Attached files
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EX-31.1 - EX-31.1 - ADVENT SOFTWARE INC /DE/ | a11-9345_1ex31d1.htm |
EX-31.2 - EX-31.2 - ADVENT SOFTWARE INC /DE/ | a11-9345_1ex31d2.htm |
EX-32.1 - EX-32.1 - ADVENT SOFTWARE INC /DE/ | a11-9345_1ex32d1.htm |
EX-32.2 - EX-32.2 - ADVENT SOFTWARE INC /DE/ | a11-9345_1ex32d2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x 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: 0-26994
ADVENT SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
Delaware |
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94-2901952 |
(State or other jurisdiction of incorporation or organization) |
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(IRS Employer Identification Number) |
600 Townsend Street, San Francisco, California 94103
(Address of principal executive offices and zip code)
(415) 543-7696
(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 x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer o |
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Accelerated filer x |
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Non-accelerated filer o |
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Smaller reporting company o |
(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
The number of shares of the registrants Common Stock outstanding as of April 29, 2011 was 52,424,099.
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Managements Discussion and Analysis of Financial Condition and Results of Operations | |
Item 4. |
Removed and Reserved |
ADVENT SOFTWARE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
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March 31 |
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December 31 |
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|
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2011 |
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2010 |
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ASSETS |
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Current assets: |
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|
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Cash and cash equivalents |
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$ |
74,301 |
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$ |
81,948 |
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Short-term marketable securities |
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58,936 |
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70,075 |
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Accounts receivable, net |
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50,199 |
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49,960 |
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Deferred taxes, current |
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16,441 |
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16,358 |
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Prepaid expenses and other |
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20,572 |
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17,864 |
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Total current assets |
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220,449 |
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236,205 |
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Property and equipment, net |
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40,446 |
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41,524 |
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Goodwill |
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163,860 |
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145,580 |
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Other intangibles, net |
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31,610 |
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19,772 |
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Long-term marketable securities |
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7,633 |
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Deferred taxes, long-term |
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34,641 |
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33,591 |
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Other assets |
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11,124 |
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12,059 |
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Noncurrent assets of discontinued operation |
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2,029 |
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2,095 |
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Total assets |
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$ |
511,792 |
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$ |
490,826 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
6,095 |
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$ |
6,737 |
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Accrued liabilities |
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29,287 |
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34,080 |
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Deferred revenues |
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150,096 |
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147,896 |
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Income taxes payable |
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3,829 |
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1,691 |
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Current liabilities of discontinued operation |
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1,644 |
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165 |
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Total current liabilities |
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190,951 |
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190,569 |
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Deferred revenue, long-term |
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6,426 |
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6,337 |
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Other long-term liabilities |
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16,859 |
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14,844 |
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Noncurrent liabilities of discontinued operation |
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4,937 |
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5,228 |
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Total liabilities |
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219,173 |
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216,978 |
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Commitments and contingencies (See Note 14) |
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Stockholders equity: |
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Common stock |
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524 |
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520 |
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Additional paid-in capital |
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418,074 |
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411,600 |
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Accumulated deficit |
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(137,159 |
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(146,887 |
) | ||
Accumulated other comprehensive income |
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11,180 |
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8,615 |
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Total stockholders equity |
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292,619 |
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273,848 |
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Total liabilities and stockholders equity |
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$ |
511,792 |
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$ |
490,826 |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
ADVENT SOFTWARE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
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Three Months Ended March 31 |
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2011 |
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2010 |
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Net revenues: |
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Recurring revenues |
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$ |
67,327 |
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$ |
60,119 |
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Non-recurring revenues |
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7,999 |
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6,569 |
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Total net revenues |
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75,326 |
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66,688 |
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Cost of revenues: |
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Recurring revenues |
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14,788 |
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12,427 |
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Non-recurring revenues |
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7,239 |
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6,657 |
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Amortization of developed technology |
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1,516 |
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1,516 |
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Total cost of revenues |
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23,543 |
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20,600 |
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Gross margin |
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51,783 |
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46,088 |
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Operating expenses: |
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Sales and marketing |
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18,184 |
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16,860 |
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Product development |
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12,642 |
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12,061 |
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General and administrative |
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9,084 |
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9,551 |
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Amortization of other intangibles |
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320 |
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315 |
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Restructuring charges |
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26 |
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29 |
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Total operating expenses |
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40,256 |
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38,816 |
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Income from continuing operations |
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11,527 |
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7,272 |
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Interest and other income (expense), net |
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31 |
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(706 |
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Income from continuing operations before income taxes |
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11,558 |
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6,566 |
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Provision for income taxes |
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3,654 |
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2,323 |
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Net income from continuing operations |
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$ |
7,904 |
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$ |
4,243 |
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Discontinued operation: |
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Net income (loss) from discontinued operation (net of applicable taxes of $1,344 and $(33), respectively) |
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1,824 |
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(48 |
) | ||
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Net income |
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$ |
9,728 |
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$ |
4,195 |
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Basic net income (loss) per share: |
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Continuing operations |
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$ |
0.15 |
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$ |
0.08 |
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Discontinued operation |
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0.03 |
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(0.00 |
) | ||
Total operations |
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$ |
0.19 |
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$ |
0.08 |
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Diluted net income (loss) per share: |
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Continuing operations |
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$ |
0.14 |
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$ |
0.08 |
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Discontinued operation |
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0.03 |
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(0.00 |
) | ||
Total operations |
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$ |
0.18 |
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$ |
0.08 |
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Weighted average shares used to compute net income per share: |
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Basic |
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52,201 |
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51,748 |
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Diluted |
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55,339 |
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54,277 |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
Net income per share is based on actual calculated values and totals may not sum due to rounding.
ADVENT SOFTWARE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
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Three Months Ended March 31 |
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2011 |
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2010 |
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Cash flows from operating activities: |
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Net income |
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$ |
9,728 |
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$ |
4,195 |
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Adjustment to net income for discontinued operation |
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(1,824 |
) |
48 |
| |||
Net income from continuing operations |
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7,904 |
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4,243 |
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Adjustments to reconcile net income to net cash provided by operating activities from continuing operations: |
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Stock-based compensation |
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4,459 |
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4,285 |
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Depreciation and amortization |
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4,417 |
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4,331 |
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Provision for doubtful accounts |
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71 |
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25 |
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Reduction of sales returns |
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(706 |
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(168 |
) | |||
Deferred income taxes |
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(72 |
) |
(9 |
) | |||
Other |
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38 |
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111 |
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Effect of statement of operations adjustments |
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8,207 |
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8,575 |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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509 |
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2,031 |
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Prepaid and other assets |
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(1,453 |
) |
1,692 |
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Accounts payable |
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(670 |
) |
4,435 |
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Accrued liabilities |
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(5,773 |
) |
(6,404 |
) | |||
Deferred revenues |
|
961 |
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(3,974 |
) | |||
Income taxes payable |
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1,908 |
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1,938 |
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Effect of changes in operating assets and liabilities |
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(4,518 |
) |
(282 |
) | |||
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Net cash provided by operating activities from continuing operations |
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11,593 |
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12,536 |
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Cash flows from investing activities: |
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Cash used in acquisitions, net of cash acquired |
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(24,648 |
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(4,719 |
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Purchases of property and equipment |
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(1,436 |
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(4,308 |
) | |||
Capitalized software development costs |
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(1,612 |
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(1,197 |
) | |||
Purchases of marketable securities |
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(26,140 |
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(3,000 |
) | |||
Sales and maturities of marketable securities |
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29,408 |
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3,000 |
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Net cash used in investing activities from continuing operations |
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(24,428 |
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(10,224 |
) | |||
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Cash flows from financing activities: |
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Proceeds from common stock issued from exercises of stock options |
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3,161 |
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3,113 |
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Withholding taxes related to equity award net share settlement |
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(2,608 |
) |
(534 |
) | |||
Excess tax benefits from stock-based compensation |
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1,344 |
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Repurchase of common stock |
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(10,542 |
) | |||
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Net cash provided by (used in) financing activities from continuing operations |
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1,897 |
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(7,963 |
) | |||
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Net cash transferred from (to) discontinued operation |
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3,078 |
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(54 |
) | |||
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Effect of exchange rate changes on cash and cash equivalents |
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213 |
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(157 |
) | |||
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Net change in cash and cash equivalents from continuing operations |
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(7,647 |
) |
(5,862 |
) | |||
Cash and cash equivalents of continuing operations at beginning of period |
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81,948 |
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57,877 |
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Cash and cash equivalents of continuing operations at end of period |
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$ |
74,301 |
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$ |
52,015 |
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Supplemental disclosure of cash flow information |
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Cash flow from discontinued operation: |
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Net cash provided by (used in) operating activities |
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$ |
74 |
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$ |
(319 |
) | |
Net cash provided by investing activities |
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3,004 |
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Net cash transferred (to) from continuing operations |
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(3,078 |
) |
54 |
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Effect of exchange rates on cash and cash equivalents |
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(1 |
) | |||
Net change in cash and cash equivalents from discontinued operations |
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(266 |
) | |||
Cash and cash equivalents of discontinued operation at beginning of period |
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266 |
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Cash and cash equivalents of discontinued operation at end of period |
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$ |
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$ |
|
| |
The cash flows from the discontinued operation, as presented in the condensed consolidated statement of cash flows, relate to the operations of MicroEdge.
The accompanying notes are an integral part of these condensed consolidated financial statements.
ADVENT SOFTWARE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1Basis of Presentation
The condensed consolidated financial statements include the accounts of Advent Software, Inc. (Advent or the Company) and its wholly owned subsidiaries. All inter-company balances and transactions have been eliminated.
Advent has prepared these condensed consolidated financial statements in accordance with the rules and regulations of the Securities and Exchange Commission (SEC) applicable to interim financial information. Certain information and footnote disclosures included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted in these interim statements pursuant to such SEC rules and regulations. These interim financial statements should be read in conjunction with the audited financial statements and related notes included in Advents Annual Report on Form 10-K for the year ended December 31, 2010. Interim results are not necessarily indicative of the results to be expected for the full year, and no representation is made thereto.
On December 13, 2010, we announced that our Board of Directors declared a two-for-one stock split of our common stock, payable in the form of a 100% stock dividend. On January 18, 2011, one additional share of common stock was distributed for each share held of record as of the close of business on January 3, 2011. Unless otherwise indicated, all references to number of shares and to per share information (except shares authorized) have been adjusted to reflect the stock split on a retroactive basis.
Effective with the first quarter of 2011, the Company changed its presentation of the components of net revenues to recurring and non-recurring to reflect the recurring nature of the Companys business model. Recurring revenues are comprised of term license, maintenance from perpetual arrangements and other recurring revenues. Non-recurring revenues are comprised of perpetual license fees, professional services and other revenues. Prior periods have been reclassified to reflect this change.
These condensed consolidated financial statements include, in the opinion of management, all adjustments necessary to state fairly the financial position and results of continuing operations for each interim period shown. All such adjustments occur in the ordinary course of business and are of a normal, recurring nature.
Note 2Recent Accounting Pronouncements
There have been no recent accounting pronouncements or changes in accounting pronouncements during the three months ended March 31, 2011, as compared to the recent accounting pronouncements described in Advents Annual Report on Form 10-K for the fiscal year ended December 31, 2010, that are of significance, or potential significance, to the Company.
Note 3Cash Equivalents and Marketable Securities
At March 31, 2011, cash equivalents and marketable securities primarily consisted of money market mutual funds, US government and US Government Sponsored Entities (GSEs) and high credit quality corporate debt securities that are guaranteed by the US government. The Companys marketable securities are classified as available-for-sale, with long-term investments, if applicable, having a maturity date greater than one year from the date of the balance sheet.
Marketable securities are summarized as follows (in thousands):
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Gross |
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Gross |
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Unrealized |
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Unrealized |
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Gross |
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Losses |
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Losses |
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Amortized |
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Unrealized |
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Less than |
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12 Months |
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Aggregate |
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Balance at March 31, 2011 |
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Cost |
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Gains |
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12 Months |
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or Longer |
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Fair Value |
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Corporate debt securities |
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$ |
21,219 |
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$ |
8 |
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$ |
(1 |
) |
$ |
|
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$ |
21,226 |
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US government debt securities |
|
45,330 |
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14 |
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(1 |
) |
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|
45,343 |
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Total |
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$ |
66,549 |
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$ |
22 |
|
$ |
(2 |
) |
$ |
|
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$ |
66,569 |
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Gross |
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Gross |
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|
| |||||
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|
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Unrealized |
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Unrealized |
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| |||||
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Gross |
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Losses |
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Losses |
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| |||||
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Amortized |
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Unrealized |
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Less than |
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12 Months |
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Aggregate |
| |||||
Balance at December 31, 2010 |
|
Cost |
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Gains |
|
12 Months |
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or Longer |
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Fair Value |
| |||||
|
|
|
|
|
|
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|
|
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| |||||
Corporate debt securities |
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$ |
22,597 |
|
$ |
6 |
|
$ |
(3 |
) |
$ |
|
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$ |
22,600 |
|
US government debt securities |
|
47,466 |
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12 |
|
(3 |
) |
|
|
47,475 |
| |||||
Total |
|
$ |
70,063 |
|
$ |
18 |
|
$ |
(6 |
) |
$ |
|
|
$ |
70,075 |
|
The following table summarizes marketable securities with unrealized losses by contractual maturity dates at March 31, 2011 (in thousands):
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Less than 12 months |
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Greater than 12 months |
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Total |
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|
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Gross |
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|
|
Gross |
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|
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Net |
| ||||||
|
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Amortized |
|
Unrealized |
|
Amortized |
|
Unrealized |
|
Amortized |
|
Unrealized |
| ||||||
|
|
Cost |
|
Losses |
|
Cost |
|
Losses |
|
Cost |
|
(Losses)/Gains |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Corporate debt securities |
|
$ |
2,033 |
|
$ |
(1 |
) |
$ |
|
|
$ |
|
|
$ |
2,033 |
|
$ |
(1 |
) |
US government debt securities |
|
5,297 |
|
(1 |
) |
|
|
|
|
5,297 |
|
(1 |
) | ||||||
Total |
|
$ |
7,330 |
|
$ |
(2 |
) |
$ |
|
|
$ |
|
|
$ |
7,330 |
|
$ |
(2 |
) |
Advent regularly reviews its investment portfolio to identify and evaluate investments that have indications of possible impairment. Factors considered in determining whether a loss is temporary include the length of time and extent to which fair value has been less than the cost basis, the financial condition, credit quality and near-term prospects of the investee, and Advents ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value.
The gross unrealized losses related to investments are primarily due to a decrease in the fair value of debt securities as a result of an increase in interest rates since the acquisition of the securities. For fixed income securities that have unrealized losses as of March 31, 2011, the Company has determined that (i) it does not have the intent to sell any of these investments and (ii) it is not more likely than not that it will be required to sell any of these investments before recovery of the entire amortized cost basis. In addition, the Company has evaluated these fixed income securities and has determined that no credit losses exist. As of March 31, 2011, all securities in an unrealized loss position have been in an unrealized loss position for less than one year. The Companys management has determined that the unrealized losses on its fixed income securities as of March 31, 2011 were temporary in nature.
During the first quarter of 2011 and 2010, $29.4 million and $3.0 million, respectively, of marketable securities matured, which did not have any associated gross realized gains or losses.
Note 4Derivative Financial Instruments
The Company enters into foreign currency forward contracts with financial institutions to reduce the risk that the Companys cash flows and earnings will be adversely affected by foreign currency exchange rate fluctuations. These forward contracts are not designated for trading or speculative purposes.
The Company uses foreign currency forward contracts to hedge a portion of the balances denominated in Euro, Swedish Krona, British Pounds, South African Rand and Norwegian Kroner. These derivative instruments are not designated as hedging instruments. The Company recognizes gains and losses on these contracts, as well as related costs, in Interest and other income (expense), net along with the gains and losses of the related hedged items. The Company records the fair value of derivative instruments as either Prepaid expenses and other or Accrued liabilities on the accompanying condensed consolidated balance sheets based on current market rates.
At March 31, 2011, net derivative assets associated with the forward contracts of approximately $14,000 were included in Prepaid expenses and other. At March 31, 2011, net derivative liabilities associated with forward contracts of approximately $6,000 were included in Accrued liabilities. The effect of the derivative financial instruments on the condensed consolidated statements of operations for the three months ended March 31, 2011 was to reduce foreign exchange gains by approximately $90,000.
As of March 31, 2011, the Company had the following forward contracts outstanding to sell the following notional amounts (in thousands):
|
|
March 31, 2011 |
| ||
|
|
|
| ||
Euro (EURO) |
|
|
1,800 |
| |
South AfricanRand (ZAR) |
|
R |
2,200 |
| |
Note 5 Acquisition of Syncova Solutions Ltd. (Syncova)
On February 28, 2011, Advent acquired all the outstanding shares of Syncova, a privately held, United Kingdom-based company, which now operates as a wholly-owned subsidiary of the Company. Syncova provides margin management and financing software to hedge funds and prime brokers. Syncovas solutions enable hedge funds and prime brokers to calculate expected margin, reconcile and control differences. Syncovas product offerings will be a part of Advents solution for the alternative and high end asset management markets.
The total purchase price of $24.6 million, net of cash acquired of $0.8 million was paid in cash. Of the proceeds, $4.8 million will be held in escrow subject to claims through February 2013. The Company recognized $0.3 million in recurring revenues and $0.4 million of operating expenses that were reflected in the Companys condensed consolidated statement of operations for the three months ended March 31, 2011.
Preliminary Purchase Price Allocation
The acquisition was accounted for in accordance with the purchase method of accounting. The total purchase price was allocated to net tangible and intangible assets based on their estimated fair values as of February 28, 2011. The excess purchase price over the value of the net tangible and identifiable intangible assets was recorded as goodwill. The allocation of the purchase price is preliminary because Syncovas final tax filings are not yet complete. The preliminary allocation of the purchase price and the estimated useful lives associated with certain assets was as follows:
|
|
|
|
Preliminary |
| |
|
|
Estimated |
|
Purchase Price |
| |
|
|
Useful Life |
|
Allocation |
| |
|
|
(Years) |
|
(in thousands) |
| |
Identifiable intangible assets: |
|
|
|
|
| |
Developed research and development |
|
6 |
|
$ |
8,580 |
|
In-process research and development |
|
* |
|
1,133 |
| |
Customer relationships |
|
8 |
|
2,104 |
| |
Non-competition agreements |
|
3 |
|
162 |
| |
Goodwill |
|
|
|
15,991 |
| |
Deferred tax asset |
|
|
|
1,128 |
| |
Deferred tax liability |
|
|
|
(2,996 |
) | |
Deferred revenues |
|
|
|
(2,035 |
) | |
Net tangible assets |
|
|
|
581 |
| |
|
|
|
|
|
| |
Purchase price, net of cash acquired |
|
|
|
$ |
24,648 |
|
* In-process research and development relates to costs attributed to a pending product version release expected in the second quarter of 2011. Once released, the Company will evaluate the useful life of the technology and amortize such costs accordingly on a straight-line basis.
Tangible assets and current liabilities
Syncovas tangible assets and liabilities as of February 28, 2011 were reviewed and adjusted to their fair value as necessary. Current assets are primarily comprised of accounts receivable and deferred tax assets. Non-current assets were primarily comprised of facility deposits and fixed assets. Current liabilities were fair valued and include accrued liabilities, deferred tax assets and deferred revenues. In connection with the acquisition of Syncova, Advent assumed Syncovas contractual obligations related to its deferred revenues. Syncovas deferred revenues were derived primarily from term license arrangements, and service and maintenance related to perpetual licenses. As a result, Advent recorded an adjustment to reduce the carrying value of deferred revenues to represent the Companys estimate of the fair value of the contractual obligations assumed.
Identifiable intangible assets
Developed research and development relates to Syncovas products that have reached technological feasibility. Advent is amortizing the fair value of these assets to cost of revenues in the consolidated statement of operations on a straight-line basis over their estimated lives of 6 years.
In-process research and development relates to costs attributed to a pending product version release expected in the second quarter of 2011. Once released, the Company will evaluate the useful life of the technology and amortize such costs accordingly on a straight-line basis.
Customer relationships represent existing contracts and the underlying customer relationships. Advent is amortizing the fair value of these assets to operating expenses in the consolidated statement of operations on a straight-line basis over an estimated life of 8 years.
Non-competition agreements represent agreements which allow Advent to operate without competition from specified Syncova employees. Advent is amortizing the fair value of this asset to operating expenses in the consolidated statement of operations on a straight-line basis over an estimated life of 3 years.
Goodwill
Approximately $16.0 million of the purchase price has been allocated to goodwill. Goodwill represents the excess of the purchase price over the fair value of the underlying net tangible and intangible assets. The goodwill was attributed to the premium paid for the opportunity to better leverage Syncovas technology utilizing Advents broader market reach in order to achieve greater long-term growth opportunities.
In accordance with the purchase method of accounting, goodwill will not be amortized but instead will be tested for impairment at least annually or more frequently if certain indicators are present as part of the Advent Investment Management segment. In the event that management determines that the fair value of goodwill has become impaired, the Company would incur an accounting charge for the amount of impairment during the fiscal quarter in which the determination is made.
Note 6Discontinued Operation
During 2009, the Company decided to discontinue the operations of its MicroEdge subsidiary, which provided products and services to the not-for-profit business community, to concentrate on its core investment management business. In connection with this decision, the Company completed the sale of MicroEdge on October 1, 2009 to an affiliate of Vista Equity Partners III, LLC (Purchaser). The Company sold net assets in MicroEdge totaling $3.0 million. The total consideration received by the Company in connection with the divestiture was approximately $30.0 million in cash, of which $27.0 million in cash was paid on the closing date. The remaining $3.0 million of the Purchase Price was held in escrow and was released to the Company in March 2011, resulting in the Company recording a gain of $1.7 million in net income from discontinued operation, net of applicable taxes in the first quarter of 2011.
As part of the disposition, certain assets and obligations of the Companys discontinued operation were excluded from the sale and are reflected on the Companys balance sheet as of March 31, 2011 and December 31, 2010. Assets excluded from the sale include cash and deferred tax assets. Liabilities excluded from the sale include sales tax and other tax-related obligations, future payments related to a two year service and maintenance agreement, and continuing lease obligations included as part of the restructuring noted below.
In connection with the sale of MicroEdge, the Company vacated its MicroEdge facilities in New York and entered into a sub-lease agreement with the Purchaser, whereby the Purchaser contracted to sub-lease the premises for two years with the option to extend the sub-lease term through the end of the lease term in 2018. The sub-lease agreement was amended during the first quarter of 2011. Under the amended sub-lease agreement, the Purchaser will sub-lease the premises through the end of the lease term, with an option to terminate. As a result of the amendment to the sub-lease agreement, the Company revised its facility exit assumptions and recorded a net restructuring accrual adjustment benefit of $166,000 in its discontinued operations results during the first quarter of 2011.
The following table sets forth an analysis of the components of the restructuring charges related to the Companys discontinued operation and the payments and non-cash charges made against the accrual during the first quarter of 2011 (in thousands):
|
|
Facility Exit |
| |
|
|
Costs |
| |
|
|
|
| |
Balance of restructuring accrual at December 31, 2010 |
|
$ |
5,249 |
|
|
|
|
| |
Restructuring benefit |
|
(208 |
) | |
Cash payments |
|
(12 |
) | |
Adjustment of prior restructuring costs |
|
42 |
| |
|
|
|
| |
Balance of restructuring accrual at March 31, 2011 |
|
$ |
5,071 |
|
Net revenues and net income from the Companys discontinued operation were as follows for the following periods (in thousands):
|
|
Three Months Ended March 31 |
| ||||
|
|
2011 |
|
2010 |
| ||
|
|
|
|
|
| ||
Net revenues |
|
$ |
|
|
$ |
|
|
|
|
|
|
|
| ||
Income (loss) from operation of discontinued operation (net of applicable taxes of $65 and $(13), respectively) |
|
$ |
99 |
|
$ |
(18 |
) |
|
|
|
|
|
| ||
Gain (loss) on disposal of discontinued operation (net of applicable taxes of $1,279 and $(20), respectively) |
|
1,725 |
|
(30 |
) | ||
|
|
|
|
|
| ||
Net income (loss) from discontinued operation |
|
$ |
1,824 |
|
$ |
(48 |
) |
The following table sets forth the assets and liabilities of the MicroEdge discontinued operation included in the condensed consolidated balance sheets of the Company (in thousands):
|
|
March 31 |
|
December 31 |
| ||
|
|
2011 |
|
2010 |
| ||
|
|
|
|
|
| ||
Assets: |
|
|
|
|
| ||
Deferred taxes, long-term |
|
$ |
2,029 |
|
$ |
2,095 |
|
Total noncurrent assets of discontinued operation |
|
$ |
2,029 |
|
$ |
2,095 |
|
|
|
|
|
|
| ||
Liabilities: |
|
|
|
|
| ||
Total current liabilities of discontinued operation |
|
$ |
1,644 |
|
$ |
165 |
|
|
|
|
|
|
| ||
Accrued restructuring, long-term portion |
|
$ |
4,937 |
|
$ |
5,228 |
|
Total noncurrent liabilities of discontinued operation |
|
$ |
4,937 |
|
$ |
5,228 |
|
Note 7Stock-Based Compensation
Equity Award Activity
A summary of the status of the Companys stock option and stock appreciation right (SAR) activity for the period presented follows:
|
|
|
|
|
|
Weighted |
|
|
| ||
|
|
|
|
Weighted |
|
Average |
|
Aggregate |
| ||
|
|
Number of |
|
Average |
|
Remaining |
|
Intrinsic |
| ||
|
|
Shares |
|
Exercise |
|
Contractual Life |
|
Value |
| ||
|
|
(in thousands) |
|
Price |
|
(in years) |
|
(in thousands) |
| ||
|
|
|
|
|
|
|
|
|
| ||
Outstanding at December 31, 2010 |
|
6,780 |
|
$ |
15.73 |
|
|
|
|
| |
Options & SARs granted |
|
89 |
|
$ |
27.64 |
|
|
|
|
| |
Options & SARs exercised |
|
(348 |
) |
$ |
12.27 |
|
|
|
|
| |
Options & SARs canceled |
|
(10 |
) |
$ |
20.21 |
|
|
|
|
| |
Outstanding at March 31, 2011 |
|
6,511 |
|
$ |
16.07 |
|
6.04 |
|
$ |
82,195 |
|
Exercisable at March 31, 2011 |
|
4,151 |
|
$ |
13.69 |
|
4.79 |
|
$ |
62,269 |
|
The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the Companys closing stock price of $28.69 as of March 31, 2011 for options and SARs that were in-the-money as of that date.
The weighted average grant date fair value of options and SARs granted (as determined under ASC 718), total intrinsic value of options and SARs exercised and cash received from option exercises during the first quarter of 2011 and 2010 were as follows (in thousands, except weighted average grant date fair value):
|
|
Three Months Ended March 31 |
| ||||
|
|
2011 |
|
2010 |
| ||
Options and SARs |
|
|
|
|
| ||
Weighted average grant date fair value |
|
$ |
10.14 |
|
$ |
7.68 |
|
Total intrinsic value of awards exercised |
|
$ |
5,892 |
|
$ |
3,594 |
|
|
|
|
|
|
| ||
Options |
|
|
|
|
| ||
Cash received from exercises |
|
$ |
3,161 |
|
$ |
3,113 |
|
The Company settles exercised stock options and SARs with newly issued common shares.
A summary of the status of the Companys restricted stock unit (RSU) activity for the three months ended March 31, 2011 is as follows:
|
|
|
|
Weighted |
| |
|
|
Number of |
|
Average |
| |
|
|
Shares |
|
Grant Date |
| |
|
|
(in thousands) |
|
Fair Value |
| |
|
|
|
|
|
| |
Outstanding and unvested at December 31, 2010 |
|
1,308 |
|
$ |
19.58 |
|
RSUs granted |
|
10 |
|
$ |
29.16 |
|
RSUs vested |
|
(206 |
) |
$ |
18.40 |
|
RSUs canceled |
|
(12 |
) |
$ |
19.75 |
|
Outstanding and unvested at March 31, 2011 |
|
1,100 |
|
$ |
19.88 |
|
The weighted average grant date fair value was determined based on the closing market price of the Companys common stock on the date of the award. The aggregate intrinsic value of RSUs outstanding at March 31, 2011 was $31.5 million, using the closing price of $28.69 per share as of March 31, 2011.
Stock-Based Compensation Expense
Stock-based employee compensation expense recognized on Advents condensed consolidated statement of operations for the first quarter of 2011 and 2010 was as follows (in thousands):
|
|
Three Months Ended March 31 |
| ||||
|
|
2011 |
|
2010 |
| ||
Statement of operations classification |
|
|
|
|
| ||
Cost of recurring revenues |
|
$ |
503 |
|
$ |
414 |
|
Cost of non-recurring revenues |
|
247 |
|
290 |
| ||
Total cost of revenues |
|
750 |
|
704 |
| ||
|
|
|
|
|
| ||
Sales and marketing |
|
1,500 |
|
1,298 |
| ||
Product development |
|
1,175 |
|
1,209 |
| ||
General and administrative |
|
1,034 |
|
1,074 |
| ||
Total operating expenses |
|
3,709 |
|
3,581 |
| ||
|
|
|
|
|
| ||
Total stock-based compensation expense |
|
4,459 |
|
4,285 |
| ||
|
|
|
|
|
| ||
Tax effect on stock-based employee compensation |
|
(1,862 |
) |
(1,926 |
) | ||
|
|
|
|
|
| ||
Effect on net income from continuing operations, net of tax |
|
$ |
2,597 |
|
$ |
2,359 |
|
Advent capitalized stock-based employee compensation expense of $0.1 million during first quarter of 2011 associated with the Companys software development, internal-use software and professional services implementation projects.
As of March 31, 2011, total unrecognized compensation cost related to unvested awards not yet recognized under all equity compensation plans, adjusted for estimated forfeitures, was $26.0 million and is expected to be recognized through the remaining vesting period of each grant, with a weighted average remaining period of 2.2 years.
Valuation Assumptions
The fair value of each option grant is estimated on the date of grant using the Black-Scholes option valuation model and the straight-line attribution approach with the following assumptions:
|
|
Three Months Ended March 31 |
| ||
Stock Options & SARs |
|
2011 |
|
2010 |
|
Expected volatility |
|
37.2% - 39.6% |
|
36.1% - 37.8% |
|
Expected life (in years) |
|
4.95 |
|
4.96 |
|
Risk-free interest rate |
|
1.9% - 2.4% |
|
2.5% - 2.7% |
|
Expected dividends |
|
None |
|
None |
|
The expected stock price volatility was determined based on an equally weighted average of historical and implied volatility of the Companys common stock. Advent believes that a blend of implied volatility and historical volatility is more reflective of the market conditions and a better indicator of expected volatility than using purely historical volatility. The expected life was determined based on historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules and expectations of future employee behavior. The risk-free interest rate is based on the US Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. The dividend yield assumption is based on the Companys history of not paying dividends and the resultant future expectation of dividend payouts.
Note 8Net Income Per Share
Basic net income per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted net income per share is computed by dividing net income by the sum of weighted average number of common shares outstanding and the potential number of dilutive common shares outstanding during the period, excluding the effect of any anti-dilutive securities. Potential common shares consist of the shares issuable upon the exercise of stock options and
SARs, the vesting of restricted stock awards and from withholdings associated with the Companys employee stock purchase plan. Potential common shares are reflected in diluted earnings per share by application of the treasury stock method, which in the current period includes consideration of unamortized stock-based compensation and windfall tax benefits.
The following table sets forth the computation of basic and diluted net income (loss) per share for continuing operations and the Companys discontinued operation (in thousands, except per-share data):
|
|
Three Months Ended March 31 |
| ||||
|
|
2011 |
|
2010 |
| ||
Numerator: |
|
|
|
|
| ||
Net income (loss): |
|
|
|
|
| ||
Continuing operations |
|
$ |
7,904 |
|
$ |
4,243 |
|
Discontinued operation |
|
1,824 |
|
(48 |
) | ||
Total operations |
|
$ |
9,728 |
|
$ |
4,195 |
|
|
|
|
|
|
| ||
Denominator: |
|
|
|
|
| ||
Denominator for basic net income (loss) per share- weighted average shares outstanding |
|
52,201 |
|
51,748 |
| ||
|
|
|
|
|
| ||
Dilutive common equivalent shares: Employee stock options and other |
|
3,138 |
|
2,529 |
| ||
|
|
|
|
|
| ||
Denominator for diluted net income (loss) per share- weighted average shares outstanding, assuming exercise of potential dilutive common shares |
|
55,339 |
|
54,277 |
| ||
|
|
|
|
|
| ||
Net income (loss) per share: (1) |
|
|
|
|
| ||
Basic: |
|
|
|
|
| ||
Continuing operations |
|
$ |
0.15 |
|
$ |
0.08 |
|
Discontinued operation |
|
0.03 |
|
(0.00 |
) | ||
Total operations |
|
$ |
0.19 |
|
$ |
0.08 |
|
|
|
|
|
|
| ||
Diluted: |
|
|
|
|
| ||
Continuing operations |
|
$ |
0.14 |
|
$ |
0.08 |
|
Discontinued operation |
|
0.03 |
|
(0.00 |
) | ||
Total operations |
|
$ |
0.18 |
|
$ |
0.08 |
|
(1) Net income per share is based on actual calculated values and totals may not sum due to rounding.
For the first quarters of 2011 and 2010, weighted average stock options, SARs and RSUs of approximately 0.3 million and 2.9 million, respectively, were excluded from the calculation of diluted net income (loss) per share because their inclusion would have been anti-dilutive.
Note 9Goodwill
The changes in the carrying value of goodwill for the three months ended March 31, 2011 were as follows (in thousands):
|
|
Goodwill |
| |
|
|
|
| |
Balance at December 31, 2010 |
|
$ |
145,580 |
|
Additions from Syncova acquisition |
|
15,991 |
| |
Translation adjustments |
|
2,289 |
| |
|
|
|
| |
Balance at March 31, 2011 |
|
$ |
163,860 |
|
Foreign currency translation adjustments totaling $2.3 million reflect the general weakening of the US dollar versus the Pound Sterling, Euro and other European currencies during the first quarter of 2011.
Note 10Other Intangibles
The following is a summary of other intangibles as of March 31, 2011 (in thousands):
|
|
Weighted |
|
|
|
|
|
|
| |||
|
|
Average |
|
|
|
|
|
|
| |||
|
|
Amortization |
|
Other |
|
|
|
Other |
| |||
|
|
Period |
|
Intangibles, |
|
Accumulated |
|
Intangibles, |
| |||
|
|
(Years) |
|
Gross |
|
Amortization |
|
Net |
| |||
|
|
|
|
|
|
|
|
|
| |||
Purchased technologies |
|
5.0 |
|
$ |
36,728 |
|
$ |
(19,677 |
) |
$ |
17,051 |
|
In-process research and development |
|
* |
|
1,122 |
|
|
|
1,122 |
| |||
Product development costs |
|
3.0 |
|
15,410 |
|
(10,077 |
) |
5,333 |
| |||
|
|
|
|
|
|
|
|
|
| |||
Developed technology sub-total |
|
|
|
53,260 |
|
(29,754 |
) |
23,506 |
| |||
|
|
|
|
|
|
|
|
|
| |||
Customer relationships |
|
6.0 |
|
29,712 |
|
(22,285 |
) |
7,427 |
| |||
Other intangibles |
|
4.1 |
|
1,751 |
|
(1,074 |
) |
677 |
| |||
|
|
|
|
|
|
|
|
|
| |||
Other intangibles sub-total |
|
|
|
31,463 |
|
(23,359 |
) |
8,104 |
| |||
|
|
|
|
|
|
|
|
|
| |||
Balance at March 31, 2011 |
|
|
|
$ |
84,723 |
|
$ |
(53,113 |
) |
$ |
31,610 |
|
* In-process research and development relates to costs attributed to a pending product version release expected in the second quarter of 2011. Once released, the Company will evaluate the useful life of the technology and amortize such costs accordingly on a straight-line basis.
The following is a summary of other intangibles as of December 31, 2010 (in thousands):
|
|
Weighted |
|
|
|
|
|
|
| |||
|
|
Average |
|
|
|
|
|
|
| |||
|
|
Amortization |
|
Other |
|
|
|
Other |
| |||
|
|
Period |
|
Intangibles, |
|
Accumulated |
|
Intangibles, |
| |||
|
|
(Years) |
|
Gross |
|
Amortization |
|
Net |
| |||
|
|
|
|
|
|
|
|
|
| |||
Purchased technologies |
|
5.0 |
|
$ |
28,118 |
|
$ |
(18,730 |
) |
$ |
9,388 |
|
Product development costs |
|
3.0 |
|
13,714 |
|
(9,477 |
) |
4,237 |
| |||
Developed technology sub-total |
|
|
|
41,832 |
|
(28,207 |
) |
13,625 |
| |||
|
|
|
|
|
|
|
|
|
| |||
Customer relationships |
|
6.0 |
|
27,589 |
|
(22,006 |
) |
5,583 |
| |||
Other intangibles |
|
4.0 |
|
1,585 |
|
(1,021 |
) |
564 |
| |||
|
|
|
|
|
|
|
|
|
| |||
Other intangibles sub-total |
|
|
|
29,174 |
|
(23,027 |
) |
6,147 |
| |||
|
|
|
|
|
|
|
|
|
| |||
Balance at December 31, 2010 |
|
|
|
$ |
71,006 |
|
$ |
(51,234 |
) |
$ |
19,772 |
|
The changes in the carrying value of other intangibles during the three months ended March 31, 2011 were as follows (in thousands):
|
|
Other |
|
|
|
Other |
| |||
|
|
Intangibles, |
|
Accumulated |
|
Intangibles, |
| |||
|
|
Gross |
|
Amortization |
|
Net |
| |||
|
|
|
|
|
|
|
| |||
Balance at December 31, 2010 |
|
$ |
71,006 |
|
$ |
(51,234 |
) |
$ |
19,772 |
|
Additions |
|
13,675 |
|
|
|
13,675 |
| |||
Amortization |
|
|
|
(1,836 |
) |
(1,836 |
) | |||
Translation adjustments |
|
42 |
|
(43 |
) |
(1 |
) | |||
|
|
|
|
|
|
|
| |||
Balance at March 31, 2011 |
|
$ |
84,723 |
|
$ |
(53,113 |
) |
$ |
31,610 |
|
Additions to intangible assets of $13.7 million during the three months ended March 31, 2011 include additions of $12.0 million from the acquisition of Syncova and capitalized product development costs of approximately $1.7 million.
Based on the carrying amount of intangible assets as of March 31, 2011, the estimated future amortization is as follows (in thousands):
|
|
Nine |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
|
|
Months Ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
|
|
December 31 |
|
Years Ended December 31 |
|
|
|
|
| ||||||||||||||||
|
|
2011 |
|
2012 |
|
2013 |
|
2014 |
|
2015 |
|
Thereafter |
|
Other (1) |
|
Total |
| ||||||||
Estimated future amortization of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Developed technology |
|
$ |
5,604 |
|
$ |
6,660 |
|
$ |
4,856 |
|
$ |
1,888 |
|
$ |
1,700 |
|
$ |
1,676 |
|
$ |
|
|
$ |
22,384 |
|
In-process research and development |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,122 |
|
1,122 |
| ||||||||
Other intangibles |
|
1,119 |
|
1,492 |
|
1,447 |
|
1,267 |
|
1,259 |
|
1,520 |
|
|
|
8,104 |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Total |
|
$ |
6,723 |
|
$ |
8,152 |
|
$ |
6,303 |
|
$ |
3,155 |
|
$ |
2,959 |
|
$ |
3,196 |
|
$ |
1,122 |
|
$ |
31,610 |
|
(1) In-process research and development relates to costs attributed to a pending product version release expected in the second quarter of 2011. Once released, the Company will evaluate the useful life of the technology and amortize such costs accordingly on a straight-line basis.
Note 11Balance Sheet Detail
The following is a summary of prepaid expenses and other (in thousands):
|
|
March 31 |
|
December 31 |
| ||
|
|
2011 |
|
2010 |
| ||
|
|
|
|
|
| ||
Prepaid commission |
|
$ |
5,473 |
|
$ |
5,729 |
|
Prepaid contract expense |
|
7,360 |
|
6,043 |
| ||
Prepaid royalty |
|
1,043 |
|
803 |
| ||
Other |
|
6,696 |
|
5,289 |
| ||
Total prepaid expenses and other |
|
$ |
20,572 |
|
$ |
17,864 |
|
The following is a summary of other assets (in thousands):
|
|
March 31 |
|
December 31 |
| ||
|
|
2011 |
|
2010 |
| ||
|
|
|
|
|
| ||
Long-term investment |
|
$ |
500 |
|
$ |
500 |
|
Long-term prepaid commissions |
|
3,519 |
|
3,756 |
| ||
Deposits |
|
2,878 |
|
2,889 |
| ||
Prepaid contract expense, long-term |
|
4,227 |
|
4,914 |
| ||
Total other assets |
|
$ |
11,124 |
|
$ |
12,059 |
|
Long-term investment is an equity investment in a privately held company. This equity investment is carried at the lower of cost or fair value at March 31, 2011 and December 31, 2010. Deposits include restricted cash balances of $1.4 million at each of March 31, 2011 and December 31, 2010 related to the Companys San Francisco headquarters, and facilities in Boston and New York.
The following is a summary of accrued liabilities (in thousands):
|
|
March 31 |
|
December 31 |
| ||
|
|
2011 |
|
2010 |
| ||
|
|
|
|
|
| ||
Salaries and benefits payable |
|
$ |
14,429 |
|
$ |
22,236 |
|
Accrued restructuring, current portion |
|
793 |
|
809 |
| ||
Other |
|
14,065 |
|
11,035 |
| ||
Total accrued liabilities |
|
$ |
29,287 |
|
$ |
34,080 |
|
Accrued restructuring charges are discussed further in Note 13, Restructuring Charges. Other accrued liabilities include accruals for royalties, sales and business taxes, and other miscellaneous items.
The following is a summary of other long-term liabilities (in thousands):
|
|
March 31 |
|
December 31 |
| ||
|
|
2011 |
|
2010 |
| ||
|
|
|
|
|
| ||
Deferred rent |
|
$ |
11,038 |
|
$ |
11,123 |
|
Accrued restructuring, long-term portion |
|
333 |
|
531 |
| ||
Deferred taxes, long-term |
|
3,466 |
|
308 |
| ||
Other |
|
2,022 |
|
2,882 |
| ||
Total other long-term liabilities |
|
$ |
16,859 |
|
$ |
14,844 |
|
Note 12Comprehensive Income and Accumulated Other Comprehensive Income
The components of comprehensive income (loss) were as follows for the periods presented (in thousands):
|
|
Three Months Ended March 31 |
| ||||
|
|
2011 |
|
2010 |
| ||
|
|
|
|
|
| ||
Net income from continuing operations |
|
$ |
7,904 |
|
$ |
4,243 |
|
Unrealized gain on marketable securities, net of taxes |
|
6 |
|
60 |
| ||
Foreign currency translation adjustment |
|
2,558 |
|
(2,523 |
) | ||
Comprehensive income from continuing operations |
|
10,468 |
|
1,780 |
| ||
Comprehensive income (loss) from discontinued operation |
|
1,825 |
|
(48 |
) | ||
Total comprehensive income |
|
$ |
12,293 |
|
$ |
1,732 |
|
The Company recorded taxes of $3,000 and $41,000 during the first quarter of 2011 and 2010, respectively, related to the marketable securities component of other comprehensive income.
The components of accumulated other comprehensive income, net of related taxes, were as follows (in thousands):
|
|
March 31 |
|
December 31 |
| ||
|
|
2011 |
|
2010 |
| ||
|
|
|
|
|
| ||
Accumulated net unrealized gain on marketable securities |
|
$ |
13 |
|
$ |
7 |
|
Accumulated foreign currency translation adjustments |
|
11,167 |
|
8,608 |
| ||
Accumulated other comprehensive income, net of taxes |
|
$ |
11,180 |
|
$ |
8,615 |
|
Note 13Restructuring Charges
Minor restructuring initiatives were implemented in the Companys Advent Investment Management segment since 2006 to reduce costs and improve operating efficiencies. These initiatives have resulted in restructuring charges comprised primarily of costs related to properties abandoned in connection with facilities consolidation and associated write-down of leasehold improvements. Advents restructuring charges included accruals for estimated losses on facility costs based on the Companys contractual obligations net of estimated sublease income. Advent reassesses this liability periodically based on market conditions.
During the first quarter of 2011 and 2010, Advent recorded restructuring charges of $26,000 and $29,000, respectively, which related to the present value amortization of facility exit obligations, partially offset by adjustments to other facility exit assumptions.
The following table sets forth an analysis of the components of the payments and restructuring charges made against the accrual during the first quarter of 2011 (in thousands):
|
|
Facility Exit |
| |
|
|
Costs |
| |
|
|
|
| |
Balance of restructuring accrual at December 31, 2010 |
|
$ |
1,340 |
|
Restructuring charges |
|
17 |
| |
Cash payments |
|
(241 |
) | |
Adjustment of prior restructuring costs |
|
9 |
| |
Balance of total restructuring accrual at March 31, 2011 |
|
$ |
1,125 |
|
Of the remaining restructuring accrual of $1.1 million at March 31, 2011, $0.8 million and $0.3 million are included in accrued liabilities and other long-term liabilities, respectively, on the accompanying condensed consolidated balance sheet. The remaining excess facility costs of $1.1 million are stated at estimated fair value, net of estimated sub-lease income of approximately $1.1 million. Advent expects to pay the remaining obligations associated with the vacated facilities over the remaining lease terms, which expire on various dates through 2012.
Note 14Commitments and Contingencies
Lease Obligations
Advent leases office space and equipment under non-cancelable operating lease agreements, which expire at various dates through June 2025. Some operating leases contain escalation provisions for adjustments in the consumer price index. Advent is responsible for maintenance, insurance, and property taxes. Excluding leases and associated sub-leases for MicroEdge facilities, as of March 31, 2011, Advents remaining operating lease commitments through 2025 are approximately $64.4 million, net of future minimum rental receipts of $1.2 million to be received under non-cancelable sub-leases.
In connection with the sale of MicroEdge, the Company entered into a sub-lease agreement with the Purchaser, whereby Purchaser will sub-lease approximately 24,000 square feet of the 29,000 square feet of office space located at 619 West 54th Street in New York, New York from the Company. The Purchaser will sub-lease the premises through the end of the lease term in 2018, with an option to terminate early. The sub-lease agreement became effective upon the close of sale of MicroEdge on October 1, 2009. The operating lease commitment related to this discontinued operation facility is approximately $5.8 million, less estimated sub-lease income of $3.3 million. With the exception of the MicroEdge facilities in New York City, the leases related to MicroEdge have been transferred to the Purchaser.
Indemnifications
As permitted or required under Delaware law and to the maximum extent allowable under that law, Advent has certain obligations to indemnify its current and former officers and directors for certain events or occurrences while the officer or director is, or was serving, at Advents request in such capacity. These indemnification obligations are valid as long as the director or officer acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The maximum potential amount of future payments Advent could be required to make under these indemnification obligations is unlimited; however, Advent has a director and officer insurance policy that mitigates Advents exposure and enables Advent to recover a portion of any future amounts paid. The Company believes the estimated fair value of these indemnification obligations is minimal.
Legal Contingencies
On March 8, 2005, certain of the former shareholders of Kinexus Corporation and the shareholders representative filed suit against Advent in the Delaware Chancery Court. The complaint alleges that Advent breached the Agreement and Plan of Merger dated as of December 31, 2001 pursuant to which Advent acquired all of the outstanding shares of Kinexus due principally to the fact that no amount was paid by Advent on an earn-out of up to $115 million. The earn-out, which was payable in cash or stock at the election of Advent, was based upon Kinexus meeting certain revenue targets in both 2002 and 2003. The complaint seeks unspecified compensatory damages, an accounting and restitution for unjust enrichment. Advent advised the shareholders representative in January 2003 that the earn-out terms had not been met in 2002 and accordingly no earn-out was payable for 2002 and would not be payable for 2003. After nearly two years of inactivity, plaintiff contacted Advent in November 2010, seeking to continue discovery in the case. Advent has filed a motion to dismiss the case for plaintiffs failure to prosecute in a timely manner and a ruling on the motion is pending. Advent disputes the plaintiffs claims and believes that it has meritorious defenses and intends to vigorously defend this action. Management has not determined that any potential loss associated with this litigation is either probable or reasonably estimable at this time and accordingly has not accrued any amounts for any potential loss.
From time to time, Advent is involved in claims and legal proceedings that arise in the ordinary course of business. Based on currently available information, management does not believe that the ultimate outcome of these unresolved matters, individually and in the aggregate, is likely to have a material adverse effect on the Companys financial position or results of operations. However, litigation is subject to inherent uncertainties and the Companys view of these matters may change in the future. Were an unfavorable outcome to occur, there exists the possibility of a material adverse impact on the Companys financial position and results of operations for the period in which the unfavorable outcome occurs, and potentially in future periods.
Note 15Income Taxes
The following table summarizes the activity relating to the Companys unrecognized tax benefits during the first quarter of 2011 (in thousands):
|
|
Total |
| |
|
|
|
| |
Balance at December 31, 2010 |
|
$ |
9,501 |
|
|
|
|
| |
Gross increases related to current period tax positions |
|
439 |
| |
Balance at March 31, 2011 |
|
$ |
9,940 |
|
At March 31, 2011 and December 31, 2010, Advent had $9.9 million and $9.5 million of gross unrecognized tax benefits, respectively. During the three months ended March 31, 2011, Advent increased the amount of unrecognized tax benefits by approximately $0.4 million relating to federal and California research credits, and California enterprise zone credits. If recognized, the total unrecognized tax benefits would decrease Advents tax provision and increase net income by $8.3 million. The impact on net income reflects the liabilities for unrecognized tax benefits, net of the federal tax benefit of state income tax items. The Companys liabilities for unrecognized tax benefits relate to federal research credits, California research and enterprise zone tax credits and various state net operating losses.
Advent is subject to taxation in the US and various states and foreign jurisdictions and is currently undergoing a State of California franchise tax examination for the 2006 and 2007 tax years. Advent is not under examination in any other income tax jurisdiction at the present time and does not anticipate the total amount of its unrecognized tax benefits to significantly change over the next 12 months. The material jurisdictions that are subject to examination by tax authorities include federal for tax years after 2006 and California for tax years after 2005.
Note 16Fair Value Measurements
The accounting guidance for fair value measurements establishes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows:
Level Input |
|
Input Definition |
|
|
|
Level 1 |
|
Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. |
|
|
|
Level 2 |
|
Inputs other than quoted prices included within Level 1 that are observable for the asset or liability through corroboration with market data at the measurement date. |
|
|
|
Level 3 |
|
Unobservable inputs that reflect managements best estimate of what market participants would use in pricing the asset or liability at the measurement date. |
In general, and where applicable, the Company uses quoted prices in active markets for identical assets or liabilities to determine fair value. The Company applied this valuation technique to measure the fair value of the Companys Level 1 investments, such as treasury obligation money market mutual funds and US government debt securities. Money market funds consist of cash equivalents with remaining maturities of three months or less at the date of purchase and are composed primarily of US government debt securities and treasury obligation money market mutual funds. Advents US government debt securities are securities sponsored by the federal government.
If quoted prices in active markets for identical assets or liabilities are not available to determine fair value, then the Company uses quoted prices for similar assets and liabilities or inputs other than the quoted prices that are observable either directly or indirectly. The Company classifies its corporate debt securities as having Level 2 inputs. These corporate debt securities are guaranteed by the US government. The valuation techniques used to measure the fair value of the Companys financial instruments having Level 2 inputs were derived from non-binding market consensus prices that are corroborated by observable market data, quoted market prices for similar instruments, or pricing models, such as discounted cash flow techniques and incorporate non-performance risk of the counterparty. The Companys procedures include controls to ensure that appropriate fair values are recorded such as comparing prices obtained from multiple independent sources.
The Company measures certain financial assets and liabilities at fair value on a recurring basis, including available-for-sale securities. The fair value of these certain financial assets was determined using the following inputs as of March 31, 2011 (in thousands):
|
|
Fair Value Measurements at Reporting Date Using |
| ||||||||||
|
|
|
|
|
|
Significant |
|
|
| ||||
|
|
|
|
Quoted Prices in |
|
Other |
|
Significant |
| ||||
|
|
|
|
Active Markets for |
|
Observable |
|
Unobservable |
| ||||
|
|
|
|
Identical Assets |
|
Inputs |
|
Inputs |
| ||||
|
|
Total |
|
(Level 1) |
|
(Level 2) |
|
(Level 3) |
| ||||
Assets |
|
|
|
|
|
|
|
|
| ||||
Money market funds (1) |
|
$ |
44,056 |
|
$ |
44,056 |
|
$ |
|
|
$ |
|
|
US government debt securities (2) |
|
60,593 |
|
60,593 |
|
|
|
|
| ||||
Corporate debt securities (2) |
|
21,616 |
|
|
|
21,616 |
|
|
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Total |
|
$ |
126,265 |
|
$ |
104,649 |
|
$ |
21,616 |
|
$ |
|
|
(1) |
Included in cash and cash equivalents on the Companys condensed consolidated balance sheet. |
(2) |
Included in cash and cash equivalents, short-term and long-term marketable securities on the Companys condensed consolidated balance sheet. |
There were no material transfers between Level 1 and Level 2 assets during the first quarter of 2011 and the Company does not have any significant assets that utilize unobservable or Level 3 inputs.
The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value based on the short-term maturities of these instruments.
The Company also has a direct investment in a privately-held company accounted for under the cost method which is not reported in the table of assets measured at fair value above. This investment, which has a carrying value of $0.5 million at March 31, 2011, is periodically assessed for other-than-temporary impairment. If Advent determines that an other-than-temporary impairment has occurred, the Company writes down the investment to its fair value. Advent estimates fair value using a variety of valuation methodologies. Such methodologies include comparing the private company with publicly traded companies in similar lines of business, applying revenue and price/earnings multiples to estimated future operating results for the private company and estimating discounted cash flows for that company.
Note 17Subsequent Event
The Company evaluated subsequent events after the balance sheet date of March 31, 2011 through May 9, 2011, the date the condensed consolidated financial statements were issued, noting no subsequent events or transactions that required recognition or disclosure in the financial statements.
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
You should read the following discussion in conjunction with our consolidated financial statements and related notes. The following discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 as amended and Section 21E of the Securities Exchange Act of 1934 as amended, including, but not limited to statements referencing our expectations relating to future revenues, expenses and operating margins. Forward-looking statements can be identified by the use of terminology such as may, will, should, expect, plan, anticipate, believe, estimate, predict, potential, continue or other similar terms and the negative of such terms regarding beliefs, plans, expectations or intentions regarding the future. Forward-looking statements include, among others, statements regarding the future of the investment management market and opportunities for us related thereto, expansion, acquisition, or investment in other businesses and the benefits there from, projections of revenues, future cost and expense levels, expected timing and amount of amortization expenses related to past acquisitions, the adequacy of resources to meet future cash requirements, estimates or predictions of actions by customers, suppliers, competitors or regulatory authorities, future client wins, future hiring and future product introductions and acceptance. Such forward-looking statements are based on our current plans and expectations and involve known and unknown risks and uncertainties which may cause our actual results or performance to be materially different from any results or performance expressed or implied by such forward-looking statements. Such factors include, but are not limited to the Risk Factors set forth in Item 1A. Risk Factors in this Form 10-Q, as well as other risks identified from time to time in other Securities and Exchange Commission (SEC) reports. You should not place undue reliance on our forward-looking statements, as they are not guarantees of future results, levels of activity or performance and represent our expectations only as of the date they are made.
Unless expressly stated or the context otherwise requires, the terms we, our, us, the Company and Advent refer to Advent Software, Inc. and its subsidiaries.
Overview
We offer integrated software products and services for automating and integrating data and work flows across the investment management organization, as well as between the investment management organization and external parties. Our products are intended to increase operational efficiency, improve the accuracy of client information and enable better decision-making. Each solution focuses on specific mission-critical functions of the front, middle and back offices of investment management organizations and is designed to meet the needs of the particular client, as determined by size, assets under management and complexity of their investment process. Unless otherwise noted, discussion in this document pertains to our continuing operations.
Current Economic Environment
During the first quarter of 2011, our pipeline continued to benefit from an improved economic environment which began during the last half of 2009. The conversion of pipeline to bookings in the first quarter of 2011 was slower than expected, leading to lower bookings compared to the first quarter of 2010. However, we grew revenues during the first quarter of 2011 as compared to 2010. We maintain our expectations of an improved demand environment for 2011, and are expecting to grow revenues by 9% to 12% in fiscal 2011 as a result of booking activity and our improved renewal rates from the prior 12 months. As the current economic situation evolves, we will continue to evaluate its impact on our business and we will remain focused on delivering innovative solutions for our customers. We remain positive about our market position, current product portfolio and future product pipeline. We intend to remain focused on executing in the areas we can influence by continuing to provide high value products while managing our expenses and headcount growth.
Operating Overview
Operating highlights of our first quarter of 2011 include:
· Improvement in Renewal Rate. Our initially disclosed renewal rate is reported one quarter in arrears and improved to 95% for the fourth quarter of 2010. This represents a 6-point improvement over the initially reported renewal rate for the fourth quarter of 2009.
· International traction and expansion. We continue to execute on our international growth strategy, with revenues from international sources totaling 17% in the first quarter of 2011. This represents a 3-point increase over
the same period in 2010 as a result of bookings from the prior 12 months. Advent signed new contracts in Hong Kong, Saudi Arabia, France, Scandinavia, Switzerland and the United Kingdom in the first quarter of 2011.
· New product releases. We launched Geneva 8.5, which offers comprehensive instrument coverage, full financial general ledger, and industry-standard integration tools enabling firms to manage complex investment vehicles, multiple investment strategies, and tiered fund structures. We also launched Moxy 7.1, which is designed to support the growing trends towards model-driven portfolio construction and management, combined with increased concerns about compliance.
· New and incremental bookings. The term license and Advent OnDemand contracts signed in the first quarter of 2011 will contribute approximately $5.1 million in annual revenue (annual contract value or ACV), once they are fully implemented. This represents a 30% decrease from the $7.3 million of ACV booked from term license and Advent OnDemand contracts signed in the first quarter of 2010.
· Acquisition of Syncova Solutions, Ltd. In February 2011, Advent Software, Inc. acquired Syncova Solutions, Ltd. (Syncova), a United Kingdom-based company that provides margin management and debt finance reconciliation and optimization software. Cash consideration of $24.6 million, net of cash acquired, was paid upon closing in February 2011.
Term License and Term License Deferral/Recognition
We are substantially through the process of converting the Companys license revenues from a perpetual license model to a term license model. When a customer purchases a term license together with implementation services, we do not recognize any revenue under the contract until the implementation services are complete and the remaining services are substantially complete. If the implementation services are still in progress as of quarter-end, we will defer all of the contract revenues to a subsequent quarter. At the point professional services are substantially completed, we recognize a pro-rata amount of the term license revenue, professional services fees earned and related expenses, based on the elapsed time from the start of the term license to the substantial completion of professional services. Term license revenue for the remaining contract years and the remaining deferred professional services revenue and related expenses are recognized ratably over the remaining contract length.
The term license component of the deferred revenue balance related to implementations in process will increase or decrease in the future depending on the amount of new term license bookings relative to the number of implementations that reach substantial completion in a particular quarter. For the three months ended March 31, 2011 and 2010, the net term license deferral/recognition (decreased) increased the Companys revenues as follows (in millions):
|
|
Three Months Ended March 31 |
|
|
| |||||
|
|
2011 |
|
2010 |
|
Change |
| |||
|
|
|
|
|
|
|
| |||
Term license revenues |
|
$ |
(1.5 |
) |
$ |
(0.7 |
) |
$ |
(0.8 |
) |
Professional services and other |
|
(1.7 |
) |
0.2 |
|
(1.9 |
) | |||
|
|
|
|
|
|
|
| |||
Total net revenues |
|
$ |
(3.2 |
) |
$ |
(0.5 |
) |
$ |
(2.7 |
) |
During the first quarter of 2011, we deferred net revenues of $3.2 million and directly-related expenses of $1.7 million associated with our term licensing model. The impact of these deferrals on our operating income was approximately $1.5 million. During the first quarter of 2011, we experienced an increase in the net term license revenue deferral due to more projects in the implementation phase as a result of strong bookings in the latter half of 2010.
Amounts of revenues and directly-related expenses deferred as of March 31, 2011 and December 31, 2010 associated with our term licensing deferral were as follows (in millions):
|
|