Attached files
file | filename |
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EX-32.1 - EXHIBIT 32.1 - QLIK TECHNOLOGIES INC | c16486exv32w1.htm |
EX-31.2 - EXHIBIT 31.2 - QLIK TECHNOLOGIES INC | c16486exv31w2.htm |
EX-31.1 - EXHIBIT 31.1 - QLIK TECHNOLOGIES INC | c16486exv31w1.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2011
OR
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 001-34803
Qlik Technologies Inc.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) |
20-1643718 (I.R.S. Employer Identification No.) |
|
150 N. Radnor Chester Road, Suite E220 | ||
Radnor, Pennsylvania | 19087 | |
(Address of principal executive offices) | (Zip Code) |
(888) 828-9768
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Date 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
filed, a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer. and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
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
As of May 2, 2011, there were 80,626,860 shares of the registrants common stock issued and
outstanding.
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Exhibit 31.1 | ||||||||
Exhibit 31.2 | ||||||||
Exhibit 32.1 |
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PART I FINANCIAL INFORMATION
Item 1. | Financial Statements |
QLIK TECHNOLOGIES INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
March 31, | December 31, | |||||||
2011 | 2010 | |||||||
(unaudited) | ||||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 176,790 | $ | 158,712 | ||||
Accounts receivable, net of allowance for doubtful accounts of $749 and $807,
respectively |
63,196 | 85,364 | ||||||
Prepaid expenses and other current assets |
9,364 | 7,107 | ||||||
Deferred income taxes |
527 | 527 | ||||||
Total current assets |
249,877 | 251,710 | ||||||
Property and equipment, net |
5,118 | 4,399 | ||||||
Intangible assets, net |
350 | 388 | ||||||
Goodwill |
2,787 | 2,746 | ||||||
Deferred income taxes |
4,248 | 4,248 | ||||||
Deposits and other noncurrent assets |
1,566 | 1,573 | ||||||
Total assets |
$ | 263,946 | $ | 265,064 | ||||
Liabilities and stockholders equity |
||||||||
Current liabilities: |
||||||||
Income taxes payable |
$ | 2,790 | $ | 8,431 | ||||
Accounts payable |
5,550 | 5,627 | ||||||
Deferred revenue |
55,007 | 50,024 | ||||||
Accrued payroll and other related costs |
24,127 | 25,262 | ||||||
Accrued expenses |
12,521 | 12,960 | ||||||
Deferred income taxes |
337 | 337 | ||||||
Total current liabilities |
100,332 | 102,641 | ||||||
Long-term liabilities: |
||||||||
Deferred income taxes |
48 | 48 | ||||||
Other long-term liabilities |
3,229 | 3,185 | ||||||
Total liabilities |
103,609 | 105,874 | ||||||
Commitments and contingencies |
||||||||
Stockholders equity: |
||||||||
Preferred stock, $0.0001 par value, 10,000,000 authorized, none issued and outstanding
at March 31, 2011 and December 31, 2010 |
| | ||||||
Common
stock, $0.0001 par value, 300,000,000 shares authorized;
80,566,300 shares issued and
outstanding
at March 31, 2011 and 78,752,390 shares issued and outstanding at December 31,
2010 |
8 | 8 | ||||||
Additional paid-in-capital |
161,843 | 157,928 | ||||||
(Accumulated deficit) retained earnings |
(4,440 | ) | 133 | |||||
Accumulated other comprehensive income |
2,926 | 1,121 | ||||||
Total stockholders equity |
160,337 | 159,190 | ||||||
Total liabilities and stockholders equity |
$ | 263,946 | $ | 265,064 | ||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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QLIK TECHNOLOGIES INC.
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)
Three Months Ended March 31, | ||||||||
2011 | 2010 | |||||||
Revenue: |
||||||||
License revenue |
$ | 37,885 | $ | 26,222 | ||||
Maintenance revenue |
19,377 | 13,069 | ||||||
Professional services revenue |
5,757 | 4,474 | ||||||
Total revenue |
63,019 | 43,765 | ||||||
Cost of revenue: |
||||||||
License revenue |
915 | 679 | ||||||
Maintenance revenue |
1,541 | 695 | ||||||
Professional services revenue |
5,199 | 2,912 | ||||||
Total cost of revenue |
7,655 | 4,286 | ||||||
Gross profit |
55,364 | 39,479 | ||||||
Operating expenses: |
||||||||
Sales and marketing |
37,672 | 25,413 | ||||||
Research and development |
5,312 | 2,664 | ||||||
General and administrative |
17,389 | 9,393 | ||||||
Total operating expenses |
60,373 | 37,470 | ||||||
Income (loss) from operations |
(5,009 | ) | 2,009 | |||||
Other income (expense), net: |
||||||||
Interest income (expense), net |
33 | (258 | ) | |||||
Change in fair value of warrants |
| (554 | ) | |||||
Foreign exchange loss and other expense, net |
(1,474 | ) | (1,362 | ) | ||||
Total other expense, net |
(1,441 | ) | (2,174 | ) | ||||
Loss before benefit for income taxes |
(6,450 | ) | (165 | ) | ||||
Benefit for income taxes |
1,877 | 46 | ||||||
Net loss |
$ | (4,573 | ) | $ | (119 | ) | ||
Net loss per common share: |
||||||||
Basic and diluted |
$ | (0.06 | ) | $ | (0.01 | ) | ||
Weighted average number of common shares: |
||||||||
Basic and diluted |
79,234,069 | 16,846,798 |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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QLIK TECHNOLOGIES INC.
UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
(in thousands, except share data)
Stockholders Equity | ||||||||||||||||||||||||
Additional | (Accumulated Deficit) |
Accumulated Other |
||||||||||||||||||||||
Common Stock | Paid-in- | Retained | Comprehensive | |||||||||||||||||||||
Shares | Amount | Capital | Earnings | Income | Total | |||||||||||||||||||
Balance at January 1, 2011 |
78,752,390 | $ | 8 | $ | 157,928 | $ | 133 | $ | 1,121 | $ | 159,190 | |||||||||||||
Exercise of common stock options |
1,813,910 | | 2,415 | | | 2,415 | ||||||||||||||||||
Stock-based compensation expense |
| | 1,500 | | | 1,500 | ||||||||||||||||||
Net loss |
| | | (4,573 | ) | | (4,573 | ) | ||||||||||||||||
Foreign currency translation adjustment |
| | | | 1,805 | 1,805 | ||||||||||||||||||
Comprehensive loss |
| | | | | (2,768 | ) | |||||||||||||||||
Balance at March 31, 2011 |
80,566,300 | $ | 8 | $ | 161,843 | $ | (4,440 | ) | $ | 2,926 | $ | 160,337 | ||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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QLIK TECHNOLOGIES INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Three Months Ended March 31, | ||||||||
2011 | 2010 | |||||||
Cash flows from operating activities |
||||||||
Net loss |
$ | (4,573 | ) | $ | (119 | ) | ||
Adjustments to reconcile net loss to net cash provided by operating activities: |
||||||||
Depreciation and amortization |
550 | 322 | ||||||
Stock-based compensation expense |
1,500 | 500 | ||||||
Excess tax benefit from stock-based compensation |
| (230 | ) | |||||
Other non-cash items |
98 | 118 | ||||||
Change in fair value of warrants |
| 554 | ||||||
Unrealized foreign currency (gain) loss, net |
(1,403 | ) | 1,324 | |||||
Changes in assets and liabilities: |
||||||||
Accounts receivable |
25,974 | 17,172 | ||||||
Prepaid expenses and other assets |
(1,378 | ) | (1,210 | ) | ||||
Deferred revenue |
2,667 | 1,989 | ||||||
Accounts payable and other liabilities |
(9,320 | ) | (5,006 | ) | ||||
Net cash provided by operating activities |
14,115 | 15,414 | ||||||
Cash flows from investing activities |
||||||||
Purchase of property and equipment |
(1,074 | ) | (403 | ) | ||||
Acquisition, net of cash acquired |
| 245 | ||||||
Net cash used in investing activities |
(1,074 | ) | (158 | ) | ||||
Cash flows from financing activities |
||||||||
Proceeds from exercise and issuance of common stock options |
2,415 | 338 | ||||||
Payments on line of credit and long-term debt, net |
| (1,603 | ) | |||||
Excess tax benefit on stock-based compensation |
| 230 | ||||||
Payments of deferred offering costs |
| (488 | ) | |||||
Net cash provided by (used in) financing activities |
2,415 | (1,523 | ) | |||||
Effect of exchange rates on cash |
2,622 | (1,219 | ) | |||||
Net increase in cash and cash equivalents |
18,078 | 12,514 | ||||||
Cash and cash equivalents, beginning of period |
158,712 | 24,852 | ||||||
Cash and cash equivalents, end of period |
$ | 176,790 | $ | 37,366 | ||||
Supplemental cash flow information: |
||||||||
Cash paid during the period for interest |
$ | 52 | $ | 252 | ||||
Cash paid during the period for income taxes |
$ | 4,208 | $ | 626 | ||||
Non-cash investing activities: |
||||||||
Common stock issued for acquisition of business |
$ | | $ | 622 | ||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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QLIK TECHNOLOGIES INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)
(1) Description of Business
Qlik Technologies Inc. (We, QlikTech or the Company) has pioneered a powerful, user-driven
business intelligence solution that enables our customers to make better and faster business
decisions. Our Business Discovery platform, QlikView, combines enterprise-class analytics and
search functionality with the simplicity and ease-of-use found in office productivity software
tools for a broad set of business users. Through its wholly owned subsidiaries, the Company sells
software solutions that are powered by our in-memory associative search technology, which has
utilized rapid advances in computing power to yield significant improvement in flexibility and
performance at a lower cost than traditional business intelligence solutions.
(2) Significant Accounting Policies
Significant Accounting Policies
The Companys significant accounting policies are disclosed in the audited consolidated
financial statements for the year ended December 31, 2010 included in the Companys Annual Report
on Form 10-K (file number 001-34803), filed with the SEC on March 16, 2011. Since the date of those
financial statements, there have been no material changes to the Companys significant accounting
policies.
Basis of Presentation and Consolidation
The accompanying unaudited consolidated financial statements include the accounts of the Company and its
wholly owned subsidiaries. All material intercompany balances and transactions have been
eliminated.
Interim Financial Statements
The accompanying interim unaudited consolidated financial statements and related disclosures
are unaudited and have been prepared in accordance with U.S. generally accepted accounting
principles (U.S. GAAP) on the same basis as the audited consolidated financial statements for the
year ended December 31, 2010 included in the Companys Annual Report on Form 10-K, filed with the
SEC on March 16, 2011 and, in the opinion of management, include all adjustments of a normal
recurring nature considered necessary to present fairly the Companys financial position, results
of operations, and cash flows for the three months ended March 31, 2011 and 2010. The results of
operations for the three months ended March 31, 2011 and 2010 are not necessarily indicative of the
results that may be expected for the year ending December 31, 2011 or any other future periods.
Certain information and note disclosures normally included in the financial statements prepared in
accordance with U.S. GAAP have been condensed or omitted under the Securities and Exchange
Commissions (SEC) rules and regulations. These unaudited interim consolidated financial
statements should be read in conjunction with the audited consolidated financial statements and
accompanying notes for the year ended December 31, 2010. The accompanying unaudited consolidated
financial statements have been prepared in accordance with the instructions to the Quarterly Report
on Form 10-Q and, therefore, do not include all information and footnotes required by U.S. GAAP for
complete financial statements.
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires
management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates.
On an ongoing basis, the Company evaluates its estimates, including those related to the
accounts receivable allowance, useful lives of long-lived assets, the recoverability of goodwill
and other intangible assets, assumptions used for the purpose of determining stock-based
compensation expense and income taxes, among others. The Company bases its estimates on historical
experience and on various other assumptions that are believed to be reasonable, the results of
which form the basis for making judgments about the carrying value of assets and liabilities as
well as reported revenue and expenses during the periods presented.
Foreign Currency Translation
The financial statements of the Companys foreign operations are measured using the local
currency as the functional currency. The local currency assets and liabilities are translated at
the rate of exchange to the U.S. dollar on the balance sheet date and the local currency revenues
and expenses are translated at average rates of exchange to the U.S. dollar during the reporting
periods. Foreign currency transaction gains (losses) have been reflected as a component of the
Companys statements of operations and foreign currency translation gains (losses) have been
included as a component of accumulated other comprehensive income (loss). Gains and losses from
foreign currency transactions are included as a component of other income (expense), net.
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Business Combinations
The Company recognizes all of the assets acquired, liabilities assumed and contingent
consideration at their fair value on the acquisition date. The purchase price allocation process
requires management to make significant estimates and assumptions, especially at the acquisition
date, with respect to intangible assets acquired, estimated contingent consideration payments and
pre-acquisition contingencies assumed. Unanticipated events and circumstances may occur which may
affect the accuracy or validity of such assumptions, estimates or actual results. Additionally,
any change in the fair value of the acquisition-related contingent consideration subsequent to the
acquisition date, including changes from events after the acquisition date, will be recognized in
earnings in the period of the estimated fair value change. All other changes in a valuation
allowance or uncertain tax positions are recognized as a reduction of or an increase to income tax
expense.
Acquisition-related transaction costs, including legal and accounting fees and
other external costs directly related to the acquisition are recognized separately from the
acquisition and expensed as incurred in general and administrative expenses in the consolidated
statements of operations.
Comprehensive Income (Loss)
The Company classifies items of other comprehensive income (loss) separately within
stockholders equity. For the three months ended March 31, 2011 and 2010, comprehensive income
(loss) was:
Three Months Ended March 31, | ||||||||
2011 | 2010 | |||||||
Net loss |
$ | (4,573 | ) | $ | (119 | ) | ||
Foreign currency translation gain |
1,805 | 414 | ||||||
Comprehensive income (loss) |
$ | (2,768 | ) | $ | 295 | |||
Fair Value of Financial Instruments
The carrying amount of cash and cash equivalents, accounts receivable, other current assets,
and accounts payable approximate fair value, due to their short-term nature.
Stock-Based Compensation
The Company recognizes the cost of stock-based compensation based on the fair value of those
awards at the date of grant over the requisite service period. The Company uses the
Black-Scholes-Merton (Black-Scholes) option pricing model to determine the fair value of
common stock option awards. The fair value of a restricted stock unit is determined by using the fair
value of the Companys common stock on the date of grant. Stock-based compensation plans, related expenses and assumptions
used in the Black-Scholes option pricing model are more fully described in Note 8 to these
unaudited consolidated financial statements. The estimated fair value of stock-based compensation
awards on the date of grant is amortized on a straight-line basis over the requisite service
period. Stock-based compensation expense is recorded within cost of revenue, sales and marketing,
research and development, and general and administrative expenses.
The following table sets forth the total stock-based compensation expense included in the
unaudited consolidated statements of operations for the three months ended March 31, 2011 and 2010:
Three Months Ended March 31, | ||||||||
2011 | 2010 | |||||||
Cost of revenue |
$ | 96 | $ | 26 | ||||
Sales and marketing |
849 | 260 | ||||||
Research and development |
42 | 21 | ||||||
General and administrative |
513 | 193 | ||||||
$ | 1,500 | $ | 500 | |||||
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Net Loss Attributable to Common Share
The following table
sets forth the computation of basic and diluted net loss per common share for the periods indicated:
Three Months Ended March 31, | ||||||||
2011 | 2010 | |||||||
Basic and diluted net loss per common share calculation: |
||||||||
Net loss attributable to common shares |
$ | (4,573 | ) | $ | (119 | ) | ||
Weighted average common shares outstanding |
79,234,069 | 16,846,798 | ||||||
Basic and diluted net loss per common share |
$ | (0.06 | ) | $ | (0.01 | ) | ||
Diluted net loss per common share for the periods presented does not reflect the
following potential common shares as the effect would be anti-dilutive:
Three Months Ended March 31, | ||||||||
2011 | 2010 | |||||||
Common stock options |
11,114,855 | 12,441,041 | ||||||
Restricted stock units |
40,820 | | ||||||
Common stock warrants |
| 474,282 | ||||||
11,155,675 | 12,915,323 | |||||||
Recent Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the Financial Accounting
Standards Board (FASB) or other standard setting bodies that are adopted by the Company as of the
specified effective date. Unless otherwise discussed, we believe that the impact of recently issued
standards that are not yet effective will not have a material impact on our financial position or
results of operations upon adoption.
In January 2010, the FASB updated the accounting guidance related to fair value measurements
disclosures. The updated guidance (i) requires separate disclosure of significant transfers in and
out of Level 1 and Level 2 fair value measurements, (ii) requires disclosure of Level 3 fair value
measurements activity on a gross basis, (iii) clarifies existing disaggregation requirements, and
(iv) clarifies existing input and valuation technique disclosure requirements. The updated guidance
was effective for the Company for interim or annual periods beginning after January 1, 2010, except
for Level 3 fair value measurement disclosure requirements, which are effective for fiscal years
beginning after January 1, 2011. The Company adopted the aspects of the guidance on January 1, 2010
and adopted the remaining guidance on January 1, 2011. The adoption of the guidance had no material
impact on the consolidated financial statements.
(3) Acquisitions
On January 22, 2010, the Company completed its acquisition of Syllogic Corporation for total
consideration of $1.1 million. The purchase price consisted of 120,000 shares of common stock
valued at $0.6 million and contingent cash consideration of $0.5 million, which is estimated to be
paid out over a four year period. The total maximum contingent cash consideration that could be
paid pursuant to the agreement is $0.8 million. The Company paid $0.1 million through March 31,
2011, based on achievement of certain financial targets.
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(4) Goodwill and Other Intangible Assets
The following table provides information regarding the Companys intangible assets subject to
amortization:
March 31, 2011 | December 31, 2010 | |||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | |||||||||||||||||||
Amount | Amortization | Amount | Amount | Amortization | Amount | |||||||||||||||||||
Purchased technology |
$ | 214 | $ | (182 | ) | $ | 32 | $ | 200 | $ | (160 | ) | $ | 40 | ||||||||||
Customer
relationships and other identified intangible assets |
765 | (447 | ) | 318 | 735 | (387 | ) | 348 | ||||||||||||||||
Total |
$ | 979 | $ | (629 | ) | $ | 350 | $ | 935 | $ | (547 | ) | $ | 388 | ||||||||||
The cost of finite-lived intangible assets is amortized on a straight-line basis over their
estimated useful lives of five years. Amortization of intangible assets was $0.1 million and $0.1
million for the three months ended March 31, 2011 and 2010, respectively. The estimated aggregate
amortization expense for each of the succeeding years is as follows: $0.1 million for the remainder
of 2011 and $0.2 million in 2012. The Company evaluates the useful lives of these assets quarterly
and tests for impairments whenever events or changes in circumstances occur that could impact the
recoverability of these assets.
The change in goodwill
in the unaudited consolidated balance sheet during the three months ended March 31, 2011 was due to foreign currency
translation.
(5) Fair Value Measurements
The Company evaluates assets and liabilities subject to fair value measurements on a recurring
and nonrecurring basis to determine the appropriate level to classify them for each reporting
period. This determination requires significant judgments to be made by the Company. The Company estimated
the fair value of the Syllogic Corporation contingency using a probability-weighted discount cash
flow model. This contingency is more fully described in Note 3 to
these unaudited consolidated financial statements. This fair value was classified as Level 3 because it was based on significant
observable inputs that are supported by little or no market activity and reflect our own
assumptions. There were no material changes in fair value from December 31, 2010 to March 31, 2011.
Assets and liabilities that are measured at fair value on a non-recurring basis include
intangible assets and goodwill. These items are recognized at fair value when they are considered
to be impaired. During the three months ended March 31, 2011 and the year ended December 31, 2010,
there were no fair value adjustments for assets and liabilities measured on a non-recurring basis.
(6) Benefit for Income Taxes
The effective tax rate for the three months ended March 31, 2011 was a benefit of 29.1%
compared to a benefit of 27.9% in the prior-year period. The Companys benefit for income taxes was based on
our estimated annual effective tax rate adjusted for the recognition of discrete items. The Companys
estimated annual effective tax rate principally includes the U.S. federal statutory rate, state
income taxes and the impact of foreign income taxed at different rates. The Company operates in an
international environment with significant operations in various locations outside the U.S.
Accordingly, the consolidated income tax rate is a composite rate reflecting the Companys
income (loss) and the applicable tax rate in the various locations where the Company operates.
(7) Business and Geographic Segment Information
The Company currently operates in one business segment, namely, the development,
commercialization and implementation of software products and related services. The Company is
managed and operated as one business. A single management team that reports to the chief operating
decision maker comprehensively manages the entire business. The Company does not operate any
material separate lines of business or separate business entities with respect to its products or
product development. Accordingly, the Company views its business and manages its operations as one
reportable segment.
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The following
geographic data includes revenues generated by subsidiaries located within
that geographic area. The Companys revenues were generated in the following geographic
regions:
Three Months Ended March 31, | ||||||||
2011 | 2010 | |||||||
The Americas |
$ | 20,636 | $ | 12,751 | ||||
Europe |
37,267 | 27,263 | ||||||
Rest of world |
5,116 | 3,751 | ||||||
$ | 63,019 | $ | 43,765 | |||||
(8) Stock-Based Compensation
Common Stock Options
The following provides a summary of the common stock option activity for the Company as of the
three months ended March 31, 2011:
Weighted- | ||||||||||||||||
Average | ||||||||||||||||
Weighted- | Remaining | |||||||||||||||
Number of | Average | Contractual | Aggregrate | |||||||||||||
Shares | Exercise Price | Term (Years) | Intrinsic Value | |||||||||||||
Outstanding as of January 1, 2011 |
12,053,445 | $ | 2.95 | 6.71 | ||||||||||||
Granted |
939,000 | $ | 23.44 | | ||||||||||||
Exercised |
(1,813,910 | ) | $ | 1.33 | | |||||||||||
Forfeited |
(63,680 | ) | $ | 9.35 | | |||||||||||
Outstanding as of March 31, 2011 |
11,114,855 | $ | 4.90 | 6.81 | $ | 234,525 | ||||||||||
Exercisable at March 31, 2011 |
6,175,584 | $ | 1.57 | 5.57 | $ | 150,870 | ||||||||||
Vested and expected to vest at March 31, 2011 |
10,546,839 | $ | 4.92 | 6.80 | $ | 222,327 |
The Companys 2010 Equity Incentive Plan (2010 Plan) took effect on the effective date
of the registration statement, July 16, 2010, for the Companys initial public offering (IPO).
The Company initially reserved 3,300,000 shares of its common stock for issuance under the 2010
Plan. The number of shares reserved for issuance under the 2010 Plan will be increased
automatically on January 1st of each year, starting with 2011, by a number equal to the smallest of
(i) 3,300,000 shares; (ii) 3.75% of the shares of common stock outstanding at that time; or (iii) a number
of shares determined by the Companys board of directors. In February 2011, the Board of Directors of
the Company authorized an automatic increase to the 2010 Plan equal to 2,952,968 shares. As of
March 31, 2011, there were 4,685,248 shares available for issuance under the 2010 Plan.
For the three months ended March 31, 2011 and 2010, the Company issued common stock options
exercisable for 939,000 and 525,500 shares, respectively, to employees and non-employee directors.
The grant date weighted-average fair value per common stock option for the three months ended March
31, 2011 and 2010 was $11.37 and $2.65, respectively.
Proceeds from the exercise of common stock options were $2.4 million and $0.2 million for the
three months ended March 31, 2011 and 2010, respectively. The total intrinsic value of common stock
options exercised during the three months ended March 31, 2011 and 2010 was $40.4 million and $1.2
million, respectively. For the three months ended March 31, 2011, the Company has not recognized
the excess tax benefits on stock options exercised. The excess tax benefit will be recorded to additional
paid-in-capital when realized. The Company recognized an excess tax benefit on exercises for
the three months ended March 31, 2010 of $0.2 million.
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The assumptions used in the Black-Scholes option pricing model are:
Three Months Ended March 31, | ||||
2011 | 2010 | |||
Expected dividend yield |
0.0% | 0.0% | ||
Risk-free interest rate |
2.4% 2.7% | 1.9% 2.7% | ||
Expected volatility |
46.7% 47.0% | 48.7% 50.2% | ||
Expected life (Swedish grants, in years) |
4 | 4 | ||
Expected life (all other grants, in years) |
6.25 | 6.25 |
For the three months ended March 31, 2011 and 2010, the Company recorded stock-based
compensation expenses of $1.4 million and $0.5 million, respectively, related to common stock
options.
As of March 31, 2011, there was $18.0 million of total unrecognized compensation cost, net of
estimated forfeitures, related to non-vested employee and non-employee director common stock
options.
Restricted Stock Units
The following provides a summary of the restricted stock unit activity for the Company as of
the three months ended March 31, 2011:
Number of | Weighted- Average Grant Date |
Aggregrate | |||||||||
Shares | Fair Value | Intrinsic Value | |||||||||
Outstanding as of January 1, 2011 |
40,820 | $ | 11.02 | ||||||||
Granted |
| | |||||||||
Vested |
| | |||||||||
Forfeited |
| | |||||||||
Unvested as of March 31, 2011 |
40,820 | $ | 11.02 | $ | 611 | ||||||
Vested and expected to vest at March 31, 2011 |
40,820 | $ | 11.02 | $ | 611 |
The Company grants restricted stock unit awards to its non-employee directors under the provisions of the 2010 Plan. The cost of a
restricted stock unit is determined using the fair value of the Companys common stock on the date of grant. A restricted stock unit award
entitles the holder to receive shares of the Companys common stock as the award vests. Vesting may be based on length of service, the
attainment of performance-based milestones, or a combination of both. Stock-based compensation expense is amortized on a straight-line basis
over the vesting period.
For the three months ended March 31, 2011, the Company recorded stock-based compensation
expenses of $0.1 million related to restricted stock units. For the three months ended March 31,
2010, there was no stock-based compensation expense related to restricted stock units.
As of March 31, 2011, there was $0.1 million of total unrecognized compensation cost, net of
estimated forfeitures, related to unvested restricted stock units.
This amount will be expensed during 2011.
(9) Commitments and Contingencies
The Company
anticipates occupying a new facility in Lund, Sweden during the second quarter of 2011 and, once
fully occupied, we will cease use of our current leased facility. As of March 31, 2011, our current
facility in Lund, Sweden has $2.7 million of lease payments remaining under the lease, which
expires September 30, 2013. We currently plan to sublease the current lease facility. If we are
not able to sublease our current facility at or near the current lease payment, we may incur a
charge at the cease-use date related to the remaining rent payments under the lease. We are unable
to estimate the amount of the potential charge related to abandoning this facility at this time.
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Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations |
The following discussion and analysis of our financial condition and results of operations
should be read in conjunction with the unaudited consolidated financial statements and the related
notes thereto included elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated
financial statements and notes thereto and managements discussion and analysis of financial
condition and results of operations for the year ended December 31, 2010 included in our Annual
Report on Form 10-K filed with the Securities and Exchange Commission, or SEC, on March 16, 2011.
This Quarterly Report on Form 10-Q contains forward-looking statements, including, but not limited
to, statements regarding the value and effectiveness of our products, the introduction of product
enhancements or additional products and our growth, expansion and market leadership, that involve
risks, uncertainties, assumptions, and other factors which, if they do not materialize or prove
correct, could cause our results to differ materially from those expressed or implied by such
forward-looking statements. All statements, other than statements of historical fact, are
statements that could be deemed forward-looking statements, including statements containing the
words predicts, plan, expects, anticipates, believes, goal, target, estimate,
potential, may, will, might, could, and similar words. We
intend all such forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements contained in Section 21E of the Securities Exchange Act of 1934, as
amended, or the Exchange Act, and the Private Securities Litigation Reform Act of 1995. Actual
results may differ materially from those projected in such statements due to various factors,
including but not limited to:
| risk and uncertainties inherent in our business; |
| our ability to attract new customers and retain existing customers; |
| our ability to effectively sell, service and support our products; |
| our ability to manage our international operations; |
| our ability to compete effectively; |
| our ability to develop and introduce new products and add-ons or enhancements
to existing products; |
| our ability to continue to promote and maintain our brand in a cost-effective
manner; |
| our ability to manage growth; |
| our ability to attract and retain key personnel; |
| the scope and validity of intellectual property rights applicable to our
products; |
| adverse economic conditions in general and adverse economic conditions
specifically affecting the markets in which we operate; and |
| other risks discussed in the section titled Risk Factors, set
forth in Part I, Item 1A of our Annual Report on Form 10-K, the section titled Risk Factors,
set forth in Part II, Item 1A of this Quarterly Report on Form 10-Q and elsewhere
in this Report. |
Past performance is not necessarily indicative of future results. There can be no
assurance that the actual results or developments anticipated by us will be realized or, even if
substantially realized, that they will have the expected consequences to, or effects on, us.
Therefore, no assurance can be given that the outcomes stated in such forward-looking statements
and estimates will be achieved.
The forward-looking statements in this Quarterly Report on Form 10-Q represent our views as of
the date of this Quarterly Report on Form 10-Q. We anticipate that subsequent events and
developments will cause our views to change. However, while we may elect to update these
forward-looking statements at some point in the future, we undertake no intention or obligation to
update or revise any forward-looking statements, whether as a result of new information, future
events or otherwise. You should, therefore, not rely on these forward-looking statements as
representing our views as of any date subsequent to the date of this Quarterly Report on Form
10-Q.
Introduction
Managements Discussion and Analysis of Financial Condition and Results of Operations is
provided to help provide an understanding of our financial condition and results of operations.
This item of
our Quarterly Report on Form 10-Q is organized as follows:
| Overview and Key Financial Metrics and Trends. This section provides a general
description of our business, the key financial metrics that we use in assessing our
performance, and anticipated trends that we expect to affect our financial condition and
results of operations. |
||
| Critical Accounting Policies and Estimates. This section discusses accounting policies
that are considered important to our financial condition and results of operations. The
accounting policies require significant judgment or require estimates on our part in
applying them. Our significant accounting policies, including those considered to be
critical accounting policies, are summarized in Note 2 to the unaudited consolidated
financial statements. |
||
| Consolidated Results of Operations. This section provides an analysis of our results
of operations for the three months ended March 31, 2011 and 2010. |
||
| Seasonality. This section discusses the seasonality in the sale of our products and
services. |
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| Liquidity and Capital Resources. This section provides an analysis of our cash flows
for the three months ended March 31, 2011 and 2010, a discussion of our capital
requirements, and the resources available to us to meet those requirements. |
||
| Contractual Obligations and Off-Balance Sheet Arrangements. This section discusses
contractual obligations and commitments and off-balance sheet arrangements expected to
have an impact on our liquidity and cash flow in future periods. |
||
| Inflation. This section discusses inflation that could impact our financial condition
and results of operations. |
||
| Recent Accounting Pronouncements. This section provides for recent accounting
pronouncements that could impact our financial condition and results of operations. |
Overview
We
have pioneered a powerful, user-driven business intelligence solution that enables
our customers to make better and faster business decisions. Our Business Discovery platform,
QlikView, combines enterprise-class analytics and search functionality with the simplicity and
ease-of-use found in office productivity software tools for a broad set of business users. QlikView
is powered by our in-memory associative search technology, which has utilized rapid advances in
computing power to yield significant improvement in flexibility and performance at a lower cost
than traditional business intelligence solutions. We have grown our customer base from over 4,000
active customers in 2006 to approximately 19,000 active customers as of March 31, 2011 and
increased our revenue at a 51% compound annual growth rate during the same period. We added an
average of approximately 400 new customers per month during fiscal year 2010. Our solution
addresses the needs of a diverse range of customers from middle market customers to large
enterprises such as Autodesk, Campbell Soup Company, Colonial Life, The Dannon Company, Inc.,
Heidelberger Druckmaschinen AG, ING, Kraft foods, Lifetime Brands, Nasdaq OMX, National Health
Service (NHS), Qualcomm, Symantec and Volvo Car UK Limited. We currently have customers in over 100
countries, and approximately 72% and 75% of our revenue for the three months ended March 31, 2011 and
2010, respectively, were derived internationally.
We have a differentiated business model designed to accelerate the adoption of our product by
reducing the time and cost to purchase and implement our software. Our low risk approach to product
sales, which offers free product downloads to individuals and a 30-day money back guarantee upon
purchase, provides a needed alternative to costly, all-or-nothing, traditional business
intelligence models. We initially focus on specific business users or departments within a
prospective customers organization and seek to solve a targeted business need. After demonstrating
QlikViews benefits to initial adopters within an
organization, we work to expand sales of our product to other business units, geographies and
use cases with the long-term goal of broad organizational deployment.
We license QlikView under perpetual licenses which include one year of maintenance as part of
the initial purchase price of the product. Our customers can renew, and generally have renewed,
their maintenance agreements for a fee that is based upon a percentage of the initial license fee
paid. For the fiscal year ended December 31, 2010, our total revenue was comprised of 64% license
revenue, 26% maintenance revenue, and 10% professional services revenue. For the three months ended
March 31, 2011, our total revenue was comprised of 60% license revenue, 31% maintenance revenue and
9% professional services revenue. We have a diversified distribution model that consists of a
direct sales force and a partner network of resellers, OEM relationships and systems integrators
which accounted for more than 50% of our total product license and first years maintenance
billings during the three months ended March 31, 2011 and 2010. Additionally, our online
QlikCommunity provides us with a loyal and growing network of users who promote our software,
provide support for other users and contribute valuable insights and feedback for our product
development efforts.
To complement QlikView, we have developed a differentiated business model that has the
following attributes:
| Broad User Focus marketing and selling QlikView directly to the business user
by providing an easy-to-use platform that can be used with minimal training. |
||
| Low Risk Rapid Product Adoption providing a low risk alternative to costly,
all-or-nothing, enterprise-wide deployment requirements. |
||
| Land and Expand Customer Penetration initially targeting business users in an
organization to create a loyal user base that promotes broad adoption of our software
platform across an organization. |
||
| Globally Diversified Distribution Model employing a multi-pronged international
sales approach that leverages a direct sales force and partner network. |
||
| Community-Based Marketing and Support augmenting our development, marketing and
support efforts through our online QlikCommunity. |
In evaluating our operating results we focus on the productivity of our sales force, the
effectiveness of our local and corporate level marketing, our ability to close opportunities
generated by our marketing leads and the competitiveness of our technology. In each of these areas,
we have taken steps designed to improve our operating results, including undertaking additional
sales training for our sales representatives, hiring more experienced regional sales management,
investing further in our corporate website to improve its use as an effective lead generative tool,
developing a partner enablement program to focus on the results of our sales partners around the
world and expanding our research and development staff with a focus on testing and quality
assurance.
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From a risk perspective, we have had to deal with the impact of the recessionary global
environment during the past several years, although we anticipate that the negative impact of these
conditions will continue to moderate. We have faced pricing pressure from some of our larger
competitors to which we have attempted to respond by focusing on the value delivered by QlikView in
comparison to more traditional business intelligence products, and we believe that this has helped
to minimize the loss of potential new business and existing customers from this pressure. Also, the rapid growth in our
business has required the continued hiring of experienced staff across all of our geographic
territories. To aid this effort we have focused on improving our local recruiting initiatives, as
well as developing further internal training programs to prepare executives for greater
responsibilities.
We were founded in Sweden in 1993. From 1993 until 1999, our activities were focused on
software research and development that resulted in QlikViews core technology, and from 1999 until
2004 we focused on the commercialization of our technology primarily in the Nordic market and
limited regions of Europe. In late 2004, we reincorporated in Delaware and began to broaden our
marketing and sales activities in the U.S. and continued our expansion globally.
Key Financial Metrics and Trends
Revenues
Our revenue is comprised of license, maintenance and professional services. We license our
software under perpetual licenses which include one year of maintenance as part of the initial
purchase price of the product. License revenue reflects the revenue recognized from sales of
licenses to new customers and additional licenses to existing customers. Historically, the majority
of our license revenues have come from new customers. However, going forward we seek to increase
the contribution from existing customers based upon our land and expand sales strategy. Customers
can renew, and generally have renewed, their maintenance agreements for a fee that is based upon a
percentage of the initial license fee paid. Current customers with maintenance agreements are
entitled to receive unspecified upgrades and enhancements when and if they become available. We
have experienced growth in maintenance revenue primarily due to increased license sales and growth
in our customer base and high retention of those customers. In 2010, our annual maintenance renewal
rates exceeded 85%. Professional services revenue is comprised of training, installation and other
consulting revenues. Given the ease of implementation of our product and our relationship with our
partners, professional services revenue for the three months ended March 31, 2011 and 2010 was
approximately 9% of total revenue. We do not expect that proportion to change significantly during
the near term. Prior to 2009, we generated the majority of sales through our direct sales channel
rather than through our partner network. However, the contribution from our partner network
continues to grow, and we anticipate that revenues from partners will continue to be more than 50% of
total revenues. Given the size of the U.S. market and our current limited penetration there, we
expect that the U.S. will represent our largest growth opportunity during the near term and will
likely be an important contributor to future revenue growth. Due to the global diversity of our
customer base, our results are impacted by movements in the currencies of the major territories in
which we operate. The primary currencies impacting results are the U.S. dollar (our functional
currency), the Swedish kronor, the euro and the British pound. Inflation and changing prices had
no material effect on our sales, revenue or operating income (loss) from continuing operations
during the three months ended March 31, 2011 and 2010.
Cost of Revenue
Cost of revenue primarily consists of personnel costs, fees paid to subcontractors providing
technical support services, referral fees paid to third parties in connection with software license
sales and other discrete professional services. Personnel costs include salaries, employee benefit
and social costs, bonuses, stock-based compensation and direct overhead.
Operating Expenses
We classify our operating expenses into three categories: sales and marketing, research and
development and general and administrative. Our operating expenses primarily consist of personnel
costs, travel costs, sales commissions, marketing program costs, facilities, legal, accounting,
consulting and other professional services costs and depreciation and amortization. Personnel
costs include salaries, employee benefit and social costs, bonuses, stock-based compensation and
direct overhead. Historically, we have focused on the continued growth of our license revenues, and
as a result, sales and marketing has represented the largest amount of total expenses both in
absolute dollar terms and as a percentage of total revenues. Going forward, we expect to drive
greater efficiencies from this cost base and consequently expect that sales and marketing as a
percentage of revenues will decline in the long term. Conversely, we project that research and
development expenses will remain constant or grow as a percentage of total revenues as we continue
to invest in future product enhancements and new products.
Sales and Marketing. Sales and marketing expenses primarily consist of personnel costs for
our sales, marketing and business development employees and executives; commissions
earned by our sales personnel; travel costs; facilities costs attributable to our sales and marketing personnel;
the cost of marketing programs; the cost of employee training programs; and the cost of business development programs. We expect to
continue to hire additional sales personnel in the U.S. and in our international locations during
2011.
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Research and Development. Research and development expenses primarily consist of personnel
and facility costs for our research and development and product marketing employees. We have
devoted our development efforts primarily to enhancing the functionality and expanding the
capabilities of our software platform, including, for example, the development of our QlikView
mobile client (released in 2009). We expect that our research and development expenses will
continue to increase in absolute dollars and as a percentage of revenue in the long term as we
increase our research and development and product marketing headcount to further strengthen and
enhance our software platform. The vast majority of our research and development staff is based in
Lund, Sweden.
General and Administrative. General and administrative expenses primarily consist of
personnel costs for our executive, finance, legal, human resources and administrative personnel,
as well as the cost of facilities attributable to general and administrative operations, the cost
of our annual employee summit, the cost of employee training programs, depreciation and amortization, legal, accounting, and other
professional services fees and other corporate expenses. We incurred additional costs in the first
quarter of 2011 and 2010 and expect to continue to incur higher costs associated with being a
public company, including higher legal, directors and officers insurance and accounting expenses,
as well as the additional costs of achieving and then maintaining compliance with Section 404 of
the Sarbanes-Oxley Act and related regulations. We also expect that general and administrative
expenses will continue to increase in absolute dollars because of our efforts to expand our
international operations, but we believe over time general and administrative costs will decline as
a percentage of revenues as we expect to derive greater efficiencies from our corporate
infrastructure.
Stock-Based Compensation. Stock-based compensation expense is based on the fair value of
those awards at the date of grant. We use the Black-Scholes-Merton (Black-Scholes) option pricing
model to determine the fair value of common stock option awards. The fair value of a restricted stock unit
is determined by using the fair value of the Companys common stock on the date of grant. The
estimated fair value of stock-based compensation awards on the date of grant is amortized on a
straight-line basis over the requisite service period. Stock-based compensation expense is recorded
within cost of revenue, sales and marketing, research and development, and general and
administrative expenses.
Other Income (Expense), net
Other income (expense), net primarily consists of net interest, foreign exchange gains
(losses) and other income or expense. Net interest represents interest income received on our cash
and cash equivalents and interest expense associated with previously outstanding debt. Foreign
exchange gains (losses) relate to the business activities in foreign countries and the
re-measurement of intercompany transactions denominated in currencies other than our functional
reporting currency, the U.S. dollar. As a result of our business activities in foreign countries,
we expect that foreign exchange gains (losses) will continue to occur due to fluctuations in
exchange rates in the countries where we do business.
Provision (Benefit) for Income Taxes
Provision (benefit) for income taxes primarily consists of corporate income taxes related to
income (losses) at our U.S. and international subsidiaries. The provision (benefit) includes
amounts for federal, state and foreign income taxes.
Impact of Foreign Currency Translation
Approximately 68% and 71% of our operating revenues for the three months ended March 31, 2011
and 2010 were earned in foreign denominated currencies, including the Swedish kronor, euro and
British pound. We expect that our exposure to foreign currency exchange risk will increase to the
extent we are able to continue to expand our business internationally. For purposes of our
consolidated financial
statements, local currency assets and liabilities are translated at the rate of exchange to
the U.S. dollar on the balance sheet date and local currency revenues and expenses are translated
at average rates of exchange to the U.S. dollar during the reporting period. Foreign currency
transaction gains (losses) have been reflected as a component of our results from net income (loss)
and foreign currency translation gains (losses) have been included as a component of accumulated
other comprehensive income (loss).
Our operating results for the three months ended March 31, 2011 were negatively impacted by
the general weakening of the U.S. dollar relative to the euro, the British pound and the Swedish
kronor.
Critical Accounting Policies and Estimates
We prepare our consolidated financial statements in accordance with U.S. GAAP. The preparation
of consolidated financial statements also requires us to make estimates and assumptions that affect
the reported amounts of assets, liabilities, revenue, costs and expenses, and related disclosures.
We base our estimates on historical experience and on various other assumptions that we believe to
be reasonable under the circumstances. Actual results could differ significantly from the estimates
made by our management. To the extent that there are differences between our estimates and actual
results, our future financial statement presentation, financial condition, results of operations,
and cash flows will be affected. We believe that these accounting policies are critical to
understanding our historical and future performance, as these policies relate to the more
significant areas involving managements judgments and estimates. The Companys significant
accounting policies are disclosed in the audited consolidated financial statements for the year
ended December 31, 2010 included in the Companys Annual Report on Form 10-K (file number
001-34803), filed with the SEC on March 16, 2011. Since the date of those financial statements,
there have been no material changes to our critical accounting policies and use of estimates.
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Consolidated Results of Operations
Comparison of the Three Months Ended March 31, 2011 and 2010
Revenue
The following table sets forth revenue by source:
Three Months Ended March 31, | ||||||||||||||||||||||||
2011 | 2010 | |||||||||||||||||||||||
Percentage | Percentage | Period to Period | ||||||||||||||||||||||
Amount | of Revenue | Amount | of Revenue | Change | ||||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
(dollars in thousands) | ||||||||||||||||||||||||
Revenue: |
||||||||||||||||||||||||
License revenue |
$ | 37,885 | 60.2 | % | $ | 26,222 | 59.9 | % | $ | 11,663 | 44.5 | % | ||||||||||||
Maintenance revenue |
19,377 | 30.7 | % | 13,069 | 29.9 | % | 6,308 | 48.3 | % | |||||||||||||||
Professional services revenue |
5,757 | 9.1 | % | 4,474 | 10.2 | % | 1,283 | 28.7 | % | |||||||||||||||
Total revenue |
$ | 63,019 | 100.0 | % | $ | 43,765 | 100.0 | % | $ | 19,254 | 44.0 | % | ||||||||||||
Revenue was $63.0 million for the three months ended March 31, 2011 compared to $43.8
million for the three months ended March 31, 2010, an increase of $19.2 million, or 44.0%. License
revenue grew by approximately $11.7 million, or 44.5%. All territories reported strong revenue
growth, particularly the Americas (includes North America and South America), Benelux (includes
Netherlands, Luxembourg and Eastern Europe), the United Kingdom and Nordic region (includes Sweden,
Denmark, Finland and Norway), which grew by 62%, 51%, 44% and 32% and contributed an incremental
$14.5 million in total revenue. There was no material change in the pricing for our product during
the three months ended March 31, 2011. Revenue growth was achieved primarily due to volume growth
as more customers acquired our product for the first time, along with additional license purchases
by our existing customers. In addition, we closed 82 contracts that had total license and first
years maintenance exceeding $100,000, compared to 68 for the same period last year. Amounts
invoiced to existing customers during the three months ended March 31, 2011 as compared to the
three months ended March 31, 2010 represented a larger share of total billings, approximately 69%,
resulting from our land and expand sales strategy. Billings from our indirect partner channel for
license and first year maintenance were 51% of total license and first year maintenance billings for the three months ended
March 31, 2011. We believe that an improving global economic outlook during the three months ended
March 31, 2011 also contributed to higher revenues as customer demand and their willingness to
invest in information technology compared to the same period last year.
Maintenance revenues grew by approximately 48.3% in the three months ended March 31, 2011 as compared
to the three months ended March 31, 2010 driven by annual maintenance renewal rates of
greater than 85%. Professional services revenue grew by 28.7% in the three months ended March 31,
2011 compared to the three months ended March 31, 2010 due to growth in consulting and training
revenue, resulting from an increase in our customer base. The revenue growth in the three months
ended March 31, 2011 as compared to the three months ended March 31, 2010 may not be indicative of
our future revenue growth, if any.
15
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Cost of Revenue and Gross Profit
The following table sets forth cost of revenue and gross profit for each revenue source:
Three Months Ended March 31, | ||||||||||||||||||||||||
2011 | 2010 | |||||||||||||||||||||||
Percentage | Percentage | Period to Period | ||||||||||||||||||||||
Amount | of Revenue | Amount | of Revenue | Change | ||||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
(dollars in thousands) | ||||||||||||||||||||||||
Cost of Revenue: |
||||||||||||||||||||||||
Cost of license revenue |
$ | 915 | 2.4 | % | $ | 679 | 2.6 | % | $ | 236 | 34.8 | % | ||||||||||||
Cost of maintenance revenue |
1,541 | 8.0 | % | 695 | 5.3 | % | 846 | 121.7 | % | |||||||||||||||
Cost of professional services revenue |
5,199 | 90.3 | % | 2,912 | 65.1 | % | 2,287 | 78.5 | % | |||||||||||||||
Total cost of revenue |
$ | 7,655 | 12.1 | % | $ | 4,286 | 9.8 | % | $ | 3,369 | 78.6 | % | ||||||||||||
Gross Profit: |
||||||||||||||||||||||||
License revenue |
$ | 36,970 | 97.6 | % | $ | 25,543 | 97.4 | % | $ | 11,427 | 44.7 | % | ||||||||||||
Maintenance revenue |
17,836 | 92.0 | % | 12,374 | 94.7 | % | 5,462 | 44.1 | % | |||||||||||||||
Professional services revenue |
558 | 9.7 | % | 1,562 | 34.9 | % | (1,004 | ) | -64.3 | % | ||||||||||||||
Total gross profit |
$ | 55,364 | 87.9 | % | $ | 39,479 | 90.2 | % | $ | 15,885 | 40.2 | % | ||||||||||||
Cost of revenue was $7.7 million for the three months ended March 31, 2011 compared to
$4.3 million for the three months ended March 31, 2010, an increase of $3.4 million, or 78.6%. Cost
of license revenue largely consists of referral fees paid to third parties in connection with
software license sales. Referral fees increased $0.2 million for the three months ended March 31,
2011 as compared to the three months ended March 31, 2010. Cost of maintenance revenue increased
$0.8 million for the three months ended March 31, 2011 as compared to same period in 2010. In
anticipation of continued growth in our current customer base, we increased headcount in our
support organization which increased personnel costs by $0.6 million (including a $0.1 million increase in for
stock-based compensation) for the three months ended March 31, 2011 as compared to the same period
in 2010. In addition, other cost of maintenance revenue increased $0.2 million for the three months
ended March 31, 2011 as compared to the same period in 2010. Cost of professional services revenue
increased by $2.3 million in the three months ended March 31, 2011 as compared to the three months
ended March 31, 2010 largely due to increased personnel costs of $1.6 million, increased
consulting and other cost of professional services of $0.5 million and increased travel expenses of
$0.2 million. The decrease in our gross profit during the three months ended March 31, 2011 as
compared to the three months ended March 31, 2010 may not be indicative of our future gross profit
growth, if any.
Operating Expenses
The following table sets forth operating expenses as a percentage of revenue:
Three Months Ended March 31, | ||||||||||||||||||||||||
2011 | 2010 | |||||||||||||||||||||||
Percentage | Percentage | Period to Period | ||||||||||||||||||||||
Amount | of Revenue | Amount | of Revenue | Change | ||||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||
(dollars in thousands) | ||||||||||||||||||||||||
Operating expenses: |
||||||||||||||||||||||||
Sales and marketing |
$ | 37,672 | 59.8 | % | $ | 25,413 | 58.0 | % | $ | 12,259 | 48.2 | % | ||||||||||||
Research and development |
5,312 | 8.4 | % | 2,664 | 6.1 | % | 2,648 | 99.4 | % | |||||||||||||||
General and administrative |
17,389 | 27.6 | % | 9,393 | 21.5 | % | 7,996 | 85.1 | % | |||||||||||||||
Total operating expenses |
$ | 60,373 | 95.8 | % | $ | 37,470 | 85.6 | % | $ | 22,903 | 61.1 | % | ||||||||||||
Sales and
Marketing. Sales and marketing expenses increased $12.3 million, or 48.2% in the
three months ended March 31, 2011 as compared to the three months ended March 31, 2010
reflecting increased personnel costs related to higher employee headcount and variable compensation
as sales activity continued to increase. Our direct sales force headcount increased 53% as of March
31, 2011 compared to March 31, 2010. The increase in sales and marketing expenses was primarily
attributable to an increase in personnel and commission costs of $8.6 million (including a $0.6
million increase in stock-based compensation) for the three months ended March 31, 2011 as compared
to the three months ended March 31, 2010. In addition, we had an increase in consulting and other
sales and marketing costs of $1.6 million, an increase in travel expenses of $1.1 million and an
increase in marketing costs of $1.0 million. During the second half of 2010, we formed our North
American inside sales team, which represented incremental costs of $0.6 million during the three
months ended March 31, 2011 as compared to the three months ended March 31, 2010.
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Research and Development. Research and development expenses grew by approximately $2.6
million or 99.4% during the three months ended March 31, 2011 as compared to the three months ended
March 31, 2010. The increase was attributable to higher personnel costs of $1.8 million as a result
of the increase in our headcount in research and development, including $0.2 million due to changes
in the value of the Swedish kronor as the vast majority of our research and development staff is
based in Lund, Sweden, and an increase in other expenses such as facilities and travel related to a
larger research and development function of $0.8 million.
General and Administrative. General and administrative expenses were $17.4 million for the
three months ended March 31, 2011 compared to $9.4 million for the three months ended March 31,
2010, an increase of $8.0 million, or 85.1%. This increase was due to other general and
administrative costs of $3.0 million, primarily professional fees, such as legal and information
technology consulting, as we expand our infrastructure to support anticipated global growth. We had
an increase in personnel costs of $2.4 million (including a $0.3 million increase in stock-based
compensation) to build out our corporate level functions to support anticipated global growth and
meet the demands and compliance responsibilities of a U.S. public company. This increase was also
due to a $1.5 million increase in travel expenses primarily related to our annual employee summit
and increase in headcount. In addition, we had an increase in public company costs, such as
accounting and legal fees and directors and officers insurance, of $0.9 million and an increase in
facility and infrastructure costs of $0.2 million to support international expansion in the
three months ended March 31, 2011 as compared to the three months ended March 31, 2010.
Other Expense, net. Other expense was $1.4 million for the three months ended March 31, 2011
compared to expense of $2.2 million for the three months ended March 31, 2010. During the three
months ended March 31, 2011, we had foreign exchange losses and other expenses of $1.5 million
offset by net interest income of $0.1 million. During the three months ended March 31, 2010, we had
foreign exchange losses and other expenses of $1.4 million, expense due to the change in the fair
value of stock warrants of $0.6 million and net interest expense of $0.2 million. The change in the
fair value of stock warrants decreased due to the reclassification of the warrant liability to
additional paid-in-capital upon the effectiveness of our IPO in July 2010. Net interest expense
decreased primarily due to the repayment in full of the principal, accrued interest and prepayment
penalty of our previously outstanding note payable balance in July
2010.
Benefit for Income Taxes. The effective tax rate for the three months ended March 31, 2011 was
a benefit of 29.1% compared to a benefit of 27.9% in the prior-year period. Our benefit for income
taxes was based on our estimated annual effective tax rate adjusted for the recognition of discrete
items. Our estimated annual effective tax rate principally includes the U.S. federal statutory
rate, state income taxes and the impact of foreign income taxed at different rates. We operate
in an international environment with significant operations in various locations outside
the U.S. Accordingly, the consolidated income tax rate is a composite rate reflecting our
income (loss) and the applicable tax rate in the various locations where we operate.
Seasonality
Our quarterly results reflect seasonality in the sale of our products and services.
Historically, a pattern of increased license sales in the fourth quarter has positively impacted
sales activity in that period which can make it difficult to achieve sequential revenue growth in
the first quarter. Similarly, our gross margins and operating income have been affected by these
historical trends because the majority of our expenses are relatively fixed in the near-term. The
timing of revenues in relation to our expenses, much of which does not vary directly with revenue,
has an impact on the cost of revenue, sales and marketing expense, research and development
expense, and general and administrative expense as a percentage of revenue in each calendar quarter
during the year. The majority of our expenses are personnel-related and include salaries,
stock-based compensation, benefits, and incentive-based compensation plan expenses. As a result, we
have not experienced significant seasonal fluctuations in the timing of expenses from period to
period, other than an increase in general and administrative expenses during the first quarter of
each year as a result of our annual employee summit and an increase in sales and marketing expenses
in the second quarter of each year due to our annual partner event. On a quarterly basis, we have
usually generated the majority of our revenues in the final month of each quarter and a significant
amount in the last two weeks of a quarter. We believe this is due to customer buying patterns
typical in this industry. Although these seasonal factors are common in the technology sector,
historical patterns should not be considered a reliable indicator of our future sales activity or
performance.
Liquidity and Capital Resources
Since our inception, we have financed our operations through the sale of preferred stock and
common stock, cash flows generated by operations and borrowings under debt instruments. As of March
31, 2011, we had cash and cash equivalents totaling $176.8 million, net accounts receivable of
$63.2 million, and $149.5 million of working capital.
We believe that our existing cash and cash equivalents and our cash flow from operations will
be sufficient to fund our operations and our capital expenditures for at least the next 12 months.
Our future capital requirements will depend on many factors, including our rate of revenue growth,
the expansion of our sales and marketing activities, the timing and extent of spending to support
product development efforts and expansion into new territories, the timing of introductions of new
software products and enhancements to existing software products and the continuing market
acceptance of our software offerings. We may from time to time enter into agreements, arrangements,
or letters of intent regarding potential investments in, or acquisitions of, complementary businesses,
applications or technologies, we may enter into these types of arrangements, which could require us
to seek additional equity or debt financing. Additional funds may not be available on terms
favorable to us or at all.
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Since July 2010, we have been
incurring costs as a public company that we had not previously incurred,
including, but not limited to, costs and expenses for directors fees, increased directors and
officers insurance, investor relations fees, expenses for compliance with the Sarbanes-Oxley Act of
2002 and rules implemented by the SEC and Nasdaq, the exchange on which our common stock is listed,
and various other costs. The Sarbanes-Oxley Act of 2002 requires annual management assessment of
the effectiveness of our internal control over financial reporting.
The following table shows selected balance sheet data as well as our cash flows from operating
activities, investing activities, and financing activities for the stated periods:
March 31, | December 31, | |||||||
2011 | 2010 | |||||||
(unaudited) | ||||||||
(dollars in thousands) | ||||||||
Cash and cash equivalents |
$ | 176,790 | $ | 158,712 | ||||
Accounts receivable, net |
63,196 | 85,364 |
Three Months Ended March 31, | ||||||||
2011 | 2010 | |||||||
(unaudited) | ||||||||
(dollars in thousands) | ||||||||
Cash flow activities |
||||||||
Net cash provided by operating activities |
$ | 14,115 | $ | 15,414 | ||||
Net cash used in investing activities |
(1,074 | ) | (158 | ) | ||||
Net cash provided by (used in) financing activities |
2,415 | (1,523 | ) |
Cash and Cash Equivalents
Our cash and cash equivalents at March 31, 2011 were held for working capital purposes and
were invested primarily in bank deposits and money market accounts having less than 90 day
maturities. We do not enter into investments for trading or speculative purposes. These balances
could be impacted if the underlying depository institutions or the guarantors fail or could be
subject to adverse conditions in the financial markets. We can provide no assurances that access to
our funds will not be impacted by adverse conditions in the financial markets.
Accounts Receivable, net
Our accounts receivable balance fluctuates from period to period which affects our cash flow
from operating activities. The fluctuations vary depending on the timing of our service delivery
and billing activity, cash collections and changes to our allowance for doubtful accounts. Our
allowance for doubtful accounts represents our best estimate of the amount of probable credit
losses. To date, we have not incurred any significant write-offs of accounts receivable.
Cash Flows
Operating Activities
Net cash provided by operating activities was $14.1 million for the three months ended March
31, 2011. We incurred non-cash expenses totaling $0.8 million for the three months ended March 31,
2011. Non-cash expenses primarily consisted of stock-based compensation expense, provisions for bad
debt, unrealized foreign currency gains and losses, and depreciation and amortization expense.
The change in certain assets and liabilities resulted in a net source of cash of $17.9 million
for the three months ended March 31, 2011. Cash provided by operating activities is driven by sales
of our products. Collection of accounts receivable from the product sales is a significant
component of our cash flows from operating activities, as is the change in deferred revenue related
to these sales.
Net cash provided by operating activities was $15.4 million for the three months ended March
31, 2010. We incurred non-cash expenses totaling $2.6 million for the three months ended March 31,
2010. Non-cash expenses primarily consisted of stock-based compensation expense, provisions for bad
debt, change in the fair value of warrants, unrealized foreign currency gains and losses, and
depreciation and amortization expense.
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The change in certain assets and liabilities resulted in a net source of cash of $12.9 million
for the three months ended March 31, 2010. Cash provided by operating activities is driven by sales
of our software offerings. Collection of accounts receivable from the sales of our software
offerings is a significant component of our cash flows from operating activities, as is the change
in deferred revenue related to these sales.
Investing Activities
Net cash used in investing activities was $1.0 million for the three months ended March 31,
2011. Cash used in investing activities for the three months ended March 31, 2011 was for capital expenditures related
to leasehold improvements and computer equipment as we continued to expand our infrastructure and
workforce.
Net cash used in investing activities was $0.2 million for the three months ended March 31,
2010. Cash used in investing activities for the three months ended March 31, 2010 was primarily for capital expenditures
of $0.4 million related to property and equipment as we expanded our infrastructure and workforce.
These capital expenditures were offset by the acquisition of Syllogic Corporation in January 2010, which
resulted in a source of cash of approximately $0.2 million.
Financing Activities
Net cash provided by financing activities was $2.4 million for the three months ended
March 31, 2011. Net cash provided by financing activities resulted from the proceeds from the
exercise of common stock options during such period.
Net cash used in financing activities was $1.5 million for the three months ended March 31,
2010. Net cash used in financing activities for the three months ended March 31, 2010 was due to
payments under our then outstanding long-term note payable arrangement of $1.4 million, payments
under our then outstanding line of credit of $0.2 million and the payment of deferred offering
costs of $0.5 million. These were offset by proceeds from the exercise of common stock option of
$0.3 million, an excess tax benefit from stock-based compensation of $0.2 million and proceeds from
the issuance of common stock options of $0.1 million.
Non-GAAP Financial Measures
We use measures of non-generally accepted accounting principles (Non-GAAP) income (loss)
from operations, Non-GAAP net income (loss) and Non-GAAP income (loss) per share. We believe that
the Non-GAAP financial information provided can assist investors in understanding and assessing our
on-going core operations and prospects for the future. This Non-GAAP financial information provides
an additional tool for investors to use in comparing our financial results with other companies in
our industry, many of which present similar Non-GAAP financial measures to investors.
For the three months ended March 31, 2011 and 2010, Non-GAAP operating income (loss) is
determined by taking income or loss from operations and adding back non-cash stock-based
compensation expense and employer payroll taxes related to stock transactions. Non-GAAP net income
(loss) is determined by taking pre-tax income or loss by adding back non-cash stock-based
compensation expense and employer payroll taxes on stock transactions, and the result is tax
affected at an estimated 32% tax rate.
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The following is a
reconciliation of Non-GAAP income (loss) from operations, Non-GAAP net income (loss) and Non-GAAP
income (loss) per share to the most comparable U.S. GAAP measure for the periods indicated:
Three Months Ended March 31, | ||||||||
2011 | 2010 | |||||||
(unaudited) | ||||||||
(dollars in thousands) | ||||||||
Reconciliation of Non-GAAP income (loss) from operations: |
||||||||
GAAP income (loss) from operations |
$ | (5,009 | ) | $ | 2,009 | |||
Stock-based compensation expense |
1,500 | 500 | ||||||
Employer payroll taxes on stock transactions |
990 | | ||||||
Non-GAAP income (loss) from operations |
$ | (2,519 | ) | $ | 2,509 | |||
Reconciliation of Non-GAAP net income (loss): |
||||||||
GAAP net income (loss) |
$ | (4,573 | ) | $ | (119 | ) | ||
Stock-based compensation expense |
1,500 | 500 | ||||||
Employer payroll taxes on stock transactions |
990 | | ||||||
Income tax adjustment (1) |
(610 | ) | (153 | ) | ||||
Non-GAAP net income (loss) |
$ | (2,693 | ) | $ | 228 | |||
Reconciliation of Non-GAAP income (loss) per share: |
||||||||
Non-GAAP net income (loss) per common share basic |
$ | (0.03 | ) | $ | | |||
Non-GAAP net income (loss) per common share diluted |
$ | (0.03 | ) | $ | | |||
GAAP net loss per common share basic and diluted |
$ | (0.06 | ) | $ | (0.01 | ) | ||
Non-GAAP weighted average number of common shares outstanding basic (2) |
79,234,069 | 76,448,222 | ||||||
Non-GAAP weighted average number of common shares outstanding diluted (3) |
79,234,069 | 83,714,602 | ||||||
GAAP weighted average number of common shares outstanding basic and diluted |
79,234,069 | 16,846,798 | ||||||
(1) | Income tax adjustment is used to adjust the U.S. GAAP benefit for income taxes to a
Non-GAAP provision (benefit) for income taxes utilizing an estimated tax rate of 32%. |
|
(2) | For 2010, reflects the automatic conversion of the then outstanding shares of
convertible preferred stock into 46,721,424 shares of common stock and the issuance of
12,880,000 shares of common stock as though the completion of the IPO had occurred at the
beginning of the period, which results in the Company not applying the two-class method of
earnings per share as required under U.S. GAAP. |
|
(3) | For 2010, reflects the automatic conversion of the then outstanding shares of
convertible preferred stock into 46,721,424 shares of common stock and the issuance of
12,880,000 shares of common stock as though the completion of the IPO had occurred at the
beginning of the period, which results in the Company not applying the two-class method of
earnings per share as required under U.S. GAAP. For 2010, also includes 7,266,380 shares
related to the outstanding stock options and warrants which are included because of their
dilutive effect. |
Contractual Obligations and Commitments and Off-Balance Sheet Arrangements
There
have been no material changes to our contractual obligations from the information provided in Item 7, Managements Discussion
and Analysis of Financial Condition and Results of Operations, included in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2010.
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In December 2010, we entered into a transfer agreement (the Transfer Agreement) with Sony
Ericsson Mobile Communications AB (SEMC) relating to the transfer by SEMC to us of certain rental
lease agreements for approximately 11,253 square meters of office space and designated parking
spaces located in the Ideon Science Park in Lund, Sweden (the Property). Pursuant to the Transfer
Agreement, effective as of January 1, 2011 we assumed the rights and obligations of SEMC under two
separate lease agreements, as amended and/or supplemented (the Lease Agreements), whereby SEMC
leased the Property from Fastighets AB Remulus Lund 3 (the Property Owner). We expect that the
Property will serve as our primary research and development center. The Lease Agreements expire on
October 31, 2013 and October 31, 2016, respectively. Each Lease Agreement will automatically renew
upon expiration for additional three year terms unless written notice is provided by us to the
Property Owner of our desire to not renew the applicable lease at least 12 months prior to the end
of the respective term. The Lease Agreements provide for the payment of annual base rent in the
amount of 21.6 million Swedish kronor (approximately $3.4 million based on an assumed exchange rate
of approximately 0.16 as of March 31, 2011), subject to annual increases. In addition to the base
rent, we are required to pay to the Property Owner certain operating expenses and other fees in
accordance with the terms of the Lease Agreements. The Lease Agreements contain customary
representations and covenants regarding occupancy, maintenance and care of the Property.
In consideration for our assumption of SEMCs obligations under the Lease Agreements, SEMC has
agreed to pay us 26.0 million Swedish kronor (approximately $4.1 million based on an assumed
exchange rate of approximately 0.16 as of March 31, 2011), exclusive of value added tax, which
will be offset by 7.3 million Swedish kronor (approximately $1.2 million based on an assumed
exchange rate of approximately 0.16 as of March 31, 2011), exclusive of value added tax, which we
have agreed to pay SEMC for certain personal property, furniture and fixtures located at the
Property. The net amount is scheduled to be paid by SEMC by
July 1, 2011 following receipt of an
invoice from us.
We anticipate occupying the Property in the second quarter of 2011 and, once the Property is
fully occupied, we expect that we will cease use of our current leased facility in Lund, Sweden.
As of March 31, 2011, our current facility in Lund, Sweden has $2.7 million of lease payments
remaining under the lease, which expires September 30, 2013. We currently plan to sublease the
current lease facility. If we are not able to sublease our current facility at or near the current
lease payment, we may incur a charge at the cease-use date related to the remaining rent payments
under the lease. We are unable to estimate the amount of the potential charge related to abandoning
this facility at this time.
We had no off-balance
sheet arrangements, as defined in Item 303(a)(4) of the Securities and Exchange Commissions
Regulation S-K, as of March 31, 2011 and 2010.
Inflation
Normally, inflation does not have a significant impact on our operations as our products are
not generally sold on long-term contracts. Consequently, we can adjust our selling prices, to the
extent permitted by competition, to reflect cost increases caused by inflation.
Recent Accounting Pronouncements
See Note 2 to the unaudited consolidated financial statements in Part I, Item 1 of this
Quarterly Report on Form 10-Q.
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Item 3. | Quantitative and Qualitative Disclosures about Market Risk |
Market risk represents the risk of loss that may impact our financial position due to adverse
changes in financial market prices and rates. Our market risk exposure is primarily a result of
fluctuations in interest rates. We do not hold financial instruments for trading purposes.
Market Risk
We are exposed to certain financial risks, including fluctuations in foreign currency exchange
rates and interest rates. We manage our exposure to these market risks through internally
established policies and procedures and, when deemed appropriate, through the use of derivative
financial instruments. Our policies do not allow speculation in derivative instruments for profit
or execution of derivative instrument contracts for which there are no underlying exposures. We do
not use financial instruments for trading purposes and we are not a party to any leveraged
derivatives. We monitor our underlying market risk exposures on an ongoing basis and believe that
we can modify or adapt our hedging strategies as needed.
Interest Rate Sensitivity
We had cash and cash equivalents of $176.8 million at March 31, 2011 and $158.7 million at
December 31, 2010. We held these amounts primarily in cash or money market funds.
We hold cash and cash equivalents for working capital purposes. We do not have material
exposure to market risk with respect to investments, as our investments consist primarily of highly
liquid investments purchased with original maturities of three months or less. We do not use
derivative financial instruments for speculative or trading purposes; however, we may adopt
specific hedging strategies in the future. Any declines in interest rates, however, will reduce
future interest income.
Foreign Exchange Risk
We market our products in the Americas, Europe, the Asia-Pacific Regions, and Africa and
develop our products in Europe. As a result of our business activities in foreign countries, our
financial results could be affected by factors such as changes in foreign currency exchange rates
or economic conditions in foreign markets, and there is no assurance that exchange rate
fluctuations will not harm our business in the future. We sell our products in certain countries in
the local currency of the respective country. In addition, our product development activities are
principally based at our facility in Lund, Sweden. This provides some natural hedging because most
of our subsidiaries operating expenses are denominated in their local currencies. Regardless of
this natural hedging, our results of operations may be adversely impacted by the exchange rate
fluctuation. Although we will continue to monitor our exposure to currency fluctuations and, where
appropriate, may use financial hedging techniques in the future to minimize the effect of these
fluctuations, we are not currently engaged in any financial hedging transactions.
Foreign exchange risk exposures arise from transactions denominated in a currency other than
our functional currency and from foreign denominated revenue and profit translated into U.S.
dollars. Approximately 68% and 71% of our operating revenues were denominated in currencies other
than the U.S. dollar for the three months ended March 31, 2011 and 2010. The principal foreign
currencies in which we conduct business are the Swedish kronor, the British pound and the euro. The
translation of currencies in which we operate into the U.S. dollar may affect consolidated revenues
and gross profit margins as expressed in U.S. dollars. A weakening of the U.S. dollar versus other
currencies in which we operate may increase our consolidated revenues and operating expenses while
the strengthening of the U.S. dollars versus these currencies may have an opposite effect on our
consolidated results expressed in U.S. dollars.
Item 4. | Controls and Procedures |
Evaluation of Disclosure and Control Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial
Officer, evaluated the effectiveness of our disclosure controls and procedures as of March 31,
2011. The term disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d and
15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act), means controls and
other procedures of a company that are designed to ensure that information required to be disclosed
by a company in the reports that it files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the SECs rules and forms. Disclosure
controls and procedures include, without limitation, controls and procedures designed to ensure
that information require to be disclosed by a company in the reports that it files or submits under
the Exchange Act is accumulated and communicated to the companys management, including its
principal executive and principal financial officers, as appropriated to allow timely decisions
regarding required disclosure. Management recognizes that any controls and procedures, no matter
how well designed and operated, can provide only reasonable assurance of achieving their objectives
and management necessarily applies its judgment in evaluating the cost-benefit relationship of
possible controls and procedures.
Our management, with the participation of the Chief Executive Officer and Chief Financial
Officer, has evaluated the effectiveness of the Companys disclosure controls and procedures as of
the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation,
our Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2011,
our disclosure controls and procedures were effective at the reasonable assurance level.
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Changes in Internal Control Over Financial Reporting
No change in our internal control over financial reporting (as defined in Rule 13a-15(f) and
15d-(f) under the Exchange Act) occurred during the quarter ended March 31, 2011 that has
materially affected, or is reasonably likely to materially affect, our internal controls over
financial reporting.
PART II OTHER INFORMATION
ITEM 1. | LEGAL PROCEEDINGS |
From time to time, we may become involved in routine legal proceedings in the ordinary course
of our business. We are not presently a party to any legal proceedings that, if determined
adversely to us, would individually or in the aggregate have a material adverse effect on our
business, operating results, financial condition or cash flows.
Our intellectual property is an essential element of our business. We own registered
trademarks for the Qlik and QlikView name. We rely on a combination of copyright, trademark,
trade dress and trade secrecy laws, as well as confidentiality procedures and contractual
restrictions, to establish and protect our proprietary rights both domestically and abroad. These
laws, procedures and restrictions provide only limited protection. As of March 31, 2011, we had
three issued U.S. patents and had a pending U.S. patent. In addition, we had 19 issued and six
pending foreign patents. Any future patents issued to us may be challenged, invalidated or
circumvented. Any patents that might be issued in the future, with respect to pending or future
patent applications may not provide sufficiently broad protection or may not prove to be
enforceable in actions against alleged infringers. We endeavor to enter into agreements with our
employees and contractors and with parties with whom we do business in order to limit access to and
disclosure of our proprietary information.
ITEM 1A. | RISK FACTORS |
In our Annual Report
on Form 10-K for the fiscal year ended December 31, 2010, filed with the SEC on March 16, 2011, we
identify under Part I, Item 1A important factors which could affect our business, financial
condition, results of operations and future operations and could cause our actual results for
future periods to differ materially from our anticipated results or other expectations, including
those expressed in any forward-looking statements made in this Quarterly Report on Form 10-Q. There
have been no material changes to the risk factors subsequent to the filing of our Annual Report on
Form 10-K for the year ended December 31, 2010. However, the risks described in our Form 10-K are
not the only risks we face. Additional risks and uncertainties that we currently deem to be
immaterial or not currently known to us, as well as other risks reported from time to time in our
reports to the SEC, also could cause our actual results to differ materially from our anticipated
results or other expectations.
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
Recent Sales of Unregistered Securities
None.
Use of Proceeds
In July 2010, we completed the initial public offering of shares of our common stock, in which
12,880,000 shares of common stock were sold at a price to the public of $10.00 per share for an
aggregate offering price of $128.8 million. The offer and sale of all of the shares in the IPO were
registered under the Securities Act pursuant to a registration statement on Form S-1 (File No.
333-165844), which was declared effective by the SEC on July 15, 2010. The offering commenced as of
July 15, 2010 and did not terminate before all of the securities registered in the registration
statement were sold. The syndicate of underwriters was led by Morgan Stanley & Co. Incorporated,
Citigroup Global Markets Inc., and J.P. Morgan Securities Inc. as joint book-running managers for
the offering, Jefferies & Company, Inc. and Stifel Nicolaus Weisel served as co-managers for the
offering. Our portion of the net proceeds from the initial public offering was approximately $115.1
million after deducting underwriting discounts of $9.0 million and offering costs of $4.7 million.
We used approximately $5.4 million of the net proceeds from the offering to repay in full the
principal and accrued interest and prepayment fee on our prior debt facility. We intend to use the
balance of the net proceeds from the offering for working capital and other general corporate
purposes, including financing our growth, developing new products and funding capital expenditures.
Pending such usage, we have invested the net proceeds primarily in short-term, interest-bearing
money market accounts.
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES |
None.
ITEM 4. | REMOVED AND RESERVED |
ITEM 5. | OTHER INFORMATION |
None.
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ITEM 6. | EXHIBITS |
The following exhibits are filed as part of this Quarterly Report on Form 10-Q:
Exhibit | ||||
Number | Description of Document | |||
10.1(1) | Form of Indemnification Agreement between the Registrant and Deborah Hopkins |
|||
31.1 | Certification of Chief Executive Officer pursuant to Exchange Act
Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 |
|||
31.2 | Certification of Chief Financial Officer pursuant to Exchange Act
Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 |
|||
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 |
|||
(1) | Incorporated by reference to
Exhibit 99.2 to the Registrants Current Report on Form 8-K (SEC File No. 001-34803) filed on
April 6, 2011 |
* | The certification attached as Exhibit 32.1 is not deemed filed with the SEC and is not to
be incorporated by reference into any filing of the registrant under the Securities Act of 1933 or
the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective
of any general incorporation language contained in such filing, except to the extent that the
registrant specifically incorporates it by reference. |
|
| Compensation arrangement |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized, on May
5, 2011.
QLIK TECHNOLOGIES INC. |
||||
By: | /s/ LARS BJÖRK | |||
Lars Björk | ||||
President, Chief Executive Officer and Director (Principal Executive Officer) |
||||
/s/ WILLIAM G. SORENSON | ||||
William G. Sorenson | ||||
Chief Financial Officer, Treasurer and Secretary (Principal Financial Officer and Principal Accounting Officer) |
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Table of Contents
EXHIBIT INDEX
Exhibit | ||||
Number | Description of Document | |||
10.1(1) | Form of Indemnification Agreement between the Registrant and Deborah Hopkins |
|||
31.1 | Certification of Chief Executive Officer pursuant to Exchange Act
Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 |
|||
31.2 | Certification of Chief Financial Officer pursuant to Exchange Act
Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 |
|||
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 |
|||
(1) | Incorporated by reference to
Exhibit 99.2 to the Registrants Current Report on Form 8-K (SEC File No. 001-34803) filed on
April 6, 2011 |
* | The certification attached as Exhibit 32.1 is not deemed filed with the SEC and is not to
be incorporated by reference into any filing of the registrant under the Securities Act of 1933 or
the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective
of any general incorporation language contained in such filing, except to the extent that the
registrant specifically incorporates it by reference. |
|
| Compensation arrangement |
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