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EX-31.1 - EX-31.1 - RIGHTNOW TECHNOLOGIES INC | c54482exv31w1.htm |
EX-31.2 - EX-31.2 - RIGHTNOW TECHNOLOGIES INC | c54482exv31w2.htm |
EX-32.1 - EX-32.1 - RIGHTNOW TECHNOLOGIES INC | c54482exv32w1.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
000-31321
(Commission File No.)
(Commission File No.)
RIGHTNOW TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 81-0503640 | |
(State or Other Jurisdiction of | (I.R.S. Employer | |
Incorporation or Organization) | Identification No.) |
136 Enterprise Boulevard
Bozeman, Montana 59718-9300
(Address of Principal Executive Offices) (Zip Code)
Bozeman, Montana 59718-9300
(Address of Principal Executive Offices) (Zip Code)
(406) 522-4200
(Registrants Telephone Number, Including Area Code)
(Registrants Telephone Number, Including Area Code)
N/A
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
(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 (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files).
Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o (Do not check if a smaller reporting company) |
Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No þ
The number of shares outstanding of the registrants common stock, $0.001 par value, as of October
31, 2009 was 31,792,356.
RightNow Technologies, Inc.
Quarterly Report on Form 10-Q
Quarterly Report on Form 10-Q
For the Quarterly Period Ended September 30, 2009
INDEX
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Table of Contents
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
RightNow Technologies, Inc.
Condensed Consolidated Balance Sheets
(In thousands) (Unaudited)
Condensed Consolidated Balance Sheets
(In thousands) (Unaudited)
December 31, | September 30, | |||||||
2008 | 2009 | |||||||
Assets |
||||||||
Cash and cash equivalents |
$ | 51,405 | $ | 32,388 | ||||
Short-term investments |
34,412 | 60,634 | ||||||
Accounts receivable |
36,770 | 31,034 | ||||||
Term receivables, current |
5,752 | 3,011 | ||||||
Allowance for doubtful accounts |
(2,277 | ) | (1,701 | ) | ||||
Receivables, net |
40,245 | 32,344 | ||||||
Deferred commissions |
5,381 | 5,822 | ||||||
Prepaid and other current assets |
2,150 | 2,867 | ||||||
Total current assets |
133,593 | 134,055 | ||||||
Long-term investments |
4,963 | | ||||||
Property and equipment, net |
10,141 | 9,781 | ||||||
Term receivables, non-current |
3,547 | 1,447 | ||||||
Intangible assets, net |
6,399 | 11,222 | ||||||
Deferred commissions, non-current |
2,840 | 2,828 | ||||||
Other |
854 | 941 | ||||||
Total Assets |
$ | 162,337 | $ | 160,274 | ||||
Liabilities and Stockholders Equity |
||||||||
Accounts payable |
$ | 5,058 | $ | 4,593 | ||||
Commissions and bonuses payable |
5,665 | 4,838 | ||||||
Other accrued liabilities |
11,165 | 12,008 | ||||||
Current portion of long-term debt |
46 | 34 | ||||||
Current portion of deferred revenue |
77,584 | 75,643 | ||||||
Total current liabilities |
99,518 | 97,116 | ||||||
Long-term debt, less current portion |
22 | | ||||||
Deferred revenue, net of current portion |
35,614 | 28,298 | ||||||
Stockholders equity: |
||||||||
Common stock |
34 | 34 | ||||||
Additional paid-in capital |
102,662 | 109,394 | ||||||
Treasury stock |
(13,209 | ) | (15,007 | ) | ||||
Accumulated other comprehensive income |
1,916 | 1,395 | ||||||
Accumulated deficit |
(64,220 | ) | (60,956 | ) | ||||
Total stockholders equity |
27,183 | 34,860 | ||||||
Total Liabilities and Stockholders Equity |
$ | 162,337 | $ | 160,274 | ||||
See accompanying notes to condensed consolidated financial statements.
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RightNow Technologies, Inc.
Condensed Consolidated Statements of Operations
(In thousands, except per share amounts) (Unaudited)
Condensed Consolidated Statements of Operations
(In thousands, except per share amounts) (Unaudited)
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2008 | 2009 | 2008 | 2009 | |||||||||||||
Revenue: |
||||||||||||||||
Software, hosting and support |
$ | 25,956 | $ | 29,754 | $ | 76,085 | $ | 83,223 | ||||||||
Professional services |
10,281 | 8,977 | 28,271 | 27,885 | ||||||||||||
Total revenue |
36,237 | 38,731 | 104,356 | 111,108 | ||||||||||||
Cost of revenue: |
||||||||||||||||
Software, hosting and support |
5,305 | 5,232 | 15,383 | 15,135 | ||||||||||||
Professional services |
8,133 | 6,365 | 23,228 | 19,719 | ||||||||||||
Total cost of revenue |
13,438 | 11,597 | 38,611 | 34,854 | ||||||||||||
Gross profit |
22,799 | 27,134 | 65,745 | 76,254 | ||||||||||||
Operating expenses: |
||||||||||||||||
Sales and marketing |
16,889 | 16,175 | 51,334 | 47,046 | ||||||||||||
Research and development |
4,671 | 5,100 | 13,664 | 14,907 | ||||||||||||
General and administrative |
3,215 | 4,018 | 10,621 | 11,671 | ||||||||||||
Total operating expenses |
24,775 | 25,293 | 75,619 | 73,624 | ||||||||||||
Income (loss) from operations |
(1,976 | ) | 1,841 | (9,874 | ) | 2,630 | ||||||||||
Interest and other income, net |
552 | 342 | 2,009 | 1,094 | ||||||||||||
Income (loss) before income taxes |
(1,424 | ) | 2,183 | (7,865 | ) | 3,724 | ||||||||||
Provision for income taxes |
(23 | ) | (218 | ) | (110 | ) | (460 | ) | ||||||||
Net income (loss) |
$ | (1,447 | ) | $ | 1,965 | $ | (7,975 | ) | $ | 3,264 | ||||||
Net income (loss) per share: |
||||||||||||||||
Basic |
$ | (0.04 | ) | $ | 0.06 | $ | (0.24 | ) | $ | 0.10 | ||||||
Diluted |
$ | (0.04 | ) | $ | 0.06 | $ | (0.24 | ) | $ | 0.10 | ||||||
Shares used in the computation: |
||||||||||||||||
Basic |
33,640 | 31,733 | 33,585 | 31,731 | ||||||||||||
Diluted |
33,640 | 32,424 | 33,585 | 32,249 |
See accompanying notes to condensed consolidated financial statements.
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RightNow Technologies, Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands) (Unaudited)
Condensed Consolidated Statements of Cash Flows
(In thousands) (Unaudited)
Nine Months Ended | ||||||||
September 30, | ||||||||
2008 | 2009 | |||||||
Operating activities: |
||||||||
Net income (loss) |
$ | (7,975 | ) | $ | 3,264 | |||
Non-cash adjustments, net of assets acquired: |
||||||||
Depreciation and amortization |
5,866 | 5,410 | ||||||
Provisions for uncollectible accounts receivable |
179 | 117 | ||||||
Stock-based compensation |
4,695 | 6,104 | ||||||
Changes in operating accounts, net of assets acquired: |
||||||||
Receivables |
12,652 | 10,731 | ||||||
Prepaid expenses and other current assets |
(654 | ) | (735 | ) | ||||
Deferred commissions |
(2,170 | ) | (142 | ) | ||||
Accounts payable |
1,061 | (567 | ) | |||||
Commissions and bonuses payable |
(615 | ) | (941 | ) | ||||
Other accrued liabilities |
1,016 | 415 | ||||||
Deferred revenue |
(2,999 | ) | (12,036 | ) | ||||
Other |
(142 | ) | 255 | |||||
Cash provided by operating activities |
10,914 | 11,875 | ||||||
Investing activities: |
||||||||
Net change in investments |
996 | (21,391 | ) | |||||
Acquisition of property and equipment |
(4,344 | ) | (3,673 | ) | ||||
Intangible asset additions |
| (244 | ) | |||||
Business acquisition |
| (5,906 | ) | |||||
Other |
(25 | ) | 8 | |||||
Cash used in investing activities |
(3,373 | ) | (31,206 | ) | ||||
Financing activities: |
||||||||
Proceeds from issuance of common stock under employee benefit plans |
1,266 | 396 | ||||||
Excess tax benefits of stock options exercised |
| 232 | ||||||
Common stock repurchased |
| (1,798 | ) | |||||
Payments on long-term debt |
(33 | ) | (34 | ) | ||||
Cash provided (used) by financing activities |
1,233 | (1,204 | ) | |||||
Effect of foreign exchange rates on cash and cash equivalents |
(1,310 | ) | 1,518 | |||||
Increase (decrease) in cash and cash equivalents |
7,464 | (19,017 | ) | |||||
Cash and cash equivalents at beginning of period |
43,681 | 51,405 | ||||||
Cash and cash equivalents at end of period |
$ | 51,145 | $ | 32,388 | ||||
See accompanying notes to condensed consolidated financial statements.
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Table of Contents
RightNow Technologies, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(1) Business Description and Basis of Presentation
Business Description
RightNow Technologies, Inc. (the Company or RightNow) provides on demand customer
relationship management (CRM) software and services that help consumer-centric organizations
improve customer experiences, while reducing costs. RightNows solutions go beyond traditional
customer relationship management solutions to support a business external customer-facing channels
as well as sales, marketing and customer service operations. Approximately 1,900 corporations and
government agencies worldwide depend on RightNow to help achieve their strategic objectives and
better meet the needs of those they serve. Founded in 1997, RightNow is headquartered in Bozeman,
Montana, with additional offices in North America, Europe, Asia, and Australia. The Company
operates in one segment, which is the customer relationship management market.
Basis of Presentation
The accompanying condensed interim consolidated financial statements are unaudited. These
financial statements and notes should be read in conjunction with the audited consolidated
financial statements and related notes, together with managements discussion and analysis of
financial condition and results of operations, contained in the Companys Annual Report on Form
10-K for the year ended December 31, 2008.
The accompanying interim condensed consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States. In the opinion of
management, the interim condensed consolidated financial statements and notes have been prepared on
the same basis as the audited consolidated financial statements in the Annual Report on Form 10-K.
These financial statements include all adjustments (consisting of only normal recurring
adjustments) necessary for the fair presentation of the Companys financial position. The interim
period results are not necessarily indicative of the results to be expected for the full year.
The preparation of the consolidated financial statements in conformity with accounting
principles generally accepted in the United States requires management of the Company to make a
number of estimates and assumptions that affect the reported amounts of assets, liabilities,
revenues and expenses, and disclosures of contingent assets and liabilities. Management evaluates
these estimates on an on-going basis using historical experience and other factors, including the
current economic environment, and management believes these estimates to be reasonable under the
circumstances. Estimates and assumptions are adjusted when facts and circumstances dictate.
Illiquid credit markets, volatile equity markets, foreign currency fluctuations, and declines in
consumer spending have combined to increase the uncertainty inherent in such estimates and
assumptions. Significant items subject to such estimates and assumptions include: elements
comprising our software, hosting and support sales arrangements and whether the elements have
stand-alone and/or fair value; whether the fees charged for our products and services are fixed or
determinable; the carrying amount of property and equipment and intangible assets; estimates
regarding the recoverability and respective fair value of auction-rate securities and all other
investments; valuation allowances for receivables and deferred income tax assets; and estimates of
expected term and volatility in determining stock-based compensation expense. As future events and
their effects cannot be determined with precision, actual results could differ significantly from
those estimates.
(2) Certain Risks and Concentrations
The Companys revenue is derived from the subscription, license, hosting and support of its
software products and provision of related professional services. The markets in which the Company
competes are highly competitive and rapidly changing. Significant technological changes, changes in
customer requirements, or the emergence of competitive products with new capabilities or
technologies could adversely affect the Companys operating results. The Company has historically
derived a majority of its revenue from customer service software solutions. These products are
expected to continue to account for a significant portion of revenue for the foreseeable future. As
a result of this revenue concentration, the Companys business could be harmed by a decline in
demand for, or in the prices of, these products or as a result of, among other factors, any change
in pricing model, a maturation in the markets for these products, increased price competition or a
failure by the Company to keep up with technological change.
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Financial instruments subjecting the Company to concentrations of credit risk consist
primarily of cash and cash equivalents, and short-term investments, and accounts and term
receivables. The Company maintains cash, cash equivalents, and short-term investments with various
domestic and foreign financial institutions. The Companys cash balances with its financial
institutions may exceed deposit insurance limits. Short-term investments are investment grade,
interest-earning securities, and are diversified by type and industry. Approximately $4.4 million
of short-term investments consists of auction rate securities (ARS) and a repurchase put option
associated with the ARS as further described in Note 7.
With customers that span the globe the Companys historical revenue ranges have been
approximately 70% to 75% in North America, 18% to 22% in Europe and 7% to 9% in Asia Pacific. No
individual customer accounted for more than 10% of the Companys revenue in 2008 or the three and
nine months ended September 30, 2009. No individual customer accounted for more than 10% of the
Companys accounts receivable or total net receivables at December 31, 2008 and one customer
represented approximately 22% of the Companys accounts receivable and total net receivables,
respectively at September 30, 2009. Beginning in 2007, our change to subscriptions from license
arrangements requires that we no longer record additions to term receivables. As a result, the
customer concentration as a percentage of term licenses has increased since the change. One
customer represented 22% of term receivables at December 31, 2008, and the same one customer
represented 35% of term receivables at September 30, 2009.
As of December 31, 2008 and September 30, 2009, assets located outside North America were 12%
and 16% of total assets, respectively. The loss from operations outside of North America totaled
$1.1 million and $688,000 for the nine months ended September 30, 2008 and 2009, respectively.
Revenue by geographical region follows (in thousands):
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2008 | 2009 | 2008 | 2009 | |||||||||||||
North America |
$ | 25,187 | $ | 27,737 | $ | 70,928 | $ | 81,120 | ||||||||
Europe |
8,082 | 7,441 | 25,024 | 20,713 | ||||||||||||
Asia Pacific |
2,968 | 3,553 | 8,404 | 9,275 | ||||||||||||
$ | 36,237 | $ | 38,731 | $ | 104,356 | $ | 111,108 | |||||||||
(3) Revenue Recognition
The Company earns its revenues from the delivery of software, hosting, and support services,
and from the delivery of professional services. Software, hosting and support services are sold
under subscription arrangements and, to a lesser extent, license arrangements. Hosting and support
services involve the remote management of the software, technical assistance, and unspecified
product upgrades and enhancements on a when and if available basis. Professional services include
consulting, training and development services.
The Company recognizes revenue for subscriptions and licenses when all of the following
criteria are met: a) the Company has entered into a legally binding agreement with the customer; b)
the software has been made available or delivered to the customer; c) the Companys fee for
providing the software and services is fixed or determinable; and d) collection of the Companys
fee is probable.
Subscriptions include access to the Companys software through its hosting services, technical
support, and product upgrades when and if available, all for a bundled fee. The Company accounts
for subscriptions in accordance with Financial Accounting Standards Board (FASB) Accounting
Standards Codification, Topic 605-25, Multiple-Element Arrangements. Under Topic 605-25, value is
allocated to each deliverable of an arrangement using prices established when the elements are sold
stand-alone. Stand-alone sales are evidenced by subscription renewals and by rates charged for
consulting, education, and development services in stand-alone transactions. The arrangement fee is
then allocated to the individual elements based on their relative fair values. Revenue for
subscriptions are recognized ratably over the contractual period and professional services are
recognized as performed provided the above criteria have been met.
Under the Companys subscription contracts, the Company applies Topic 605-25 to its
subscriptions rather than Industry Topic 985, Software because the customer does not have the right
to take possession of the software without incurring a significant incremental penalty. As such,
these arrangements are considered service contracts and are not within the scope of Industry Topic
985.
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The Companys revenue also is, to a lesser extent, earned under license arrangements. Revenue
under these arrangements is recognized pursuant to the requirements of Industry Topic 985.
Licenses generally include the same elements as subscriptions, plus the right to take possession of
the software for no additional fee and are sold for a period of time (a term license) or
perpetually. Term contracts are non-cancelable, and generally cover a period of two years, but can
range from a period of six months to five years. For term contracts, the Company treats the
software license, hosting and support services as a single element for purposes of allocating
revenue. The Company has established vendor specific objective evidence of fair value for the term
license bundle based on stand-alone sales of the bundled items. When sold with professional
services, revenue is allocated between the software license, hosting and support element and the
professional services element using the relative fair value method. Revenue for the term license
element is recognized ratably over the period of the arrangement and revenue for professional
services in these arrangements is recognized as performed.
Sales of perpetual software licenses include hosting and support services for a period of
time, typically one year. The Company has established vendor specific objective evidence for the
combined element of hosting and support elements of perpetual license sales, based on the prices
charged when sold separately. Accordingly, revenue for the perpetual software license element is
determined using the residual method and is recognized upon delivery. Revenue for the hosting and
support elements is recognized ratably over the contractual time period.
The Companys policy is to record revenue net of any applicable sales, use or excise taxes.
If an arrangement includes a right of acceptance or a right to cancel, revenue is recognized
when acceptance is received or the right to cancel has expired. If the fee for the license has any
payment term that is due in excess of the Companys normal payment terms (over 90 days), the fee is
not considered fixed or determinable, and the amount of revenue recognized (a) for perpetual
license arrangements is limited to the amount currently due from the customer, or (b) for term
license or subscription arrangements is limited to the lesser of the amount currently due from the
customer or a ratable portion of the total unallocated arrangement fee.
Certain customers have license agreements that provide for usage fees above fixed minimums.
Usage of the Companys software requires additional fees if used by more than a specified number of
users or for more than a specified number of interactions. Fixed minimums are recognized as revenue
ratably over the term of the arrangement. Usage fees above fixed minimums are recognized as revenue
when such amounts are known and billed.
Separate contracts with the same customer that are entered into at or near the same time are
generally presumed to have been negotiated together and are combined and accounted for as a single
arrangement.
Professional services revenue is recognized as performed, based on hours incurred, unless sold
in conjunction with a term license or subscription where objective and reliable evidence (including
vendor specific objective evidence) for the term or subscription element does not exist, in which
case professional services revenue is recognized ratably over the contractual period. The Company
has determined that the professional service elements of its software arrangements are not
essential to the functionality of the software. The Company has also determined that its
professional services (a) are available from other vendors, (b) do not involve a significant degree
of risk or unique acceptance criteria, and (c) are not required for the customer to use the
software.
(4) Sales Commissions
Sales incentives paid for subscriptions are deferred and charged to expense in proportion to
the revenue recognized. Sales incentives paid for licenses and professional services are expensed
when earned, which is typically at the time the related sale is invoiced. Sales incentive expense
was $2.8 million and $4.0 million for the three months ended September 30, 2008 and 2009,
respectively. Sales incentive expense was $9.8 million and $10.2 million for the nine months ended
September 30, 2008 and 2009, respectively. Deferred commissions were $8.2 million and $8.7 million
at December 31, 2008 and September 30, 2009, respectively.
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(5) Net Income (Loss) Per Share
A reconciliation of the denominator used in the calculation of basic and diluted net income
(loss) per share is as follows (in thousands):
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2008 | 2009 | 2008 | 2009 | |||||||||||||
Weighted average common
shares outstanding for basic
net income (loss) per share |
33,640 | 31,733 | 33,585 | 31,731 | ||||||||||||
Effect of dilutive securities: |
||||||||||||||||
Employee stock options |
| 691 | | 518 | ||||||||||||
Weighted average shares
outstanding for dilutive net
income (loss) per share |
33,640 | 32,424 | 33,585 | 32,249 | ||||||||||||
The following common stock equivalents were excluded from the computation of diluted earnings per
share because their impact was anti-dilutive (in thousands):
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2008 | 2009 | 2008 | 2009 | |||||||||||||
Employee stock options |
4,559 | 5,393 | 4,559 | 5,566 |
(6) Comprehensive Income (Loss)
Comprehensive income (loss) for the comparative periods was as follows (in thousands):
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2008 | 2009 | 2008 | 2009 | |||||||||||||
Net income (loss) |
$ | (1,447 | ) | $ | 1,965 | $ | (7,975 | ) | $ | 3,264 | ||||||
Other comprehensive income (loss): |
||||||||||||||||
Unrealized gain (loss) on short-term investments |
(227 | ) | (36 | ) | (201 | ) | 158 | |||||||||
Unrealized gain (loss) on long-term investments |
35 | | (390 | ) | | |||||||||||
Foreign currency translation adjustments |
785 | 171 | 690 | (679 | ) | |||||||||||
Comprehensive income (loss) |
$ | (854 | ) | $ | 2,100 | $ | (7,876 | ) | $ | 2,743 | ||||||
(7) Fair Value
Effective January 1, 2008, the Company adopted the provisions of FASB Accounting Standards
Codification, Topic 820, Fair Value Measurements and Disclosures. Topic 820 establishes a
framework for measuring fair value in GAAP, and enhances disclosures about fair value measurements.
Fair value is defined under Topic 820 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.
Valuation techniques used to measure fair value under Topic 820 must maximize the use of observable
inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy
based on three levels of inputs, of which the first two are considered observable and the last
unobservable, that may be used to measure fair value, which are the following:
| Level 1 Quoted prices in active markets for identical assets or liabilities. | ||
| Level 2 Inputs other than Level 1 that are observable, either directly or indirectly, 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. As a result of recent market conditions, the Company holds financial instruments for which limited or no observable market data is available. These fair value measurements are based primarily upon our own estimates and |
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are often calculated based on current pricing policy, the current economic and competitive environment, the characteristics of the instrument, credit, interest, and other such factors. Therefore, the results cannot be determined with precision, cannot be substantiated by comparison to quoted prices in active markets, and may not be realized in a current sale or immediate settlement of the asset. Additionally, there are inherent uncertainties in any fair value measurement technique, and changes in the underlying assumptions used, including discount rates, liquidity risks, and estimates of future cash flows, could significantly affect the fair value measurement amounts. |
The following table represents the Companys fair value hierarchy for its financial assets
(cash equivalents and investments) measured at fair value on a recurring basis as of September 30,
2009 (in thousands):
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Cash |
$ | 22,449 | $ | | $ | | $ | 22,449 | ||||||||
Money Market funds |
9,443 | | | 9,443 | ||||||||||||
Commercial paper |
| 5,598 | | 5,598 | ||||||||||||
Certificates of deposit |
1,234 | | | 1,234 | ||||||||||||
Corporate notes and bonds |
| 2,046 | | 2,046 | ||||||||||||
U.S. Government agency securities |
| 45,462 | | 45,462 | ||||||||||||
State and Municipal securities |
| 2,394 | | 2,394 | ||||||||||||
Auction rate federally insured student loan bonds |
| | 4,055 | 4,055 | ||||||||||||
Auction rate
security put option |
| | 341 | 341 | ||||||||||||
Total |
$ | 33,126 | $ | 55,500 | $ | 4,396 | $ | 93,022 | ||||||||
The following table illustrates the activity of level 3 assets from December 31, 2008 to
September 30, 2009 (in thousands):
Sept. 30, 2009 | ||||
Fair value at December 31, 2008 |
$ | 4,963 | ||
Unrealized gain adjustmentARS |
428 | |||
Unrealized loss adjustmentput option |
(397 | ) | ||
Redemption of auction rate preferred stocks |
(598 | ) | ||
Fair value at September 30, 2009 |
$ | 4,396 | ||
As of September 30, 2009, assets characterized as level 3 for fair value purposes consisted
of approximately $4.4 million in par value auction rate federally insured student loan bonds with
investment grades of AAA or AA.
Auction rate securities (ARS) are long-term bonds or preferred stocks that act like
short-term debt, where interest rates reset in Dutch auctions held daily, weekly, or monthly and
have historically provided liquidity for these investments. Despite the long-term contractual
maturities of the underlying securities, all of these securities were considered available for sale
and were available to fund the Companys current operations as of December 31, 2007. Since February
2008, uncertainties in the credit markets caused substantially all auctions of these securities
held by the Company to be unsuccessful. An unsuccessful auction is an event when there are fewer
securities bid for than are available for sale. Upon an unsuccessful auction, the interest rate is
reset at a predetermined rate. Given that substantially all of the auctions had been unsuccessful
since February 2008, the Company classified the investments as long-term at December 31, 2008.
During the fourth quarter of 2008, the Company executed a settlement agreement with its broker
to redeem the ARS held by it at par commencing June 2010 through July 2012 (redemption period).
By accepting the terms of the settlement, the Company (1) received the non-transferable right (put
option) to sell its ARS at par value to the broker commencing June 2010 through July 2012, and (2)
gave the broker the right to purchase the ARS from the Company at any time after the executed
settlement agreement date as long as the Company receive par value. The Company expects to sell the
ARS under the put option, and as the put option is available within the next twelve months, the
Company has reclassified the investment from long-term at December 31, 2008 to short-term at
September 30, 2009. However, if the put option is not exercised during or before July 2012, it will
expire and the broker will have no further rights or obligation to buy the ARS. Redemption of these
investments may be subject to brokerage house default. Furthermore, the brokers obligations under
the put option are not secured by its assets and do not require the broker to obtain any financing
to support its performance obligations under the put option. The broker has disclaimed any
assurance that it will have sufficient financial resources to satisfy its obligations under the put
option. The agreement covers $4.4 million par value (fair value of $4.1 million) of the ARS held by
the Company as of September 30, 2009. The Company considers the put option to be a freestanding
financial instrument and it has been accounted for separately from the ARS. The Company believes
the put option does not meet the definition of a
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derivative under Topic 815, Derivatives and Hedging, as the put option is non-transferable and
not considered by the Company to be readily convertible into cash. The Company also believes that,
since the put option does not qualify as a derivative, it is not within the scope of Topic 320,
Investments-Debt and Equity Securities. During the fourth quarter of 2008, the Company elected the
fair value option to account for the put option pursuant to Topic 825, Financial Instruments, and
as such, changes in fair value are recorded through the statement of operations each reporting
period. During the nine months ended September 30, 2009, the Company recorded an unrealized loss on
the put option of $397,000, recorded in other income, net. The fair value of the instrument is
recorded as an asset of $341,000 on the Companys balance sheet in short-term investments as of
September 30, 2009.
Simultaneously, during the fourth quarter of 2008, the Company made an election under Topic
320, Investments-Debt and Equity Securities, to transfer its ARS from available-for-sale to trading
securities. The transfer to trading securities reflects the Companys intent to exercise the put
option during the redemption period. Prior to entering into the settlement agreement, the Companys
intent was to hold the ARS until the market recovered. At the time of the transfer, the unrealized
loss on the ARS for the first three quarters of 2008 of $390,000 included in accumulated other
comprehensive income (loss) was immediately recognized in earnings, as a component of other income,
net. During the fourth quarter of 2008, the Company recognized an additional decline in fair value
of $385,000, included in other expense, net for a total unrealized loss of $775,000 for the year
ended December 31, 2008. During the nine months ended September 30, 2009, the Company recognized an
increase in fair value for a total unrealized gain of $428,000, included in other income, net.
The Company estimated the fair value of our ARS and put option using a discounted cash flow
model where it considered assumed risk premiums and assumed work out periods. The amount derived
through the discounted cash flow model was generally consistent with the ARS fair value indicated
by the broker statement at September 30, 2009. The broker statement did not provide a fair value
assessment of the put option at September 30, 2009.
To date, the Company has collected all interest payments on all of the auction rate securities
when due. If the auction rate securities continue to experience unsuccessful auctions, if the
credit rating of the auction rate securities deteriorates, or if the brokerage houses declare
redemption default, the Company may not recover the par value of its investment. While the recent
auction failures will limit the Companys ability to liquidate the remainder of these investments
for some period of time, the Company does not believe the auction failures will materially impact
its ability to fund its working capital needs, capital expenditures, or other business
requirements. The Company will continue to monitor the state of the credit markets and its
potential impact, if any, on the fair value and classification of its portfolio of auction rate
securities.
(8) Stock-Based Compensation
The Company accounts for its stock-based compensation plans in accordance with FASB Accounting
Standards Codification, Topic 718, Compensation-Stock Compensation. Under Topic 718, stock-based
compensation costs are recognized based on the estimated fair value at the grant date for all
stock-based awards. The Company estimates grant date fair values using the Black-Scholes-Merton
option pricing model, which requires assumptions of the life of the award and the stock price
volatility over the term of the award. The Company records compensation cost of stock-based awards
using the straight line method, which is recorded into earnings over the vesting period of the
award.
The following table illustrates the stock-based compensation expense resulting from
stock-based awards included in the condensed consolidated statement of operations (amounts in
thousands):
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
Stock-based compensation expense: | 2008 | 2009 | 2008 | 2009 | ||||||||||||
Cost of software, hosting and support |
$ | 87 | $ | 120 | $ | 243 | $ | 358 | ||||||||
Cost of professional services |
158 | 138 | 476 | 480 | ||||||||||||
Sales and marketing expenses |
738 | 761 | 1,871 | 2,335 | ||||||||||||
Research and development expenses |
252 | 285 | 729 | 924 | ||||||||||||
General and administrative expenses |
297 | 548 | 1,376 | 2,007 | ||||||||||||
Stock-based compensation expense |
$ | 1,532 | $ | 1,852 | $ | 4,695 | $ | 6,104 |
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No
stock-based compensation was capitalized during the nine months ended
September 30, 2008 and an insignificant amount was capitalized during the nine months
ended September 30, 2009.
Unrecognized compensation expense of outstanding stock options at September 30, 2009 was
approximately $12.8 million, which is expected to be recognized over a weighted average period of
2.8 years.
Information regarding the fair value of stock options granted, and the weighted-average
assumptions used to obtain the fair values, for the respective periods follows:
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2008 | 2009 | 2008 | 2009 | |||||||||||||
Fair value per share |
$ | 6.57 | $ | 6.60 | $ | 5.62 | $ | 4.66 | ||||||||
Risk free rate |
2.78 | % | 2.21 | % | 2.69 | % | 1.71 | % | ||||||||
Expected term |
4.3 yrs | 4.4 yrs | 4.5 yrs | 4.4 yrs | ||||||||||||
Volatility |
54 | % | 66 | % | 55 | % | 67 | % | ||||||||
Dividend yield |
0 | % | 0 | % | 0 | % | 0 | % |
Key assumptions used to estimate the fair value of stock awards are as follows:
Risk Free Rate: The risk-free rate is determined by reference to the U.S. Treasury yield curve
in effect at or near the time of grant for the expected term of the award.
Expected Term : The expected term represents the period that the Companys stock-based awards
are expected to be outstanding and is determined based on historical experience of similar awards,
giving consideration to the contractual term of the awards, vesting schedules and expectations of
employee exercise behavior.
Volatility: The Companys estimate of expected volatility is based on the historical
volatility of the Companys common stock over the expected life of the options as this represents
the Companys best estimate of future volatility.
Dividend Yield: The dividend yield assumption is based on the Companys history and
expectation of dividend payouts.
Activity under the Companys stock option plans for the nine months ended September 30, 2009
was as follows (option shares in thousands):
Weighted | Weighted | |||||||||||||||||||
average | Aggregate | average | ||||||||||||||||||
Shares | exercise | intrinsic | remaining | |||||||||||||||||
available | Outstanding | price per | value (in | contractual | ||||||||||||||||
for grant | options | share | thousands) | life (in years) | ||||||||||||||||
Balance at December 31, 2008 |
3,610 | 4,428 | $ | 11.81 | 6.8 | |||||||||||||||
Annual reserve addition (1) |
1,000 | | | |||||||||||||||||
Granted (2) |
(2,052 | ) | 2,028 | 8.74 | ||||||||||||||||
Exercised |
| (132 | ) | 1.98 | ||||||||||||||||
Forfeited, expired, exchanged or canceled (3) |
211 | (240 | ) | 13.82 | ||||||||||||||||
Balance at September 30, 2009 |
2,769 | 6,084 | $ | 10.92 | $ | 24,687 | 7.4 | |||||||||||||
Vested or expected to vest at September 30, 2009 |
5,742 | $ | 10.99 | $ | 23,051 | 7.3 | ||||||||||||||
Exercisable at September 30, 2009 |
3,208 | $ | 11.16 | $ | 12,933 | 6.2 | ||||||||||||||
(1) | The 2004 Equity Incentive Plan provides for an automatic, annual increase on the first of each year in an amount equal to the lesser of: a) 1,000,000 shares; b) 4% of the number of outstanding common shares on the last day of the previous fiscal year; or c) such lesser amount as determined by the board of directors. The annual automatic increase has been approved by shareholders through December 31, 2014. | |
(2) | On September 16, 2009, the Company granted 24,180 restricted stock units to certain employees at a fair value of $12.20 per share. The shares were granted from the 2004 Equity Incentive Plan. | |
(3) | Shares forfeited, expired, exchanged or canceled under the 1998 Long-Term Equity Incentive and Stock Option Plan are not available for re-grant under the 2004 Equity Incentive Plan. |
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The total intrinsic value of options exercised during the nine months ended September 30, 2008
and 2009 was $1.6 million and $888,000, respectively.
(9) Commitments and Contingencies
Warranties and Indemnification
The Companys on demand application service is typically warranted to perform in accordance
with its user documentation.
The Companys arrangements generally include certain provisions for indemnifying customers
against liabilities if its products or services infringe a third-partys intellectual property
rights. To date, the Company has not incurred any material costs as a result of such
indemnifications and has not accrued any liabilities related to such obligations in the
accompanying consolidated financial statements.
The Company has entered into service level agreements with a number of its customers
warranting certain levels of uptime reliability and permitting those customers to receive credits
or terminate their license agreements in the event that the Company fails to meet those levels. To
date, the Company has not provided any material credits, or cancelled any agreements related to
these service level agreements.
The Company has also agreed to indemnify its directors and executive officers for costs
associated with any fees, expenses, judgments, fines and settlement amounts incurred by any of
these persons in any action or proceeding to which any of those persons is, or is threatened to be,
made a party by reason of the persons service as a director or officer, including any action by
the Company, arising out of that persons services as the Companys director or officer or that
persons services provided to any other company or enterprise at the Companys request.
Litigation
From time to time, the Company is involved in legal proceedings arising in the normal course
of business. The Company believes that the resolution of these matters will not have a material
effect on the Companys consolidated financial position, results of operations or liquidity.
(10) Income Taxes
The provision for income taxes of $218,000, and $460,000 in the three and nine months ended
September 30, 2009, respectively, consists primarily of state taxes and foreign taxes withheld. Our
effective tax rate differs from the federal statutory rate primarily due to the utilization of net
operating loss carryforwards, foreign rate differentials, and non-deductible meal and entertainment
expenses. As of December 31, 2008 and September 30, 2009, the Company had an insignificant amount
of unrecognized tax benefits, none of which would materially affect its effective tax rate if
recognized. The Company does not expect that the amount of unrecognized tax benefits will
significantly increase or decrease within the next twelve months. The Companys policy is to
recognize interest and penalties on unrecognized tax benefits as interest expense and other
expense, respectively, in its Consolidated Statements of Operations. The amount of interest and
penalties for the nine months ended September 30, 2009 was insignificant. Tax years beginning in
2005 are subject to examination by taxing authorities, although net operating loss and credit carry
forwards from all years are subject to examinations and adjustments for at least three years
following the year in which the attributes are used. The jurisdictions which could be subject to
examination include the U.S., Montana, Illinois, California, Massachusetts, New York, United
Kingdom, Germany, Australia, Japan, Canada and the Netherlands.
(11) Fair Value of Financial Instruments
The carrying amounts of cash and cash equivalents, accounts receivable, term receivables,
accounts payable, and debt approximated their fair values at September 30, 2009 and at December 31,
2008. The reason these financial instruments approximated fair values are as follows:
Account receivable and term receivablescurrent: The carrying amount approximated fair value
at the respective dates due to the relative short maturities of these items.
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Accounts payablecurrent: The carrying amount approximated fair value at the respective dates
due to the short duration the accounts payable is outstanding.
Term receivablesnoncurrent: The carrying amount approximated fair value at the respective
dates due to the low rate of interest for the period of time the items are expected to be
outstanding.
Debt: The carrying amount approximated fair value at the respective dates due to the low rate
of interest for the period of time the items are expected to be outstanding.
(12) Acquisition
On September 15, 2009, the Company acquired the outstanding common and preferred stock of
HiveLive, Inc. (HiveLive), for $5.9 million in net cash paid at closing. HiveLive is an
enterprise-class social platform provider with an innovative platform for customer support,
engagement and loyalty, and ideation communities to help organizations maximize opportunities to
deliver great customer experiences. The acquisition is being accounted for under the purchase
method of accounting and, accordingly, the results of HiveLive are included in the condensed
consolidated financial statements since the acquisition date.
The Company has allocated the purchase price to the HiveLive assets acquired and liabilities
assumed at estimated fair values, after considering a number of factors. The purchase price, and
purchase price allocation are as follows (amounts in thousands):
Cash consideration |
$ | 5,906 | ||
Total purchase price |
$ | 5,906 | ||
Purchase price allocation: |
||||
Net assets assumed |
$ | 189 | ||
Intangible assets |
5,717 | |||
Total purchase price |
$ | 5,906 | ||
The purchase price and allocation are subject to revision; subsequent revisions, if any,
are not expected to be material. Potential revisions may arise from the finalization of accrued
liabilities.
The components of the intangible assets listed in the above table as of the acquisition date
are as follows (amounts in thousands):
Goodwill |
$ | 3,617 | ||
Developed technology |
1,800 | |||
Customer relationships |
200 | |||
Trade name and trademarks |
100 | |||
Intangible assets |
$ | 5,717 | ||
The excess of the purchase price over the estimated fair value of the net assets acquired
of $3.6 million has been recorded as goodwill, which is deemed to have an indefinite useful life
and, accordingly, will not be amortized, but will be subject to periodic impairment testing in
future periods. The acquisition is expected to allow RightNow to offer the broadest social CRM
solution in the marketplace, which resulted in the recorded goodwill. The developed technology and
customer relationships intangible assets will be amortized over a period of four years, using the
straight-line method. The trade name and trademarks will be amortized over a period of two years
using the straight-line method. None of the goodwill is expected to be deductible for tax
purposes.
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Pro forma results of operations, assuming the above acquisition occurred as of January 1,
2008, were as follows (in thousands, except per share amounts):
Three months ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2008 | 2009 | 2008 | 2009 | |||||||||||||
Total Revenues |
$ | 36,309 | $ | 38,915 | $ | 104,624 | $ | 111,858 | ||||||||
Net income (loss) |
(2,812 | ) | 1,072 | (10,876 | ) | 97 |
The amounts of revenue and earnings of HiveLive since the acquisition date are included
in the consolidated statement of operations for the three and nine month period ended September 30,
2009. The Company recognized revenue from HiveLive of $28,000 and incurred a net loss of $191,000
since the date of the acquisition through September 30, 2009.
(13) Subsequent Events
The Company accounts for its subsequent events in accordance with FASB Accounting Standards
Codification, Topic 855, Subsequent Events. Under Topic 855, an entity must disclose the date
through which subsequent events have been evaluated, as well as whether that date is the date the
financial statements were issued or the date the financial statements were available to be issued.
The Company evaluated subsequent events through November 6, 2009, which was commensurate with the
date the financial statements were issued.
On October 16, 2009, RightNow entered into a General Release and Settlement Agreement with
Kana Software, Inc. (KANA) and four former employees of RightNow to settle a lawsuit that was
filed by RightNow alleging violations by KANA and the four former employees of RightNow of certain
provisions of employment agreements, misappropriation of trade secrets, as well as other claims. In
the General Release and Settlement Agreement, KANA agreed that it will pay a total of $1,000,000 to
RightNow with $100,000 due within ten days of executing the General Release and Settlement
Agreement and the remainder due over nine consecutive quarters beginning with the quarter
commencing January 1, 2010. KANA provided RightNow with a subordinated security interest in its
assets to secure the amounts payable to RightNow. There is an acceleration clause requiring the
entire $1,000,000 to be due and payable immediately upon certain changes of control of KANA. Under
the General Release and Settlement Agreement, the parties dismissed the lawsuit with prejudice, and
all parties received executed mutual releases. RightNow will record the gain on settlement of this
litigation in other income as the cash payments are received due to concerns surrounding the
collectability of such amounts.
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
In this report, the terms RightNow Technologies, RightNow, Company, we, us and our
refer to RightNow Technologies, Inc. and its subsidiaries.
Cautionary Statement
All statements included or incorporated by reference in this report, other than statements or
characterizations of historical fact, are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on our
current expectations, estimates and projections about our industry, managements beliefs, and
certain assumptions made by us, all of which are subject to change. Forward-looking statements can
often be identified by words such as anticipates, expects, intends, plans, predicts,
believes, seeks, estimates, may, will, should, would, could, potential,
continue, ongoing, similar expressions, and variations or negatives of these words, and
include, but are not limited to, statements regarding projected results of operations, managements
future strategic plans, market acceptance and performance of our products, our ability to retain
and hire key executives, sales and technical personnel and other employees in the numbers, with the
capabilities, and at the compensation levels needed to implement our business and product plans,
the competitive nature of and anticipated growth in our markets, our accounting estimates, and
assumptions and judgments. These forward-looking statements are not guarantees of future results
and are subject to risks, uncertainties and assumptions that are difficult to predict and that
could cause our actual results to differ materially and adversely from those expressed in any
forward-looking statement. The risks and uncertainties referred to above include, but are not
limited to, general economic conditions; fluctuations in foreign currency
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exchange; our business model; our ability to develop or acquire and gain market acceptance for new products
and enhancements to existing products in a cost-effective and timely manner; the success of our
efforts to integrate HiveLives people and processes, following our recent acquisition of that
Company; the risk of asset impairment associated with the acquisition of HiveLive; the gain or loss
of key customers; competitive pressures and other similar factors such as the availability and
pricing of competing products and technologies and the resulting effects on sales and pricing of
our products; our ability to expand operations, manage expenses and grow profitability; the rate at
which our present and future customers adopt our existing and future products and services;
fluctuations in our operating results including our revenue mix and our rate of growth;
interruptions or delays in our hosting operations; breaches of our security measures; our ability
to protect our intellectual property from infringement, and to avoid infringing on the intellectual
property rights of third parties; the credit markets and potential impact on the recoverability of
our portfolio of auction rate securities; our ability to sell auction rate securities under a put
option with our broker, any unanticipated ambiguities in fair value accounting standards;
fluctuations in our operating results from the impact of stock-based compensation expense; our
ability to manage and expand our partner relationships; our ability to hire, retain and motivate
our employees and manage our growth; the impact of potential acquisitions, if any; and various
other factors, some of which are described under the section below entitled Risk Factors, in Item
1A of this report. These forward-looking statements speak only as of the date of this report. We
undertake no obligation to revise or update publicly any forward-looking statement for any reason,
except as otherwise required by law.
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Overview
RightNow Technologies (we, us, our, the Company or RightNow) provides on demand
customer relationship management (CRM) software and services that help consumer-centric
organizations improve customer experiences, while reducing costs. In todays competitive business
environment, we believe providing superior customer experiences can be a powerful way for companies
to drive sustainable differentiation. RightNows technology enables an organizations service,
marketing and sales personnel to leverage a common application platform to deliver service, to
market and to sell through phone, email, web, chat, and social interactions. Additionally, through
our on demand delivery approach, or software-as-a-service (SaaS), we are able to eliminate much
of the complexity associated with traditional on premise solutions, to implement rapidly, and to
price our solutions at a level that results in a lower cost of ownership compared to on premise
solutions. Our value-added services, including business process optimization and lifetime product
tune-ups, are directed toward improving our customers efficiency, increasing user adoption and
assisting our customers to maximize the return on their investment. Approximately 1,900
corporations and government agencies worldwide depend on RightNow to help achieve their strategic
objectives and better meet the needs of those they serve.
We released our initial version of RightNow Service in 1997. This product addressed the new
customer service needs resulting from the increasing use of the Internet as a customer service
channel. Since then, we have significantly enhanced product features and functionality to address
customer service needs across multiple communication channels, including web, interactive voice,
email, chat, telephone, proactive outbound email communications, and social interactions. We have
also added several products that are complementary to our RightNow Service solution, including
RightNow Marketing , RightNow Sales , RightNow Feedback and RightNow Cloud Monitor, which
automate aspects of marketing campaigns, sales operations, and customer monitoring. In February
2007, we initiated a quarterly release cycle which allows us to deliver new product capabilities to
customers every three months. The latest of our quarterly releases, RightNow August 09, includes
such capabilities as Section 508 compliant customer portal, contextual workspaces, agent scripting,
guided assistance, and desktop workflow. Additionally, during the
third quarter of 2009, we acquired HiveLive, Inc., an
enterprise-class social platform provider with an innovative
platform for customer support, engagement and loyalty, and ideation
communities to help organizations maximize opportunities to deliver great customer experiences. The acquisition is expected to allow us to offer the broadest social CRM solution in the market place.
To date, approximately 87% to 90% of our software, hosting
and support sales has been generated by the RightNow Service suite. Our products served more than
1.8 billion customer interactions, or unique sessions hosted by our solutions, during the nine
months ended September 30, 2009. We distribute our solutions primarily through direct sales efforts
and to a lesser extent through indirect channels.
Sources of Revenue
Our revenue is comprised of fees for software, hosting and support, and fees for professional
services.
Software, hosting and support revenue includes fees earned under subscriptions and software
license arrangements. Subscription arrangements include a bundled fee to access the software and
data through our hosting services, and support services. Subscription revenue is recorded ratably
over the length of the agreement. Our hosting services provide remote management and maintenance of
our software and customers data which is physically located in third party facilities. Customers
access hosted software and data through a secure Internet connection. Support services include
technical assistance for our software products and unspecified product upgrades and enhancements on
a when and if available basis.
License arrangements can be over time (a term license) or perpetual. For term licenses,
software, hosting and support revenue is recognized ratably over the length of the agreement.
Perpetual license revenue is generally recorded in full upon delivery of the license, and the
hosting and support elements are recognized ratably over the contractual period.
Our sales arrangements generally provide customers with the right to use our software up to a
maximum number of users or transactions. A number of our arrangements provide for additional fees
for usage above the maximum, which are billed and recognized into revenue when determinable and
earned.
Professional services revenue is comprised of revenue from consulting, education, development
services, and reimbursement of related travel costs. Consulting and education services include
implementation and best practices consulting. Development services include customizations and
integrations for a clients specific business application. Professional services revenue decreased
from 28% of total revenue in the quarter ended September 30, 2008 to 23% of total revenue in the
quarter ended September 30, 2009.
Professional services are typically sold with initial sales arrangements and then periodically
over the client engagement. Our typical education courses are billed on a per person, per class
basis.
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Depending on the size and complexity of the client project, our consulting or development
services contracts are either fixed price/fixed scope or, more frequently, billed on a time and
materials basis. We have determined that the professional services element of our software and
subscription arrangements is not essential to the functionality of the software.
Cost of Revenue and Operating Expenses
Cost of Revenue. Cost of revenue consists primarily of salaries and related expenses (such as
employee benefits and payroll taxes) for our hosting, support and professional services
organizations, third-party costs and equipment depreciation relating to our hosting services,
third-party costs for voice enabled CRM applications, travel expenses related to providing
professional services to our clients, amortization of acquired intangible assets and allocated
overhead. We allocate most overhead expenses, such as office supplies, computer supplies,
utilities, rent, and depreciation for furniture and equipment, based on headcount. As a result,
overhead expenses are reflected in each cost of revenue and operating expense category.
Sales and Marketing Expenses. Sales and marketing expenses consist primarily of salaries and
related expenses for employees in sales and marketing, including commissions and bonuses,
advertising, marketing events, corporate communications, product management expenses, travel costs
and allocated overhead. For subscription arrangements, we expense the related sales commission in
proportion to the revenue recognized. We expense our sales commissions on license and professional
service arrangements when earned, which is typically at the time the related sale is invoiced to
the client.
Research and Development Expenses. Research and development expenses consist primarily of
salary and related expenses for development personnel and costs related to the development of new
products, enhancement of existing products, translation fees, quality assurance, testing and
allocated overhead. To date, we have not capitalized any software development costs to be sold,
leased, or otherwise marketed, because the timing of the commercial releases of our products has
substantially coincided with the attainment of technological feasibility. During the third quarter,
we capitalized approximately $150,000 of cost of internally developed computer software to be sold
as a service, which were incurred during the application development stage. As a result, the
majority of research and development costs have been expensed as incurred.
General and Administrative Expenses. General and administrative expenses consist primarily of
salary and related expenses for management, finance and accounting, legal, information systems and
human resources personnel, professional fees, other corporate expenses and allocated overhead.
Critical Accounting Policies and Estimates
Our financial statements and accompanying notes are prepared in accordance with accounting
principles generally accepted in the United States. Preparing financial statements requires
management to make estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues and expenses and disclosures of contingent assets and liabilities. Management
evaluates these estimates on an on-going basis using historical experience and other factors,
including the current economic environment, and management believes these estimates to be
reasonable under the circumstances. Estimates and assumptions are adjusted when facts and
circumstances dictate. Illiquid credit markets, volatile equity markets, foreign currency
fluctuations, and declines in consumer spending have combined to increase the uncertainty inherent
in such estimates and assumptions. These assumptions are affected by managements application of
accounting policies. Our critical accounting policies include revenue recognition, valuation of
receivables and deferred tax assets, and accounting for share-based compensation. Significant items
subject to such estimates and assumptions include: elements comprising our software, hosting and
support sales arrangements and whether the elements have stand-alone and/or fair value; whether the
fees charged for our products and services are fixed or determinable; the carrying amount of
property and equipment and intangible assets; estimates regarding the recoverability and respective
fair value of auction-rate securities and all other investments; valuation allowances for
receivables and deferred income tax assets; and estimates of expected term and volatility in
determining stock-based compensation expense. As future events and their effects cannot be
determined with precision, actual results could differ significantly from those estimates.
Revenue Recognition
We sell substantially all products under subscription arrangements (subscriptions). For a
bundled fee, subscriptions provide the customer with access to the software and data over the
Internet, or on demand, and provide technical support services and software upgrades when and if
available. Under subscriptions, customers do not have the right to take possession of the software
and these arrangements are considered service contracts which are outside the scope of Industry
Topic 985, Software. Accordingly, we account
for sales of subscriptions under Topic 605, Revenue Recognition. We recognize subscription
revenue ratably over the length of the agreement and professional services are recognized as
incurred based on their relative fair values, in accordance with Topic 605-25.
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To a lesser extent, we sell products under software license arrangements (licenses) and
account for them in accordance with Industry Topic 985, Software. Licenses generally include
multiple elements that are delivered up front or over time. For example, under a term license, we
deliver the software up front and provide hosting and support services over time. Fair value for
each element in a license does not exist since none are sold separately, and consequently, the
bundled revenue is recognized ratably over the length of the agreement. Under a perpetual license,
vendor specific objective evidence of fair value of the hosting and support elements is based on
the price charged at renewal when sold separately, and therefore the license element is recognized
immediately into revenue upon delivery using the residual method, and the hosting and support
elements are recognized ratably over the contractual term.
The application of these rules requires judgment, including the identification of individual
elements in multiple element arrangements, whether there is objective and reliable evidence of fair
value, including vendor specific objective evidence (VSOE) of fair value, for some or all
elements. Changes to the elements in our sales arrangements, or our ability to establish VSOE or
fair value for those elements may result in a material change to the amount of revenue recorded in
a given period.
Fees charged for professional services are recognized when delivered. We believe the fees for
professional services qualify for separate accounting because: a) the services have value to the
customer on a stand-alone basis; b) objective and reliable evidence of fair value exists for these
services; and c) performance of the services is considered probable and does not involve unique
customer acceptance criteria.
Our standard payment terms are net 30, although payment within 90 days is considered normal.
We periodically provide extended payment terms and we consider any fees due beyond 90 days to not
be fixed or determinable. In such cases, judgment is required in determining the appropriate timing
of revenue recognition. Changes to our practice of providing extended payment terms or providing
concessions following a sale, may result in a material change to the amount of revenue recorded in
a given period.
Allowance for doubtful accounts
We regularly assess the collectability of outstanding customer invoices and, in so doing, we
maintain an allowance for estimated losses resulting from the non-collection of customer
receivables. In estimating this allowance, we consider factors such as: historical collection
experience; a customers current creditworthiness; customer concentration; age of the receivable
balance; and general economic conditions that may affect a customers ability to pay. Actual
customer collections could differ from our estimates and exceed our related loss allowance.
Income Taxes
We record income taxes under the asset and liability method. Deferred tax assets and
liabilities are recognized for the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply
to taxable income in the years in which those temporary differences are expected to be recovered or
settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized
in income in the period that includes the enactment date. When applicable, a valuation allowance is
established to reduce any deferred tax asset when it is determined that it is more likely than not
that some portion of the deferred tax asset will not be realized.
We have established a valuation allowance equal to our net deferred tax assets due to
uncertainties regarding the realization of our net operating loss carryforwards, tax credits, and
deductible timing differences. The uncertainty of realizing these benefits is based primarily on
our lack of taxable earnings.
Share-Based Compensation
We record share-based payment arrangements in accordance with Topic 718, Compensation-Stock
Compensation. Topic 718 requires the cost of share-based payment arrangements to be recorded in the
statement of operations. Prior to 2006, the estimated cost of share-based payment arrangements was
disclosed in a footnote to the financial statements. Share-based compensation amounts are affected
by our stock price as well as our assumptions regarding the expected volatility of our stock, our
employee stock option exercise forfeitures, and the related income tax effects. Our assumptions are
based primarily on our historical information, some of which was developed when we were a private
company.
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Table of Contents
Recently Issued Accounting Standards
In September 2009, the Financial Accounting Standards Board (FASB) issued Accounting
Standards Update (ASU) 2009-13, Revenue Arrangements with Multiple Deliverables. ASU 2009-13
addresses the criteria for separating consideration in multiple-element arrangements. The
consensus will require companies allocating the overall consideration to each deliverable to use an
estimated selling price of individual deliverables in the arrangement in the absence of
vendor-specific objective evidence or other third-party evidence of the selling price for the
deliverables. The ASU will be applied on a prospective basis for revenue arrangements entered into
or materially modified in fiscal years beginning on or after June 15, 2010, with earlier
application permitted. We are currently in process of evaluating the impact of the ASU and plan to
adopt the standard January 1, 2009.
Results of Operations
The following table sets forth certain consolidated statements of operations data for each of
the periods indicated, expressed as a percentage of total revenue:
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2008 | 2009 | 2008 | 2009 | |||||||||||||
Revenue: |
||||||||||||||||
Software, hosting and support |
72 | % | 77 | % | 73 | % | 75 | % | ||||||||
Professional services |
28 | 23 | 27 | 25 | ||||||||||||
Total revenue |
100 | 100 | 100 | 100 | ||||||||||||
Cost of revenue: |
||||||||||||||||
Software, hosting and support |
15 | 14 | 15 | 14 | ||||||||||||
Professional services |
22 | 16 | 22 | 18 | ||||||||||||
Total cost of revenue |
37 | 30 | 37 | 32 | ||||||||||||
Gross profit |
63 | 70 | 63 | 68 | ||||||||||||
Operating expenses: |
||||||||||||||||
Sales and marketing |
47 | 42 | 49 | 42 | ||||||||||||
Research and development |
13 | 13 | 13 | 13 | ||||||||||||
General and administrative |
9 | 10 | 10 | 11 | ||||||||||||
Total operating expenses |
69 | 65 | 72 | 66 | ||||||||||||
Income (loss) from operations |
(6 | ) | 5 | (9 | ) | 2 | ||||||||||
Interest and other income, net |
2 | 1 | 2 | 1 | ||||||||||||
Income (loss) before income taxes |
(4 | ) | 6 | (7 | ) | 3 | ||||||||||
(Provision) benefit for income taxes |
| (1 | ) | | ( | ) | ||||||||||
Net income (loss) |
(4 | )% | 5 | % | (7 | )% | 3 | % | ||||||||
The following table sets forth our on demand customer interactions and our revenue by type and
geography expressed as a percentage of total revenue for each of the periods indicated.
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2008 | 2009 | 2008 | 2009 | |||||||||||||
Customer interactions (in millions) |
576 | 620 | 1,516 | 1,790 | ||||||||||||
Revenue by type: |
||||||||||||||||
Recurring (subscriptions, term licenses, hosting and support) |
72 | % | 77 | % | 73 | % | 75 | % | ||||||||
Professional services |
28 | 23 | 27 | 25 | ||||||||||||
Revenue by geography in: |
||||||||||||||||
United States |
70 | % | 72 | % | 68 | % | 73 | % | ||||||||
Europe |
22 | 19 | 24 | 19 | ||||||||||||
Asia Pacific |
8 | 9 | 8 | 8 |
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Quarter Overview
Total revenue for the third quarter of 2009 increased 7% over the third quarter of 2008.
Software, hosting and support revenue during the third quarter of 2009 increased 15% compared to
the third quarter of 2008 due to expansion within the current customer base and new customer
acquisitions. Professional services revenue during the third quarter of 2009 decreased 13% from the
third quarter of 2008, due to reduced billable hours associated with the timing of implementation
services, and currency exchange rate impact. The decrease in billable
hours was partially due to a reduction of sub-contractor hours, which were used during the three months ended
September 30, 2008 to assist with completing delivery of professional services backlog.
During the third quarter of 2009, we continued to invest in our operations by adding personnel
and capacity to our hosting and technical support organizations to broaden and enhance our solution
offerings, including adding personnel to support both research and development, and general and
administration efforts. The increase in expenses from these investments was offset by a foreign
currency exchange rate benefit as compared to the third quarter of 2008, and continued expense
management. These factors reduced total expenses in absolute dollars and as a percentage of revenue
during the quarter ended September 30, 2009 compared to the quarter ended September 30, 2008.
Consequently, our operating income (loss) as a percentage of revenue improved to 5% during the
quarter ended September 30, 2009 compared to (6) % during the quarter ended September 30, 2008.
When compared to the third quarter of 2008, our results were impacted by the strength of the
U.S. dollar in the third quarter of 2009 relative to the British pound, Australian dollar, and
Euro. Although we report our actual results in U.S. dollars, we conduct a significant number of
transactions in currencies other than U.S. dollars. Therefore, we discuss constant currency
information to provide a framework for assessing how our underlying business performed excluding
the effect of foreign currency rate fluctuations. Constant currency discussions herein are based on
comparison to currency exchange rates during the prior year. For example, total revenue in the
third quarter of 2009 increased by $2.5 million, or 7% over total revenue reported in the third
quarter of 2008. If currency exchange rates in the third quarter of 2009 had remained constant with
the third quarter 2008, revenue as of September 30, 2009 would have increased by approximately $3.6
million, which is an additional $1.1 million, or a further 3%. In other words, the change in exchange rates
between the third quarter of 2008 and 2009 had an unfavorable impact to revenue of approximately
$1.1 million or 3%. Using the same methodology, the change in exchange rates between the third
quarter of 2008 and 2009 had an unfavorable impact on deferred revenue of $983,000. Expenses
associated with international revenue are primarily paid in local currency, which generally
provides a natural hedge to offset the revenue impact. Total cost of revenue and operating expenses
in the third quarter of 2009 decreased by $1.3 million, or 3% over total cost of revenue and
operating expenses reported in the third quarter of 2008. If currency exchange rates in the third
quarter of 2009 had remained constant with the third quarter 2008, these total expenses as of
September 30, 2009 would have decreased by approximately
$500,000, which is an additional $783,000, or a further 3%.
In other words, the change in exchange rates between the third quarter of 2008 and 2009 had a
favorable impact to these total expenses of approximately $783,000 or 3%. The expenses most
significantly exposed to currency exchange fluctuations are within sales and marketing and
professional services cost of revenue.
For the quarter ended September 30, 2009, we generated $4.9 million of cash from operations
compared to ($1.3) million cash used in operations in the quarter ended September 30, 2008
primarily due to improved collections, timing of new sales collected in quarter, and increased
profitability during the third quarter of 2009 as compared to the third quarter of 2008. Our cash
and investment balances increased to $93.0 million at September 30, 2009 from $90.8 million at
December 31, 2008, primarily due to strong cash collections.
As of September 30, 2009, we had an accumulated deficit of $61.0 million. This deficit and our
historical operating losses were primarily the result of costs incurred in the development, sales
and marketing of our products and for general and administrative purposes.
Three and Nine months ended September 30, 2009 and 2008
Revenue
Three Months Ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||
Percent | Percent | |||||||||||||||||||||||
(Amounts in thousands) | 2008 | 2009 | Change | 2008 | 2009 | Change | ||||||||||||||||||
Software, hosting and support: |
25,956 | 29,754 | 15 | % | 76,085 | 83,223 | 9 | % | ||||||||||||||||
Professional services |
10,281 | 8,977 | (13 | ) | 28,271 | 27,885 | (1 | ) | ||||||||||||||||
Total revenue |
$ | 36,237 | $ | 38,731 | 7 | % | $ | 104,356 | 111,108 | 6 | % | |||||||||||||
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Total revenue for the three months ended September 30, 2009 was $38.7 million, an increase of
$2.5 million, or 7%, over total revenue of $36.2 million for the three months ended September 30,
2008. If currency exchange rates in the third quarter of 2009 had remained constant with the
currency exchange rates in the third quarter of 2008, revenue as of September 30, 2009 would have
increased by approximately $3.6 million, which is an additional $1.1 million, or a further 3%, with the
majority of the currency rate impact within software, hosting and support revenue. Total revenue
for the nine months ended September 30, 2009 was $111.1 million, an increase of $6.8 million, or
6%, over total revenue of $104.4 million for the nine months ended September 30, 2008. If currency
exchange rates in the nine months ended September 30, 2009 had remained constant with the currency
exchange rates in the nine months ended September 30, 2008, revenue during the first nine months in
2009 would have increased by approximately $12 million, which is an additional $5.2 million,
or a further 5%, with the majority of the currency rate impact within software, hosting and support
revenue.
Software, hosting and support revenue comprised of subscriptions, term licenses, hosting,
support and perpetual license revenue for the three months ended September 30, 2009 increased $3.7
million, or 15%, over the comparable 2008 three month period, primarily due to expansion within the
current customer base and new customer acquisitions over the comparable period. We believe our
latest product, RightNow 8, appeals to large customers because of its robust performance
characteristics, which in turn has driven larger average purchase volumes and higher average
selling prices per customer on a trailing twelve month basis. Average revenue within the existing
customer base increased as a result of sales of capacity additions,
contract renewals, and
new products. Customer interactions, a measure of unique customer sessions hosted in our data
centers and customer usage, exceeded 620 million in the quarter ended September 30, 2009 as
compared to 576 million in the quarter ended September 30, 2008.
If currency exchange rates in the third quarter of 2009 had remained constant with the
currency exchange rates in the third quarter of 2008, software, hosting and support revenue in the
third quarter of 2009 would have increased by approximately an additional $778,000, or a further
3%. For the nine months ended September 30, 2009, software, hosting and support revenue increased
$7.1 million, or 9%, from the comparable 2008 period. If currency exchange rates in the nine months
ended September 30, 2009 had remained constant with the currency exchange rates in the nine months
ended September 30, 2008, revenue during the first nine months in 2009 would have increased by
approximately an additional $3.7 million, or a further 5%, within software, hosting and support
revenue.
Professional services revenue decreased $1.3 million, or (13)%, in the quarter ended September
30, 2009 over the comparable 2008 quarter, due to reduced billable hours associated with the timing
of implementation services, and currency exchange rate impact. The decrease in billable
hours was partially due to a reduction of sub-contractor hours, which were used during the three months ended
September 30, 2008 to assist with completing delivery of professional services backlog.
Professional services revenue for the nine months ended September 30, 2009 decreased $386,000, or
1%, over the nine months ended September 30, 2008. Customers generally purchase professional
services with initial subscription or license arrangements, and periodically over the life of the
contract.
The mix of professional services revenue affects our profitability from period-to-period due
to the lower gross profit earned on professional services as compared to the higher gross profit
earned on software, hosting and support revenue. Professional services revenue represented 23% and
28% of total revenue in the three months ended September 30, 2009 and 2008, respectively.
Revenue from European customers decreased to 19% of total revenue in the quarter ended
September 30, 2009 from 22% of total revenue in the quarter ended September 30, 2008, while revenue
from Asia Pacific clients was 9% of total revenue in the quarter ended September 30, 2009 compared
to 8% of total revenue in the quarter ended September 30, 2008. Total revenue outside North America
decreased to represent 28% and 27% of revenue in the three and nine months ended September 30,
2009, respectively, as compared to 30% and 32% for the comparative three month and nine month
periods ended September 30, 2008, respectively, due primarily to a negative currency impact in the
first half of 2009 and growth in North American revenue as compared to the comparable period one
year earlier.
Cost of Revenue
Three Months Ended | Nine Months Ended | |||||||||||||||||||||||
September 30, | September 30, | |||||||||||||||||||||||
Percent | Percent | |||||||||||||||||||||||
(Amounts in thousands) | 2008 | 2009 | Change | 2008 | 2009 | Change | ||||||||||||||||||
Software, hosting and support |
$ | 5,305 | 5,232 | (1 | )% | $ | 15,383 | 15,135 | (2 | )% | ||||||||||||||
Professional services |
8,133 | 6,365 | (22 | ) | 23,228 | 19,719 | (15 | ) | ||||||||||||||||
Total cost of revenue |
13,438 | 11,597 | (14 | )% | $ | 38,611 | 34,854 | (10 | )% | |||||||||||||||
22
Table of Contents
Total cost of revenue for the quarter ended September 30, 2009 was $11.6 million, a decrease
of $1.8 million, or (14) %, from total cost of revenue of $13.4 million for the quarter ended
September 30, 2008. Total cost of revenue for the nine months ended September 30, 2009 was $34.9
million, a decrease of $3.8 million, or (10)%, over total cost of revenue of $38.6 million for the
nine months ended September 30, 2008.
Cost of software, hosting and support decreased $73,000, or (1)%, in the third quarter of 2009
from the third quarter of 2008 due to a
decrease of approximately $197,000 in depreciation expense associated with hosting operations, and
improved voice hosting bandwidth service costs, which decreased $154,000 during the third quarter
of 2009. These decreases were partially offset by increased headcount to assist with voice
and non-voice hosting volume in the quarter ended September 30, 2009 compared to the quarter ended
September 30, 2008. Average employee count in our hosting and technical support operations was 102
during the third quarter of 2009 as compared to 96 during the third quarter of 2008, which
increased salaries and related expenses (such as bonuses and stock-based compensation) by $194,000
and increased common expense allocation (such as payroll taxes, benefits, office rent, supplies and
other overhead expenses) by $39,000 during the third quarter of 2009. For the nine months ended September 30, 2009, cost of software, hosting and support
decreased $248,000, or (2)%, from the comparable 2008 period. As a percent of the associated
revenue, cost of software, hosting and support was 18% in the three and nine months ended September
30, 2009, as compared to 20% in both the three and nine months ended September 30, 2008. The
reduction in the cost of software, hosting and support as a percentage of revenue was due to
improved leverage in our business model, combined with expense management in the third quarter of
2009 as compared to the third quarter of 2008.
Cost of professional services decreased $1.8 million, or (22)%, in the quarter ended September
30, 2009 from the quarter ended September 30, 2008. The expense reduction was attributable to a
favorable foreign currency exchange rate impact of $237,000, a reduction in utilization of
third-party partners that assisted in the deployment of professional services, a reassignment of
professional service employees, and a reduction in travel-related costs. For the nine months ended
September 30, 2009, cost of professional services decreased $3.5 million, or (15) %, from the
comparable 2008 period, of which $1.4 million was attributable to a favorable foreign currency
exchange rate impact. Average employee count in our professional services organization decreased to
164 during the third quarter of 2009 from 180 during the third quarter of 2008. As a percent of the
associated revenue, cost of professional services decreased to 71% in the three and nine months
ended September 30, 2009, respectively, from 79% and 82% in the three and nine months ended
September 30, 2008, respectively. The reduction in the cost of professional services as a
percentage of revenue was due to favorable currency impact and focused expense management during
the three and nine months ended September 30, 2009 as compared to the comparable periods one year
earlier. Employee training, customer scheduling requirements and use of third-party resources can
cause fluctuation in cost of professional services as a percentage of revenue.
Operating Expenses
Three Months Ended | Nine Months Ended | |||||||||||||||||||||||
September 30, | September 30, | |||||||||||||||||||||||
Percent | Percent | |||||||||||||||||||||||
(Amounts in thousands) | 2008 | 2009 | Change | 2008 | 2009 | Change | ||||||||||||||||||
Sales and marketing |
$ | 16,889 | $ | 16,175 | (4 | )% | 51,334 | $ | 47,046 | (8 | )% | |||||||||||||
Research and development |
4,671 | 5,100 | 9 | 13,664 | 14,907 | 9 | ||||||||||||||||||
General and administrative |
3,215 | 4,018 | 25 | 10,621 | 11,671 | 10 | ||||||||||||||||||
Total operating expenses |
$ | 24,775 | $ | 25,293 | 2 | % | $ | 75,619 | $ | 73,624 | (3 | )% | ||||||||||||
Sales and Marketing Expenses
Sales and marketing expenses were $16.2 million in the third quarter of 2009, a decrease of
$714,000, or (4)%, from sales and marketing expenses of $16.9 million in the third quarter of 2008.
The decrease was due primarily to $459,000 in favorable foreign currency exchange rate impact and
reduced headcount. Average employee count in our sales and marketing organization decreased to 261
during the third quarter of 2009 from 277 during the third quarter of 2008, stemming from an
expense reduction effort in the fourth quarter of 2008. Commissions and bonus expense increased due
to improved sales performance. Travel-related costs and advertising decreased due to improved
expense management.
Sales and marketing expenses were $47.0 million for the nine months ended September 30, 2009,
a decrease of $4.3 million, or (8)%, over sales and marketing expense of $51.3 million for the nine
months ended September 30, 2008. The reduction in expense was primarily due to $2.4 million in
favorable foreign currency exchange impact and reduced headcount.
23
Table of Contents
Under license arrangements, we expense sales incentives when earned, which is typically upon
contract signing. Under subscription arrangements, we defer the related sales incentive costs and
expense them in proportion to the revenue recognized. Net sales incentive expense was $4.0 million
and $2.8 million for the three months ended September 30, 2009 and 2008, respectively. Net sales
incentive expense was $10.2 million and $9.8 million for the nine month periods ended September 30,
2009 and 2008, respectively. Our deferred commissions were $8.2 million and $8.7 million at
December 31, 2008 and September 30, 2009, respectively.
Research and Development Expenses
Research and development expenses were $5.1 million in the three months ended September 30,
2009, an increase of $429,000, or 9%, over research and development expenses of $4.7 million in the
three months ended September 30, 2008, primarily due to growth in headcount and expenditures
pertaining to projects to automate quality assurance testing procedures. Average employee count in
our research and development organization was 158 during the third quarter of 2009 compared to 146
during the third quarter of 2008. The majority of the research and development headcount growth
came from our acquisition of HiveLive during the third quarter of 2009. Research and development
expenses for the nine months ended September 30, 2009 increased $1.2 million, or 9%, over the
comparable 2008 period primarily due to growth in headcount and expenditures pertaining to projects
to automate quality assurance testing procedures.
General and Administrative Expenses
General and administrative expenses were $4.0 million in the third quarter of 2009, an
increase of $803,000, or 25%, over general and administrative expenses of $3.2 million in the third
quarter of 2008. The increase in expense was primarily due to staff additions, and direct costs of
the acquisition of HiveLive during the third quarter of 2009. Average employee count in our general
and administrative organization was 86 during the third quarter of 2009 compared to 79 during the
third quarter of 2008. General and administrative expenses for the nine months ended September 30,
2009 increased $1.1 million, or 10% over the comparable 2008 period primarily due to employee
growth.
Stock-Based Compensation Expense
Total stock-based compensation expense for the three months ended September 30, 2009 was $1.9
million as compared to $1.5 million for the three months ended September 30, 2008. Stock-based
compensation was $6.1 million for the nine months ended September 30, 2009 as compared to $4.7
million for the nine months ended September 30, 2008. Stock-based compensation increased during the
first nine months of 2009, primarily due to a change in estimated forfeiture rates during the
second quarter of 2009, combined with a non-recurring directors stock option grant during the
first quarter of 2009. Stock-based compensation expense varies from period-to-period because of
the number of option shares that are expected to vest, forfeiture rates, and changes in our
underlying stock price and valuation assumptions.
Interest and Other Income, Net
Three Months Ended | Nine Months Ended | |||||||||||||||||||||||
September 30, | September 30, | |||||||||||||||||||||||
Percent | Percent | |||||||||||||||||||||||
(Amounts in thousands) | 2008 | 2009 | Change | 2008 | 2009 | Change | ||||||||||||||||||
Interest income |
$ | 714 | $ | 248 | (65 | )% | $ | 2,366 | $ | 866 | (63 | )% | ||||||||||||
Interest expense |
(3 | ) | (1 | ) | n/m | (8 | ) | (7 | ) | n/m | ||||||||||||||
Other income (expense) |
(159 | ) | 95 | n/m | (349 | ) | 234 | n/m | ||||||||||||||||
Total interest and other income , net |
$ | 552 | $ | 342 | (38 | )% | $ | 2,009 | $ | 1,094 | (46 | )% | ||||||||||||
Interest income decreased 65% in the third quarter of 2009 from the third quarter of 2008 due
to lower cash balances available for investment combined with declining investment yields driven by
the periodic decreases in the federal funds rate. For the nine months ended September 30, 2009,
interest income decreased 63% from the comparable 2008 period. Our investment portfolio consists
primarily of investment-grade government agency securities, corporate debt instruments, and
auction-rate securities.
Other income consists primarily of a gain on our auction-rate securities (ARS), which was
offset by a loss on a put option settlement right associated with the auction-rate securities and
losses on transactions denominated in foreign currencies. See Note 7 to our Condensed Consolidated
Financial Statement for further discussion on ARS investments and the related put option.
24
Table of Contents
Provision for Income Taxes
The provision for income taxes of $460,000 in the nine months ended September 30, 2009,
consists primarily of state taxes and foreign taxes withheld. Our effective tax rate differs from
the federal statutory rate primarily due to the utilization of net operating loss carryforwards,
foreign rate differentials, and non-deductible meal and entertainment expenses. Our effective tax
rate in 2009 will depend on a number of factors, such as the amount and mix of stock-based
compensation expense to be recorded under Topic 718, Compensation-Stock Compensation, the level of
business in state and foreign tax jurisdictions, managements expectation of the realization of
deferred tax assets and the associated valuation allowance, and other factors.
25
Table of Contents
Liquidity and Capital Resources
Three Months Ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||
Percent | Percent | |||||||||||||||||||||||
(Amounts in thousands) | 2008 | 2009 | Change | 2008 | 2009 | Change | ||||||||||||||||||
Cash, cash equivalents and short-term
investments |
$ | 97,589 | $ | 93,022 | (5 | )% | $ | 97,589 | $ | 93,022 | (5 | )% | ||||||||||||
Long-term investments |
4,612 | | (100 | )% | 4,612 | | (100 | )% | ||||||||||||||||
Cash provided by (used in) operating
activities |
(1,330 | ) | 4,909 | 469 | % | 10,914 | 11,876 | 9 | % |
At September 30, 2009, cash, cash equivalents, and investments totaled $93.0 million. In
addition to our cash and short-term investments, other sources of liquidity at September 30, 2009
included a $3.0 million bank line of credit facility, under which there have been no borrowings.
Operating activities provided $4.9 million and $11.9 million of cash during the three and nine
months ended September 30, 2009, respectively, as compared to
$1.3 cash used in operations and $10.9 million cash
provided from operations during the three and nine months ended September 30, 2008, respectively. Cash
flow from operations can vary significantly from quarter-to-quarter for many reasons, including the
timing of business in a given period and customer payment preferences and patterns. Strong cash
collections from prior quarter sales was the primary driver of the cash provided in operating
activities during the quarter ended September 30, 2009. Historically, the percentage of business
signed with monthly, quarterly, or annual billing terms has ranged from approximately 15 to 25%,
but during the third quarter of 2009 increased to 39%. The increased rate in the third quarter of
2009 was partially due to the signings of large multi-year contact center deals. We also believe
the increase is a result of several factors, including SaaS maturing, internal sales incentive
plans, and the economy. Deferred revenue is not recorded for subscriptions with monthly, quarterly,
or annual billing terms until the invoices are issued. A change in the billing practice resulting
in delayed billing terms could have a material adverse effect on cash provided from operating
activities and growth in deferred revenue.
The allowance for uncollectible accounts receivable represented approximately 5% of current
accounts and term receivables at September 30, 2009 and at December 31, 2008, respectively.
Accounts receivable written off in the third quarter of 2009 were relatively consistent with the
fourth quarter of 2008. We regularly assess the adequacy of the allowance for doubtful accounts.
Actual write-offs could exceed our estimates and adversely affect operating cash flows in the
future.
Investing activities used $20.4 million and $31.2 million in the three and nine months ended
September 30, 2009, respectively. Third quarter 2009 investing activities consisted of net
purchases of short-term investments of $13.1 million, acquisition consideration for the purchase of
HiveLive, Inc. of $5.9 million, and $1.2 million of capital expenditures. Capital asset additions
consisted primarily of equipment acquisitions for our hosting operations, including government
hosting, and employee growth.
Financing activities provided $250,000 and used $1.2 million in the three and nine months
ended September 30, 2009, respectively. During the nine months ended September 30, 2009, the cash
used for financing activities was primarily due to a repurchase of 231,000 shares of our common
stock for $1.8 million in the first quarter of 2009, which completed our $15 million board-approved
stock buyback program.
As of September 30, 2009, we held approximately $4.4 million in par value auction rate
securities (ARS) that are subject to general credit, liquidity, market, and interest rate risks,
which may be exacerbated by U.S. sub-prime mortgage defaults that have affected various sectors of
the financial markets and caused credit and liquidity issues. The ARS are comprised of federally
insured student loan bonds.
During the fourth quarter of 2008 we executed a settlement agreement with our broker to redeem
the ARS held by us at par commencing June 2010 through July 2012. By accepting the terms of the
settlement, we (1) received the non-transferable right (put option) to sell our ARS at par value
to the broker commencing June 2010 through July 2012, and (2) gave the broker the right to purchase
the ARS from us at any time after the executed settlement agreement date as long as we receive par
value. We expect to sell the ARS under the put option. However, if we do not exercise the put
option during or before July 2012, it will expire and the broker will have no further rights or
obligation to buy the ARS. Redemption of these investments may be subject to brokerage house
default. As a result of this settlement, we reclassified the ARS from available for sale securities
to trading securities. During the nine months ended September 30, 2009, we marked to market the
investment in accordance with Topic 320, which resulted in an increase in fair value for a total
unrealized gain of $428,000, included in other income, net. Partially offsetting this gain within
other income, net was a $397,000 unrealized loss related to the change in fair value of the put
option we obtained pursuant to the settlement agreement. We
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elected the fair value option on the put option in accordance with Topic 825, and as such,
changes in fair value are recorded during each reporting period. Our inability to dispose of our
ARS prior to June 2010 could negatively impact our liquidity and cash on hand, which, in turn,
could cause us to forego potentially beneficial operational and strategic transactions or to incur
additional indebtedness. Additionally, we could be adversely impacted if the broker is unable to
meet its obligations under the settlement agreement as the brokers obligations under the put
option are not secured by its assets and do not require the broker to obtain any financing to
support its performance obligations under the put option. As a result, the agreement covers $4.4
million par value (fair value $4.1 million) of the ARS held by us as of September 30, 2009.
We believe our existing cash and short-term investments, together with funds generated from
operations, should be sufficient to fund operating and investment requirements for at least the
next twelve months. Our future capital requirements will depend on many factors, including our rate
of revenue growth and expansion of our sales and marketing activities, the possible acquisition of
complementary products or businesses, the timing and extent of spending required for research and
development efforts, and the continuing market acceptance of our products. To the extent that
available funds are insufficient to fund our future activities, we may need to raise additional
funds through public or private equity or debt financings. Additional equity or debt financing may
not be available on terms favorable to us or at all.
Off-Balance Sheet Arrangements
As of September 30, 2009, we did not have any significant off-balance-sheet arrangements, as
defined in Item 303(a)(4)(ii) of Regulation S-K promulgated by the SEC.
Contractual Obligations and Commitments
There have been no material changes to our contractual obligations or commitments since
December 31, 2008.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Foreign Currency Exchange Risk
Our results of operations and cash flows are subject to fluctuation due to changes in foreign
currency exchange rates, particularly changes in the British pound, Australian dollar, and Euro,
because our contracts are frequently denominated in local currency. In the future, we may utilize
foreign currency forward and option contracts to manage currency exposures. We do not currently
have any such contracts in place, nor did we enter into any such contracts during the quarters
ended September 30, 2009 or September 30, 2008.
When compared to the third quarter of 2008, our results were impacted by the strength of the
U.S. dollar in the third quarter of 2009 relative to the British pound, Australian dollar, and
Euro. The change in exchange rates between the third quarter of 2008
and 2009 had an unfavorable impact to revenue of $1.1 million. Additionally, deferred revenue
decreased by approximately $983,000 when comparing the change in
exchange rates between the third quarter of 2008 and 2009. Expenses associated with international revenue are generally paid
in local currency, which generally provides a natural hedge to offset the revenue impact. These
expenses in the third quarter of 2009 were favorably impacted $783,000 when comparing the change in
exchange rates between the third quarter of 2008 and 2009. During the nine months ended September 30, 2009, foreign currency fluctuations reduced
revenue by approximately $5.2 million, and reduced expenses by approximately $4.1 million, when comparing the change in
weighted average exchange rates during the quarter ended September
30, 2009 with the weighted average exchange rates during the quarter ended
September 30, 2008. Continued changes in the dollar relative to other currencies may cause us to
experience further impact.
Interest Rate Sensitivity
Our investments consist of short-term, interest-bearing securities, which are subject to
credit and interest rate risk. Our portfolio is investment-grade and diversified among issuers and
security types to reduce credit risk. We manage our interest rate risk by maintaining a large
portion of our investment portfolio in instruments with short maturities or frequent interest rate
resets. We also manage interest rate risk by maintaining sufficient cash and cash equivalents such
that we are able to hold investments until maturity. If market interest rates were to increase by
100 basis points from the level at September 30, 2009, the fair value of our portfolio would
decline by approximately $243,000.
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Liquidation and Valuation Risk
Our short-term investments consist of approximately $4.4 million in par value auction rate
securities (ARS) with investment grades of AAA or AA, as of September 30, 2009. Despite the
long-term contractual maturities of the ARS, all of these securities are considered trading
securities as of September 30, 2009. Since February 2008, uncertainties in the credit markets
caused all auctions of our ARS to be unsuccessful. During the fourth quarter of 2008 we executed a
settlement agreement with our broker to redeem the ARS held by us at par commencing June 2010
through July 2012. By accepting the terms of the settlement, we (1) received the non-transferable
right (put option) to sell our ARS at par value to the broker commencing June 2010 through July
2012, and (2) gave the broker the right to purchase the ARS from us at any time after the executed
settlement agreement date as long as we receive par value. We expect to sell the ARS under the put
option. However, if we do not exercise the put option during or before July 2012, it will expire
and the broker will have no further rights or obligation to buy the ARS. Redemption of these
investments may be subject to brokerage house default. As a result of this settlement, we
reclassified the ARS from available for sale securities to trading securities. During the nine
months ended September 30, 2009, we marked to market the investment in accordance with Topic 320,
which resulted in an increase in fair value for a total unrealized gain of $428,000, included in
other income, net. Partially offsetting this gain within other income, net was a $397,000
unrealized loss related to the put option we obtained pursuant to the settlement agreement. Our
inability to dispose of our ARS prior to June 2010 could negatively impact our liquidity and cash
on hand, which, in turn, could cause us to forego potentially beneficial operational and strategic
transactions or to incur additional indebtedness. Additionally, we could be adversely impacted if
the broker is unable to meet its obligations under the settlement agreement as the brokers
obligations under the put option are not secured by its assets and do not require the broker to
obtain any financing to support its performance obligations under the put option. As a result, the
agreement covers $4.4 million par value (fair value $4.1 million) of the ARS held by us as of
September 30, 2009. Based on our expected operating cash flows, and other sources and uses of cash,
we do not anticipate that the lack of liquidity on these investments will affect our ability to
execute our current business plan. We will continue to monitor the state of the credit markets and
its potential impact, if any, on the fair value and classification of our portfolio of ARS.
Item 4. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
Our management, under the supervision and with the participation of our Chief Executive
Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934)
as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive
Officer and Chief Financial Officer concluded that, as of the end of the period covered by this
report, our disclosure controls and procedures were effective in ensuring that information required
to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of
1934 is (i) recorded, processed, summarized and reported, within the time periods specified in the
rules and forms of the Securities and Exchange Commission and (ii) accumulated and communicated to
our management, including our principal executive and principal financial officers, or persons
performing similar functions, as appropriate to allow timely decisions regarding required
disclosure.
(b) Changes to Internal Control over Financial Reporting
During the most recent completed fiscal quarter covered by this report, there has been no
change in our internal control over financial reporting (as defined in Rules 13a-15(f) and
15d-15(f) under the Securities Exchange Act of 1934) that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.
Part II. Other Information
Item 1. Legal Proceedings
From time to time, we are involved in legal proceedings in the ordinary course of business. We
believe that the resolution of these matters will not have a material effect on our consolidated
financial position, results of operations or liquidity.
Item 1A. Risk Factors
A restated description of the risk factors associated with our business is set forth below.
This description includes any and all changes (whether or not material) to, and supersedes, the
description of the risk factors associated with our business previously disclosed in Part 1, Item
1A of our Annual Report on Form 10-K for the year ended December 31, 2008.
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Before deciding to purchase, hold or sell our common stock, you should carefully consider the
risks described below, in addition to the other cautionary statements and risks described elsewhere
and the other information contained in this report and in our other filings with the SEC, including
our reports on Forms 10-Q and 8-K. The risks and uncertainties described below are not the only
ones we face. Additional risks and uncertainties not presently known to us or that we currently
deem immaterial may also affect our business. If any of these known or unknown risks or
uncertainties actually occurs with material adverse effects on RightNow, our business, financial
condition and results of operations could be seriously harmed. In that event, the market price for
our common stock could decline and you may lose all or part of your investment.
General economic conditions could adversely affect our clients ability or willingness to purchase
our products, which could materially and adversely affect our results of operations.
Our clients consist of large and small companies in nearly all industry sectors and
geographies. Potential new clients or existing clients could defer purchases of our products
because of unfavorable macroeconomic conditions, such as fluctuations in currency exchange rates,
industry purchasing patterns, industry or national economic downturns, rising interest rates, and
other factors. Our ability to grow revenue may be adversely affected by unfavorable economic
conditions.
Starting in 2008 there has been deterioration in global economic conditions due to many
factors, including the credit market crisis, reduced credit availability, bank failures, slower
economic activity, significant expense reductions, bankruptcies, concerns about inflation, current
recession, and general adverse business conditions. These conditions could lead to fewer sales of
our products, longer sales cycles, customers requesting longer payment terms, customers failing to
pay amounts due, and slower collections of accounts receivable. All of these factors could
adversely impact our results of operations, cash flow from operations, and our financial position.
In addition, we may be forced to respond to an economic downturn by contracting operations, which
we may have difficulties managing in a timely fashion.
We have significant international sales and are subject to risks associated with operating in
international markets including the risk of foreign currency exchange rate fluctuations.
International sales comprised 30% and 27% of our revenue for the quarters ended September 30,
2008 and 2009, respectively. We intend to continue to pursue and expand our international business
activities. Adverse economic and political conditions could make it difficult for us to increase
our international sales or to operate abroad. International operations are subject to many inherent
risks, including:
| fluctuations in foreign currency exchange rates; | ||
| political, social and economic instability, including conflicts in the Middle East, Central Asia and elsewhere abroad, terrorist attacks and security concerns in general; | ||
| adverse changes in tariffs and other protectionist laws and business practices that favor local competitors; | ||
| longer collection periods and difficulties in collecting receivables from foreign entities; | ||
| exposure to different legal standards and burdens of complying with a variety of foreign laws, including employment, tax, privacy and data protection laws and regulations; | ||
| reduced protection for our intellectual property in some countries; | ||
| expenses associated with localizing products for foreign countries, including translation into foreign languages; and | ||
| import and export license requirements and restrictions of the United States and each other country in which we operate. |
We believe that international sales will continue to represent a significant portion of our
revenue for the foreseeable future, and that continued growth will require further expansion of our
international operations. A substantial percentage of our international sales are denominated in
the local currency. As a result, an increase in the relative value of the dollar could make our
products more expensive and potentially less price competitive in international markets.
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Margins on sales of our products and services in foreign countries, and on sales of products
and services that include costs from foreign based employees or foreign suppliers, could be
materially adversely affected by foreign currency exchange rate fluctuations. When compared to the
third quarter of 2008, the U.S. dollar fluctuated significantly compared to the British pound,
Australian dollar, and Euro in the third quarter of 2009. The change in exchange rates between the third quarter of 2008
and 2009 had an unfavorable impact to revenue of $1.1 million. Additionally, deferred revenue decreased by approximately $983,000 when comparing the change in
exchange rates between the third quarter of 2008 and 2009. Expenses associated with international
revenue are generally paid in local currency, which generally provides a natural hedge to offset
the revenue impact. These expenses in the third quarter of 2009 were
favorably impacted
$783,000 when comparing the change in
exchange rates between the third quarter of 2008 and 2009. During the nine months ended September 30, 2009, foreign currency
fluctuations reduced revenue by approximately $5.2 million, and favorably benefited expenses by
approximately $4.1 million, when comparing the change in
weighted average exchange rates during the quarter ended September
30, 2009 with the weighted average
exchange rates during the quarter ended September 30, 2008. The Companys primary exposure to
movements in foreign currency exchange rates relate to non-U.S. dollar denominated sales in EMEA,
and Asia-Pacific and non-U.S. dollar denominated operating expenses incurred in these respective
regions. These foreign currency exposures may make it difficult to compare our financial statements
for the current period with financial statements from earlier periods.
We may not be able to sustain or increase profitability in the future.
We had an accumulated deficit of $61.0 million as of September 30, 2009. We expect to continue
to incur significant professional services, sales and marketing, research and development and
general and administrative expenses as we expand our operations and, as a result, we will need to
generate significant revenue to sustain or increase profitability. We may not be able to continue
to improve our operating results at the rate that has occurred in the past. Even though we were
profitable during the three and nine months ended September 30, 2009, we may not be able to sustain
or increase profitability on a quarterly or annual basis in the future, which may cause the price
of our stock to decline.
We face intense competition, and our failure to compete successfully could make it difficult for
us to add and retain clients and could reduce or impede the growth of our business.
The market for CRM solutions is highly competitive and fragmented, and is subject to rapidly
changing technology, shifting client requirements, frequent introductions of new products and
services, and increased marketing activities of other industry participants. Increased competition
could result in commoditization, pricing pressure, reduced sales, lower margins or the failure of
our solutions to achieve or maintain broad market acceptance. If we are unable to compete
effectively, it will be difficult for us to add and retain clients, and our business, financial
condition and results of operations will be seriously harmed.
We face competition from:
| Companies currently providing customer service solutions, some of whom offer hosted services, including ATG, BMC Software Corporation, Inc., eGain Communications Corporation, Inquira Software, Inc., Kana Software, Inc., Microsoft Corporation, Netsuite, nGenera, Oracle Corporation, Parature, SAP AG, and salesforce.com; | ||
| CRM systems that are developed and maintained internally by businesses; | ||
| CRM products or services that are developed, or bundled with other products or services, and installed on a clients premises by software vendors; | ||
| Outsourced contact center providers that bundle solutions and agent labor in their service offerings; | ||
| New companies entering the CRM software market, the on demand applications market and the on demand CRM market, or expanding from any one of these markets to the others; and | ||
| Voice system integrators and voice-enabled IVR technology providers, such as Microsoft, TuVox, and Voxify. | ||
| Social CRM providers, such as Lithium and other niche social CRM providers. |
Many of our current and potential competitors have longer operating histories and larger
presence in the general CRM market, greater name recognition, access to larger customer bases and
substantially greater financial, technical, sales and marketing, management, service, support and
other resources than we have. As a result, such competitors may be able to respond more quickly
than we can to new or changing opportunities, technologies, standards or client requirements or
devote greater resources to the promotion and sale of their products and services than we can. To
the extent our competitors have an existing relationship with a
potential client, that client may be unwilling to switch vendors due to the time and financial
commitments already made with our competitors.
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In addition, many of our current and potential competitors have established or may establish
business, financial or strategic relationships among themselves or with existing or potential
clients, alliance partners or other third parties, or may combine and consolidate to become more
formidable competitors with better resources. We also expect that new competitors, such as
enterprise software vendors and online service providers that have traditionally focused on
enterprise resource planning or back office applications, will continue to enter the on demand CRM
market with competing products as the on demand CRM market develops and matures.
Our quarterly results of operations may fluctuate in the future.
Our quarterly revenue and results of operations may fluctuate as a result of a variety of
factors, many of which are outside of our control. If our quarterly revenue or results of
operations fall below the expectations of investors or securities analysts, the price of our common
stock could decline substantially. Fluctuations in our results of operations may be due to a number
of factors, including, but not limited to, those listed below and identified throughout this Risk
Factors section:
| our ability to retain and increase sales to existing clients, attract new clients and satisfy our clients requirements; | ||
| general economic, industry and market conditions; | ||
| the mix of revenue between license arrangements, professional services and subscription arrangements as sales commissions are generally expensed ratably over the term of an agreement for subscription services, and expensed when invoiced for license arrangements and professional services; | ||
| changes in the mix of revenue between professional services and software, hosting and support, because the gross margin on professional services is typically lower than the gross margin on software, hosting and support; | ||
| changes in the mix of voice self service applications sold and/or usage volume, because the gross margin on voice self service applications is typically lower than the gross margin on our sales, marketing, feedback and service applications; | ||
| the timing and success of new product introductions or upgrades by us or our competitors; | ||
| the timing of professional service sales and our ability to appropriately staff and train professional service resources without negatively impacting professional service margins; | ||
| changes in our pricing policies or those of our competitors; | ||
| the amount and timing of expenditures related to expanding our operations; | ||
| changes in our assumptions of stock price volatility, employee exercise behaviors, and option forfeiture rates, or changes in the number of stock options granted and vesting requirements in any particular period, which effects the amount of stock-based compensation expense; | ||
| changes in the payment terms for our products and services, including changes in the mix of payment options chosen by our customers; | ||
| the purchasing and budgeting cycles of our clients; | ||
| changes in the mix of subscription and perpetual licenses sold in a particular quarter, because perpetual license revenue is recorded into revenue upon delivery whereas subscriptions are recorded into revenue ratably over the contractual period; and | ||
| changes in credit market conditions associated with auction rate securities, which could permanently impair the recoverability of these investments. |
Because the sales cycle for the evaluation and implementation of our solutions typically
ranges from 60 to 180 days, we may also experience a delay between increasing operating expenses
and the generation of corresponding revenue, if any. Moreover, because most of the revenue from new
sales agreements is recognized over time, downturns or upturns in sales may not be immediately
reflected in our operating results. Additionally, our professional service margins may be
negatively impacted by training requirements
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for new professional service resources and/or customer scheduling issues. Most of our
expenses, such as salaries and third-party hosting co-location costs, are relatively fixed in the
short-term, and our expense levels are based in part on our expectations regarding future revenue
levels. As a result, if revenue for a particular quarter is below our expectations, we may not be
able to proportionally reduce operating expenses for that quarter, causing a disproportionate
effect on our expected results of operations for that quarter.
Due to the foregoing factors, and the other risks discussed in this report, you should not
rely on quarter-to-quarter comparisons of our results of operations as an indication of our future
performance.
Failure to effectively develop and expand our sales and marketing capabilities could harm our
ability to increase our client base and achieve broader market acceptance of our solutions.
Increasing our client base and achieving broader market acceptance of our solutions may depend
to a significant extent on the effectiveness of our sales and marketing programs/operations. Our
business will be seriously harmed if our efforts do not maximize revenue per sales and marketing
headcount. We also may not achieve anticipated revenue growth from our third-party channel partners
if we are unable to attract and retain additional motivated channel partners, if any existing or
future channel partners fail to successfully market, resell, implement or support our solutions for
their customers, or if they represent multiple providers and devote greater resources to market,
resell, implement and support competing products and services.
The majority of our solutions are sold pursuant to time-based agreements, and if our existing
clients elect not to renew or to renew on terms less favorable to us, our business, financial
condition and results of operations will be adversely affected.
Our solutions are generally sold pursuant to time-based agreements that are typically subject
to renewal every two years or less and our clients have no obligation to renew. Because our clients
may elect not to renew, we may not be able to consistently and accurately predict future renewal
rates. Our clients renewal rates may decline or fluctuate as a result of a number of factors,
including their level of satisfaction with our solutions, their ability to continue their
operations or invest in customer service, their acceptance of a change from term license agreements
to subscription service agreements, or the availability and pricing of competing products. If large
numbers of existing clients do not renew, or renew on terms less favorable to us, and if we cannot
replace or supplement those non-renewals with new agreements generating the same or greater level
of revenue, our business, financial condition and results of operations will be adversely affected.
We have experienced growth in recent periods. If we fail to manage our growth effectively, we may
be unable to execute our business plan, maintain high levels of service or adequately address
competitive challenges.
To achieve our business objectives, we will need to continue to expand our business at an
appropriate pace. This expansion has placed, and is expected to continue to place, a significant
strain on our managerial, administrative, operational, financial and other resources. We anticipate
that this expansion will require substantial management effort and significant additional
investment in our infrastructure. If we are unable to successfully manage our growth, our business,
financial condition and results of operations will be adversely affected.
Part of the challenge that we expect to face in the course of our expansion is to maintain the
high level of customer service to which our clients have become accustomed. To date, we have
focused on providing personalized account management and customer service on a frequent basis to
ensure our clients are effectively leveraging the capabilities of our solution. We believe that
much of our success to date has been the result of high client satisfaction, attributable in part
to this focus on client service. To the extent our client base grows, we will need to expand our
account management, client service and other personnel, and third-party channel partners, in order
to enable us to continue to maintain high levels of client service and satisfaction. If we are not
able to continue to provide high levels of client service, our reputation, as well as our business,
financial condition and results of operations, could be harmed.
If there are interruptions or delays in our hosting services through third-party error, our own
error or the occurrence of unforeseeable events, delivery of our solutions could become impaired,
which could harm our relationships with clients and subject us to liability.
As of September 30, 2009, over 95% of our clients were using our hosting services for
deployment of our software applications. We generally provide our hosting services for our
applications through computer hardware that we own and that is currently located in third-party web
hosting co-location facilities maintained and operated in California, Illinois, Massachusetts, New
Jersey and London, England. Our voice applications for several international customers are hosted
by third parties who also own and operate the hardware on which our applications reside. We do not
maintain long-term supply contracts with any of our hosting providers, and providers do
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not guarantee that our clients access to hosted solutions will be uninterrupted, error-free
or secure. Our operations depend on our providers ability to protect their and our systems in
their facilities against damage or interruption from natural disasters, power or telecommunications
failures, criminal acts and similar events. Our back-up computer hardware and systems have not been
tested under actual disaster conditions and may not have sufficient capacity to recover all data
and services in the event of an outage occurring simultaneously at all hosting facilities. In the
event that our hosting facility arrangements were terminated, or there was a lapse of service or
accidental or willful damage to such facilities, we could experience lengthy interruptions in our
hosting service as well as delays and/or additional expense in arranging new facilities and
services. Any or all of these events could cause our clients to lose access to their important
data. In addition, the failure by our third-party hosting facilities to meet our capacity
requirements could result in interruptions in our service or impede our ability to scale our
operations.
Design and mechanical errors, spikes in usage volume and failure to follow system protocols
and procedures could cause our systems to fail, resulting in interruptions in our clients service
to their customers. Any interruptions or delays in our hosting services, whether as a result of
third-party error, our own error, natural disasters or security breaches, whether accidental or
willful, could harm our relationships with clients and our reputation. This in turn could reduce
our revenue, subject us to liability, and cause us to issue credits or pay penalties or cause
clients to fail to renew their licenses, any of which could adversely affect our business,
financial condition and results of operations. In the event of damage or interruption, our
insurance policies may not adequately compensate us for any losses that we may incur. Additionally,
during the first quarter of 2009, we announced a SaaS service level credit program, which provides
for a partial rebate if we fall short of our system availability objective. If we fail to meet this
objective for one or all of our customers, we may have to pay a substantial amount of money, which
may impact cash reserves, revenue recognition, and our reputation
If the security of our clients confidential information contained in our systems or stored by use
of our software is breached or otherwise subjected to unauthorized access, our hosting service or
our software may be perceived as not being secure and clients may curtail or stop using our
hosting service and our solutions.
Our hosting systems and our software store and transmit proprietary information and critical
data belonging to our clients and their customers. Any accidental or willful security breaches or
other unauthorized access could expose us to a risk of information loss, litigation and other
possible liabilities. If security measures are breached because of third-party action, employee
error, malfeasance or otherwise, or if design flaws in our software are exposed and exploited, and,
as a result, a third party obtains unauthorized access to any of our clients data, our
relationships with clients and our reputation will be damaged, our business may suffer and we could
incur significant liability. Because techniques used to obtain unauthorized access or to sabotage
systems change frequently and generally are not recognized until launched against a target, we and
our third-party hosting co-location facilities may be unable to anticipate these techniques or to
implement adequate preventative measures.
If we fail to respond effectively to rapidly changing technology and evolving industry standards,
particularly in the on demand CRM industry, our solutions may become less competitive or obsolete.
The CRM industry is characterized by rapid technological advances, changes in client
requirements, frequent new product and service introductions and enhancements, changes in protocols
and evolving industry standards. Our hosted business model and the on demand CRM market are
relatively new and may evolve even more rapidly than the rest of the CRM market. Competing products
and services based on new technologies or new industry standards may perform better or cost less
than our solutions and could render our solutions less competitive or obsolete. In addition,
because our solutions are designed to operate on a variety of network hardware and software
platforms using a standard Internet web browser, we will need to continuously modify and enhance
our solutions to keep pace with changes in Internet-related hardware, software, communication,
browser and database technologies and to integrate with our clients systems as they change and
evolve. Furthermore, uncertainties about the timing and nature of new network platforms or
technologies, or modifications to existing platforms or technologies, could increase our research
and development expenses.
Our software incorporates use of Microsofts .NET Framework, and its Smart Client methodology.
The .NET Framework is core functionality that Microsoft incorporates into operating systems, while
the Smart Client methodology enables development and deployment of software applications using the
.NET Framework. We believe that the .NET Framework and Smart Client enable us to provide users with
a richer experience and better functionality than would be possible using a pure Web-based
application. However, the .NET Framework has not been universally adopted. If software users do not
adopt the .NET Framework or if the .NET Framework is superseded, the potential market for our
solutions will be reduced and we may need to develop an alternative architecture.
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If we are unable to successfully develop and market new and enhanced solutions that respond in
a timely manner to changing technology and evolving industry standards, and if we are unable to
satisfy the diverse and evolving technology needs of our clients, our business, financial condition
and results of operations will suffer.
Our failure to attract and retain qualified or key personnel may prevent us from effectively
developing, marketing, selling, integrating and supporting our products.
Our success and future growth depends to a significant degree upon the skills, experience,
performance and continued service of our senior management, engineering, sales, marketing, service,
support and other key personnel. Specifically, we believe that our future success is highly
dependent on Greg Gianforte, our founder, Chairman and Chief Executive Officer. In addition, we do
not have employment agreements with any of our senior management or key personnel that require them
to remain our employees and, therefore, they could terminate their employment with us at any time
without penalty. If we lose the services of Mr. Gianforte or any of our other key personnel, our
business will be severely disrupted and we may be unable to operate effectively. We do not maintain
key person life insurance policies on any of our key employees except Mr. Gianforte. This life
insurance policy would not be sufficient to compensate us for the loss of his services. Our future
success also depends in large part upon our ability to attract, train, integrate, motivate and
retain highly skilled employees, particularly sales, marketing and professional services personnel,
software engineers, product trainers, and senior personnel.
Our failure to attract, manage, support and retain qualified partners may prevent us from
effectively deploying product and professional services.
Our success and future growth depends in part upon the skills, experience, performance and
continued service of our partners. We engage with partners in a number of ways, including assisting
us to identify prospective customers, to distribute our solutions, to develop complementary
solutions, and to help us to fulfill professional services engagements. We believe that our future
success depends in part upon our ability to develop strategic, long term and profitable
partnerships. If we do not acquire and retain the right partners, our products might become
uncompetitive, we may be unable to take full advantage of the potential demand for our solutions,
or our ability to rapidly deliver our solutions may be impaired. The use of partners to fulfill
customer requirements may impact our normal margins, and affect the profitability of customer
transactions.
If our solutions fail to perform properly or if they contain technical defects, our reputation
will be harmed, our market share would decline and we could be subject to product liability
claims.
Our software products may contain undetected errors or defects that may result in product
failures, slow response times, or otherwise cause our products to fail to perform in accordance
with client expectations. Because our clients use our products for important aspects of their
business, any errors or defects in, or other performance problems with, our products could hurt our
reputation and may damage our clients businesses. If that occurs, we could lose future sales, or
our existing clients could elect to not renew or to delay or withhold payment to us, which could
result in an increase in our provision for doubtful accounts and an increase in collection cycles
for accounts receivable. Clients also may make warranty or other claims against us, which could
result in the expense and risk of litigation. Product performance problems could result in loss of
market share, failure to achieve market acceptance and the diversion of development resources. If
one or more of our products fails to perform or contains a technical defect, a client may assert a
claim against us for substantial damages, whether or not we are responsible for the product failure
or defect. We do not currently maintain any warranty reserves.
Product liability claims could require us to spend significant time and money in litigation or
to pay significant settlements or damages. Although we maintain general liability insurance,
including coverage for errors and omissions, this coverage may not be sufficient to cover
liabilities resulting from such product liability claims. Also, our insurer may disclaim coverage.
Our liability insurance also may not continue to be available to us on reasonable terms, in
sufficient amounts, or at all. Any product liability claims successfully brought against us would
cause our business to suffer.
If we are unable to protect our intellectual property rights, our competitive position could be
harmed or we could be required to incur significant expenses to enforce our rights.
Our success depends to a significant degree upon the protection of our software and other
proprietary technology rights. We rely on trade secret, copyright and trademark laws, patents and
confidentiality agreements with employees and third parties, all of which offer only limited
protection. The steps we have taken to protect our intellectual property may not prevent
misappropriation of our proprietary rights or the reverse engineering of our solutions. We may not
be able to obtain any further patents or trademarks, and our
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pending applications may not result in the issuance of patents or trademarks. Any of our
issued patents may not be broad enough to protect our proprietary rights or could be successfully
challenged by one or more third parties, which could result in our loss of the right to prevent
others from exploiting the inventions claimed in those patents. Furthermore, legal standards
relating to the validity, enforceability and scope of protection of intellectual property rights in
other countries are uncertain and may afford little or no effective protection of our proprietary
technology. Consequently, we may be unable to prevent our proprietary technology from being
exploited abroad, which could diminish international sales or require costly efforts to protect our
technology. Policing the unauthorized use of our products, trademarks and other proprietary rights
is expensive, difficult and, in some cases, impossible. Litigation may be necessary in the future
to enforce or defend our intellectual property rights, to protect our trade secrets or to determine
the validity and scope of the proprietary rights of others. Such litigation could result in
substantial costs and diversion of management resources, either of which could harm our business.
Accordingly, despite our efforts, we may not be able to prevent third parties from infringing upon
or misappropriating our intellectual property.
Our product development efforts may be constrained by the intellectual property of others, and we
may become subject to claims of intellectual property infringement, which could be costly and
time-consuming.
The software and Internet industries are characterized by the existence of a large number of
patents, trademarks and copyrights, and by frequent litigation based upon allegations of
infringement or other violations of intellectual property rights. As we seek to extend our CRM
product and service offerings, we may be constrained by the intellectual property rights of others.
We have in the past been named as a defendant in a lawsuit alleging intellectual property
infringement, and we may again in the future have to defend against intellectual property lawsuits.
We may not prevail in any future intellectual property infringement litigation given the complex
technical issues and inherent uncertainties in litigation. Any claims, regardless of their merit,
could be time-consuming and distracting to management, result in costly litigation or settlement,
cause product development delays, or require us to enter into royalty or licensing agreements. If
any of our products violate third-party proprietary rights, we may be required to re-engineer our
products or seek to obtain licenses from third parties, which may not be available on reasonable
terms or at all. Because our sales agreements typically require us to indemnify our clients from
any claim or finding of intellectual property infringement, any such litigation or successful
infringement claims could adversely affect our business, financial condition and results of
operations. Any efforts to re-engineer our products, obtain licenses from third parties on
favorable terms or license a substitute technology may not be successful and, in any case, may
substantially increase our costs and harm our business, financial condition and results of
operations.
Further, our software products contain open source software components that are licensed to us
under various public domain licenses. While we believe we have complied with our obligations under
the various applicable licenses for open source software that we use, there is little or no legal
precedent governing the interpretation of many of the terms of certain of these licenses and
therefore the potential impact of such terms on our business is somewhat unknown. Use of open
source standards also may make us more vulnerable to competition because the public availability of
open source software could make it easier for new market entrants and existing competitors to
introduce similar competing products quickly and cheaply.
The market for our on demand application services is at a relatively early stage of development,
and if it does not develop or develops more slowly than we expect, our business will be harmed.
The market for on demand application services is at a relatively early stage of development,
and it is uncertain whether these application services will achieve and sustain high levels of
demand and market acceptance. Our success will depend to a substantial extent on the willingness of
companies to increase their use of on demand application services in general and for on demand
customer relationship management applications in particular. The willingness of companies to
increase their use of any on demand application services is in part dependent on the actual and
perceived reliability of hosted solutions. In addition, many companies have invested substantial
personnel and financial resources to integrate traditional enterprise software into their
businesses, and therefore may be reluctant or unwilling to migrate to on demand application
services. While we have supported traditional on site deployment of our software applications,
widespread market acceptance of our on demand software solutions is critical to the success of our
business. Other factors that may affect the market acceptance of our solutions include:
| on demand security capabilities and reliability; | ||
| concerns with entrusting a third party to store and manage critical customer data; | ||
| our ability to meet the needs of broader segments of the CRM market or other on demand markets; | ||
| the level of customization we offer; |
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| our ability to continue to achieve and maintain high levels of client satisfaction; | ||
| concerns with purchasing critical CRM solutions from a company with a history of operating losses; | ||
| customer acceptance of our subscription sales arrangements; and | ||
| the price, performance and availability of competing products and services. |
If businesses do not perceive the benefits of on demand solutions in general, or our on demand
solutions in particular, then the market for these solutions may not develop further, or it may
develop more slowly than we expect, either of which would adversely affect our business, financial
condition and results of operations.
If our efforts to enhance existing solutions, introduce new solutions or expand the applications
for our products and solutions to broader CRM markets do not succeed, our ability to grow our
business will be adversely affected.
Approximately 90% of our sales are derived from RightNow Service, a suite of solutions used to
optimize customer service operations. If we are unable to successfully develop and sell new and
enhanced versions of RightNow Service, or introduce new products and solutions for the customer
service market, our financial performance will suffer. Although to date the majority of business
has been focused on providing solutions for customer service operations, we provide sales,
marketing, feedback, voice-enabled, and social applications to expand our solution offerings.
Additionally, we have focused on eService solutions to call centers. Our efforts to expand beyond
the customer service market may not be successful in part because certain of our competitors have
far greater experience and brand recognition in the broader segments of the CRM market. In
addition, our efforts to expand our on demand software solutions beyond the customer service market
may divert management resources from our existing operations and require us to commit significant
financial resources to a market where we are less proven, which may harm our business, financial
condition and results of operations.
Recently completed and/or future acquisitions could disrupt our business and harm our financial
condition and results of operations.
In order to expand our addressable market, we may decide to acquire additional businesses,
products and technologies. In May 2005, we acquired the assets of Convergent Voice and in May 2006,
we acquired Salesnet, Inc. Most recently, in September 2009 we acquired HiveLive, Inc.
Acquisitions could require significant capital infusions into the acquired business and could
involve many risks, including, but not limited to, the following:
| an acquisition may negatively impact our results of operations because it may require incurring large one-time charges, substantial debt or liabilities; it may require the amortization or write down of amounts related to deferred compensation, goodwill and other intangible assets; or it may cause adverse tax consequences, substantial depreciation or deferred compensation charges; | ||
| we may encounter difficulties in assimilating and integrating the business, technologies, products, personnel or operations of companies that we acquire, particularly if key personnel of the acquired company decide not to work for us; | ||
| our existing and potential clients and the customers of the acquired company may delay purchases due to uncertainty related to an acquisition; | ||
| an acquisition may disrupt our ongoing business, divert resources, increase our expenses and distract our management; | ||
| the acquired businesses, products or technologies may not generate sufficient revenue to offset acquisition costs and could result in material asset impairment charges; | ||
| we may issue equity securities to complete an acquisition, which would dilute our stockholders and could adversely affect the market price of our common stock; and | ||
| acquisitions may involve the entry into a geographic or business market in which we have little or no prior experience. |
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We cannot assure you that we will be able to identify or consummate any future acquisitions on
favorable terms, or at all. If we do pursue any future acquisitions, it is possible that we may not
realize the anticipated benefits from the acquisitions or that the financial markets or investors
will negatively view the acquisitions. Even if we successfully complete an acquisition, it could
adversely affect our business, financial condition and results of operations.
Changes to financial accounting standards may affect our results of operations and financial
condition.
Generally accepted accounting principles and accompanying accounting pronouncements,
implementation guidelines and interpretations for many aspects of our business, such as software
revenue recognition, accounting for stock-based compensation, unanticipated ambiguities in fair
value accounting standards and income tax uncertainties, are complex and involve subjective
judgments by management. Changes to generally accepted accounting principles, their interpretation,
or changes in our products or business could significantly change our reported earnings and
financial condition and could add significant volatility to those measures.
The required adoption of Topic 718, Compensation-Stock Compensation makes stock options a less
attractive form of employee compensation, and our use of alternative forms of employee
compensation in response to Topic 718 could adversely affect our ability to attract and retain
personnel.
We have historically used stock options as a key component of our employee compensation
because we believe it aligns employees interests with our stockholders interest, encourages
employee retention, and provides a competitive component of our overall compensation program. Due
to the required adoption of Topic 718, and the recording of stock option expense on our operating
statements, we may determine that it is in our best interest to reduce the number or size of our
stock-based awards, or change the type of awards granted. In doing so, we may not be able to
attract, retain and motivate our employees.
With the recent volatility in the capital markets, there is a risk that we could suffer a loss of
principal in our cash and cash equivalents and short term investments and suffer a reduction in
our interest income or in our return on investments. Additionally funds associated with auction
rate securities may be inaccessible in excess of 12 months, which may result in market value
declines, which could have a material impact on our operating results in the period it is
recognized.
We invest our cash and cash equivalents and short-term investments pursuant to our investment
policy in cash, money market funds, commercial paper, corporate bonds and government agency
securities, which are of investment grade quality. Prior to March 3, 2008 our investment policy
allowed us to invest cash in auction-rate securities (ARS). At September 30, 2009 we held
approximately $4.4 million par value ARS that are subject to general credit, liquidity, market, and
interest rate risks, which may be exacerbated by U.S. sub-prime mortgage defaults that have
affected various sectors of the financial markets and caused credit and liquidity issues. During
the fourth quarter of 2008, we executed a settlement agreement with our broker to redeem the ARS
held by us at par commencing June 2010 through July 2012. By accepting the terms of the settlement,
we (1) received the non-transferable right (put option) to sell our ARS at par value to the
broker commencing June 2010 through July 2012, and (2) gave the broker the right to purchase the
ARS from us at any time after the executed settlement agreement date as long as we receive par
value. However, if we do not exercise the put option during or before July 2012, it will expire and
the broker will have no further rights or obligation to buy the ARS. Redemption of these
investments may be subject to brokerage house default. As a result of this settlement, we
reclassified the $4.4 million par value ARS from available for sale securities to trading
securities. During the nine months ended September 30, 2009, we marked to market the investment in
accordance with Topic 320, which resulted in an increase in fair value for a total unrealized gain
of $428,000 included in other income, net. Partially, offsetting this gain within other income, net
was a $397,000 unrealized loss during the nine months ended September 30, 2009 related to the put
option we obtained pursuant to the settlement agreement. Our inability to dispose of our ARS prior
to June 2010 could negatively impact our liquidity and cash on hand, which, in turn, could cause us
to forego potentially beneficial operational and strategic transactions or to incur additional
indebtedness. Additionally, we could be adversely impacted if the broker is unable to meet its
obligations under the settlement agreement as the brokers obligations under the put option are not
secured by its assets and do not require the broker to obtain any financing to support its
performance obligations under the put option.
We may not be able to secure additional financing on favorable terms, or at all, to meet our
future capital needs.
We may require additional capital to respond to business challenges, including the need to
develop new solutions or enhance our existing solutions, enhance our operating infrastructure, fund
expansion, respond to competitive pressures and acquire complementary businesses, products and
technologies. Absent sufficient cash flow from operations, we may need to engage in equity or debt
financings to secure additional funds to meet our operating and capital needs. In addition, even
though we may not need additional
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funds, we may still elect to sell additional equity or debt securities or obtain credit
facilities for other reasons. We may not be able to secure additional debt or equity financing on
favorable terms, or at all, at the time when we need such funding. If we raise additional funds
through further issuances of equity or convertible debt securities, our existing stockholders could
suffer significant dilution in their percentage ownership of our company, and any new equity
securities we issue could have rights, preferences and privileges senior to those of holders of our
common stock. Any debt financing secured by us in the future could involve restrictive covenants
relating to our capital raising activities and other financial and operational matters, which may
make it more difficult for us to obtain additional capital, to pay dividends and to pursue business
opportunities, including potential acquisitions. In addition, if we decide to raise funds through
debt or convertible debt financings, we may be unable to meet our interest or principal payments.
The success of our products and our hosted business depends on the continued growth and acceptance
of the Internet as a business and communications tool, and the related expansion of the Internet
infrastructure.
The future success of our products and our hosted business depends upon the continued and
widespread adoption of the Internet as a primary medium for commerce, communication and business
applications. Our business growth would be impeded if the performance or perception of the
Internet, or companies providing hosted solutions, was harmed by security problems such as
viruses, worms and other malicious programs, reliability issues arising from outages and damage
to Internet infrastructure, delays in development or adoption of new standards and protocols to
handle increased demands of Internet activity, increased costs, decreased accessibility and quality
of service, or increased government regulation and taxation of Internet activity.
Federal, state or foreign government bodies or agencies have in the past adopted, and may in
the future adopt, laws or regulations affecting data privacy, the solicitation, collection,
processing or use of personal or consumer information, the use of the Internet as a commercial
medium and the use of email for marketing or other consumer communications. In addition, government
agencies or private organizations may begin to impose taxes, fees or other charges for accessing
the Internet or for sending commercial email. These laws or charges could limit the growth of
Internet-related commerce or communications generally, result in a decline in the use of the
Internet and the viability of Internet-based services such as ours and reduce the demand for our
products, particularly our RightNow Marketing solution.
The Internet has experienced, and is expected to continue to experience, significant user and
traffic growth, which has, at times, caused user frustration with slow access and download times.
If Internet activity grows faster than Internet infrastructure or if the Internet infrastructure is
otherwise unable to support the demands placed on it, or if hosting capacity becomes scarce, our
business growth may be adversely affected.
Privacy concerns and laws or other domestic or foreign regulations may adversely affect our
business or reduce sales of our solutions.
Businesses using our solutions collect personal information regarding their customers when
those customers contact them with customer service inquiries. A valuable component of our solutions
is their ability to allow our clients to use and analyze their customers information to increase
sales, marketing and up-sell or cross-sell opportunities. Federal, state and foreign government
bodies and agencies, however, have adopted and are considering adopting laws and regulations
regarding the collection, use and disclosure of personal information obtained from consumers. The
costs of compliance with, and other burdens imposed by, such laws and regulations that are
applicable to the businesses of our clients may limit the use and adoption of this component of our
solutions and reduce overall demand for our solutions. Furthermore, even where a client desires to
make full use of these features in our solutions, privacy concerns may cause our clients customers
to resist providing the personal data necessary to allow our clients to use our solutions most
effectively. Even the perception of privacy concerns, whether or not valid, may inhibit market
acceptance of our products.
European Union members have imposed restrictions on the collection and use of personal data
that are far more stringent, and impose more significant burdens on subject businesses, than
current privacy standards in the United States. All of these domestic and international legislative
and regulatory initiatives may adversely affect our clients ability to collect and/or use
demographic and personal information from their customers, which could reduce demand for our
solutions.
In addition to government activity, privacy advocacy groups and the technology and direct
marketing industries are considering various new, additional or different self-regulatory standards
that may place additional burdens on us. If the gathering of profiling information were to be
curtailed in this manner, customer service CRM solutions would be less effective, which would
reduce demand for our solutions and harm our business.
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Non-solicitation concerns, laws or regulations may adversely affect our clients ability to
perform outbound marketing and other email communications, which could reduce sales of our
solutions.
In January 2004, the federal Controlling the Assault of Non-Solicited Pornography and
Marketing Act of 2003, or CAN-SPAM Act, became effective. The CAN-SPAM Act regulates the
transmission and content of commercial emails and, among other things, obligates the sender of such
emails to provide recipients with the ability to opt-out of receiving future emails from the
sender, and establishes penalties for the transmission of email messages which are intended to
deceive the recipient as to source or content. Many state legislatures also have adopted laws that
impact the delivery of commercial email, and laws that regulate commercial email practices have
been enacted in many of the international jurisdictions in which we do business, including Europe,
Australia, Japan, and Canada. In addition, Internet service providers and licensors of software
products have introduced a variety of systems and products to filter out certain types of
commercial email, without any common protocol to determine whether the recipient desired to receive
the email being blocked. As a result, it is difficult for us to determine in advance whether or not
emails generated by our clients using our solutions will be permitted by spam filters to reach the
intended recipients.
Our RightNow Marketing solution specifically serves the market for mass distribution marketing
and other email communications. The increasing regulation of email delivery, both domestically and
internationally, and the spam filtering practices of Internet service providers and email users
generally, will place significant additional burdens on our clients who have outbound communication
programs, and may cause those clients to substantially change their outbound communications
programs or abandon them altogether. These factors may lead to a reduction in sales of our RightNow
Marketing solution, may make it necessary to redesign our RightNow Marketing solution to make it
easier for our clients to conform to the requirements of such laws and standards, which would
increase our expenses, or may make it necessary for us to redefine the market for and use of our
RightNow Marketing solution, which could reduce our revenue.
The significant influence over stockholder voting matters and our office leases that may be
exercised by our founder and Chief Executive Officer will limit your ability to influence
corporate actions and may require us to find alternative office space to lease or buy in the
future.
At September 30, 2009, Greg Gianforte, our founder and Chief Executive Officer, and his
spouse, Susan Gianforte, have voting power over approximately 25.2% of our outstanding common stock
and, together with other officers and directors, have voting power over approximately 31% of our
outstanding common stock. In addition, none of the shares of common stock over which Mr. Gianforte
and Mrs. Gianforte have voting power are subject to vesting restrictions. As a result, Mr.
Gianforte and Mrs. Gianforte, acting together with some of our other officers and directors, may be
able to influence matters requiring stockholder approval, including the election of directors,
management changes and approval of significant corporate transactions. This concentration of voting
power may have the effect of delaying, preventing or deterring a change in control of RightNow,
could deprive our stockholders of an opportunity to receive a premium for their common stock as
part of a sale of RightNow and might reduce the market price of our common stock.
In addition, Mr. Gianforte beneficially owns, directly or indirectly, a 50% membership
interest in Genesis Partners, LLC, our landlord from whom we lease our principal offices in
Bozeman, Montana. Consequently, Mr. Gianforte has significant influence over any decisions by
Genesis Partners regarding renewal, modification or termination of our Bozeman, Montana leases. In
the event that our current leases with Genesis Partners were terminated or otherwise could not be
renewed, or came up for renewal on commercially unreasonable terms, we would be required to find
alternative office space to lease or buy.
Anti-takeover provisions in our charter documents and Delaware law could discourage, delay or
prevent a change in control of our company and may affect the trading price of our common stock.
Provisions of our certificate of incorporation and bylaws and Delaware law may discourage,
delay or prevent a merger or acquisition that a stockholder may consider favorable and may limit
the market price of our common stock. These provisions include the following:
| establishing a classified board in which only a portion of the total board members will be elected at each annual meeting; | ||
| authorizing the board to issue preferred stock; | ||
| providing the board with sole authority to set the number of authorized directors and to fill vacancies on the board; | ||
| limiting the persons who may call special meetings of stockholders; | ||
| prohibiting certain transactions under certain circumstances with interested stockholders; | ||
| requiring supermajority approval to amend certain provisions of the certificate of incorporation; and | ||
| prohibiting stockholder action by written consent. |
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It is possible that the provisions contained in our certificate of incorporation and bylaws,
the voting rights held by insiders and the ability of our board of directors to issue preferred
stock without stockholder action may have the effect of delaying, deferring or preventing a change
in control of our Company without further action by the stockholders, may discourage bids for our
common stock at a premium over the market price of our common stock and may adversely affect the
market price of our common stock and the voting and other rights of the holders of our common
stock.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a) Sales of Unregistered Securities
Not applicable.
(b) Use of Proceeds from Sales of Registered Securities
On August 5, 2004, the Securities and Exchange Commission declared effective our Registration
Statement on From S-1 (Reg. File No. 333-115331) under the Securities Act of 1933, as amended, in
connection with the initial public offering of our common stock, par value $.0001 per share. We
sold 6.4 million shares, including shares sold upon exercise of the underwriters over-allotment
option, for an aggregate offering price of $44.9 million, and 321,945 shares, including shares sold
upon exercise of the underwriters over-allotment option, were sold by a selling stockholder for an
aggregate offering price of $2.3 million. After deducting $3.3 million in underwriting discounts
and commissions and $1.8 million in other offering costs, we received net proceeds from the
offering of approximately $40 million. None of the expenses and none of our net proceeds from the
offering were paid directly or indirectly to any director, officer, general partner of RightNow or
their associates, persons owning 10% or more of any class of equity securities of RightNow, or an
affiliate of RightNow.
In May 2005, we spent $1 million of the offering proceeds for the acquisition of the assets of
Convergent Voice. In May 2006, we spent $8.7 million of the offering proceeds to acquire Salesnet,
Inc. In September 2009, we spent $5.9 million of the offering proceeds to acquire HiveLive, Inc.
We currently intend to use the remaining proceeds for general corporate purposes as described in
the prospectus for the offering. Pending these uses, the net proceeds from the offering are
invested in short-term, interest-bearing, investment-grade securities.
(c) Purchases of Equity Securities
Not applicable.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
None.
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Item 6. Exhibits
Exhibits
The exhibits listed below are part of this Form 10-Q, unless otherwise indicated.
Exhibit 3.1
|
Amended and Restated Certificate of Incorporation of the Registrant. (1) | |
Exhibit 3.2
|
Amended and Restated Bylaws of the Registrant. (2) | |
Exhibit 31.1
|
Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a) or 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
Exhibit 31.2
|
Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a) or 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
Exhibit 32.1
|
Certifications 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 (furnished herewith). |
(1) | Incorporated by reference to Exhibit 4.2 to the Companys registration statement on Form S-8 (File No. 333-118515) filed with the Securities and Exchange Commission on August 24, 2004. | |
(2) | Incorporated by reference to Exhibit 3.1 of the Companys Current Report on Form 8-K (File No. 000-31321) filed with the Securities and Exchange Commission on January 25, 2006. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: Novermber 6, 2009
RightNow Technologies, Inc. (Registrant) |
||||
By: | /s/ Jeffrey C. Davison | |||
Jeffrey C. Davison | ||||
Chief Financial Officer, Vice President and, Treasurer (Principal Financial and Accounting Officer) |
||||
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