Attached files
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EX-31.2 - EX-31.2 - ADVENT SOFTWARE INC /DE/ | a15-7327_1ex31d2.htm |
EX-31.1 - EX-31.1 - ADVENT SOFTWARE INC /DE/ | a15-7327_1ex31d1.htm |
EX-32.2 - EX-32.2 - ADVENT SOFTWARE INC /DE/ | a15-7327_1ex32d2.htm |
EX-32.1 - EX-32.1 - ADVENT SOFTWARE INC /DE/ | a15-7327_1ex32d1.htm |
EXCEL - IDEA: XBRL DOCUMENT - ADVENT SOFTWARE INC /DE/ | Financial_Report.xls |
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, 2015
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 |
|
94-2901952 |
(State or other jurisdiction of incorporation or organization) |
|
(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 x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer x |
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Accelerated filer ¨ |
|
|
|
Non-accelerated filer ¨ |
|
Smaller reporting company ¨ |
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
The number of shares of the registrants common stock outstanding as of April 30, 2015 was 52,690,357.
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3 | ||
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3 | |
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4 | |
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5 | |
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6 | |
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7 | |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
22 | |
37 | ||
38 | ||
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38 | ||
39 | ||
52 | ||
53 | ||
53 | ||
53 | ||
53 | ||
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54 |
ADVENT SOFTWARE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
|
|
March 31 |
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December 31 |
| ||
|
|
2015 |
|
2014 |
| ||
ASSETS |
|
|
|
|
| ||
Current assets: |
|
|
|
|
| ||
Cash and cash equivalents |
|
$ |
23,490 |
|
$ |
28,784 |
|
Short-term marketable securities |
|
4,296 |
|
7,298 |
| ||
Accounts receivable, net |
|
62,495 |
|
61,870 |
| ||
Deferred taxes, current |
|
31,777 |
|
28,275 |
| ||
Prepaid expenses and other |
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29,673 |
|
24,984 |
| ||
Total current assets |
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151,731 |
|
151,211 |
| ||
Property and equipment, net |
|
26,070 |
|
27,995 |
| ||
Goodwill |
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198,554 |
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202,290 |
| ||
Other intangibles, net |
|
16,736 |
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18,803 |
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Long-term marketable securities |
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|
|
1,874 |
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Deferred taxes, long-term |
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18,178 |
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18,358 |
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Other assets |
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12,464 |
|
13,245 |
| ||
Noncurrent assets of discontinued operation |
|
1,093 |
|
1,093 |
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|
|
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Total assets |
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$ |
424,826 |
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$ |
434,869 |
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|
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LIABILITIES AND STOCKHOLDERS DEFICIT |
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Current liabilities: |
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|
|
|
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Accounts payable |
|
$ |
11,397 |
|
$ |
12,041 |
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Dividends payable |
|
|
|
6,750 |
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Accrued liabilities |
|
37,548 |
|
36,541 |
| ||
Deferred revenues |
|
191,740 |
|
197,144 |
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Income taxes payable |
|
1,233 |
|
132 |
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Current portion of long-term debt |
|
20,000 |
|
20,000 |
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Current liabilities of discontinued operation |
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614 |
|
572 |
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Total current liabilities |
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262,532 |
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273,180 |
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Deferred revenue, long-term |
|
6,273 |
|
6,972 |
| ||
Long-term income taxes payable |
|
9,513 |
|
9,513 |
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Long-term debt |
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185,000 |
|
200,000 |
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Other long-term liabilities |
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9,555 |
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7,821 |
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Noncurrent liabilities of discontinued operation |
|
2,008 |
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2,170 |
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|
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|
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Total liabilities |
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474,881 |
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499,656 |
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|
|
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Commitments and contingencies (See Note 13) |
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Stockholders deficit: |
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|
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Common stock |
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527 |
|
519 |
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Additional paid-in capital |
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75,925 |
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61,455 |
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Accumulated deficit |
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(125,186 |
) |
(130,234 |
) | ||
Accumulated other comprehensive (loss) income |
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(1,321 |
) |
3,473 |
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Total stockholders deficit |
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(50,055 |
) |
(64,787 |
) | ||
Total liabilities and stockholders deficit |
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$ |
424,826 |
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$ |
434,869 |
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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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|
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2015 |
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2014 |
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|
|
|
|
|
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Net revenues: |
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|
|
|
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Recurring revenues |
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$ |
96,174 |
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$ |
89,129 |
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Non-recurring revenues |
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7,090 |
|
7,675 |
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|
|
|
|
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Total net revenues |
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103,264 |
|
96,804 |
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|
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Cost of revenues: |
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|
|
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Recurring revenues |
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21,501 |
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18,627 |
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Non-recurring revenues |
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7,431 |
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8,055 |
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Amortization of developed technology |
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1,570 |
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1,800 |
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|
|
|
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Total cost of revenues |
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30,502 |
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28,482 |
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Gross margin |
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72,762 |
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68,322 |
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Operating expenses: |
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|
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Sales and marketing |
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19,664 |
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19,729 |
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Product development |
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19,557 |
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17,639 |
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General and administrative |
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11,457 |
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10,558 |
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Amortization of other intangibles |
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798 |
|
909 |
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Transaction-related fees |
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8,444 |
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|
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Restructuring charges |
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2,643 |
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174 |
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|
|
|
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Total operating expenses |
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62,563 |
|
49,009 |
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|
|
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Income from continuing operations |
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10,199 |
|
19,313 |
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Interest and other income (expense), net |
|
(897 |
) |
(2,225 |
) | ||
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|
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Income from continuing operations before income taxes |
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9,302 |
|
17,088 |
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Provision for income taxes |
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4,226 |
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6,181 |
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|
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Net income from continuing operations |
|
$ |
5,076 |
|
$ |
10,907 |
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|
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Discontinued operation: |
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Net loss from discontinued operation (net of applicable taxes of $(5) and $(14), respectively) |
|
(28 |
) |
(21 |
) | ||
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Net income |
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$ |
5,048 |
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$ |
10,886 |
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Basic net income (loss) per share: |
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Continuing operations |
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$ |
0.10 |
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$ |
0.21 |
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Discontinued operation |
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(0.00 |
) |
(0.00 |
) | ||
Total operations |
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$ |
0.10 |
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$ |
0.21 |
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Diluted net income (loss) per share: |
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|
|
|
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Continuing operations |
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$ |
0.09 |
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$ |
0.20 |
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Discontinued operation |
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(0.00 |
) |
(0.00 |
) | ||
Total operations |
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$ |
0.09 |
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$ |
0.20 |
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Weighted average shares used to compute net income (loss) per share: |
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Basic |
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52,411 |
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51,358 |
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Diluted |
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55,106 |
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53,807 |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
Net income (loss) per share is based on actual calculated values and totals may not sum due to rounding.
ADVENT SOFTWARE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(Unaudited)
|
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Three Months Ended March 31 |
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|
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2015 |
|
2014 |
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|
|
|
|
|
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Net income |
|
$ |
5,048 |
|
$ |
10,886 |
|
|
|
|
|
|
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Other comprehensive income (loss), net of taxes |
|
|
|
|
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Foreign currency translation |
|
(4,765 |
) |
499 |
| ||
Unrealized loss on marketable securities (net of applicable taxes of $12 and $0, respectively) |
|
(29 |
) |
|
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Total other comprehensive income (loss), net of taxes |
|
(4,794 |
) |
499 |
| ||
|
|
|
|
|
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Comprehensive income |
|
$ |
254 |
|
$ |
11,385 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
ADVENT SOFTWARE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
|
|
Three Months Ended March 31 |
| ||||
|
|
2015 |
|
2014 |
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Cash flows from operating activities: |
|
|
|
|
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Net income |
|
$ |
5,048 |
|
$ |
10,886 |
|
Adjustment to net income for discontinued operation net loss |
|
28 |
|
21 |
| ||
Net income from continuing operations |
|
5,076 |
|
10,907 |
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|
|
|
|
|
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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 |
|
6,605 |
|
7,628 |
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Excess tax benefit from stock-based compensation |
|
(4,162 |
) |
(3,348 |
) | ||
Depreciation and amortization |
|
6,499 |
|
5,475 |
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Amortization of debt issuance costs |
|
367 |
|
354 |
| ||
Reduction of doubtful accounts |
|
(20 |
) |
(12 |
) | ||
Reduction of sales reserves |
|
(96 |
) |
(250 |
) | ||
Deferred income taxes |
|
697 |
|
(135 |
) | ||
Other |
|
(538 |
) |
130 |
| ||
Effect of statement of operations adjustments |
|
9,352 |
|
9,842 |
| ||
Changes in operating assets and liabilities: |
|
|
|
|
| ||
Accounts receivable |
|
(604 |
) |
9,633 |
| ||
Prepaid and other assets |
|
(4,062 |
) |
2,094 |
| ||
Accounts payable |
|
(650 |
) |
(1,999 |
) | ||
Accrued liabilities |
|
2,405 |
|
(8,151 |
) | ||
Deferred revenues |
|
(6,007 |
) |
(5,852 |
) | ||
Income taxes payable |
|
1,101 |
|
4,401 |
| ||
Effect of changes in operating assets and liabilities |
|
(7,817 |
) |
126 |
| ||
|
|
|
|
|
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Net cash provided by operating activities from continuing operations |
|
6,611 |
|
20,875 |
| ||
|
|
|
|
|
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Cash flows from investing activities: |
|
|
|
|
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Purchases of property and equipment |
|
(2,026 |
) |
(2,085 |
) | ||
Capitalized software development costs |
|
(490 |
) |
(472 |
) | ||
Change in restricted cash |
|
(197 |
) |
|
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Purchases of marketable securities |
|
(2,000 |
) |
|
| ||
Sales and maturities of marketable securities |
|
6,831 |
|
|
| ||
|
|
|
|
|
| ||
Net cash provided by (used in) investing activities from continuing operations |
|
2,118 |
|
(2,557 |
) | ||
|
|
|
|
|
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Cash flows from financing activities: |
|
|
|
|
| ||
Proceeds from common stock issued from exercises of stock options |
|
5,000 |
|
1,246 |
| ||
Excess tax benefits from stock-based compensation |
|
4,162 |
|
3,348 |
| ||
Withholding taxes related to equity award net share settlement |
|
(811 |
) |
(1,581 |
) | ||
Repayment of debt |
|
(15,000 |
) |
(10,000 |
) | ||
Payment of cash dividend |
|
(6,750 |
) |
|
| ||
|
|
|
|
|
| ||
Net cash used in financing activities from continuing operations |
|
(13,399 |
) |
(6,987 |
) | ||
|
|
|
|
|
| ||
Net cash transferred to discontinued operation |
|
(147 |
) |
(161 |
) | ||
|
|
|
|
|
| ||
Effect of exchange rate changes on cash and cash equivalents |
|
(477 |
) |
(34 |
) | ||
|
|
|
|
|
| ||
Net change in cash and cash equivalents from continuing operations |
|
(5,294 |
) |
11,136 |
| ||
Cash and cash equivalents of continuing operations at beginning of period |
|
28,784 |
|
33,828 |
| ||
|
|
|
|
|
| ||
Cash and cash equivalents of continuing operations at end of period |
|
$ |
23,490 |
|
$ |
44,964 |
|
Supplemental disclosure of cash flow information: |
|
|
|
|
| ||
Noncash investing activities: |
|
|
|
|
| ||
Capital expenditures included in accounts payable |
|
$ |
892 |
|
$ |
469 |
|
|
|
|
|
|
| ||
Cash flows from discontinued operation of MicroEdge, Inc.: |
|
|
|
|
| ||
Net cash used in operating activities |
|
$ |
(147 |
) |
$ |
(161 |
) |
Net cash transferred from continuing operations |
|
147 |
|
161 |
|
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. and its subsidiaries (collectively Advent or the Company). All inter-company amounts and transactions have been eliminated.
Advent has prepared these condensed consolidated financial statements in accordance with the rules and regulations of the U.S. 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 fiscal year ended December 31, 2014. Interim results are not necessarily indicative of the results to be expected for the full year, and no representation is made thereto.
These condensed consolidated financial statements include, in the opinion of management, all adjustments necessary to state fairly the financial position, results of continuing operations and cash flows for each interim period shown. All such adjustments occur in the ordinary course of business and are of a normal, recurring nature.
Recent Accounting Pronouncements
With the exception of the below, there have been no recent accounting pronouncements or changes in accounting pronouncements during fiscal year 2015, as compared to the recent accounting pronouncements described in Advents Annual Report on Form 10-K for the fiscal year ended December 31, 2014, that are of significance, or potential significance, to the Companys condensed consolidated financial statements.
In May 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. ASU 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. Generally Accepted Accounting Principles (GAAP) when it becomes effective. On April 1, 2015, the Financial Accounting Standards Board (FASB) proposed a one year deferral of the effective date to December 15, 2017 and early application would be permitted, but not before the original effective date of December 15, 2016. Companies may use either a full retrospective or a modified retrospective approach to adopt the standard. The Company is evaluating the impact of the adoption of ASU 2014-09 on its condensed consolidated financial statements.
In January 2015 the FASB issued ASU No. 2015-01, Income Statement Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. This update eliminates from GAAP the concept of an extraordinary item. As a result, an entity will no longer (1) segregate an extraordinary item from the results of ordinary operations; (2) separately present an extraordinary item on its income statement, net of tax, after income from continuing operations; and (3) disclose income taxes and earnings-per-share data applicable to an extraordinary item. ASU 2015-01 is effective for annual periods beginning after December 15, 2015, and interim periods within those annual periods. Early adoption is permitted. Advent expects to adopt this new standard in the first quarter of fiscal year 2016 and does not expect the adoption to have a material impact on the Companys condensed consolidated financial statements.
In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. ASU 2015-02 is a new consolidation standard to improve targeted areas of the consolidation guidance and reduce the number of consolidation models. ASU 2015-02 is effective for public entities for the annual reporting period ending after December 15, 2015, and for annual and interim periods thereafter, which means that it will be effective for Advents fiscal year beginning January 1, 2016. Early adoption is permitted. The Company expects to adopt this new standard effective January 1, 2016 and does not expect the adoption to have a material impact on the Companys condensed consolidated financial statements.
In April 2015, the FASB issued ASU No. 2015-03, InterestImputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 requires entities to present debt issuance costs related to a recognized debt liability as a direct deduction from the carrying amount of the debt liability. The new guidance does not affect entities recognition and measurement of debt issuance costs. Previously, entities were required to present debt issuance costs as deferred charges in the asset section of the statement of financial position. ASU 2015-03 is effective for public entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, which means that it will be effective for Advents fiscal year beginning January 1, 2016. Early adoption is permitted. The Company expects to adopt this new standard effective January 1, 2016 and does not expect the adoption to have a material impact on the Companys condensed consolidated financial statements.
In April 2015, the FASB issued ASU No. 2015-05, IntangiblesGoodwill and OtherInternal-Use Software (Subtopic 350-40): Customers Accounting for Fees Paid in a Cloud Computing Arrangement. ASU 2015-05 provides explicit guidance to help companies evaluate the accounting for fees paid by a customer in a cloud computing arrangement. The new guidance clarifies that if a cloud computing arrangement includes a software license, the customer should account for the license consistent with its accounting for other software licenses. If the arrangement does not include a software license, the customer should account for the arrangement as a service contract. ASU 2015-05 is effective for public entities for the annual reporting period, including interim periods within those annual periods, beginning after December 15, 2015, which means that it will be effective for Advents fiscal year beginning January 1, 2016. An entity can elect to adopt the amendments either prospectively for all arrangements entered into or materially modified after the effective date, or retrospectively. Early adoption is permitted. The Company expects to adopt this new standard effective January 1, 2016 and does not expect the adoption to have a material impact on the Companys condensed consolidated financial statements.
Note 2Financial Statement Detail
Recurring and non-recurring revenues
The following is a summary of recurring and non-recurring revenues (in thousands):
|
|
Three Months Ended March 31 |
| ||||
|
|
2015 |
|
2014 |
| ||
|
|
|
|
|
| ||
Term license revenues |
|
$ |
52,415 |
|
$ |
47,039 |
|
Perpetual maintenance revenues |
|
15,255 |
|
16,142 |
| ||
Assets under administration revenues |
|
1,652 |
|
1,609 |
| ||
Other recurring revenues |
|
26,852 |
|
24,339 |
| ||
|
|
|
|
|
| ||
Total recurring revenues |
|
$ |
96,174 |
|
$ |
89,129 |
|
|
|
|
|
|
| ||
Professional services and other revenues |
|
$ |
6,629 |
|
$ |
7,243 |
|
Perpetual license fees |
|
461 |
|
432 |
| ||
|
|
|
|
|
| ||
Total non-recurring revenues |
|
$ |
7,090 |
|
$ |
7,675 |
|
Prepaid expenses and other
The following is a summary of prepaid expenses and other (in thousands):
|
|
March 31 |
|
December 31 |
| ||
|
|
2015 |
|
2014 |
| ||
|
|
|
|
|
| ||
Prepaid contract expense |
|
$ |
10,074 |
|
$ |
9,766 |
|
Deferred commissions |
|
6,038 |
|
6,665 |
| ||
Debt issuance costs |
|
1,425 |
|
1,438 |
| ||
Tenant improvement allowances |
|
1,295 |
|
|
| ||
Other |
|
10,841 |
|
7,115 |
| ||
|
|
|
|
|
| ||
Total prepaid expenses and other |
|
$ |
29,673 |
|
$ |
24,984 |
|
Other assets
The following is a summary of other assets (in thousands):
|
|
March 31 |
|
December 31 |
| ||
|
|
2015 |
|
2014 |
| ||
|
|
|
|
|
| ||
Debt issuance costs |
|
$ |
3,128 |
|
$ |
3,483 |
|
Deposits |
|
3,108 |
|
2,915 |
| ||
Prepaid contract expense, long-term |
|
3,037 |
|
3,770 |
| ||
Long-term deferred commissions |
|
3,025 |
|
2,919 |
| ||
Other |
|
166 |
|
158 |
| ||
|
|
|
|
|
| ||
Total other assets |
|
$ |
12,464 |
|
$ |
13,245 |
|
Deposits include restricted cash balances totaling $1.7 million at March 31, 2015 and $1.5 million at December 31, 2014 primarily related to the Companys San Francisco headquarters and facilities in New York. Refer to Note 13, Commitments and Contingencies for additional information.
Dividends Payable
On February 2, 2015, we entered into an Agreement and Plan of Merger (the Merger Agreement) with SS&C Technologies Holdings, Inc. (Parent or SS&C) and Arbor Acquisition Company, Inc., a wholly owned subsidiary of Parent (Merger Sub). In accordance with the Merger Agreement, the Company is prohibited from declaring dividends during the pendency of the agreement. Therefore, Advents Board of Directors (the Board) did not declare a dividend during the first quarter of 2015. Advents Board declared a cash dividend during the fourth quarter of 2014 of $0.13 per common share payable to shareholders of record as of December 31, 2014 and paid the dividend on January 15, 2015 totaling $6.8 million.
Accrued liabilities
The following is a summary of accrued liabilities (in thousands):
|
|
March 31 |
|
December 31 |
| ||
|
|
2015 |
|
2014 |
| ||
|
|
|
|
|
| ||
Salaries and benefits payable |
|
$ |
16,073 |
|
$ |
21,381 |
|
Accrued dividend equivalents on restricted stock units |
|
3,834 |
|
3,404 |
| ||
Accrued legal fees |
|
2,984 |
|
346 |
| ||
Deferred rent, current portion |
|
1,498 |
|
1,998 |
| ||
Accrued restructuring, current portion |
|
1,460 |
|
61 |
| ||
Other |
|
11,699 |
|
9,351 |
| ||
|
|
|
|
|
| ||
Total accrued liabilities |
|
$ |
37,548 |
|
$ |
36,541 |
|
Accrued restructuring charges are discussed further in Note 14, Restructuring Charges contained herein. As part of the recapitalization in 2013, as discussed in Advents 2013 and 2014 Annual Reports on Form 10-K, holders of restricted stock units (RSUs) have the right to receive a dividend equivalent payment of $9.00 per RSU upon vesting. At March 31, 2015 and December 31, 2014, Other accrued liabilities included accruals for sales and business taxes and other miscellaneous items.
Other long-term liabilities
The following is a summary of other long-term liabilities (in thousands):
|
|
March 31 |
|
December 31 |
| ||
|
|
2015 |
|
2014 |
| ||
|
|
|
|
|
| ||
Deferred rent |
|
$ |
7,527 |
|
$ |
5,814 |
|
Long-term deferred tax liability |
|
1,298 |
|
1,442 |
| ||
Other |
|
730 |
|
565 |
| ||
|
|
|
|
|
| ||
Total other long-term liabilities |
|
$ |
9,555 |
|
$ |
7,821 |
|
Note 3 - Cash Equivalents and Marketable Securities
Cash, cash equivalents and marketable securities primarily consist of money market mutual funds, U.S. government and U.S. Government Sponsored Entities (GSEs) securities, foreign government debt securities and high credit quality corporate debt securities. All marketable securities were considered available-for-sale and were carried at fair value on the Companys consolidated balance sheet. Short-term marketable securities mature twelve months or less, and long-term marketable securities mature greater than twelve months, from the date of the consolidated balance sheet.
Marketable securities at March 31, 2015 are summarized as follows (in thousands):
|
|
|
|
|
|
Gross |
|
Gross |
|
|
| |||||
|
|
|
|
|
|
Unrealized |
|
Unrealized |
|
|
| |||||
|
|
|
|
Gross |
|
Losses |
|
Losses |
|
|
| |||||
|
|
Amortized |
|
Unrealized |
|
Less than |
|
12 Months |
|
Aggregate |
| |||||
|
|
Cost |
|
Gains |
|
12 Months |
|
or Longer |
|
Fair Value |
| |||||
Balance at March 31, 2015 |
|
|
|
|
|
|
|
|
|
|
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Corporate debt securities |
|
$ |
2,942 |
|
$ |
|
|
$ |
(39 |
) |
$ |
|
|
$ |
2,903 |
|
U.S. government debt securities |
|
744 |
|
|
|
(14 |
) |
|
|
730 |
| |||||
Municipal bonds |
|
668 |
|
|
|
(5 |
) |
|
|
663 |
| |||||
Total |
|
$ |
4,354 |
|
$ |
|
|
$ |
(58 |
) |
$ |
|
|
$ |
4,296 |
|
Marketable securities at December 31, 2014 are summarized as follows (in thousands):
|
|
|
|
|
|
Gross |
|
Gross |
|
|
| |||||
|
|
|
|
|
|
Unrealized |
|
Unrealized |
|
|
| |||||
|
|
|
|
Gross |
|
Losses |
|
Losses |
|
|
| |||||
|
|
Amortized |
|
Unrealized |
|
Less than |
|
12 Months |
|
Aggregate |
| |||||
|
|
Cost |
|
Gains |
|
12 Months |
|
or Longer |
|
Fair Value |
| |||||
Balance at December 31, 2014 |
|
|
|
|
|
|
|
|
|
|
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Corporate debt securities |
|
$ |
7,184 |
|
$ |
|
|
$ |
|
|
$ |
(22 |
) |
$ |
7,162 |
|
U.S. government debt securities |
|
1,347 |
|
|
|
|
|
(6 |
) |
1,341 |
| |||||
Municipal bonds |
|
671 |
|
|
|
|
|
(2 |
) |
669 |
| |||||
Total |
|
$ |
9,202 |
|
$ |
|
|
$ |
|
|
$ |
(30 |
) |
$ |
9,172 |
|
The following table summarizes the contractual maturities of marketable securities at March 31, 2015 (in thousands):
|
|
Amortized |
|
Aggregate |
| ||
|
|
Cost |
|
Fair Value |
| ||
Matures in less than one year |
|
$ |
4,354 |
|
$ |
4,296 |
|
Matures in one to three years |
|
|
|
|
| ||
Total |
|
$ |
4,354 |
|
$ |
4,296 |
|
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.
For fixed income securities that have unrealized losses as of March 31, 2015, the Company has determined that (i) it does not have the intent to sell any of these investments while in a loss position 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, 2015, 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, 2015 were temporary in nature. Unrealized gains and losses are a component of Accumulated other comprehensive income in the accompanying consolidated balance sheet as of March 31, 2015.
During the first quarter of 2015 and 2014, $6.8 million, and $0, respectively, of marketable securities were sold or matured, which did not have any associated material gross realized gains or losses.
Note 4Goodwill
The changes in the carrying value of goodwill for the first quarter of 2015 were as follows (in thousands):
|
|
Carrying |
| |
|
|
|
| |
Balance at December 31, 2014 |
|
$ |
202,290 |
|
Translation adjustments |
|
(3,736 |
) | |
|
|
|
| |
Balance at March 31, 2015 |
|
$ |
198,554 |
|
Translation adjustments reflect the impact of translating goodwill balances denominated in various foreign currencies to the U.S. Dollar. The $(3.7) million translation adjustment resulted from a strengthening of the U.S. Dollar exchange rate versus other currencies during the first quarter of 2015.
Note 5Other Intangibles, Net
Other intangibles are summarized as follows (in thousands, except weighted average amortization period):
|
|
Weighted |
|
|
|
|
|
|
| |||
|
|
Average |
|
|
|
|
|
|
| |||
|
|
Amortization |
|
|
|
|
|
|
| |||
|
|
Period |
|
|
|
Accumulated |
|
|
| |||
|
|
(Years) |
|
Gross |
|
Amortization |
|
Net |
| |||
|
|
|
|
|
|
|
|
|
| |||
Purchased technologies |
|
5.1 |
|
$ |
49,358 |
|
$ |
(43,588 |
) |
$ |
5,770 |
|
Product development costs |
|
3.0 |
|
22,913 |
|
(19,834 |
) |
3,079 |
| |||
|
|
|
|
|
|
|
|
|
| |||
Developed technology sub-total |
|
|
|
72,271 |
|
(63,422 |
) |
8,849 |
| |||
|
|
|
|
|
|
|
|
|
| |||
Customer relationships |
|
6.4 |
|
40,565 |
|
(33,115 |
) |
7,450 |
| |||
Other intangibles |
|
4.1 |
|
4,604 |
|
(4,167 |
) |
437 |
| |||
|
|
|
|
|
|
|
|
|
| |||
Other intangibles sub-total |
|
|
|
45,169 |
|
(37,282 |
) |
7,887 |
| |||
|
|
|
|
|
|
|
|
|
| |||
Balance at March 31, 2015 |
|
|
|
$ |
117,440 |
|
$ |
(100,704 |
) |
$ |
16,736 |
|
|
|
Weighted |
|
|
|
|
|
|
| |||
|
|
Average |
|
|
|
|
|
|
| |||
|
|
Amortization |
|
|
|
|
|
|
| |||
|
|
Period |
|
|
|
Accumulated |
|
|
| |||
|
|
(Years) |
|
Gross |
|
Amortization |
|
Net |
| |||
|
|
|
|
|
|
|
|
|
| |||
Purchased technologies |
|
5.1 |
|
$ |
50,152 |
|
$ |
(43,195 |
) |
$ |
6,957 |
|
Product development costs |
|
3.0 |
|
22,423 |
|
(19,314 |
) |
3,109 |
| |||
|
|
|
|
|
|
|
|
|
| |||
Developed technology sub-total |
|
|
|
72,575 |
|
(62,509 |
) |
10,066 |
| |||
|
|
|
|
|
|
|
|
|
| |||
Customer relationships |
|
6.4 |
|
40,783 |
|
(32,577 |
) |
8,206 |
| |||
Other intangibles |
|
4.1 |
|
4,629 |
|
(4,098 |
) |
531 |
| |||
|
|
|
|
|
|
|
|
|
| |||
Other intangibles sub-total |
|
|
|
45,412 |
|
(36,675 |
) |
8,737 |
| |||
|
|
|
|
|
|
|
|
|
| |||
Balance at December 31, 2014 |
|
|
|
$ |
117,987 |
|
$ |
(99,184 |
) |
$ |
18,803 |
|
The changes in the carrying value of other intangibles during the three months ended March 31, 2015 are summarized as follows (in thousands):
|
|
|
|
Accumulated |
|
|
| |||
|
|
Gross |
|
Amortization |
|
Net |
| |||
|
|
|
|
|
|
|
| |||
Balance at December 31, 2014 |
|
$ |
117,987 |
|
$ |
(99,184 |
) |
$ |
18,803 |
|
Additions |
|
490 |
|
|
|
490 |
| |||
Amortization |
|
|
|
(2,368 |
) |
(2,368 |
) | |||
Translation adjustments |
|
(1,037 |
) |
848 |
|
(189 |
) | |||
|
|
|
|
|
|
|
| |||
Balance at March 31, 2015 |
|
$ |
117,440 |
|
$ |
(100,704 |
) |
$ |
16,736 |
|
Based on the carrying amount of other intangibles as of March 31, 2015, the estimated future amortization is as follows (in thousands):
|
|
Nine |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
|
|
Months Ending |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
|
|
December 31 |
|
Years Ending December 31 |
|
|
|
|
| |||||||||||||
|
|
2015 |
|
2016 |
|
2017 |
|
2018 |
|
2019 |
|
Thereafter |
|
Total |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Developed technology |
|
$ |
4,372 |
|
$ |
3,810 |
|
$ |
627 |
|
$ |
40 |
|
$ |
|
|
$ |
|
|
$ |
8,849 |
|
Other intangibles |
|
2,395 |
|
2,699 |
|
1,865 |
|
923 |
|
5 |
|
|
|
7,887 |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Total |
|
$ |
6,767 |
|
$ |
6,509 |
|
$ |
2,492 |
|
$ |
963 |
|
$ |
5 |
|
$ |
|
|
$ |
16,736 |
|
Note 6Debt
On June 12, 2013, Advent entered into an Amended and Restated Credit Agreement (the Restated Credit Agreement). The Restated Credit Agreement amended and restated Advents prior Credit Agreement, dated November 30, 2011. The Restated Credit Agreement provides for (i) a $200 million revolving credit facility, with a $25 million letter of credit sublimit and a $10 million swingline loan sublimit and (ii) a $225 million term loan facility. Advent may request revolving loans, swingline loans or the issuance of letters of credit until June 12, 2018, subject to demonstrating pro forma compliance with the financial covenant requirement under the Restated Credit Agreement. The Restated Credit Agreement also contains an incremental facility permitting Advent, subject to certain requirements, to arrange with the Lenders and/or new lenders for up to an aggregate of $75 million in additional commitments in the form of revolving loans or term loans. The proceeds of the revolving loans and term loans under the Restated Credit Agreement may be used for general purposes, including to finance dividends, repurchase common shares, finance acquisitions, or to finance other investments.
Minimum principal payments with respect to the term loans are due in 20 equal consecutive quarterly principal installments of $5.0 million, commencing on September 13, 2013, with the remaining outstanding principal balance and all accrued and unpaid interest due on June 12, 2018. Principal payments with respect to the revolving loans, together with all accrued and unpaid interest, are due on June 12, 2018. Advent may prepay the term loans and revolving loans at any time without penalty.
The revolving loans and term loans bear interest, at Advents option, at the alternate base rate plus a margin of 0.25% to 1.25% or an adjusted LIBOR rate (based on one, two, three or six-month interest periods) plus a margin of 1.25% to 2.25%, in each case with such margin being determined based on the consolidated leverage ratio for the preceding four fiscal quarter period. The alternate base rate means the highest of (i) the Agents prime rate, (ii) the federal funds rate plus a margin equal to 0.50% and (iii) the adjusted LIBOR rate for a one-month interest period plus a margin equal to 1.00%. Swingline loans accrue interest at a per annum rate based on the alternate base rate plus the applicable margin for alternate base rate loans. Advent is also obligated to pay other customary closing fees, arrangement fees, administration fees, commitment fees and letter of credit fees for a credit facility of this size and type.
The obligations under the Restated Credit Agreement are guaranteed by Advents present and future domestic subsidiaries, subject to certain exceptions. The loan is secured by substantially all of the assets of Advent and the guarantors party thereto, including all of the capital stock of Advents domestic subsidiaries and 66% of the capital stock of Advents or a guarantors first-tier foreign subsidiaries.
The Restated Credit Agreement contains customary affirmative and negative covenants, including covenants that limit or restrict Advent and its subsidiaries ability to, among other things, incur indebtedness, grant liens, merge or consolidate, dispose of assets, pay dividends or make distributions, make investments, make acquisitions, prepay certain indebtedness, enter into certain transactions with affiliates, enter into sale and leaseback transactions, enter into swap agreements and enter into restrictive agreements, in each case subject to customary exceptions for a credit facility of this size and type. Advent is also required to maintain compliance with a consolidated leverage ratio and a consolidated interest coverage ratio.
The following is a summary of the Companys outstanding debt balances (in thousands):
|
|
March 31 |
|
December 31 |
| ||
|
|
|
|
|
| ||
Term loan facility |
|
$ |
190,000 |
|
$ |
195,000 |
|
Revolving credit facility |
|
15,000 |
|
25,000 |
| ||
Total |
|
$ |
205,000 |
|
$ |
220,000 |
|
Advent was in compliance with all associated covenants as of March 31, 2015 as follows:
|
|
|
|
Ratio Calculation |
|
|
|
Covenant |
|
as of |
|
Covenant |
|
Requirement |
|
March 31, 2015 |
|
|
|
|
|
|
|
Leverage ratio (1) |
|
Maximum 3.75x (2) |
|
1.6 |
x |
|
|
|
|
|
|
Interest coverage ratio (3) |
|
Minimum 2.5x |
|
19.1 |
x |
(1) Calculated as the ratio of total debt to EBITDA, as defined by the Restated Credit Agreement, for the period of four consecutive fiscal quarters on the measurement date.
(2) The leverage ratio covenant requirement lowers to a maximum of 3.50x on June 30, 2015 and 3.25x on June 30, 2016.
(3) Calculated as the ratio of EBITDA to interest expense, as defined by the Restated Credit Agreement, for the period of four consecutive fiscal quarters on the measurement date.
The Restated Credit Agreement includes customary events of default that include, among other things, non-payment defaults, defaults due to the inaccuracy of representations and warranties, covenant defaults, cross default to material indebtedness, bankruptcy and insolvency defaults, material judgment defaults, defaults due to an unenforceability of the security documents or guarantees, and a change of control default. The occurrence of an event of default could result in the acceleration of the obligations under the Restated Credit Agreement. A default interest rate will apply on all obligations during the existence of a payment event of default under the Restated Credit Agreement at a per annum rate equal to 2.00% above the otherwise applicable interest rate.
Note 7Stockholders Deficit
Accumulated Other Comprehensive (Loss) Income
The following is a summary of the components of accumulated other comprehensive income, net of related taxes:
|
|
March 31 |
|
December 31 |
| ||
|
|
2015 |
|
2014 |
| ||
|
|
|
|
|
| ||
Accumulated foreign currency translation adjustments |
|
$ |
(1,274 |
) |
$ |
3,491 |
|
Accumulated net unrealized loss on marketable securities |
|
(47 |
) |
(18 |
) | ||
Accumulated other comprehensive (loss) income, net of taxes |
|
$ |
(1,321 |
) |
$ |
3,473 |
|
Note 8Fair 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 U.S. and foreign 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 U.S. government debt securities and treasury obligation money market mutual funds. Advents U.S. government debt securities are securities sponsored by the federal government of the United States.
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 obtains the fair value of Level 2 financial instruments from its custody bank, which uses various professional pricing services to gather pricing data which may include quoted market prices for identical or comparable instruments, or inputs other than quoted prices that are observable either directly or indirectly. The custody bank then analyzes gathered pricing inputs and applies proprietary valuation techniques, such as consensus pricing, weighted average pricing, distribution-curve-based algorithms, or pricing models such as discounted cash flow techniques to provide the Company with a fair valuation of each security. The Companys procedures include controls to ensure that appropriate fair values are recorded such as comparing prices obtained to independent sources. Advent reviews the internal controls in place at the custodian bank on an annual basis.
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, 2015 and December 31, 2014 (in thousands):
|
|
Fair Value |
|
|
|
|
|
|
| ||||
|
|
as of |
|
|
|
|
|
|
| ||||
|
|
March 31, 2015 |
|
Level 1 |
|
Level 2 |
|
Level 3 |
| ||||
Financial Assets: |
|
|
|
|
|
|
|
|
| ||||
Money Market Funds (1) |
|
$ |
705 |
|
$ |
705 |
|
$ |
|
|
$ |
|
|
U.S. government debt securities (2) |
|
$ |
730 |
|
$ |
|
|
$ |
730 |
|
$ |
|
|
Corporate debt securities (2) |
|
$ |
2,903 |
|
$ |
|
|
$ |
2,903 |
|
$ |
|
|
Municipal bonds (2) |
|
$ |
663 |
|
$ |
|
|
$ |
663 |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Financial Liabilities: |
|
|
|
|
|
|
|
|
| ||||
Debt (5) |
|
$ |
205,000 |
|
$ |
|
|
$ |
205,000 |
|
$ |
|
|
|
|
Fair Value |
|
|
|
|
|
|
| ||||
|
|
as of |
|
|
|
|
|
|
| ||||
|
|
December 31, 2014 |
|
Level 1 |
|
Level 2 |
|
Level 3 |
| ||||
Financial Assets: |
|
|
|
|
|
|
|
|
| ||||
Money Market Funds (1) |
|
$ |
5,013 |
|
$ |
5,013 |
|
$ |
|
|
$ |
|
|
U.S. government debt securities (2) |
|
$ |
1,341 |
|
$ |
|
|
$ |
1,341 |
|
$ |
|
|
Corporate debt securities (3) |
|
$ |
7,970 |
|
$ |
|
|
$ |
7,970 |
|
$ |
|
|
Municipal bonds (4) |
|
$ |
669 |
|
$ |
|
|
$ |
669 |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Financial Liabilities: |
|
|
|
|
|
|
|
|
| ||||
Debt (5) |
|
$ |
220,000 |
|
$ |
|
|
$ |
220,000 |
|
$ |
|
|
(1) Included in cash and cash equivalents on the Companys condensed consoldiated balance sheet.
(2) Included in short-term marketable securities on the Companys condensed consolidated balance sheet.
(3) Included in cash and cash equivalents and short and long-term marketable securities on the Companys condensed consolidated balance sheet.
(4) Included in short and long-term marketable securities on the Companys condensed consolidated balance sheet.
(5) Included in current portion of long-term debt and long-term debt on the Companys condensed consolidated balance sheet.
There were no transfers between Level 1 and Level 2 assets in the three months ended March 31, 2015 and Advent does not have any significant assets or liabilities that utilize unobservable or Level 3 inputs.
The carrying amounts of cash and cash equivalents, marketable securities, accounts receivable, accounts payable and accrued liabilities approximate fair value based on the short-term maturities of these instruments.
The carrying amount of debt approximates fair value as the underlying variable interest rate approximates current market rates and the Companys credit risk has not changed significantly since the date of issuance.
Note 9Stock-Based Compensation
Stock-Based Compensation Expense
Stock-based compensation expense related to stock options, stock appreciation rights (SARs), employee stock purchase plan (ESPP) shares, and restricted stock units (RSUs) was recognized in the Companys condensed consolidated statements of operations for the periods presented as follows (in thousands):
|
|
Three Months Ended March 31 |
| ||||
|
|
2015 |
|
2014 |
| ||
Statement of operations classification |
|
|
|
|
| ||
Cost of recurring revenues |
|
$ |
753 |
|
$ |
842 |
|
Cost of non-recurring revenues |
|
311 |
|
375 |
| ||
Total cost of revenues |
|
1,064 |
|
1,217 |
| ||
|
|
|
|
|
| ||
Sales and marketing |
|
2,380 |
|
2,635 |
| ||
Product development |
|
1,502 |
|
1,925 |
| ||
General and administrative |
|
1,659 |
|
1,851 |
| ||
Total operating expenses |
|
5,541 |
|
6,411 |
| ||
|
|
|
|
|
| ||
Total stock-based employee compensation expense |
|
6,605 |
|
7,628 |
| ||
|
|
|
|
|
| ||
Tax effect on stock-based employee compensation expense |
|
(2,694 |
) |
(2,927 |
) | ||
|
|
|
|
|
| ||
Effect on net income from continuing operations, net of tax |
|
$ |
3,911 |
|
$ |
4,701 |
|
As of March 31, 2015, total compensation cost related to unvested awards not yet recognized under all equity compensation plans was $38.2 million and is expected to be recognized over the remaining vesting period of each grant, with a weighted average remaining period of 2.1 years for the group as a whole.
Valuation Assumptions
Advent uses the Black-Scholes option pricing model and the straight-line attribution approach to determine the grant date fair value of stock options, SARs and the ESPP. The fair value of RSUs is equal to the Companys closing stock price on the date of grant.
The following Black-Scholes option pricing model assumptions were used for stock options and SARs granted in the following periods:
|
|
Three Months Ended March 31 |
| ||
Stock Options & SARs |
|
2015 |
|
2014 |
|
Risk-free interest rate |
|
1.3% - 1.6% |
|
1.5% - 1.6% |
|
Volatility |
|
22.7% - 33.1% |
|
34.4% - 35.1% |
|
Expected life (in years) |
|
4.73 - 4.89 |
|
4.77 |
|
Expected dividend yield |
|
0% - 1.5% |
|
None |
|
Volatility for the periods presented was calculated using an equally weighted average of the Companys historical and implied volatility of its common stock. The Company believes that this blended calculation of volatility is the most appropriate indicator of expected volatility and best reflects expected market conditions.
Expected life for the periods presented was determined based on the Companys historical experience of similar awards, giving consideration to the contractual terms or offering periods, vesting schedules and expectations of future employee behavior.
Risk-free interest rate for the periods presented was based on the U.S. Treasury yield curve in effect at the date of grant for periods corresponding with the expected life.
The expected dividend yield for grants in January 2015 was determined by annualizing the most recent dividend declared and dividing the result by the Companys closing stock price on the date of grant. On February 2, 2015 the Company entered into a Merger Agreement with SS&C and is prohibited from paying dividends during the pendency of the agreement. Therefore, the expected dividend yield for grants in February and March 2015 was zero. The dividend yield assumption for grants prior to April 28, 2014 was zero based on the Companys history of not paying regular dividends and the future expectation of no recurring dividend payouts at the time of grant.
Equity Award Activity
The Companys stock option and SAR activity for the three months ended March 31, 2015 was as 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, 2014 |
|
5,076 |
|
$ |
17.38 |
|
|
|
|
| |
Options & SARs granted |
|
28 |
|
$ |
43.66 |
|
|
|
|
| |
Options & SARs exercised |
|
(946 |
) |
$ |
13.39 |
|
|
|
|
| |
Options & SARs canceled |
|
(50 |
) |
$ |
24.68 |
|
|
|
|
| |
Outstanding at March 31, 2015 |
|
4,108 |
|
$ |
18.38 |
|
6.63 |
|
$ |
105,694 |
|
Exercisable at March 31, 2015 |
|
2,187 |
|
$ |
14.11 |
|
5.19 |
|
$ |
65,606 |
|
The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the Companys closing stock price of $44.11 on March 31, 2015 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, total intrinsic value of options and SARs exercised and cash received from options exercised during the periods presented were as follows (in thousands, except weighted average grant date fair value):
|
|
Three Months Ended March 31 |
| ||||
|
|
2015 |
|
2014 |
| ||
Options and SARs |
|
|
|
|
| ||
Weighted average grant date fair value |
|
$ |
12.17 |
|
$ |
10.34 |
|
Total intrinsic value of awards exercised |
|
$ |
24,748 |
|
$ |
5,955 |
|
|
|
|
|
|
| ||
Options |
|
|
|
|
| ||
Cash received from exercises |
|
$ |
5,000 |
|
$ |
1,246 |
|
The Companys RSU activity for the three months ended March 31, 2015 was as follows:
|
|
|
|
Weighted |
| |
|
|
Number of |
|
Average |
| |
|
|
Shares |
|
Grant Date |
| |
|
|
(in thousands) |
|
Fair Value |
| |
|
|
|
|
|
| |
Outstanding and unvested at December 31, 2014 |
|
1,481 |
|
$ |
22.71 |
|
RSUs granted |
|
10 |
|
$ |
42.20 |
|
RSUs vested |
|
(6 |
) |
$ |
27.81 |
|
RSUs canceled |
|
(47 |
) |
$ |
28.87 |
|
Outstanding and unvested at March 31, 2015 |
|
1,438 |
|
$ |
22.62 |
|
The weighted average grant date fair value of RSUs 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, 2015 was $63.4 million based on the Companys closing stock price of $44.11 per share on that date.
Note 10Income Taxes
The following table summarizes the activity relating to the Companys unrecognized tax benefits during the three months ended March 31, 2015 (in thousands):
|
|
Total |
| |
|
|
|
| |
Balance at December 31, 2014 |
|
$ |
16,387 |
|
Gross increases related to current period tax positions |
|
154 |
| |
Balance at March 31, 2015 |
|
$ |
16,541 |
|
At March 31, 2015 and December 31, 2014, Advent had gross unrecognized tax benefits of $16.5 million and $16.4 million, respectively. During the three months ended March 31, 2015, the Company increased the amount of unrecognized tax benefits by approximately $0.2 million related primarily to state research credits. If recognized, the total unrecognized tax benefits would decrease Advents tax provision and increase net income by approximately $13.6 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 primarily to federal research credits, state research credits and enterprise zone tax credits and various state net operating losses.
The effective tax rate was approximately 45% and 36% for the first quarter of 2015 and 2014, respectively. The increase in the effective tax rate for the first quarter of 2015 compared to the same quarter last year was primarily due to the correction of an error in the first quarter of 2015 and the suspension of the federal research credit as of March 31, 2015. The Company recorded a correction of an error of $0.9 million in income tax expense related to the calculation of New York City and State income tax provision in prior periods. The Company assessed the impact of this error on previously reported financial statements, as well as for interim and annual financial statements for fiscal 2015, and concluded that the adjustment is not material, either individually or in the aggregate to either the previously reported or to the current interim or annual consolidated financial statements. On that basis, the Company recorded the adjustment in its results for the first quarter of 2015.
Advent is subject to taxation in the U.S. and various states and jurisdictions outside the U.S. Advent is currently undergoing a State of California franchise tax examination for the 2006 and 2007 tax years and a state of New York corporate income tax examination for the 2011, 2012, and 2013 tax years. At March 31, 2015, Advent was not under examination in any other significant income tax jurisdiction and at the present time does not anticipate the total amount of its unrecognized tax benefits will significantly change over the next 12 months. The material jurisdictions that are subject to examination by tax authorities include federal for tax years after 2010 and California for tax years after 2005.
As of March 31, 2015, Advent made no provision for a cumulative total of $27.9 million of undistributed earnings for certain non-U.S. subsidiaries, which are deemed to be permanently reinvested.
Note 11Discontinued Operation
During 2009, the Company discontinued the operations of its wholly-owned subsidiary, MicroEdge, Inc. (MicroEdge). 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 through the end of the amended lease term in November 2018.
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 three months ended March 31, 2015 (in thousands):
|
|
Facility Exit |
| |
|
|
Costs |
| |
|
|
|
| |
Balance of restructuring accrual at December 31, 2014 |
|
$ |
2,742 |
|
Restructuring charges |
|
12 |
| |
Cash payments |
|
(152 |
) | |
Adjustment of prior restructuring costs |
|
20 |
| |
|
|
|
| |
Balance of restructuring accrual at March 31, 2015 |
|
$ |
2,622 |
|
Of the remaining restructuring accrual of $2.6 million at March 31, 2015, $0.6 million is included in Current liabilities of discontinued operation and $2.0 million is included in Noncurrent liabilities of discontinued operation in the accompanying condensed consolidated balance sheet. These facility exit costs will be paid over the remaining lease term through November 2018.
Note 12Net Income (Loss) Per Share
The following table sets forth the computation of basic and diluted net income (loss) per share (in thousands, except per share data):
|
|
Three Months Ended March 31 |
| ||||
|
|
2015 |
|
2014 |
| ||
Numerator: |
|
|
|
|
| ||
Net income (loss): |
|
|
|
|
| ||
Continuing operations |
|
$ |
5,076 |
|
$ |
10,907 |
|
Discontinued operation |
|
(28 |
) |
(21 |
) | ||
|
|
|
|
|
| ||
Total operations |
|
$ |
5,048 |
|
$ |
10,886 |
|
|
|
|
|
|
| ||
Denominator: |
|
|
|
|
| ||
Denominator for basic net income (loss) per share - weighted average shares outstanding |
|
52,411 |
|
51,358 |
| ||
|
|
|
|
|
| ||
Dilutive common equivalent shares: |
|
|
|
|
| ||
Employee stock options and other |
|
2,695 |
|
2,449 |
| ||
|
|
|
|
|
| ||
Denominator for diluted net income (loss) per share - weighted average shares outstanding, assuming exercise of potential dilutive common equivalent shares |
|
55,106 |
|
53,807 |
| ||
|
|
|
|
|
| ||
Net income (loss) per share (1): |
|
|
|
|
| ||
Basic: |
|
|
|
|
| ||
Continuing operations |
|
$ |
0.10 |
|
$ |
0.21 |
|
Discontinued operation |
|
(0.00 |
) |
(0.00 |
) | ||
|
|
|
|
|
| ||
Total operations |
|
$ |
0.10 |
|
$ |
0.21 |
|
|
|
|
|
|
| ||
Diluted: |
|
|
|
|
| ||
Continuing operations |
|
$ |
0.09 |
|
$ |
0.20 |
|
Discontinued operation |
|
(0.00 |
) |
(0.00 |
) | ||
|
|
|
|
|
| ||
Total operations |
|
$ |
0.09 |
|
$ |
0.20 |
|
(1) Net income (loss) per share is based on actual calculated values and totals may not sum due to rounding.
Weighted average stock options, SARs and RSUs of approximately 38,000 and 1.1 million for the three months ended March 31, 2015 and March 31, 2014, respectively, were excluded from the calculation of diluted net income (loss) per share because their inclusion would have been anti-dilutive.
Note 13Commitments and Contingencies
Lease Obligations
On January 28, 2015, the Company entered into a definitive amendment to its San Francisco headquarters lease whereby the term of the lease has been extended for an additional ten years commencing on November 1, 2016 and ending October 31, 2026 and whereby the Companys total leased space will be reduced from approximately 158,000 square feet to approximately 129,000 square feet by November 1, 2016. This lease extension will result in total operating lease payments of approximately $71 million over the extension term.
Advents office space and equipment leased under non-cancelable operating lease agreements expire at various dates through October 2026. Some operating leases contain escalation provisions for adjustments in the consumer price index. Advent is responsible for maintenance, insurance, utilities and property taxes. Excluding leases and associated sub-leases for MicroEdge facilities, as of March 31, 2015, Advents remaining operating lease commitments through 2026 were approximately $98.2 million.
On October 1, 2009, Advent completed the sale of the Companys MicroEdge subsidiary. At March 31, 2015, the gross operating lease commitments and sub-lease income related to this discontinued operation facility totaled $4.8 million and $2.1 million, respectively.
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
From time to time, in the course of its operations, the Company is a party to litigation matters and claims, including claims related to employee relations, business practices and other matters, but does not consider these matters to be material either individually or in the aggregate at this time. Litigation can be expensive and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict and the Companys view of these matters may change in the future as the litigation and related events unfold. An unfavorable outcome in any legal matter, if material, could have a material adverse effect on the Companys financial position, liquidity or results of operations in the period in which the unfavorable outcome occurs and potentially in future periods.
Advent reviews the status of each litigation matter or other claim and records a provision for a liability when it is considered both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed quarterly and adjusted as additional information becomes available. If either or both of the criteria are not met, the Company reassesses whether there is at least a reasonable possibility that a loss, or additional losses, may be incurred. If there is a reasonable possibility that a loss may be incurred, the Company discloses the estimate of the amount of loss or range of loss, discloses that the amount is immaterial (if true), or discloses that an estimate of loss cannot be made. In assessing potential loss contingencies, the Company considers a number of factors, including those listed in the Financial Accounting Standards Boards Accounting Standards Codification (ASC) 450-20, ContingenciesLoss Contingencies, regarding assessing the probability of a loss occurring and assessing whether a loss is reasonably estimable. The Company expenses legal fees as incurred.
Following the announcement of the proposed merger, three putative class action complaints challenging the transactions contemplated by the Merger Agreement were filed by purported Advent stockholders in the Court of Chancery of the State of Delaware (the Court) against Advent, the Board of Directors, SS&C, and Merger Sub (Defendants). The complaints were captioned Chitwood v. Advent Software, Inc., et al., Case No. 10623-VCL, City of Atlanta Firefighters Pension Fund v. David Peter F. Hess, Jr., et al., Case No. 10633-VCL, and Klein v. Advent Software, Inc., et al., Case No. 10670-VCL. The complaints were consolidated into a single action by a February 25, 2015 court order and captioned In re Advent Software, Inc., C.A. No. 10623-VCL (the Consolidated Action). On February 27, 2015, plaintiffs filed a Verified Consolidated Amended Class Action Complaint (the Consolidated Complaint). The Consolidated Complaint generally alleges, among other things, that the Board of Directors breached its fiduciary duties to Advents stockholders by engaging in a flawed sales process, agreeing to a transaction price that does not adequately compensate Advent stockholders, agreeing to certain deal protection provisions in the Merger Agreement that the plaintiffs allege impeded or precluded a potential topping bid, and allegedly failing to disclose material information regarding the proposed merger. The Consolidated Complaint also asserts that Advent, SS&C, and Merger Sub aided and abetted the Board of Directors breaches of fiduciary duties. The Consolidated Complaint sought to enjoin the merger or, alternatively, an award of rescissory or other compensatory damages in the event it is consummated, as well as attorneys fees and costs.
On March 4, 2015, plaintiffs filed a motion for an order preliminarily enjoining the Advent stockholder vote on the adoption of the Merger Agreement and approval of the Merger. The Court scheduled a hearing on plaintiffs motion for April 10, 2015.
On April 1, 2015, following expedited discovery, the parties to the Consolidated Action entered into a memorandum of understanding (MOU) setting forth the terms of a settlement of the Consolidated Action. Pursuant to the MOU, defendants agreed to make certain supplemental disclosures demanded by plaintiffs in the Consolidated Action via a Form 8-K filed on April 1, 2015, without admitting any wrongdoing or that these supplemental disclosures were material or required to be made. The MOU further provided that, among other things, (a) the plaintiffs in the Consolidated Action would withdraw their motion to preliminarily enjoin the shareholder vote on the proposed merger; (b) the parties will negotiate a definitive stipulation of settlement (the Stipulation) and will submit the Stipulation to the Court for review and approval; (c) the Stipulation will provide for dismissal of the Consolidated Action with prejudice; (d) the Stipulation will include a release of defendants of claims relating to, among other things, the merger and the Merger Agreement; and (e) the settlement is conditioned on, among other things, consummation of the merger, completion of confirmatory discovery, class certification, and final approval of the settlement by the Court after notice to the
Advents stockholders. On April 1, 2015, plaintiffs withdrew their motion to preliminarily enjoin the shareholder vote on the proposed merger.
Defendants believe that the allegations and claims in the Consolidated Action are without merit and, if the settlement does not receive final approval, intend to defend against them vigorously. Defendants entered into the settlement solely to eliminate the burden and expense of further litigation and to put the claims that were or could have been asserted to rest. The settlement will not affect the timing of the merger or the amount or form of consideration to be paid in the merger.
Management believes that any potential losses associated with the legal proceedings regarding the merger are neither probable nor reasonably estimable at this time and accordingly has not accrued any amounts for any potential loss.
Based on currently available information, the Companys management does not believe that the ultimate outcome of unresolved matters, individually and in the aggregate, is likely to have a material adverse effect on the Companys financial position, results of operations or cash flows.
Note 14Restructuring Charges
Restructuring charges of $2.6 million during the three months ended March 31, 2015 were primarily due to employee termination benefits of $2.1 million associated with a re-organization plan, approved in the first quarter of 2015, with the objective of improving operating results. As a result of this restructuring activity, Advent expects annual operating expense run rate savings of approximately $4 million which will be used to fund investments in other areas of the business to improve productivity, efficiency and client experience. Additionally in the first quarter of 2015, Advent recognized exit costs of $0.5 million due to adjustments to assumptions associated with the exit of San Francisco office space originally initiated in the third quarter of 2014.
The remaining restructuring accrual of $1.5 million at March 31, 2015 is included in Accrued liabilities in the accompanying condensed consolidated balance sheet. The following table sets forth an analysis of the changes in the restructuring accrual during the three months ended March 31, 2015 (in thousands):
|
|
Facility Exit |
|
Severance & |
|
|
| |||
|
|
Costs |
|
Benefits |
|
Total |
| |||
|
|
|
|
|
|
|
| |||
Balance of restructuring accrual at December 31, 2014 |
|
$ |
60 |
|
$ |
|
|
$ |
60 |
|
|
|
|
|
|
|
|
| |||
Restructuring charges |
|
545 |
|
2,099 |
|
2,644 |
| |||
Cash payments |
|
(93 |
) |
(1,151 |
) |
(1,244 |
) | |||
|
|
|
|
|
|
|
| |||
Balance of restructuring accrual at March 31, 2015 |