the nine months ended September 30, 2009 and 2008. Professional
services generated the remainder of our total maintenance and professional
services revenue in these periods.
Of our
total revenue, maintenance revenue represented 49% and 41% for the nine months
ended September 30, 2009 and 2008, respectively. Professional
services accounted for 4% of our total revenue for the nine months ended
September 30, 2009 and 2008. Our maintenance and professional
services revenue historically has generated lower gross margins than our
software revenue. The gross margin generated by our maintenance and
professional services revenue was 81% and 78% for the nine months ended
September 30, 2009 and 2008, respectively. We have focused on
increasing and maintaining our maintenance revenue and we believe it has
historically increased more rapidly than license revenue due to price increases
and increased renewal rates attributable to focused sales efforts and the
inclusion of significant new functionality in the product at no charge for
licenses on which maintenance has been purchased. As the percentage
of total revenue attributable to maintenance increases, our overall gross
margins will be adversely affected. In the current economic
environment, companies may decide not to renew their annual
maintenance. Should this happen, maintenance and professional
services revenue may decrease. Should license revenue increase in
future periods, maintenance revenue will likely decrease as a percentage of
total revenue. We will continue to focus on maintaining our current and
future customer base with renewal of licenses as functionality is enhanced
throughout the products.
Cost
of Revenue
Our cost
of revenue primarily consists of the following:
Cost of Software Revenue.
Cost of software revenue consists primarily of media, manual,
translation and distribution costs, and royalties to third-party software
developers for technology embedded within our software. Because our development
initiatives have resulted in insignificant time and costs incurred between
technological feasibility and the point at which the software is ready for
general release, we do not capitalize any of our internally-developed
software.
Cost of Services Revenue.
Cost of services revenue consists primarily of salary and other
personnel-related costs incurred in connection with our provision of maintenance
and professional services. Cost of services revenue also includes other
allocated overhead expenses for our professional services and product support
personnel, as well as travel-related expenses for our staff to perform work at a
customer’s site.
Operating
Expenses
We
classify our operating expenses as follows:
Sales and Marketing.
Sales and marketing expenses primarily consist of the
following:
•
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personnel
and related costs for employees engaged in sales, corporate marketing,
product marketing and product management with partners in our distribution
network, including salaries, commissions and other incentive compensation,
including equity-based compensation, related employee benefit costs and
allocated overhead expenses;
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•
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travel
related expenses to meet with existing and potential customers, and for
other sales and marketing related purposes; and
|
•
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sales
promotion expenses, public relations expenses and costs for marketing
materials and other marketing events, including trade shows, industry
conventions and advertising, and marketing development funds for our
distribution partners.
|
We
expense our sales commissions at the time of sale. We expect our sales and
marketing expense to increase in the future as we continue to invest in
marketing programs and we increase various sales activities which may include an
increase in the number of direct sales professionals.
Research and Development.
Research and development expenses primarily represent the expense of
developing new software and modifying existing software. These expenses
primarily consist of the following:
•
|
personnel
and related costs, including salaries, employee benefits, equity and other
incentive compensation and allocated overhead expenses, for research and
development personnel, including software engineers, software quality
assurance engineers and systems engineers; and
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•
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contract
labor expense and consulting fees paid to independent consultants and
others who provide software engineering services to us, as well as other
expenses associated with the design and testing of our
software.
|
Historically,
our research and development efforts have been primarily devoted to increases in
features and functionality of our existing software. We expect research and
development expense to increase in the future as we continue to develop new
solutions for our customers. We expect research and development
expense to increase as a percentage of revenue in 2009 as we continue to invest
in product development efforts. The 2009 research and development expense will
include a full year of expense related to Double-Take Canada’s acquisition of
emBoot as compared to a partial year in 2008 as the acquisition was made in July
2008.
General and Administrative.
General and administrative expenses represent the costs and expenses
of managing and supporting our operations. General and administrative expenses
consist primarily of the following:
•
|
personnel
and related costs including salaries, employee benefits, equity and other
incentive compensation and allocated overhead expenses, for our
executives, finance, human resources, corporate information technology
systems, strategic business, corporate quality, corporate training and
other administrative personnel;
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•
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legal
and accounting professional fees;
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•
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recruiting
and training costs;
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•
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travel
related expenses for executives and other administrative
personnel; and
|
•
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computer
maintenance and support for our internal information technology
system.
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General
and administrative expenses have historically increased as a result of being a
publicly-traded company and investing in an infrastructure to support our
growth. However, we generally expect general and administrative expenses to
remain substantially similar or slightly decrease as a percentage of revenue for
the foreseeable future.
Depreciation and
Amortization. Depreciation and amortization expense consists
of depreciation expense primarily for computer equipment we use for information
services and in our development and test labs, and amortization of intangible
assets acquired.
Results
of Operations
Three Months
Ended September 30, 2009 Compared to Three Months Ended September 30,
2008
Revenue. We derive our revenue
from sales of our products and support and services. Revenue
decreased 11% to $21.3 million, for the three months ended September 30,
2009, from $24.0 million for the three months ended September 30,
2008. Of our sales in the three months ended September 30, 2009 and
2008, 88% and 91%, respectively, was attributable to sales to or through our
indirect channels such as distributors, value-added resellers and OEMs. This
percentage can vary from quarter to quarter and we do not expect to
significantly increase our proportion of sales from direct sales. Of
our sales in the three months ended September 30, 2009 and 2008, 12% and 9%,
respectively, was attributable to direct sales to end
users. Historically, our total revenue has generally increased each
quarter within a calendar year with the first quarter of the year being the
weakest quarter. The current quarter’s total revenue decreased from
the same quarter of the previous year and increased slightly from the second
quarter of 2009. We currently expect revenue will likely be flat or
slightly increase from the third quarter of 2009 to the fourth quarter of 2009,
as well as decrease in the fourth quarter of 2009 from the same quarter of the
previous year. This decrease from the same quarter a year ago is a
result of the global economic weakness currently being experienced as discussed
above in Effect of Recent
Market Conditions and Uncertain Economic Environment on our
Business.
Software License
Revenue. Software revenue decreased $2.6 million, or 20%, from
$12.8 million in the three months ended September 30, 2008 to $10.2 million
in the three months ended September 30, 2009. While we had
approximately $0.4 million of software license revenue related to new products
offered during the three months ended September 30, 2009 which were not
available during the three months ended September 30, 2008, software revenue
decreased. The decrease in software revenue was primarily due to the
global economic slowdown which has resulted in decreased or delayed corporate
capital expenditures. To a lesser extent, changing foreign currency
exchange rates also had an effect on software license revenue. During
the three months ended September 30, 2009 as compared to the three months ended
September 30, 2008, the United States dollar was stronger against both the euro
and the pound sterling. Had exchange rates stayed constant, license
revenue would have decreased by approximately 19% in the three months ended
September 30, 2009 from the three months ended September 30, 2008.
Software
sales made to or through our distributors, value-added resellers and OEMs
generated approximately 92% and 94% of total software sales in the three months
ended September 30, 2009 and 2008, respectively. During the three months ended
September 30, 2009 and 2008, respectively, approximately 8% and 6% of our
software sales were made solely by our direct sales force. During the
three months ended September 30, 2009 and 2008, approximately 16% and 13%,
respectively, of our software sales were made to our distributors for sale to
value-added resellers, approximately 71% and 76%, respectively, of our software
sales were made directly through resellers and approximately 5% of our software
sales were made through OEMs. We believe that we will need to continue to
maintain close relationships with our partners to sustain and increase
profitability. We have no current plans to focus future growth on one
distribution channel versus another. We believe our direct sales force
complements our indirect distribution network, and we intend to continue to
increase revenue generated by both.
In the
three months ended September 30, 2009 and 2008, the median price of sales of
Double-Take software licenses to customers was approximately $4,000 and $6,000,
respectively. We believe that, historically, the pricing and sales
cycles have contributed to more balanced sales throughout the year and more
predictable revenue streams in comparison to other software companies with
perpetual license models. We believe that the affordability of our software is a
competitive advantage. However, the predictability of software sales
has declined over the past several quarters compared to 2007 and early
2008.
Maintenance and Professional
Services Revenue. Maintenance and professional services
revenue was $11.1 million in the three months ended September 30, 2009 and
2008. Maintenance and professional services revenue represented 52%
of our total revenue in the three months ended September 30, 2009 and 47% of our
total revenue in the three months ended September 30, 2008. Maintenance revenue
was $10.1 million for the three months ended September 30, 2009 and
2008. Professional services revenue was $1.0 million
in the three months ended September 30, 2009 and 2008. There are
variations in scheduling of the delivery of professional services from quarter
to quarter which will impact the amount of professional services recognized in
each quarter. Additionally, to a lesser extent, changing foreign
currency exchange rates also had an effect on maintenance and professional
services revenue. Had exchange rates stayed constant, professional
services and maintenance revenue would have increased by approximately 2% in the
three months ended September 30, 2009 from the three months ended September 30,
2008.
Cost of Revenue and Gross
Profit
Total
cost of revenue decreased $0.2 million, or 9%, from $2.5 million for the
three months ended September 30, 2008 to $2.3 million in the three months ended
September 30, 2009. Total cost of revenue represented 11% and 10% of
our total revenue in the three months ended September 30, 2009 and 2008,
respectively.
Cost of
software revenue decreased $28,000, or 18%, from $156,000 for the three months
ended September 30, 2008 to $128,000 for the three months ended September 30,
2009. The decrease was a result of decreased software license
revenue. In the three months ended September 30, 2009 and 2008 the
cost of software revenue was 1% of software revenue.
Cost of
services revenue decreased $0.2 million, or 9%, from $2.3 million for the
three months ended September 30, 2008 to $2.1 million in the three months ended
September 30, 2009. The decrease was primarily related to a decrease
of $0.1 million of personnel expenses directly related to a temporary salary
decrease of approximately 10% effective for two months in the third quarter of
2009, decreased bonus expense directly related to reduced revenue and
profitability and the discontinued employer match to the 401(k)
plan. Additionally as a result of our continued cost control
efforts, travel and consulting expense decreased by approximately $0.1
million. Cost of services revenue represented 19% of our services
revenue in the three months ended September 30, 2009 and 21% in the three months
ended September 30, 2008.
Gross
profit decreased $2.4 million, or 11%, from $21.5 million for the three
months ended September 30, 2008 to $19.0 million for the three months ended
September 30, 2009. The decrease is due primarily to the drop in
revenue in the third quarter of 2009. Gross margin remained
substantially constant at 89% and 90% in the three months ended September 30,
2009 and 2008, respectively.
Operating
Expenses
Effect of Changing Foreign Currency
Rates on Expenses. During the three months ended September 30, 2009
as compared to the three months ended September 30, 2008, the United States
dollar was stronger than the euro, the pound sterling and the Canadian
dollar. As a result, operating expenses decreased by approximately 2%
during the three months ended September 30, 2009 from what they would have been
during the time period had foreign currency exchange rates remained constant
from the three months ended September 30, 2008. The overall fluctuation in
operating expenses, which includes the effect of foreign currency rates, is
described below.
Sales and
Marketing. Sales and marketing expenses decreased $0.7
million, or 8%, from $8.4 million for the three months ended September 30,
2008 to $7.7 million for the three months ended September 30,
2009. The decrease was substantially due to decreased commission and
personnel expenses. Commission expense decreased by approximately
$0.3 million as a direct result of the decreased revenue. Personnel
expenses decreased by approximately $0.1 million which was a result of decreased
bonus expense due to decreased revenue and profitability, a temporary salary
decrease of approximately 10% effective for two months in the third quarter of
2009 and the discontinued employer match to the 401(k) plan, all of which were
partially offset by an increase in health insurance benefits. As a
result of our continued cost control efforts, travel expense decreased by
approximately $0.1 million and outside marketing expense decreased by
approximately $0.3 million.
Research and
Development. Research and development expenses decreased $0.7
million, or 16%, from $4.3 million for the three months ended September 30,
2008 to $3.7 million for the three months ended September 30,
2009. Personnel expenses decreased by approximately $0.3 million
which was a result of decreased bonus expense due to decreased revenue and
profitability, a temporary salary decrease of approximately 10% effective for
two months in the third quarter of 2009 and the discontinued employer match to
the 401(k) plan, all of which were partially offset an increase in health
insurance benefits. As a result of our continued cost control
efforts, third party development expense and travel expense decreased by
approximately $0.3 million.
General and
Administrative. General and administrative expenses decreased
$0.2 million, or 5%, from $3.4 million for the three months ended September 30,
2008 to $3.2 million for the three months ended September 30,
2009. Personnel expenses decreased by approximately $0.3 million
which was a result of decreased bonus expense due to decreased revenue and
profitability, a temporary salary decrease of approximately 10% effective for
two months in the third quarter of 2009 and the discontinued employer match to
the 401(k) plan, all of which were partially offset by an increase in health
insurance benefits. The expense decreases were partially offset by an
increase of approximately $0.2 million in legal and accounting
fees.
Depreciation and
Amortization. Depreciation and amortization expense increased
$31,000, or 3%, from $974,000 in the three months ended September 30, 2008
to $1.0 million for the three months ended September 30, 2009. The
increase was attributable to increased depreciation expense associated with
capital expenditures and increased amortization related to the technology
related intangibles which were acquired in connection with the acquisition of
emBoot on July 28, 2008.
Interest
Income. Interest income was $0.1 million for the three months
ended September 30, 2009 as compared to $0.4 million for the three months ended
September 30, 2008. While our cash and short term investments
increased by $21.5 million from September 30, 2008 to September 30, 2009, our
interest income decreased by $0.3 million. The decrease was a result
of lower returns on our cash and short term investments which matured during the
three months ended September 30, 2009 and were reinvested at lower rates than in
2008. The cash and short term investments were reinvested
substantially in United States treasury notes and bonds and cash management
funds. During the remainder of 2009, should the interest rates
continue to remain at lower or even similar levels than those experienced in
2008, we expect our interest income to remain at the lower amounts attained in
the third quarter of 2009.
Foreign
Exchange (Loss)
The
foreign exchange loss was $8,000 for the three months ended September 30, 2009
as compared to $79,000 for the three months ended September 30,
2008. The foreign currency fluctuations are substantially related to
Double-Take EMEA. For the three months ended September 30, 2008, the
loss occurred on assets we had which were denominated in pounds sterling in
Europe. These assets were converted to Euros and then subsequently to
US dollars for financial statement reporting purposes. The conversion
to euros and then subsequently to US dollars produced the loss. In
the fourth quarter of 2008, we had a reorganization of the legal entity
structure of Double-Take EMEA. The reorganization of the entities
reduced the amount of Double-Take EMEA assets denominated in pounds sterling
therefore reducing our exposure to currency fluctuations between the pound
sterling and the euro. We may from time to time have assets which are
denominated in currencies other than the functional currency of the Double-Take
EMEA entity. As a result, we do still have exposure to currency
fluctuations.
Income
Tax Expense
Income
tax expense was $1.9 million for the three months ended September 30, 2009
compared to $2.1 million for the three months ended September 30,
2008. In the three months ended September 30, 2009 and 2008, we
recorded a tax expense using the effective tax rate currently expected to be in
effect for the full year. The effective tax rate increased from 44%
for the three months ended September 30, 2008 to 55% for the three months ended
September 30, 2009. The increase in the effective tax rate was
substantially a result of decreased taxable income generated from operations in
the United States and increased stock option expense which is not deductible for
tax purposes.
In
determining future taxable income, assumptions are made to forecast federal,
state and international operating income, the reversal of temporary timing
differences, and the implementation of any feasible and prudent tax planning
strategies. The assumptions require significant judgment regarding
the forecasts of future taxable income, and are consistent with forecasts used
to manage the business. Should these assumptions change based upon
changes to the forecast of future taxable income in any particular quarter, the
effective tax rate in any quarter could be significantly
different. As of December 31, 2008 we had a valuation allowance
of $17.4 million recorded against net deferred tax assets, which are primarily
comprised of net operating loss carryforwards as a result of operating losses
incurred since inception. For the three months ended September 30,
2009 there was no reversal of the valuation
allowance. Realization of deferred tax assets is dependent upon
future earnings, if any, the timing of which is uncertain. Accordingly, the net
deferred tax assets are partially offset by the valuation
allowance. Utilization of these net operating losses and credit
carryforwards are subject to annual limitations due to provisions of the
Internal Revenue Code of 1986, as amended, that are applicable due to “ownership
changes” that have occurred. We will maintain the valuation allowance
until sufficient further positive evidence exists to support a reversal of, or
decrease in, the valuation allowance.
Net
Income (Loss)
For the
three months ended September 30, 2009, we recorded net income of $1.6 million
which is a decrease of 40% or $1.1 million from the net income recorded for the
three months ended September 30, 2008. During the three months ended
September 30, 2009 revenue decreased by $2.7 million. The decrease in
revenue was partially offset by decreased cost of revenue of $0.2 million and
decreased operating expenses of $1.5 million. The decrease in revenue
is primarily a result of the decreased demand caused by the economic slowdown
currently being experienced. Overall, the decrease in operating
expenses is related to our continued cost control efforts. The decrease in
operating expenses is substantially a result of decreased sales and marketing
expense of $0.7 million and decreased research and development expense of $0.7
million. In addition to our cost control efforts, sales and marketing
expense also decreased directly as a result of our decreased
revenue. Our income from operations decreased by $1.0 million, or
22%, from $4.4 million for the three months ended September 30, 2008 to $3.4
million for the three months ended September 30, 2009. The decrease
in income from operations was partially offset by decreased tax expense of $0.2
million as a result of decreased taxable income at an increased effective tax
rate.
Nine Months
Ended September 30, 2009 Compared to Nine Months Ended September 30,
2008
Revenue. We derive our revenue
from sales of our products and support and services. Revenue
decreased 15% to $60.5 million, for the nine months ended September 30,
2009, from $71.3 million for the nine months ended September 30,
2008. Of our sales in the nine months ended September 30, 2009 and
2008, 89% were attributable to sales to or through our indirect channels such as
distributors, value-added resellers and OEMs. This percentage can vary from
quarter to quarter and we do not expect to significantly increase our proportion
of sales from direct sales. Of our sales in the nine months ended
September 30, 2009 and 2008, 11% were attributable to direct sales to end
users. Historically, our total revenue has generally increased each
quarter within a calendar year with the first quarter of the year being the
weakest quarter. Total revenue decreased from the same period of the
previous year. We currently expect flat to slightly increased revenue
from the third quarter of 2009 to the fourth quarter of 2009, as well as
decreased revenue from the same period of the previous year. This
decrease is a result of the global economic weakness currently being experienced
as discussed above in Effect
of Recent Market Conditions and Uncertain Economic Environment on our
Business.
Software License
Revenue. Software revenue decreased $10.5 million, or 27%,
from $38.9 million in the nine months ended September 30, 2008 to $28.4
million in the nine months ended September 30, 2009. While we had
approximately $2.5 million of software license revenue related to new products
offered during the nine months ended September 30, 2009 which were not available
during the nine months ended September 30, 2008, software revenue
decreased. The decrease in software revenue was primarily due to the
global economic slowdown which has resulted in decreased or delayed corporate
capital expenditures. To a lesser extent, changing foreign currency
exchange rates also had an effect on software license revenue. During
the nine months ended September 30, 2009 as compared to the nine months ended
September 30, 2008, the United States dollar was stronger against both the euro
and the pound sterling. Had exchange rates stayed constant, license
revenue would have decreased by approximately 24% in the nine months ended
September 30, 2009 from the nine months ended September 30, 2008.
Software
sales made to or through our distributors, value-added resellers and OEMs
generated approximately 91% of total software sales in the nine months ended
September 30, 2009 and 2008. During the nine months ended September 30, 2009 and
2008, approximately 9% of our software sales were made solely by our direct
sales force. During the nine months ended September 30, 2009 and
2008, approximately 15% and 13%, respectively, of our software sales were made
to our distributors for sale to value-added resellers, approximately 69% and
72%, respectively, of our software sales were made directly through resellers
and approximately 7% and 6%, respectively, of our software sales were made
through OEMs. We believe that we will need to continue to maintain close
relationships with our partners to sustain and increase profitability. We have
no current plans to focus future growth on one distribution channel versus
another. We believe our direct sales force complements our indirect distribution
network, and we intend to continue to increase revenue generated by
both.
In the
nine months ended September 30, 2009 and 2008, the median price of sales of
Double-Take software licenses to customers was approximately $4,000 and
$6,000. We believe that, historically, the pricing and sales cycles
have contributed to more balanced sales throughout the year and more predictable
revenue streams in comparison to other software companies with perpetual license
models. We believe that the affordability of our software is a competitive
advantage. However, the predictability of software sales has declined
over the past several quarters compared to where it was in 2007 and early
2008.
Maintenance and Professional
Services Revenue. Maintenance and professional services
revenue decreased $0.4 million, or 1%, from $32.5 million in the nine months
ended September 30, 2008, to $32.1 million in the nine months ended
September 30, 2009. Maintenance and professional services revenue
represented 53% of our total revenue in the nine months ended September 30, 2009
and 46% of our total revenue in the nine months ended September 30, 2008.
Maintenance revenue was $29.7 and $29.4 million for the nine months ended
September 30, 2009 and 2008, respectively, an increase of approximately
1%. The slight increase in maintenance revenue was attributable to
continued maintenance renewals resulting from heightened sales focus and the
inclusion of significant new functionality in the product at no charge for
licenses on which maintenance has been purchased. Additionally,
maintenance revenue was recognized in the nine months ended September 30, 2009
on new licenses sold in the past year. Professional services revenue
decreased $0.7 million, or 21%, from $3.1 million in the nine months
ended September 30, 2008, to $2.4 million in the nine months ended September 30,
2009. The decrease in professional services revenue for the nine months ended
September 30, 2009 was due to fewer engagements being completed in the nine
months ended September 30, 2009 as compared to the nine months ended September
30, 2008 as many customers delayed the implementation of projects previously
scheduled and there were fewer new projects sold during the nine months ended
September 30, 2009 compared to the nine months ended September 30,
2008. There are variations in scheduling of the delivery of
professional services from quarter to quarter which will impact the amount of
professional services recognized. Additionally, changing foreign
currency exchange rates also had an effect on maintenance and professional
services revenue. Had exchange rates stayed constant, maintenance and
professional services revenue would have increased by approximately 4% in the
nine months ended September 30, 2009 from the nine months ended September 30,
2008.
Cost of Revenue and Gross
Profit
Total
cost of revenue decreased $1.0 million, or 13%, from $7.6 million for the
nine months ended September 30, 2008 to $6.6 million in the nine months ended
September 30, 2009. Total cost of revenue represented 11% of our
total revenue in the nine months ended September 30, 2009 and 2008.
Cost of
software revenue decreased $52,000, or 13%, from $397,000 for the nine months
ended September 30, 2008 to $345,000 for the nine months ended September 30,
2009. The decrease was a result of decreased sales of our
product. In the nine months ended September 30, 2009 and 2008 the
cost of software was 1% of software revenue.
Cost of
services revenue decreased $0.9 million, or 13%, from $7.2 million for the
nine months ended September 30, 2008 to $6.3 million in the nine months ended
September 30, 2009. The decrease was primarily related to a decrease
of approximately $0.4 million of personnel expenses directly related to a
temporary salary decrease of approximately 10% effective for three months in the
nine months of 2009, decreased bonus expense directly related to reduced revenue
and profitability and the discontinued employer match to the 401(k) plan, as
well as the effects of foreign currency (see Effect of Changing Foreign Currency
Rates on Expenses below). This decrease was partially offset
by increased health insurance benefits. Additionally as a result of
our continued cost control efforts, travel and consulting expense decreased by
approximately $0.3 million. Cost of services revenue represented 20%
of our services revenue in the nine months ended September 30, 2009 and 22% in
the nine months ended September 30, 2008.
Gross
profit decreased $9.9 million, or 16%, from $63.8 million for the nine
months ended September 30, 2008 to $53.9 million for the nine months ended
September 30, 2009. The decrease is due primarily to the drop in
revenue during 2009. Gross margin remained substantially constant at
89% in the nine months ended September 30, 2009 and 2008.
Operating
Expenses
Effect of Changing Foreign Currency
Rates on Expenses. During the nine months ended September 30, 2009
as compared to the nine months ended September 30, 2008, the United States
dollar was stronger than the euro, the pound sterling and the Canadian
dollar. As a result, operating expenses decreased by approximately 4%
during the nine months ended September 30, 2009 from what they would have been
during the time period had foreign currency exchange rates remained constant
from the nine months ended September 30, 2008. The overall fluctuation in
operating expenses, which includes the effect of foreign currency rates, is
described below.
Sales and
Marketing. Sales and marketing expenses decreased $2.6
million, or 10%, from $26.3 million for the nine months ended September 30,
2008 to $23.7 million for the nine months ended September 30,
2009. The decrease was substantially due to decreased bonus and
commission expense of approximately $1.5 million directly related to decreased
revenue and profitability. As a result of our continued cost control
efforts, travel expense decreased by approximately $0.5 million and outside
marketing and consulting expense decreased by approximately $0.1
million. As a further cost control measure, the employer match to the
401(k) plan was discontinued which resulted in an expense decrease of
approximately $0.2 million. The decreased expenses were partially
offset by increased compensation expense and medical benefits of approximately
$0.5 million primarily resulting from increased headcount during the nine months
ended September 30, 2009. The increase in compensation was offset by
a temporary salary reduction of approximately 10% effective for three months
during 2009.
Research and
Development. Research and development expenses decreased $0.9
million, or 8%, from $12.5 million for the nine months ended September 30,
2008 to $11.5 million for the nine months ended September 30,
2009. The decrease in expenses is a result of decreased bonus expense
of approximately $0.3 million directly related to decreased revenue and
profitability. As a result of our continued cost control efforts,
third party development expense and travel expense decreased by approximately
$0.5 million. As a further cost control measure, the employer match
to the 401(k) plan was discontinued which resulted in an expense decrease of
approximately $0.2 million. The expense decreases were partially
offset by increased compensation expense of approximately $0.3 which is
substantially all a result of our acquisition of emBoot in July
2008. The increase in compensation was offset by a temporary salary
decrease of approximately 10% effective for three months during
2009.
General and
Administrative. General and administrative expenses decreased
$0.6 million, or 6%, from $10.0 million for the nine months ended September 30,
2008 to $9.5 million for the nine months ended September 30,
2009. Personnel expenses decreased by approximately $0.3 million due
to decreased headcount and a temporary salary reduction of approximately 10%
effective for three months during 2009, partially offset by an increase in
medical benefits. Additionally, bonus expense decreased by $0.3
million directly related to decreased revenue and
profitability. As a result of our continued cost control
efforts, third party consulting expense and travel expense decreased by
approximately $0.3 million. The expense decreases were partially
offset by an increase of approximately $0.3 million legal and accounting
fees.
Depreciation and
Amortization. Depreciation and amortization expense increased
$0.4 million, or 14%, from $2.6 million in the nine months ended September
30, 2008 to $3.0 million for the nine months ended September 30,
2009. The increase was attributable to increased depreciation expense
associated with capital expenditures and increased amortization related to the
technology related intangibles which were acquired in connection with the
acquisition of emBoot on July 28, 2008.
Interest
Income. Interest income was $0.2 million for the nine months
ended September 30, 2009 as compared to $1.5 million for the nine months ended
September 30, 2008. While our cash and short term investments
increased by $21.5 million from September 30, 2008 to September 30, 2009, our
interest income decreased by $1.2 million. The decrease was a result
of lower returns on our cash and short term investments which matured during the
nine months ended September 30, 2009 and were reinvested at lower rates than in
2008. The cash and short term investments were reinvested
substantially in United States treasury notes and bonds and cash management
funds. During the remainder of 2009, should the interest rates
continue to remain at lower or even similar levels than those experienced in
2008, we expect our interest income to remain at the lower amounts attained in
the third quarter of 2009.
Foreign
Exchange (Loss)
The
foreign exchange loss was $0.1 and $0.5 million for the nine months ended
September 30, 2009 and 2008, respectively. The foreign currency
fluctuations are substantially related to Double-Take EMEA. For the
nine months ended September 30, 2008, the loss occurred on assets we had which
were denominated in pounds sterling in Europe. These assets were
converted to Euros and then subsequently to US dollars for financial statement
reporting purposes. In the fourth quarter of 2008, we had a
reorganization of the legal entity structure of Double-Take EMEA. The
reorganization of the entities reduced the amount of Double-Take EMEA assets
denominated in pounds sterling therefore reducing our exposure to currency
fluctuations between the pound sterling and the euro. We may from
time to time have assets which are denominated in currencies other than the
functional currency of the Double-Take EMEA entity. As a result, we
do still have exposure to currency fluctuations.
Income
Tax Expense
Income
tax expense was $3.4 million for the nine months ended September 30, 2009
compared to $5.9 million for the nine months ended September 30,
2008. In the nine months ended September 30, 2009 and 2008, we
recorded a tax expense using the effective tax rate currently expected to be in
effect for the full year. The effective tax rate increased from 44%
for the nine months ended September 30, 2008 to 54% for the nine months ended
September 30, 2009. The increase in the effective tax rate was
substantially a result of decreased taxable income generated from operations in
the United States and increased stock option expense which is not deductible for
tax purposes.
In
determining future taxable income, assumptions are made to forecast federal,
state and international operating income, the reversal of temporary timing
differences, and the implementation of any feasible and prudent tax planning
strategies. The assumptions require significant judgment regarding
the forecasts of future taxable income, and are consistent with forecasts used
to manage the business. Should these assumptions change based upon
changes to the forecast of future taxable income in any particular quarter, the
effective tax rate in any quarter could be significantly
different. As of December 31, 2008 we had a valuation allowance
of $17.4 million recorded against net deferred tax assets, which are primarily
comprised of net operating loss carryforwards as a result of operating losses
incurred since inception. For the nine months ended September 30,
2009 there was no reversal of the valuation
allowance. Realization of deferred tax assets is dependent upon
future earnings, if any, the timing of which is uncertain. Accordingly, the net
deferred tax assets are partially offset by the valuation
allowance. Utilization of these net operating losses and credit
carryforwards are subject to annual limitations due to provisions of the
Internal Revenue Code of 1986, as amended, that are applicable due to “ownership
changes” that have occurred. We will maintain the valuation allowance
until sufficient further positive evidence exists to support a reversal of, or
decrease in, the valuation allowance.
Net
Income (Loss)
For the
nine months ended September 30, 2009, we recorded net income of $2.9 million
which is a decrease of 61% or $4.5 million from the net income recorded for the
nine months ended September 30, 2008. During the nine months ended
September 30, 2009 revenue decreased by $10.9 million. The decrease
in revenue was partially offset by decreased cost of revenue of $1.0 million and
decreased operating expenses of $3.8 million. The decrease in revenue
is primarily a result of the decreased demand caused by the economic slowdown
currently being experienced. Overall, the decrease in operating
expenses is related to our continued cost control efforts. The decrease in
operating expenses is substantially a result of decreased sales and marketing
expense of $2.6 million, decreased research and development expense of $0.9
million and decreased general and administrative expense of $0.6 million all
partially offset by $0.4 million of increased depreciation and amortization
expense. In addition to our cost control efforts, sales and marketing
expense also decreased directly as a result of our decreased
revenue. Depreciation and amortization expense increased primarily as
a result of our acquisition of emBoot. Our income from operations
decreased by $6.1 million, or 50%, from $12.3 million for the nine months ended
September 30, 2008 to $6.2 million for the nine months ended September 30,
2009. The decrease in income from operations was partially offset by
decreased tax expense of $2.4 million as a result of decreased taxable
income.
Critical
Accounting Policies
In
presenting our financial statements in conformity with accounting principles
generally accepted in the United States, we are required to make estimates and
judgments that affect the amounts reported in our financial statements. Some of
the estimates and assumptions we are required to make relate to matters that are
inherently uncertain as they pertain to future events. We formulate these
estimates and assumptions based on historical experience and on various other
matters that we believe to be reasonable and appropriate. Actual results may
differ significantly from these estimates. Of our significant accounting
policies described in Note 1 to the financial statements included elsewhere
in this Form 10-Q, we believe that the following policies may involve a higher
degree of judgment and complexity.
Revenue
Recognition
Our
revenue is reported net of rebates and discounts because there is no
identifiable benefit in exchange for the rebate or discount. We derive revenues
from two primary sources or elements: software licenses and services. Services
include customer support, consulting, installation services and training. A
typical sales arrangement includes both of these elements.
For
software arrangements involving multiple elements, we recognize revenue using
the residual method. Under the residual method, we allocate and defer revenue
for the undelivered elements based on relative fair value and recognize the
difference between the total arrangement fee and the amount deferred for the
undelivered elements as revenue. The determination of fair value of the
undelivered elements in multiple element arrangements is based on the price
charged when such elements are sold separately, which is commonly referred to as
vendor-specific objective-evidence (“VSOE”).
Our
software licenses typically provide for a perpetual right to use our software
and are sold on a per-copy basis. We recognize software revenue through direct
sales channels and resellers upon receipt of a purchase order or other
persuasive evidence and when all other basic revenue recognition criteria are
met as described below. Revenue from software licenses sold through an OEM
partner is recognized upon the receipt of a royalty report evidencing
sales.
Services
revenue includes revenue from customer support and other professional services.
Customer support includes software updates (including unspecified product
upgrades and enhancements) on a when-and-if-available basis, telephone support
and bug fixes or patches. Customer support revenue is recognized ratably over
the term of the customer support agreement, which is typically one year. To
determine the price for the customer support element when sold separately, we
use actual rates at which we have previously sold support as established
VSOE.
Other
professional services such as consulting and installation services provided by
us are not essential to the functionality of the software and can also be
performed by the customer or a third party. Revenues from consulting and
installation services are recognized when the services are completed. Training
fees are recognized after the training course has been provided. Any paid
professional services, including training, that have not been performed within
six years of the original invoice date are recognized as revenue in the quarter
that is six years after the original invoice date. Based on our analysis of such
other professional services transactions sold on a stand-alone basis, we have
concluded we have established VSOE for such other professional services when
sold in connection with a multiple-element software arrangement. The price for
other professional services has not materially changed for the periods
presented.
We have
analyzed all of the undelivered elements included in our multiple-element
arrangements and determined that VSOE of fair value exists to allocate revenues
to services. Accordingly, assuming all basic revenue recognition criteria are
met, software revenue is recognized upon delivery of the software license using
the residual method.
We
consider the four basic revenue recognition criteria for each of the elements as
follows:
Persuasive evidence of an
arrangement with the customer exists. Our customary practice
is to require a purchase order and, in some cases, a written contract signed by
both the customer and us prior to recognizing revenue with respect to an
arrangement.
Delivery or performance has
occurred. Our software applications are usually physically
delivered to customers with standard transfer terms such as FOB shipping point.
Software and/or software license keys for add-on orders or software updates are
typically delivered via email. We recognize software revenue upon shipment to
resellers and distributors because there is no right of return or refund and
generally no price protection agreements. In situations where multiple copies of
licenses are purchased, all copies are delivered to the customer in one shipment
and revenue is recognized upon shipment. Occasionally, we enter into a site
license with a customer that allows the customer to use a specified number of
licenses within the organization. When a site license is sold, we deliver a
master disk to the customer that allows the product to be installed on multiple
servers. We have no further obligation to provide additional copies of the
software or user manuals. Revenue on site licenses is recognized upon shipment
of the master disk to the customer. Sales made by our Original Equipment
Manufacturer (“OEM”) partners are recognized as revenue in the month the product
is shipped. We estimate the revenue from a preliminary report received from the
OEM shortly after the end of the month. Once the final report is received, the
revenue is adjusted to that based on the final report, usually in the following
month. Services revenue is recognized when the services are completed, except
for customer support, which is recognized ratably over the term of the customer
support agreement, which is typically one year.
Fee is fixed or determinable.
The fee customers pay for software applications, customer support
and other professional services is negotiated at the outset of an arrangement.
The fees are therefore considered to be fixed or determinable at the inception
of the arrangement.
Collection is probable.
Probability of collection is assessed on a customer-by-customer
basis. Each new customer undergoes a credit review process to evaluate its
financial position and ability to pay. If we determine from the outset of an
arrangement that collection is not probable based upon the review process,
revenue is recognized on a cash-collected basis.
Our
arrangements do not generally include acceptance clauses. However, if an
arrangement does include an acceptance clause, revenue for such an arrangement
is deferred and recognized upon acceptance. Acceptance occurs upon the earliest
of receipt of a written customer acceptance, waiver of customer acceptance or
expiration of the acceptance period.
Stock-Based
Compensation
We
recognize stock option expense using the fair value recognition
method. We apply the fair value recognition method only to awards
granted, modified, repurchased or cancelled after January 1,
2006. Stock-based compensation expense is recognized based on the
grant-date fair value of stock option awards granted or modified after
January 1, 2006. As we had used the minimum value method for
valuing our stock options, all unmodified options granted prior to
January 1, 2006 continue to be accounted using the minimum value
method.
We
account for stock-based compensation expense related to restricted stock units
using the fair value of the nonvested stock on the grant date. The
fair value is measured as the market price of a share of nonrestricted stock on
the grant date.
We
account for stock awards to non-employees by recognizing the fair
value of these instruments as an expense over the period in which the related
services are rendered.
Income
Taxes
Deferred
tax assets and liabilities are determined based on differences between financial
reporting and tax bases of assets and liabilities, and are measured using the
enacted laws and tax rates that are expected to be in effect when the
differences are expected to reverse. The measurement of deferred tax assets is
reduced, if necessary, by a valuation allowance for any tax benefits not
expected to be realized. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in the period that such tax rate changes are
enacted.
In the
three and nine months ended September 30, 2009 and 2008, we recorded a tax
expense of $1,907, $3,406, $2,070 and $5,851, respectively, related
to income generated during the periods using an effective tax rate currently
expected to be in effect for the full year.
As of
December 31, 2008, we recorded a valuation allowance of $17.4 million against
net deferred tax assets, which are primarily comprised of net operating loss
carryforwards as a result of operating losses incurred since
inception. Realization of deferred tax assets is dependent upon
future earnings, if any, the timing of which is uncertain. Accordingly, the net
deferred tax assets were offset by a valuation allowance.
We
analyze the carrying value of our deferred tax assets on a regular
basis. In determining future taxable income, assumptions are made to
forecast federal, state and international operating income, the reversal of
temporary timing differences, and the implementation of any feasible and prudent
tax planning strategies. The assumptions require significant judgment
regarding the forecasts of future taxable income, and are consistent with
forecasts used to manage the business. Should these assumptions
change based upon changes to the forecast of future taxable income in any
particular quarter, the effective tax rate in any quarter could be significantly
different. During the nine months ended September 30, 2009,
there was no reversal of the valuation allowance. We will maintain a
valuation allowance until sufficient further positive evidence exists to support
a reversal of, or decrease in, the valuation allowance.
We
analyze any uncertain tax positions through the application of a
two-step process that separates recognition from measurement. During
the three and nine months ended September 30, 2009, the Company did not
recognize any uncertain tax positions and the Company did not recognize any
increase or decrease to reserves for uncertain tax positions.
We have
elected to record interest and penalties recognized in the financial statements
as income taxes. Any subsequent change in classification interest and
penalties will be treated as a change in accounting principle.
Liquidity
and Capital Resources
Overview
Our
ability to sustain a level of positive cash flow from operations that is
sufficient to continue to meet all of our future operating, capital and other
cash requirements is subject to the risks associated with our business,
including those described under “Risk Factors” in our annual report on Form
10-K, which we filed with the Securities and Exchange Commission on March 13,
2009 and to changes in our business plan, capital structure and other events. As
of September 30, 2009, we had cash and short term investments of
$89.4 million and accounts receivable of $15.8 million.
In
January 2006, in connection with the settlement of an intellectual property
dispute reached in December 2005, we paid $3.8 million to another company.
We also agreed to make future payments of $0.5 million in each of January
2007, 2008, 2009 and 2010, which we collateralized by a $2.0 million letter
of credit to that company. The letter of credit was to be drawn down
automatically in increments of $0.5 million at the time of each payment
requirement. Our future obligations under the settlement were reduced on a
dollar-for-dollar basis to the extent that we purchased or resold the other
company’s products. As of September 30, 2009, we had made the payment on the
final $0.2 million of computer equipment. As a result, both parties
have agreed that the $2.0 million obligation under the settlement agreement has
been fulfilled. In July 2009, the letter of credit related to the
settlement agreement was cancelled.
As of
September 30, 2009, we had no borrowings under our $2.0 million credit facility
with Silicon Valley Bank (“SVB”) which expires on April 28, 2010.
Sources
and Uses of Cash
Nine
Months Ended Months Ended
September
30,
|
|||||||||
2009
|
2008
|
||||||||
(in
thousands)
|
|||||||||
Cash
flow data:
|
|||||||||
Net cash provided by operating
activities
|
$ | 16,238 | $ | 16,301 | |||||
Net cash(used in) investing
activities
|
(15,676 | ) | (2,645 | ) | |||||
Net cash provided by financing
activities
|
137 | 189 | |||||||
Effect of exchange rate changes
on cash and cash equivalents
|
463 | (604 | ) | ||||||
Net increase in cash and
equivalents
|
1,162 | 13,241 | |||||||
Cash and cash equivalents,
beginning of period
|
40,659 | 25,748 | |||||||
Cash and equivalents, end of
period
|
$ | 41,821 | $ | 38,989 |
Cash
Flows from Operating Activities
Cash
provided by operating activities decreased by $0.1 million from $16.3 million in
the nine months ended September 30, 2008 to $16.2 million in the nine months
ended September 30, 2009. The decrease in cash provided by operations
is primarily a result of the decrease in net income of $4.5 million offset by
the decrease in accounts receivable during 2009 of $3.9 million primarily
related to cash collections partially offset by billings during 2009 and a $4.1
million decrease in prepaid expenses and other assets. Additionally,
the add backs related to depreciation and amortization were $3.0 million as a
result of capital expenditures and amortization expense related to our
acquisitions. Stock based compensation expense was $3.3
million.
Cash
Flows from Investing Activities
Cash used
in investing activities was $15.7 million in the nine months ended September 30,
2009 which was an increase of $13.0 million from $2.6 million of cash used in
investing activities in the nine months ended September 30, 2008. The
fluctuation from cash provided by investing activities to cash used in investing
activities is primarily due increased short term investments.
Cash
Flows from Financing Activities
Cash
provided by financing activities was $0.1 million in the nine months ended
September 30, 2009, which was a nominal decrease compared to the nine months
ended September 30, 2008. The decrease was due to less tax benefits
from stock based compensation and decreased payments on capital lease
obligations offset by a slight increase in stock option exercises.
Off-Balance Sheet
Arrangements
As of
September 30, 2009, other than our operating leases, we do not have off-balance
sheet financing arrangements, including any relationships with unconsolidated
entities or financial partnerships, such as entities often referred to as
structured finance or special purpose entities.
We do not
engage in trading activities involving non-exchange traded contracts. As such,
we are not materially exposed to any financing, liquidity, market or credit risk
that could arise if we had engaged in these relationships.
As a
result of our acquisition of Double-Take EMEA in May 2006, Double-Take Canada in
December 2007, and emBoot in July 2008, we have international sales and expenses
that are denominated in foreign currencies, and we face exposure to adverse
movements in foreign currency exchange rates. Depending on the amount of our
revenue generated from Double-Take EMEA and Double-Take Canada (including
emBoot), adverse movement in foreign currency exchange rates could have a
material adverse impact on our financial results. Our primary exposures are to
fluctuations in exchange rates for the United States dollar versus the euro and
Canadian dollar, as well as the euro versus the pound sterling. See
“Foreign Exchange(
Loss)” in Item 2 above. Changes in currency exchange rates could
adversely affect our reported revenue and could require us to reduce our prices
to remain competitive in foreign markets, which could also materially adversely
affect our results of operations. We have not historically hedged exposure to
changes in foreign currency exchange rates and, as a result, we could incur
unanticipated gains or losses.
We
maintain disclosure controls and procedures, which are designed to ensure that
information required to be disclosed in the reports we file or submit under the
Securities Exchange Act of 1934, as amended, is recorded, processed, summarized
and reported within the time periods specified in the Securities and Exchange
Commissions rules and forms, and that such information is accumulated and
communicated to our management, including our CEO and CFO, as appropriate, to
allow timely decisions regarding required disclosure.
Under the
supervision and with the participation of our management, including our CEO and
CFO, an evaluation was performed on the effectiveness of the design and
operation of our disclosure controls and procedures as of the end of the period
covered by this quarterly report. Based on that evaluation, our management,
including our CEO and CFO, concluded that our disclosure controls and procedures
were effective as of the end of the period covered by this
report.
There
were no changes in the Company’s internal controls over financial reporting
during the most recently completed fiscal quarter that have materially affected
or are reasonably likely to materially affect the Company’s internal control
over financial reporting.
We currently
have no material legal proceedings pending.
An investment
in our stock involves a high degree of risk. You should carefully consider the
risks set forth in the Risk Factors section of our annual report on Form 10-K,
which we filed with the SEC on March 13, 2009, and all of the other
information set forth in this Form 10-Q and our Form 10-K before deciding to
invest in our common stock.
Unregistered
Sales of Equity Securities
None.
Use
of Proceeds
None
Not
Applicable.
None.
Effective
October 30, 2009, which was the date the Company received a counter-signed copy
of its new building lease, the Company has a new lease
agreement for the current location in Indianapolis, Indiana. The
new lease replaces the previous lease in effect for that office location, which
has approximately 45,000 square feet of office space and has the Company's main
development operation, principal call center, sales support, and other corporate
functions. The lease term expires on August 31, 2017 and the total
future minimum lease payments over the term of the lease are
$6,671.
Exhibit No.
|
Exhibit Description
|
||
10.13 |
Lease
Agreement, dated October 21, 2009 between Sun Life Assurance Company of
Canada and the Company.
|
||
31.01 |
Certification
of Chief Executive officer pursuant to Rule 13a-14(a) under the
Securities Exchange Act of 1934 as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
|
||
31.02 |
Certification
of Chief Financial Officer pursuant to Rule 13a-14(a) under the
Securities Exchange Act of 1934 as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
|
||
32.01 |
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.
|
||
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.
DOUBLE-TAKE SOFTWARE, INC. | |||
Date:
November 5, 2009
|
By:
|
/s/ S. Craig Huke | |
S. Craig Huke | |||
Chief
Financial Officer
(Principal Financial and Principal Accounting Officer)
|
|||
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