Attached files
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8-K/A - FORM 8-K/A - CADENCE DESIGN SYSTEMS INC | f56776e8vkza.htm |
EX-99.02 - EX-99.02 - CADENCE DESIGN SYSTEMS INC | f56776exv99w02.htm |
EX-23.01 - EX-23.01 - CADENCE DESIGN SYSTEMS INC | f56776exv23w01.htm |
Exhibit 99.01
DENALI SOFTWARE, INC.
Index to Unaudited Condensed Consolidated Financial Statements
for the Three Months Ended March 31, 2010 and
Audited Consolidated Financial Statements for the
Year Ended December 31, 2009
Index to Unaudited Condensed Consolidated Financial Statements
for the Three Months Ended March 31, 2010 and
Audited Consolidated Financial Statements for the
Year Ended December 31, 2009
Page | ||||
Report of Independent Auditors |
2 | |||
Consolidated Balance Sheets |
3 | |||
Consolidated Statements of Operations |
4 | |||
Consolidated Statements of Stockholders Equity |
5 | |||
Consolidated Statements of Cash Flows |
6 | |||
Notes to Consolidated Financial Statements |
7 |
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors
and Shareholders of
Denali Software, Inc.
and Shareholders of
Denali Software, Inc.
We have audited the accompanying consolidated balance sheet of Denali Software, Inc. as of
December 31, 2009, and the related consolidated statements of operations, shareholders
equity and cash flows for the year then ended. These consolidated financial statements are
the responsibility of the Companys management. Our responsibility is to express an opinion
on these consolidated financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United
States of America. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the consolidated financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by management, as well as
evaluating the overall consolidated financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Denali Software, Inc. as of
December 31, 2009, and the results of its consolidated operations and cash flows for the year
then ended, in conformity with accounting principles generally accepted in the United States
of America.
/s/ MOHLER, NIXON & WILLIAMS
Accountancy Corporation
Accountancy Corporation
Campbell, California
June 4, 2010
June 4, 2010
2
DENALI SOFTWARE, INC.
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS
December 31, | March 31, | |||||||
2009 | 2010 | |||||||
(unaudited) | ||||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 19,267,291 | $ | 12,778,659 | ||||
Short term investments |
9,000,979 | 14,690,199 | ||||||
Accounts receivable, current portion |
15,494,423 | 4,702,351 | ||||||
Deferred income taxes |
5,031,131 | 4,997,736 | ||||||
Prepaid expenses and other current assets |
1,238,525 | 1,834,402 | ||||||
Total current assets |
50,032,349 | 39,003,347 | ||||||
Accounts receivable, less current portion |
402,149 | 279,575 | ||||||
Property and equipment, net |
818,054 | 753,905 | ||||||
Deferred income taxes |
113,130 | 113,130 | ||||||
Long term investments |
15,397,330 | 19,265,190 | ||||||
Other assets |
661,831 | 667,884 | ||||||
Total Assets |
$ | 67,424,843 | $ | 60,083,031 | ||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||
Current liabilities: |
||||||||
Accounts payable and accrued expenses |
$ | 3,718,182 | $ | 3,533,529 | ||||
Deferred revenue, current portion |
26,123,729 | 24,685,832 | ||||||
Income taxes payable |
1,873,913 | 786,050 | ||||||
Total current liabilities |
31,715,824 | 29,005,411 | ||||||
Deferred revenue, less current portion |
11,639,003 | 9,701,638 | ||||||
Total liabilities |
43,354,827 | 38,707,049 | ||||||
Commitments and contingencies (Note 5) |
||||||||
Shareholders Equity: |
||||||||
Common stock, no par value; 77,729,101
shares authorized at December 31, 2009
and March 31, 2010: 36,263,733 and
36,326,133 shares issued and outstanding
at December 31, 2009 and March 31, 2010,
respectively |
4,885,013 | 4,989,879 | ||||||
Notes receivable from shareholders |
(250,614 | ) | (250,614 | ) | ||||
Accumulated other comprehensive income |
365,992 | 313,523 | ||||||
Retained earnings |
19,069,625 | 16,323,194 | ||||||
Total shareholders equity |
24,070,016 | 21,375,982 | ||||||
Total liabilities and shareholders equity |
$ | 67,424,843 | $ | 60,083,031 | ||||
See accompanying notes to consolidated financial statements.
3
DENALI SOFTWARE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months | ||||||||
Year Ended | Ended | |||||||
December 31, | March 31, | |||||||
2009 | 2010 | |||||||
(unaudited) | ||||||||
Revenue |
$ | 41,866,371 | $ | 11,964,150 | ||||
Cost of revenue |
3,346,539 | 1,059,891 | ||||||
Gross profit |
38,519,832 | 10,904,259 | ||||||
Operating expenses: |
||||||||
Sales and marketing |
10,658,493 | 3,924,890 | ||||||
Research and development |
11,743,081 | 4,348,908 | ||||||
General and administrative |
3,053,160 | 1,509,099 | ||||||
Total operating expenses |
25,454,734 | 9,782,897 | ||||||
Income from operations |
13,065,098 | 1,121,362 | ||||||
Interest and other income (expense), net |
(91,744 | ) | 8,627 | |||||
Income before provision for income taxes |
12,973,354 | 1,129,989 | ||||||
Provision for income taxes |
(4,173,130 | ) | (376,420 | ) | ||||
Net income |
$ | 8,800,224 | $ | 753,569 | ||||
See accompanying notes to consolidated financial statements.
4
DENALI SOFTWARE, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
For the year ended December 31, 2009, and the three months ended March 31, 2010
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
For the year ended December 31, 2009, and the three months ended March 31, 2010
Notes | Accumulated | |||||||||||||||||||||||||||
Deferred | receivable | other | Total | |||||||||||||||||||||||||
Common Stock | Stock-based | from | comprehensive | Retained | Shareholders | |||||||||||||||||||||||
Shares | Amount | compensation | shareholders | income | earnings | equity | ||||||||||||||||||||||
Balance at December 31, 2008 |
36,319,325 | $ | 4,580,314 | $ | (2,308 | ) | $ | (250,614 | ) | $ | 290,909 | $ | 10,269,401 | $ | 14,887,702 | |||||||||||||
Exercise of common stock options by employees |
20,198 | 2,396 | 2,396 | |||||||||||||||||||||||||
Common stock repurchases |
(75,790 | ) | (156,885 | ) | (156,885 | ) | ||||||||||||||||||||||
Amortization of deferred stock compensation |
2,308 | 2,308 | ||||||||||||||||||||||||||
Stock-based compensation to employees |
459,188 | 459,188 | ||||||||||||||||||||||||||
Comprehensive income: |
||||||||||||||||||||||||||||
Net income |
8,800,224 | |||||||||||||||||||||||||||
Foreign currency translation |
49,174 | |||||||||||||||||||||||||||
Unrealized gain on investment, net |
25,909 | |||||||||||||||||||||||||||
Total comprehensive income |
8,875,307 | |||||||||||||||||||||||||||
Balance at December 31, 2009 |
36,263,733 | 4,885,013 | | (250,614 | ) | 365,992 | 19,069,625 | 24,070,016 | ||||||||||||||||||||
Exercise of common stock options by employees (unaudited) |
62,400 | 624 | 624 | |||||||||||||||||||||||||
Stock-based compensation to employees (unaudited) |
104,242 | 104,242 | ||||||||||||||||||||||||||
Payment of cash dividend (unaudited) |
(3,500,000 | ) | (3,500,000 | ) | ||||||||||||||||||||||||
Comprehensive income: |
||||||||||||||||||||||||||||
Net income (unaudited) |
753,569 | |||||||||||||||||||||||||||
Foreign currency translation (unaudited) |
(17,584 | ) | ||||||||||||||||||||||||||
Unrealized gain on investment, net (unaudited) |
(34,885 | ) | ||||||||||||||||||||||||||
Total comprehensive income (unaudited) |
701,100 | |||||||||||||||||||||||||||
Balance at March 31, 2010 (unaudited) |
36,326,133 | $ | 4,989,879 | $ | | $ | (250,614 | ) | $ | 313,523 | $ | 16,323,194 | $ | 21,375,982 | ||||||||||||||
See accompanying notes to consolidated financial statements.
5
DENALI SOFTWARE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended | Three Months | |||||||
December 31, | Ended | |||||||
2009 | March 31, 2010 | |||||||
(unaudited) | ||||||||
Cash flows from operating activities: |
||||||||
Net income |
$ | 8,800,224 | $ | 753,569 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
Stock-based compensation |
461,496 | 104,242 | ||||||
Disposal of property and equipment |
| 1,088 | ||||||
Provision for doubtful accounts |
152,228 | 20,000 | ||||||
Deferred income taxes |
(907,668 | ) | 33,395 | |||||
Depreciation and amortization |
569,378 | 118,279 | ||||||
Changes in assets and liabilities: |
||||||||
Accounts receivable |
(8,319,173 | ) | 10,894,646 | |||||
Prepaid expenses and other current assets |
2,253,072 | (595,877 | ) | |||||
Other assets |
(34,451 | ) | (6,053 | ) | ||||
Accounts payable and accrued expenses |
270,028 | (184,653 | ) | |||||
Accrued profit sharing |
(6,009,401 | ) | | |||||
Income taxes payable |
1,554,700 | (1,087,863 | ) | |||||
Deferred revenue |
5,566,035 | (3,375,262 | ) | |||||
Net cash provided by operating activities |
4,356,468 | 6,675,511 | ||||||
Cash flows from investing activities: |
||||||||
Purchase of property and equipment |
(232,981 | ) | (55,218 | ) | ||||
Purchases of available for sale investments |
(35,757,799 | ) | (14,935,215 | ) | ||||
Proceeds from available for sale maturities |
17,293,500 | 5,343,250 | ||||||
Net cash used by investing activities |
(18,697,280 | ) | (9,647,183 | ) | ||||
Cash flows from financing activities: |
||||||||
Payment of dividends |
| (3,500,000 | ) | |||||
Proceeds from issuance of common stock |
2,396 | 624 | ||||||
Repurchase of common stock |
(156,885 | ) | | |||||
Net cash used by financing activities |
(154,489 | ) | (3,499,376 | ) | ||||
Effect of exchange rate changes on cash |
49,174 | (17,584 | ) | |||||
Net decrease in cash and cash equivalents |
(14,446,127 | ) | (6,488,632 | ) | ||||
Cash and cash equivalents at beginning of period |
33,713,418 | 19,267,291 | ||||||
Cash and cash equivalents at end of period |
$ | 19,267,291 | $ | 12,778,659 | ||||
Supplemental disclosure of cash flow information
|
||||||||
Cash paid for income taxes |
$ | 1,688,436 | $ | 1,400,000 |
See accompanying notes to consolidated financial statements.
6
DENALI SOFTWARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 THE COMPANY AND ITS SIGNIFICANT ACCOUNTING POLICIES
Denali Software, Inc. (the Company) is a California corporation engaged in providing complete
software memory modeling solutions to chip designers to create models for memory components and
subsystems. The Company was incorporated in California in June 1995.
Principles of consolidation The accompanying consolidated financial statements include the
accounts of the Company and its wholly-owned subsidiaries, Denali Software K.K., Denali UK Ltd.,
Denali Design Systems Private Ltd., Denali Software Pte. Ltd. and Denali Software Korea, Ltd.
Denali Software K.K., Denali UK Ltd., Denali Software Pte. Ltd. and Denali Software Korea, Ltd.
manage the Companys sales and marketing activities in the Asia-Pacific markets and the European
markets. Denali Design Systems Private Ltd. serves as a research and development center.
Intercompany accounts and transactions have been eliminated in consolidation.
Unaudited interim financial information The accompanying unaudited interim consolidated balance
sheet as of March 31, 2010 and the unaudited interim consolidated statements of operations,
shareholders equity and cash flows for the three month period ended March 31, 2010, and the
related footnote disclosures as of and for the three month period ended March 31, 2010 are
unaudited. These unaudited interim consolidated financial statements have been prepared in
accordance with U.S. generally accepted accounting principles (GAAP) on the same basis as the
audited consolidated financial statements and, in the opinion of management, reflect all
adjustments, consisting of normal recurring accruals considered necessary to present fairly the
Companys financial position as of March 31, 2010 and the results of operations and cash flows for
the three month period ended March 31, 2010. The results of operations for the three months ended
March 31, 2010 are not necessarily indicative of the results that may be expected for the year
ending December 31, 2010. 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, 2009.
Foreign currency translation The functional currencies of the Companys wholly-owned
subsidiaries, Denali Software K.K., Denali UK Ltd., Denali Design Systems Private Ltd., Denali
Software Korea, Ltd. and Denali Software Pte. Ltd., are the Japanese yen, British pound, Indian
rupee, South Korean won and Singapore dollar, respectively. Accordingly, all assets and liabilities
of the foreign operations are translated to U.S. dollars at period end exchange rates, and revenues
and expenses are translated to U.S. dollars using average exchange rates in effect during the
period. The gains and losses from foreign currency translation of these subsidiaries financial
statements are recorded directly into a separate component of consolidated shareholders equity
under the caption Accumulated other comprehensive income.
Estimates The preparation of consolidated financial statements in conformity with accounting
principles generally accepted in the United States of America requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the consolidated financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual results could differ
from those estimates.
Cash equivalents The Company considers all highly liquid investments with an original maturity
from the date of purchase of three months or less to be cash equivalents. As of December 31, 2009
and March 31, 2010 (unaudited), cash and cash equivalents consisted of cash deposited with banks
and money market funds.
7
Restricted
cash The Company maintains a certificate of deposit of $75,000 at December 31, 2009
and March 31, 2010 (unaudited) with a bank as collateral against corporate credit card charges
incurred by the Company, which would be used to cover costs in the event the Company defaults in
its payment for these charges. The Company also maintains a certificate of deposit of approximately
$10,000 at December 31, 2009 and March 31, 2010 (unaudited) with a bank primarily under a standby
letter of credit agreement, serving as a security deposit for a merchant service account. The
deposits are restricted and are classified in Prepaid expenses and other current assets on the
accompanying consolidated balance sheets.
Concentrations of credit risk Financial instruments that potentially subject the Company to a
concentration of credit risk consist of cash and cash equivalents, short-term investments and
accounts receivable. The Company limits its exposure to loss by depositing its cash and cash
equivalents with three financial institutions in the United States, which management believes to be
of high credit quality. Such deposits may exceed federally insured limits at times.
The Companys accounts receivable are derived primarily from revenue earned from customers located
in the United States of America and Japan. The Company performs ongoing credit evaluations of its
customers financial condition and requires no collateral from its customers. The Company maintains
an allowance for doubtful accounts receivable based upon managements experience and estimate of
collectability of each account. To date, such losses have been within managements expectations. As
of December 31, 2009 and March 31, 2010, the Company has an allowance for doubtful accounts of
approximately $405,000 and $425,000 (unaudited), respectively.
During the year ended December 31, 2009, no customers accounted for more than 10% of consolidated
revenue. During the three months ended March 31, 2010, one customer accounted for 14% (unaudited)
of consolidated revenue. As of December 31, 2009, two customers accounted for 28% and 11% of
consolidated accounts receivable, respectively. As of March 31, 2010 (unaudited), no customer
accounted for more than 10% of total consolidated accounts receivable.
Investments
The Company invests in debt securities. Debt securities consist of investments in
municipal bonds and certificates of deposit and are classified as available-for-sale. Investments
in debt securities totaled approximately $24,398,000 and $33,955,000 (unaudited) at December 31,
2009 and March 31, 2010, respectively. The debt securities are accounted for under the amortized
cost method. The difference between amortized cost and fair value of debt securities was not
significant at December 31, 2009 or March 31, 2010 (unaudited).
Property and equipment Property and equipment is stated at historical cost, less accumulated
depreciation and amortization. Depreciation and amortization are computed using the straight-line
method over the shorter of the estimated useful lives of the respective assets, generally three to
five years, or the term of the related lease. Upon retirement or sale, the cost of assets disposed
of and the related accumulated depreciation is removed from the accounts and any resulting gain or
loss is credited or charged to operations. Major additions and improvements are capitalized, while
replacements, repairs and maintenance that do not extend the life of the asset are charged to
operations.
Software development costs Software development costs qualify for capitalization beginning when a
products technical feasibility has been established, which to date has been when the Company has a
working model of the software, and ending when a product is available for general release to
customers. The capitalized cost is then amortized on a straight-line basis over the estimated
product life, or on the ratio of current revenues to total projected product revenues, whichever is
greater. To date, the period between achieving technological feasibility
and the general availability of such software has been short and software development costs
qualifying for
8
capitalization have been insignificant. Accordingly, the Company has not capitalized
any software development costs during the year ended December 31, 2009 or the three months ended
March 31, 2010 (unaudited). Software development costs are included in research and development
expense.
Long-lived assets The Company reviews property and equipment and other long-lived assets for
impairment whenever events or changes in circumstances indicate that the carrying amount of an
asset may not be recoverable. Recoverability is measured by comparison of the carrying amount to
the future undiscounted net cash flows which the assets are expected to generate. If such assets
are considered to be impaired, the impairment to be recognized is measured by the amount by which
the carrying amount of the assets exceeds their estimated fair market value. There have been no
impairments of long-lived assets through March 31, 2010 (unaudited).
Revenue recognition Revenue is derived from the following transactions:
| Software licenses to end users on a perpetual license basis; | ||
| Software licenses to end users on a subscription basis; | ||
| Bundled services and software licenses to end users; | ||
| Ongoing royalties from product licenses of source code to original equipment manufacturers; and | ||
| Post-contract customer support (PCS) from providing software updates and support to customers. |
The Company recognizes revenue in accordance with all applicable accounting regulations, when all
of the following conditions are met:
| A signed contract or other persuasive evidence of an arrangement exists; | ||
| The software has been shipped or electronically delivered; | ||
| The license fee is fixed or determinable; and | ||
| The Company believes that the collection of these fees is reasonably assured. |
Revenue from subscription license agreements, which includes software, rights to future products
and maintenance, is recognized ratably over the term of the subscription period. Contracts that
include both software licenses and professional services, whereby the professional services include
either (i) significant customization or modification of the software or (ii) milestones or
customer-specific acceptance criteria, are recognized on the completed-contract basis or the
percentage-of-completion basis. Royalty revenue is recognized at the time it is earned based on
royalty reports received from customers.
For contracts with multiple obligations, the Company allocates revenues to the undelivered element
of the agreement based on vendor specific objective evidence (VSOE) of its fair value, and
allocates revenues to the delivered element(s) under the residual method. For PCS, VSOE of fair
value represents the price when such PCS is sold separately, or a substantive renewal rate is
included in the arrangement. For other services, this objective evidence is the sales price of the
element when sold separately by the Company. The Company recognizes PCS revenues, including amounts
allocated from contracts with multiple elements, ratably over the period of the support contract.
The Companys PCS arrangements entitle customers to telephone support and unspecified upgrades and
enhancements. Payments for PCS are generally made in advance and are nonrefundable.
Stock-based compensation The Company uses the estimated grant date calculated value method
of accounting for stock-based compensation. The Company recognizes these compensation costs on a
straight-line basis over
the requisite service period of the award, which is generally the option vesting term of four
years.
9
Advertising Advertising costs are expensed as incurred. Advertising expense for the year ended
December 31, 2009 and the three months ended March 31, 2010 was approximately $92,000 and $22,000
(unaudited), respectively.
Comprehensive income Comprehensive income includes foreign currency translation gains and losses
and unrealized gains and losses on investments, which is included as a separate component within
shareholders equity. The Company has reported the components of comprehensive income on its
consolidated statements of shareholders equity.
Segments The Company operates in one reportable segment, using one measurement of profitability
for its business. The disclosure of long-lived assets information, comprising property and
equipment, based on the physical location of the assets, is approximately as follows at December
31, 2009 and March 31, 2010:
December 31, | March 31, | |||||||
2009 | 2010 | |||||||
(unaudited) | ||||||||
United States of America |
$ | 725,000 | $ | 664,000 | ||||
International |
93,000 | 90,000 | ||||||
Total |
$ | 818,000 | $ | 754,000 | ||||
Revenues related to operations in the United States of America and Japan is approximately as
follows for the year ended December 31, 2009 and the three months ended March 31, 2010:
Three Months | ||||||||
Year Ended | Ended | |||||||
December 31, | March 31, | |||||||
2009 | 2010 | |||||||
(unaudited) | ||||||||
United States of America |
$ | 36,939,000 | $ | 11,108,000 | ||||
Japan |
4,927,000 | 856,000 | ||||||
Total |
$ | 41,866,000 | $ | 11,964,000 | ||||
Income taxes Effective January 1, 2009, the Company adopted a new accounting standard relevant to
uncertain tax positions. The guidance requires a more-likely-than-not threshold for financial
statement recognition and measurement of tax positions taken or expected to be taken in a tax
return. The Company records a liability for the difference between the benefit recognized and
measured pursuant to this guidance and the tax position taken or expected to be taken on the
Companys tax return. To the extent that the assessment of such tax positions changes, the change
in estimate is recorded in the period in which the determination is made. The Company establishes
reserves for tax-related uncertainties based on estimates of whether, and the extent to which,
additional taxes will be due. These reserves are established when the Company believes that certain
positions might be challenged despite the Companys belief that the tax return positions are fully
supportable. The reserves are adjusted in light of changing facts and circumstances, such as the
outcome of tax audits. The provision for income taxes includes the impact of reserve provisions and
changes to reserves that are considered appropriate. The Company recognizes interest accrued
related to unrecognized tax benefits in interest expense and penalties in operating expenses.
Income taxes are accounted for using an asset and liability approach, which requires the
recognition of income taxes payable or refundable for the current year and deferred tax liabilities
and assets for the future tax consequences of events that have been recognized in the Companys
consolidated financial statements or tax
returns. The measurement of current and deferred tax liabilities and assets are based on provisions
of the enacted
10
tax law; the effects of future changes in tax laws or rates are not anticipated. The
measurement of deferred tax assets is reduced by a valuation allowance, if necessary, by the amount
of any tax benefits that, based upon available evidence, are not expected to be realized.
Recent accounting pronouncements In September 2009, the Financial Accounting Standards Board
(FASB) issued authoritative guidance that applies to arrangements with multiple deliverables and
provides another alternative for determining the selling price of deliverables. In addition, the
residual method of allocating arrangement consideration is no longer permitted under this guidance.
The guidance is effective for fiscal years beginning on or after June 15, 2010. The Company is
currently evaluating the potential impact, if any, of the adoption of this guidance on its
consolidated financial statements.
In September 2009, the FASB issued authoritative guidance which removes non-software components of
tangible products and certain software components of tangible products from the scope of existing
software revenue guidance, resulting in the recognition of revenue similar to that for other
tangible products. It also requires expanded qualitative and quantitative disclosures. The guidance
is effective for fiscal years beginning on or after June 15, 2010. As of March 31, 2010, the
Company was evaluating the potential impact, if any, of the adoption of this guidance on its
consolidated financial statements.
Subsequent events The Company has evaluated subsequent events relating to the financial statements
as of December 31, 2009 and for the three months ended March 31, 2010 (unaudited) through June 4,
2010, which is the date the consolidated financial statements were available to be issued.
NOTE 2 FAIR VALUE MEASUREMENT
The fair value measurements standard establishes a framework for measuring fair value. That
framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used
to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in
active markets for identical assets or liabilities (level 1 measurements) and the lowest priority
to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy under
the standard are described below:
| Level 1 Quoted prices for identical instruments in active markets; | ||
| Level 2 Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and | ||
| Level 3 Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
The assets or liabilitys fair value measurement level within the fair value hierarchy is based on
the lowest level of any input that is significant to the fair value measurement. Valuation
techniques used need to maximize the use of observable inputs and minimize the use of unobservable
inputs.
Following is a description of the valuation methodologies used for assets measured at fair value,
which consists solely of level 1 investments. There have been no changes in the methodologies used
at December 31, 2009 and March 31, 2010.
Municipal bonds: Valued at the closing price reported on the active market on which the individual
securities are traded.
Certificates of deposit: Valued at cost plus accrued interest, which approximates fair value.
11
The methods described above may produce a fair value calculation that may not be indicative of net
realizable value or reflective of future fair values. Furthermore, while the Company believes its
valuation methods are appropriate and consistent with other market participants, the use of
different methodologies or assumptions to determine the fair value of certain financial instruments
could result in a different fair value measurement at the reporting date.
NOTE 3 PROPERTY AND EQUIPMENT
Property and equipment consisted of approximately the following at December 31, 2009 and March 31,
2010:
December 31, | March 31, | |||||||
2009 | 2010 | |||||||
(unaudited) | ||||||||
Computer equipment |
$ | 1,530,000 | $ | 1,557,000 | ||||
Furniture and fixtures |
226,000 | 254,000 | ||||||
Leasehold improvements |
161,000 | 161,000 | ||||||
Software |
1,518,000 | 1,521,000 | ||||||
Gross property and equipment |
$ | 3,435,000 | $ | 3,493,000 | ||||
Less: accumulated depreciation and amortization |
$ | (2,617,000 | ) | $ | (2,739,000 | ) | ||
Net property and equipment |
$ | 818,000 | $ | 754,000 | ||||
Depreciation and amortization expense for the year ended December 31, 2009 and the three months
ended March 31, 2010 was approximately $569,000 and $118,000 (unaudited), respectively. Property
and equipment includes approximately $79,000 of gross assets acquired under capital leases at
December 31, 2009 and March 31, 2010 (unaudited). Related accumulated amortization was
approximately $79,000 as of December 31, 2009 and March 31, 2010 (unaudited).
NOTE 4 INCOME TAXES
The components of the provision for income taxes are as follows for the year ended December
31, 2009:
December 31, | ||||
2009 | ||||
Current income tax expense: |
||||
Federal |
$ | 4,359,000 | ||
State |
522,000 | |||
Foreign |
195,000 | |||
Total current income tax expense |
5,076,000 | |||
Deferred
income tax expense: |
||||
Federal |
(1,170,000 | ) | ||
State |
(67,000 | ) | ||
Foreign |
334,000 | |||
Total deferred income tax expense |
(903,000 | ) | ||
Total provision of income taxes |
$ | 4,173,000 | ||
In 2009, income before provision for income taxes consisted of approximately $12,224,000 from the
U.S. operations and $749,000 from foreign operations. In 2008, income before provision for income
taxes consisted of approximately $2,193,000 from the U.S. operations and $955,000 from foreign operations. The
difference between the U.S. statutory income tax rate of 35% and the Companys effective tax rate
of approximately 30%
12
and 10% for the years ended December 31, 2009 and 2008, respectively, is
primarily due to research and development tax credits, state income taxes, nondeductible
stock-based compensation and foreign income at other rates and is offset by federal and state tax
credits.
As of December 31, 2009, United States income taxes were not provided for on a cumulative total of
approximately $2,966,000 of undistributed earnings for the non-U.S. jurisdictions. If these
undistributed earnings were repatriated to the United States, they would generate foreign tax
credits to reduce the federal tax liability associated with the foreign dividend. The Company has
no intention to repatriate earnings of the non-U.S. subsidiaries to the United States.
The components of temporary differences which give rise to deferred taxes are approximately as
follows at December 31, 2009:
December 31, | ||||
2009 | ||||
Deferred tax assets: |
||||
Tax credits |
$ | 160,000 | ||
Accrued liabilities and other |
5,030,000 | |||
Deferred tax liabilities: |
||||
Depreciation and amortization |
(46,000 | ) | ||
Net deferred tax assets |
5,144,000 | |||
Less: current portion |
(5,031,000 | ) | ||
Non-current portion |
$ | (113,000 | ) | |
As of December 31, 2007, the Company had utilized all federal and California state research and
development tax credit carry forwards.
In 2009, the Company adopted a new accounting standard relevant to uncertain tax positions. The
cumulative effect of the adoption resulted in no impact as of January 1, 2009. No liability related
to uncertain tax positions is recorded in the financial statements. There was no interest or
penalties accrued at the adoption date and at December 31, 2009.
The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign
jurisdictions. In the normal course of business, the Company is subject to examination by federal,
state, and foreign taxing authorities. These audits include questioning the timing and amount of
deductions, the nexus of income among various tax jurisdictions and compliance with federal, state,
local and foreign tax laws. Various federal, state and foreign jurisdiction tax years remain open
to examination; though the Company believes any additional assessment will be immaterial to its
consolidated financial statements.
NOTE 5 COMMITMENTS AND CONTINGENCIES
Lease commitments The Company leases its facilities under non cancelable operating leases with
various expiration dates through 2014. Rent expense for the year ended December 31, 2009 and the
three months ended March 31, 2010 was approximately $713,000 and $159,000 (unaudited),
respectively. The Company records rent expense on a straight-line basis based on the graduated
increases in the lease payments. The balance of deferred rent at December 31, 2009 and March 31,
2010 (unaudited) was approximately $12,000 in each case.
13
As of December 31, 2009, future minimum lease payments under non-cancelable operating leases are
approximately as follows for each of the following years ending December 31.
(In thousands) | ||||
2010 |
$ | 658,000 | ||
2011 |
159,000 | |||
2012 |
92,000 | |||
2013 |
92,000 | |||
2014 |
44,000 | |||
Total minimum lease payments |
$ | 1,045,000 | ||
As of March 31, 2010, future minimum lease payments under non-cancelable operating leases are
approximately as follows for each of the following years ending December 31.
(In thousands) | ||||
(unaudited) | ||||
2010 remaining period |
$ | 490,000 | ||
2011 |
159,000 | |||
2012 |
92,000 | |||
2013 |
92,000 | |||
2014 |
44,000 | |||
Total minimum lease payments |
$ | 877,000 | ||
Software license indemnity Under the terms of the Companys software license agreements with its
customers, the Company agrees that in the event the software licensed
infringes upon a United States patent, or
copyright, or causes a misappropriation of a trade secret of a third party, it will indemnify its
customer licensees, against any loss, expense or liability from any damages that may be awarded
against its customer. The Company includes this infringement indemnification in all of its software
license agreements and selected managed services arrangements. In the event the customer cannot use
the software or service due to infringement and they cannot obtain the right to use, replace or
modify the license or service in a commercially feasible manner so that it no longer infringes,
then the Company may terminate the license and provide the customer a refund of the fees paid by
the customer for the infringing license or service. The Company has recorded no liability
associated with this indemnification, as it is not aware of any pending or threatened actions that
are probable losses. Generally, the Companys maximum liability is stipulated in these software licensing
arrangements. In certain contracts, the liability is capped at the sum of the license fee under the
arrangement.
General litigation The Company is a potential defendant in lawsuits and claims arising in the
ordinary course of business. While the outcome of such claims, lawsuits or other proceedings cannot
be predicted with certainty, management expects that such liability, to the extent not provided by
insurance or otherwise, will not have a material adverse effect on the Companys financial position
or results of operations.
NOTE 6 COMMON STOCK
In June 2009, the Board of Directors Amended and Restated the Articles of Incorporation to create
two classes of common stock, one for all outstanding shares of common stock, stock options and
certain future equity grants that will be designated as Class A common stock (Class A), and a
second for certain future equity grants that will be designated as Class B common stock (Class B).
Class A will be entitled to 100 votes for each share outstanding and Class B will be entitled to
one vote for each share outstanding. The number of no par value
shares of common stock authorized was increased from 40,000,000 to 77,729,101 shares, of which
38,729,102 shares are designated as Class A and 38,999,999 shares are designated as Class B.
14
A portion of shares sold are subject to a right of repurchase by the Company and are subject to
vesting, which is generally over a four-year period from the earlier of grant date or employee hire
date, as applicable, until vesting is complete. At December 31, 2009 and March 31, 2010, shares
subject to repurchase were approximately 8,000 and 6,000 (unaudited), respectively.
During 2009, the Company repurchased 75,790 shares of common stock from a shareholder for
approximately $157,000.
NOTE 7 STOCK-BASED COMPENSATION
Stock-based compensation expense for all share-based payment awards granted after January 1, 2006,
and for previous awards modified, repurchased or cancelled after January 1, 2006, is based on the
grant-date calculated value. The Company recognizes these compensation costs, net of an estimated
forfeiture rate, over the requisite service period of the award, which is generally the option
vesting term of four years. The Company estimated the forfeiture rate for the year ended December
31, 2009 and the three months ended March 31, 2010 based on its historical experience for annual
grant years where the majority of the vesting terms have been satisfied.
For the year ended December 31, 2009 and the three months ended March 31, 2010, the Company
recorded stock-based compensation expense, including amortization of deferred stock-based
compensation, of approximately $461,000 and $104,000 (unaudited), respectively.
As of December 31, 2009, there was approximately $845,000 of unamortized stock-based compensation
costs related to unvested stock options which is expected to be recognized over a weighted average
period of 2.45 years. As of March 31, 2010, there was approximately $772,000 (unaudited) of
unamortized stock-based compensation costs related to unvested stock options which is expected to
be recognized over a weighted average period of 2.37 years (unaudited).
The calculated value of option grants was estimated using the Black-Scholes option pricing model
with the following weighted average assumptions:
Three Months | ||||||||
Year Ended | Ended | |||||||
December 31, | March 31, | |||||||
2009 | 2010 | |||||||
(unaudited) | ||||||||
Expected dividend yield (1) |
0 | % | 0 | % | ||||
Risk-free interest rate (2) |
1.76-2.47 | % | 2.42 | % | ||||
Expected volatility (3) |
44-46 | % | 43 | % | ||||
Expected life (in years) (4) |
5 | 5 |
(1) | The Company has no future expectation of paying cash dividends on its common stock. | |
(2) | The risk-free interest rate is based on the U.S. Treasury yield for a term consistent with the expected life of the awards in effect at the time of grant. | |
(3) | The Company estimates the volatility of its common stock at the date of grant based on the historical volatility of similar publicly traded companies. | |
(4) | The expected life of stock options granted under the Plans is based on historical exercise and cancellation patterns, which the Company believes are representative of future behavior. The expected life represents the period of time that options granted are expected to be outstanding. |
15
In 2005, the Company issued 535,000 options to employees with a weighted average exercise price of
$0.01 per share. Using the intrinsic value method, the Company recorded unearned stock-based
compensation for the difference between the exercise price of the stock options and the fair value
of the Companys stock at the date of grant. This unearned stock-based compensation is amortized to
expense over the period during which the options vest, generally four years. The amortization of
deferred stock-based compensation has been reflected in Research and development cost and was
$2,000 and $0 (unaudited) for the year ended December 31, 2009 and the three months ended March 31,
2010, respectively.
In March 2009, the Board of Directors approved the termination of the 1999 Equity Incentive Plan
and approved the adoption of the 2009 Equity Incentive Plan (the 2009 Plan), collectively the
Plans. The Plans provide for the granting of stock options to employees and consultants of the
Company. Options granted under the Plans may be either incentive stock options or nonqualified
stock options. Incentive stock options (ISO) may be granted only to Company employees (including
officers and directors who are also employees). Nonqualified stock options (NSO) may be granted to
Company employees and consultants. In June 2009, the Board of Directors amended the 2009 Plan to
approve a total of 26,627,716 shares of common stock to be reserved for issuance, of which
26,336,819 are designated as Class A and 290,897 are designated as Class B.
Options under the Plans may be granted for periods of up to ten years and at prices no less than
85% of the estimated fair value of the shares on the date of grant as determined by the Board of
Directors, provided, however, that (i) the exercise price of an ISO and NSO shall not be less than
100% and 85% of the estimated fair value of the shares on the date of grant, respectively, and (ii)
the exercise price of an ISO and NSO granted to a 10% shareholder shall not be less than 110% of
the estimated fair value of the shares on the date of grant. Options are exercisable immediately
and early exercises under the 1999 Plan are subject to a repurchase option held by the Company
which lapses over a maximum period of five years and at such times and under such conditions as
determined by the Board of Directors. To date, options granted generally vest over four years.
Stock option activity for the year ended December 31, 2009 and the three months ended March 31,
2010 is as follows:
Weighted | Weighted average | |||||||||||
average | remaining | |||||||||||
exercise price | contractual life | |||||||||||
Shares | per share | (in years) | ||||||||||
Outstanding at December 31, 2008 |
2,377,342 | $ | 1.61 | 7.32 | ||||||||
Options granted |
288,256 | $ | 2.07 | |||||||||
Options exercised |
(20,198 | ) | $ | 0.12 | ||||||||
Options cancelled/forfeited/expired |
(188,466 | ) | $ | 1.98 | ||||||||
Outstanding options at December 31, 2009 |
2,456,934 | $ | 1.65 | 7.09 | ||||||||
Options granted (unaudited) |
46,000 | $ | 3.22 | |||||||||
Options exercised (unaudited) |
(62,400 | ) | $ | 0.01 | ||||||||
Options
cancelled/forfeited/expired (unaudited) |
(58,317 | ) | $ | 1.95 | ||||||||
Outstanding options at March 31, 2010 (unaudited) |
2,382,217 | $ | 1.72 | 5.94 | ||||||||
Vested and expected to vest at December 31, 2009
(1) |
2,417,275 | $ | 1.64 | 7.07 | ||||||||
Vested and expected to vest at March 31, 2010
(1) (unaudited) |
2,347,491 | $ | 1.71 | 5.92 | ||||||||
Exercisable at December 31, 2009 |
1,555,089 | $ | 1.40 | 6.34 | ||||||||
Exercisable at March 31, 2010 (unaudited) |
1,554,242 | $ | 1.48 | 5.43 |
(1) | The expected to vest options are the result of applying the pre-vesting forfeiture rate assumptions to total outstanding options. |
16
The total
pretax intrinsic value of options exercised during the periods ended December 31, 2009 and
March 31, 2010 was approximately $5,000 and $129,000 (unaudited), respectively. The intrinsic value
is the difference between the estimated fair value of the Companys common stock at the date of
exercise and the exercise price for in-the-money options. The weighted average grant date
calculated value of options granted during the year ended December 31, 2009 and the three months
ended March 31, 2010 was $0.87 and $1.31 (unaudited), respectively.
Cash received from option exercises and purchases of shares under the Plans for the year ended
December 31, 2009 and the three months ended March 31, 2010 was approximately $2,000 and $1,000
(unaudited), respectively.
Activity related to unvested early exercised stock options for the year ended December 31, 2009 and
the three months ended March 31, 2010 is summarized as follows:
Weighted | ||||||||
average grant | ||||||||
Shares | date fair value | |||||||
Unvested at December 31, 2008 |
32,306 | $ | 0.75 | |||||
Vested |
(24,568 | ) | $ | 0.41 | ||||
Unvested at December 31, 2009 |
7,738 | $ | 1.84 | |||||
Vested (unaudited) |
(1,328 | ) | $ | 1.84 | ||||
Unvested at March 31, 2010 (unaudited) |
6,410 | $ | 1.84 | |||||
As of March 31, 2010 (unaudited), there was no unamortized stock-based compensation cost related to
unvested early exercised stock. The total fair value of shares subject to repurchase for the year
ended December 31, 2009 and the three months ended March 31, 2010 was approximately $14,000 and
$12,000 (unaudited), respectively.
NOTE 8 NOTES RECEIVABLE FROM SHAREHOLDERS
In 1999, the Company accepted full recourse promissory notes from two employee shareholders
totaling approximately $251,000 to finance their purchase of 8,354,000 shares of the Companys
common stock. Interest on the notes is computed at a compounded annual rate of 4% starting at
December 31, 2004, and 7% prior to September 2004, which was deemed to have been at fair value on
the date of issuance of the notes for the individual shareholders. Principal and accrued interest
are due at maturity in 2009. The notes are included in shareholders equity and the related
exercised options are being accounted for as a fixed award. In March 2009, the notes receivable
from shareholders were amended and restated to extend the due date through March 2018 and the
interest rate was amended to a compounded annual rate of 1.94%.
NOTE 9
BENEFIT PLAN
401(k) profit sharing plan During 2001, the Company formed a 401(k) Profit Sharing Plan (the
401(k) Plan) under Section 401(k) of the Internal Revenue Code. The 401(k) Plan is available to all
full-time employees and allows employees to make contributions up to a specified percentage of
their compensation. Under the 401(k) Plan, the Company may, but is not required to, make
discretionary contributions. In 2007, the Company began matching employee contributions in the
401(k) Plan up to a maximum of $2,500 of each eligible participants compensation contributed to
the 401(k) Plan.
NOTE 10 SUBSEQUENT EVENTS
In February 2010, the Board of Directors approved and declared a cash dividend on the Companys
common stock aggregating approximately $3,500,000. The dividend was paid during the first quarter
of 2010. Also in
17
February 2010, the Board of Directors approved discretionary profit sharing
contributions of approximately $3,000,000. The amount was paid during the first quarter of 2010.
In May 2010, Cadence Design Systems, Inc. entered into a definitive merger agreement to acquire the
Company for $315,000,000 in cash. The merger was completed June 17, 2010.
18