Form 10-K

10-K 1 d274058d10k.htm FORM 10-K Form 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2011

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 0-24607

ACTUATE CORPORATION

(Exact name of registrant as specified in its charter)


Delaware		94-3193197
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2207 Bridgepointe Parkway, Suite 500

San Mateo, California 94404

(650) 645-3000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None


Title Of Each Class		Name Of Each Exchange On Which Registered
Common Stock, $0.001 par value		Nasdaq Global Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.

Yes ¨ No x

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 ¨

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 ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

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 definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ¨	Accelerated filer x	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

As of June 30, 2011, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $258,492,137 based on the closing sale price as reported on The Nasdaq Global Market.

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class		Outstanding at February 29, 2012

Common Stock, $0.001 par value		48,929,334

DOCUMENTS INCORPORATED BY REFERENCE

The information called for by Part III is incorporated by reference to specified portions of the registrant’s definitive Proxy Statement for its 2012 Annual Meeting of Stockholders, which is expected to be filed with the Securities and Exchange Commission not later than 120 days after the registrant’s fiscal year ended December 31, 2011.

Annual Report on Form 10-K

for the fiscal year ended December 31, 2011

TABLE OF CONTENTS


		Page
PART I			1
Item 1.	Business		1
Item 1A.	Risk Factors		14
Item 1B.	Unresolved Staff Comments		28
Item 2.	Properties		28
Item 3.	Legal Proceedings		28
Item 4.	Mine Safety Disclosures		28

PART II			29
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		29
Item 6.	Selected Financial Data		32
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		34
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		57
Item 8.	Financial Statements and Supplementary Data		58
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosures		58
Item 9A.	Controls and Procedures		58
Item 9B.	Other Information		59

PART III			60
Item 10.	Directors, Executive Officers and Corporate Governance		60
Item 11.	Executive Compensation		60
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		60
Item 13.	Certain Relationships, Related Transactions and Director Independence		61
Item 14.	Principal Accounting Fees and Services		61

PART IV			62
Item 15.	Exhibits and Financial Statement Schedules		62
SIGNATURES			64

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements in this Annual Report on Form 10-K under “Business,” “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere constitute forward-looking statements within the meaning of Section 21E of the Securities and Exchange Act of 1934, as amended. Forward-looking statements include statements regarding Actuate’s expectations, beliefs or strategies regarding the future. These statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievement to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by such forward-looking statements. Such factors include, among other things, those listed under “Risk Factors” and elsewhere in this Annual Report on Form 10-K. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of such statements. We are under no duty to update any of the forward-looking statements contained in this Report on Form 10-K after the date hereof or to conform such statements to actual results. Readers are cautioned not to place undue reliance on forward-looking statements and should carefully review the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section herein and the risk factors described in other documents Actuate files from time to time with the Securities and Exchange Commission, including current reports on Form 8-K and quarterly reports on Form 10-Q filed by Actuate during 2011.

PART I

ITEM 1.

BUSINESS

Actuate Corporation (“We”, “Actuate” or the “Company”) was incorporated in November 1993 in the State of California and reincorporated in the State of Delaware in July 1998. Actuate provides software and services to develop and deploy custom Business Intelligence and information applications. These applications deliver rich interactive content that improves customer satisfaction/loyalty and corporate performance. Applications built on Actuate’s open source-based platform provide all stakeholders inside and outside the firewall, including employees, customers, partners and citizens, with content that they can easily understand, access and manipulate to maximize revenue, cut costs, improve customer satisfaction, streamline operations, create competitive advantage and make better decisions. Actuate’s goal is to ensure that all end users can seamlessly incorporate decision-making information into their day-to-day activities, opening up completely new avenues for improving corporate performance.

Actuate’s telephone number is 650-645-3000. Actuate maintains Web sites at www.actuate.com, www.birt-exchange.org and www.birt-exchange.com. The information posted on our Web sites is not incorporated into this Annual Report.

Actuate Executive Officers

Actuate’s executive officers as of February 6, 2012 are as follows:


Name		Offices
Nicolas C. Nierenberg		Chairman of the Board and Chief Architect
Peter I. Cittadini		Director, President and Chief Executive Officer
Daniel A. Gaudreau		Senior Vice President, Operations and Chief Financial Officer
N. Nobby Akiha		Senior Vice President, Marketing
Thomas E. McKeever		Senior Vice President, General Counsel, Chief Compliance Officer, Secretary and Corporate Development

Nicolas C. Nierenberg, 55, has been Chairman of the Board of Directors since he co-founded Actuate in November 1993 and became Actuate’s Chief Architect in August 2000. Mr. Nierenberg was also Chief Executive Officer of Actuate from November 1993 until August 2000 and President from November 1993 until October 1998. Prior to founding Actuate, from April 1993 to November 1993, Mr. Nierenberg worked as a consultant for Accel Partners, a venture capital firm, evaluating investment opportunities in the enterprise software market. Mr. Nierenberg co-founded Unify Corporation, which develops and markets relational database development tools. Mr. Nierenberg held a number of positions at Unify including, Chairman of the Board of Directors, Chief Executive Officer, President, Vice President, Engineering and Chief Technical Officer. Mr. Nierenberg is currently a director for privately held companies AwarePoint Corporation, Apatana, Inc., Photoleap, Inc. and is a member of the Board of Trustees for The Burnham Institute, a non-profit organization.

Peter I. Cittadini, 56, has been Chief Executive Officer of Actuate since August 2000 and has been the President of Actuate since October 1998. Mr. Cittadini was Actuate’s Chief Operating Officer from October 1998 until August 2000 and served as Actuate’s Executive Vice President from January 1995 to October 1998. From 1992 to 1995, Mr. Cittadini held a number of positions at Interleaf, Inc., an enterprise software publishing company, including Senior Vice President of Worldwide Operations responsible for worldwide sales, marketing, customer support and services. From 1985 to 1991, Mr. Cittadini held a number of positions at Oracle Corporation, including Vice President, Northeast Division.

Daniel A. Gaudreau, 64, has been Senior Vice President, Operations and Chief Financial Officer since January 1999 and served as Vice President, Finance and Administration and Chief Financial Officer from February 1997 to January 1999. From January 1994 to February 1997, Mr. Gaudreau served as Vice President, Finance and Chief Financial Officer of Plantronics, Inc., a publicly traded telephone headset manufacturing company, where he was responsible for all financial and administrative operations. From January 1990 to January 1994, Mr. Gaudreau was Vice President, Finance and Chief Financial Officer at Ready Systems, an operating systems software company. Mr. Gaudreau spent two years at Apple Computer as the Controller of Fremont Manufacturing Operations, prior to which he spent 18 years at General Electric where he held various financial management positions.

N. Nobby Akiha, 54, has been Senior Vice President, Marketing since June 2006 and served as Vice President of Marketing from August 2000. From August 1994 to July 2000, Mr. Akiha was Vice President, Marketing and Business Development at Inference Corporation. From October 1993 to July 1994, Mr. Akiha was a Senior Consultant at Regis McKenna, Inc. Prior to that, Mr. Akiha was Director of Marketing Communications at Interactive Development Environments and a Group Product Manager at Oracle Corporation.

Thomas E. McKeever, 44, has been Senior Vice President, General Counsel, Chief Compliance Officer, Secretary and Corporate Development since January 2009 and served as General Counsel, Vice President Corporate Development and Secretary since May 2006. Mr. McKeever was formerly with Sun Microsystems, Inc., was an associate in several law firms in the San Francisco Bay Area and served as a law clerk to the Honorable Lawrence T. Lydick of the United States District Court for the Central District of California (Orange County).

Industry Background

The ‘consumerization’ of business applications, social media and the proliferation of mobile and tablet devices are fundamentally changing the way that consumers and organizations communicate, obtain information, purchase goods and transact business. Through the emergence of customized, visually rich applications for the cloud and mobile devices, users have developed a heightened set of expectations for self-service access of relevant, timely and dynamic information to increase their effectiveness both at home and at work.

In parallel to higher end-user expectations for business applications, organizations strive to maximize corporate performance. A common strategy for improving performance has been to better leverage the information captured by applications implemented to manage business areas such as sales, marketing, services,

finance, manufacturing, distribution and human resources. Organizations have been seeking to use data to make informed decisions regarding both day-to-day operations and to formulate high-level strategy. These efforts have been largely unsuccessful due to the hard-to-use nature of traditional Business Intelligence (“BI”) tools used to access, visualize, interact with and analyze this data. Because such tools demand that users invest time and effort in learning new interfaces and acquiring new skills, the size and exclusivity of the power-user population within the organization that is trained to analyze data and share the results has been limited.

In order to achieve maximum efficiency and performance within the organization, end user adoption of decision-making information needs to be increased by delivering information through end user configurable dashboards, mobile applications and in-memory analytics customized for specific tasks and skill levels. Furthermore, users should be able to switch between these views within a singular, seamless user experience that needs minimal assistance from the IT department. With such a model each individual is provided with the information he or she needs, has visibility into their own performance, can be held accountable for their own results and can maximize collaboration with others. Such custom Business Intelligence and information applications also need to be scalable and robust enough to extend the usage of information outside the firewall to customers and partners, be deployed on the latest cloud or hybrid cloud environments and be readily consumable on the most popular mobile and tablet devices. These are the advantages of applications built upon Actuate-powered technologies.

Custom BI and information applications built using Actuate have an added advantage of being based on Business Intelligence and Reporting Tools (“BIRT”); an Eclipse open source project that was founded and continues to be co-led by Actuate. BIRT has grown in popularity to become the premier development environment for presenting data to users from multiple, disparate data sources as compelling visualizations. BIRT has been downloaded more than 10 million times by a global developer base of over 1.5 million. Familiarity with BIRT within Actuate’s target market is an added advantage to ensure that developer resources are plentiful in deploying custom BI and information applications and that BIRT is chosen as a foundation to keep up with the evolving user experience demanded by such applications. Actuate is widely recognized as the leader in open source Business Intelligence.

ActuateOne—Business Intelligence, Analytics and Reporting: Actuate offers ActuateOne^® to develop and deploy BIRT-based custom Business Intelligence and information applications targeting browsers and mobile devices, that deliver rich, interactive content hosted in cloud, SaaS and on premises deployments.

ActuateOne fulfills the vision that Actuate has maintained since the inception of BIRT: to redefine the BI category by moving away from sets of disparate tools to a composite of capabilities within a single environment. ActuateOne provides a single common architecture for development and deployment, utilizing one design, one server and one seamlessly unified end-user experience that meets the dynamically changing needs of information consumers. ActuateOne can transparently integrate into any enterprise IT infrastructure and consists of a highly scalable, reliable server and a robust development environment for building applications of any scale. Actuate’s powerful development and deployment architecture allows developers to harness content from virtually any data source and present it in almost any format required by users.

ActuateOne assures that 100% of users inside and outside the firewall can gain value from all enterprise information assets. A variety of intuitive, personalized and easy to use BI and information applications present data, dashboards and analysis integrated from all relevant sources, including databases, real-time data feeds and print stream data. Flexible deployment options can support all projects, no matter how small or large.

Actuate offers a complete suite of licensable, BIRT-based BI, analytics and reporting features within the integrated ActuateOne platform, providing 64-bit, in-memory analytics, user configurable dashboards, ad-hoc query, interactive mobile and web content, brochure-quality reporting, and spreadsheet analysis. These capabilities are powered by a single BIRT-based design and deployed with Actuate’s BIRT iServer to assure continuous, yet personalized BI and information application experience that maximizes user adoption.

ActuateOne provides a platform upon which Global 9000 organizations (companies with annual revenues greater than $1 billion) and packaged application software vendors develop and deploy mission-critical BI and information applications that deliver rich interactive content. Such applications retrieve business information from databases as well as print streams and deliver it as dashboards, interactive web pages, spreadsheets, mobile content and analytic cubes to customers, partners and employees around the globe. Our products and services are used by our customers to develop and deploy applications across a range of business functions including financial management, sales management, account management, and customer self-service.

In 2010 Actuate introduced BIRT onDemand, Actuate’s Platform as a Service Solution (PaaS) for BI, analytics and reporting. BIRT onDemand supports the current version of BIRT and comes with an intuitive user interface that delivers all the features of ActuateOne including end user configurable dashboards, in-memory analytics, ad-hoc authoring, mobility and interactive reports. BIRT onDemand provides a unique, multi-vendor, multi-tenant platform for BIRT-based cloud applications offering the flexibility of both end user and “instance-based” subscription models.

Xenos Enterprise Server™ Framework: In February 2010, Xenos became a division of Actuate. Xenos solutions, based on the highly scalable Xenos Enterprise Server™, load, transform and present high volumes of data and documents across multiple channels. The result is superior storage, real-time access, personalization, multi-channel presentment, printing and delivery for high-volume transactional output (“HVTO”).

Xenos Enterprise Server™ (ES) is an award-winning, enterprise-class application that captures, identifies, routes, stores and retrieves structured and unstructured documents and data with unparalleled scalability. Xenos ES supports the processing, extraction, transformation, repurposing and personalization of structured and unstructured data in both legacy and SOA environments. Xenos ES distributes documents across multiple channels such as Web, mobile and tablet devices in addition to providing interactivity and document analytics through its integration with ActuateOne.

Xenos adds powerful transformation services to ActuateOne which not only add documents and print streams as direct BIRT data sources, but also brings parsing and workflow technologies into the fold for tackling traditionally difficult enterprise information transformation problems such as access to mainframe and legacy data.

Performance Analytics: BIRT Performance Analytics engages the entire organization in improving performance from business user driven discovery, analysis, and performance improvement at all levels in an organization on a single platform. Powered by ActuateOne and available both on-premise and in the cloud, Actuate BIRT Performance Analytics provides interactive dashboards, analytics, and scorecards delivering rapid time to value from discovery to decision.

BIRT Performance Analytics has been designed specifically to drive Business Performance improvement both at the strategic and operational levels. With a simple-to-use web interface, users across the enterprise can monitor operations, identify and analyze performance issues and enact initiatives that align activities with business goals. BIRT Performance Analytics helps business users them make the right decisions.

With the combination of Actuate’s BIRT Performance Analytics applications with ActuateOne provides capabilities for distributing accountability throughout the enterprise, our customers are now able to quickly build and deploy rich, intuitive and easy to use Performance Management solutions that offer managers at all levels the ability to drill-through from executive level information to real-time operational details, resulting in heightened management effectiveness and breakthrough corporate performance throughout the enterprise.

BIRT Spreadsheet: Actuate’s BIRT Spreadsheet products are Excel^®-based and deliver Excel-like reporting, formatting and calculation functionality within Java applications. Actuate BIRT Spreadsheet products can also leverage all the Actuate deployment options—embedded in applications or deployed cloud or on-premise enterprise environments.

Strategy

Our goal is to be the leader in delivering custom BI and information applications by increasing the richness, interactivity and effectiveness of enterprise information, for everyone, everywhere. Actuate delivers ActuateOne for both customer and employee-facing applications deployed on premises, upon mobile devices or on the cloud. ActuateOne boasts unmatched scalability, high-performance, reliability and security. Its proven capabilities and highly collaborative development architecture are backed by the world’s largest open source business application developer community, grounded in BIRT, the Eclipse Foundation’s only top level Business Intelligence and reporting project. Key elements of our strategy include:

Extend Technology Leadership. Since inception, we have focused our research and development efforts on developing core technologies that address the extreme requirements of developing and deploying applications in the areas of Business Intelligence, Customer Communications and Performance Management. Our products integrate a number of advanced technologies, including patented methods of processing a query joining data stored in different sources, providing page level security in a report, LDAP integration, advanced viewing technology incorporating Java, PDF, DHTML, Unicode, XML, AJAX, Flash and Web services, patented methods of storing and accessing data and semi-structured data, a multi-tier architecture, Web access and delivery technology, EII data access technology, patented spreadsheet technology, patent-pending assistive technology for the visually impaired and intuitive Performance Management interfaces such as Briefing Books. The Company was granted four patents during 2011. We have in the past rapidly incorporated new technology into our product offerings. We believe that we provide a leading open standards based BI platform and we intend to extend this leadership position by continuing to devote significant resources to research and development efforts, and by acquiring and integrating complementary technologies when and if appropriate.

Broaden Distribution Channels. To date, our products have been sold worldwide by our direct sales force and through our software application vendors, original equipment manufacturers (OEMs), resellers, and systems integrators. In addition, we intend to continue to leverage and grow our existing network of OEMs, systems integrators, and resellers and expand our indirect distribution channel worldwide.

Focus on Key Application Areas. Our technology is uniquely suited to meet customer requirements for custom BI and information applications for specific business functions such as financial management, customer self-service, customer statement delivery and management, sales management, account management, workforce management and Performance Management. We intend to continue to focus on these areas within our sales and marketing functions as well as provide more complete customer solutions through targeted partnering and technology development.

Expand Market Leadership Position through Strategic Relationships. We believe that we have established a leading position in the market for ActuateOne and BIRT. To accelerate the adoption of the Actuate portfolio of products, we have established strategic relationships with leading software application vendors, systems integrators, consulting firms, specialized Performance Management consultants and development partners. We intend to further develop our existing strategic relationships and enter into new partnerships to expand our market presence and leadership.

International Presence. Outside North America, we have established subsidiaries in a number of countries and have reseller relationships throughout Europe, Middle East and Asia/Pacific region. We have localized versions of our products in French, German, Spanish, and Japanese and we also support Chinese, Korean, and right-to-left reporting. We intend to grow our international operations by expanding our indirect distribution channels worldwide and by continuing the localization of our products in selected markets. International sales accounted for 21%, 21%, and 23% of our total revenues in 2011, 2010, and 2009, respectively.

Leverage Open Source. We are building a growing community of developers that have adopted BIRT. We offer a number of value added commercial products and services that build on the open source BIRT project offering to increase the interactivity, security, scalability and reliability of custom BI and information

applications and we intend to offer additional commercial products and services including those based on Xenos Enterprise Server technology in the future.

Leverage Professional Services Capabilities. We have established successful relationships with our customers by serving as an advisor in developing and deploying custom BI and information applications. We are extending our direct Professional Services capabilities to provide an expanded set of services to address areas such as application development strategy, project management, security integration and application design. In addition, we offer similar high-quality Professional Services capabilities through third-party alliances and are currently focused on the development of relationships with global and national systems integrators. By offering our clients a full range of Professional Services on a global basis, we believe that we can broaden market awareness about the advantages of our platform and of BIRT and create opportunities to sell new or additional products to clients.

Products and Technology

ActuateOne

ActuateOne is Actuate’s flagship product line. It is a composite of licensable BIRT-based products and features for rapidly developing and deploying BIRT-based custom BI applications and information applications. Applications built with ActuateOne provide one, BIRT-centric, unified user experience regardless of task or skill level; are supported by one server technology for any deployment including cloud or SaaS, and are built with one BIRT design structure that can access and integrate any data source—including high volume print streams; perform in-memory analytic aggregation and caching; and create reusable components, reports, report packages or even whole applications. ActuateOne depicts content as rich data visualizations, including interactivity, dashboards, analytics, and presents them as web and mobile BIRT applications, helping organizations drive revenue through higher customer satisfaction and improved operational performance. The Actuate product line assures that 100% of users, customers, partners and employees can get the information they need to drive prompt, effective action. Whether our customers wish to make better decisions, achieve stronger customer relationships or manage to performance goals, Actuate provides a variety of intuitive, personalized and easy-to-use formats that present data integrated from all relevant sources. Our flexible deployment options, innovative licensing and world class scalability support various types of projects, no matter how extreme.

ActuateOne extends Eclipse BIRT to deliver rich, highly interactive enterprise and customer-facing information applications. Organizations that want to visualize structured data and documents as custom BI and information applications with BIRT as its foundation can now use the product line to:

•

Build any information-rich interactive content using BIRT: including Flash-based or HTML5-based visualizations, dashboards and dynamic statements for any interface or device.

•

Deploy BIRT to satisfy any scope: leveraging Actuate’s industry leading performance, scale, reliability and security capabilities.

•

Develop BIRT content efficiently: using a developer-centric design environment and open Application Programming Interfaces (“APIs”) to satisfy any application requirement.

The release of ActuateOne built on the Company’s strategy to ensure the cost effective, efficient commercial deployment of custom BI and information applications by:

•

Lowering resource costs associated with application development, maintenance and deployment by tapping into the skill sets and shared resources of a large and growing community of Eclipse developers.

•

Increasing developer agility and productivity, by promoting interoperability and standards-based development, extensibility and integration to allow BIRT to fit seamlessly and effortlessly within any today’s and tomorrow’s environments.

•

Meeting continuously evolving self-service requirements by encouraging user participation across the community from developers to everyday consumers to refine their own information for their personal and current need through a variety of interactive features and engaging interfaces.

•

Introducing innovative licensing models and practices that offer purchasing flexibility to the customer without compromising the ongoing value of the software. Customers have the flexibility to license Actuate products on a Per CPU Core basis for performance and scalability; on a capacity-based work unit basis for pace-based value; on a Named User basis for installation flexibility; on instance-based capacity for cloud-centric flexibility and upon application based usage or on a royalty basis for OEMs and resellers. While many of these practices are product or situationally specific, these alternatives offer choices for customers and projects large and small.


Actuate Products		Product Description
BIRT iServer		Scalable information server for generating, managing, and securely delivering BIRT design-based content as interactive, highly visual reporting, analysis-ready spreadsheets and in-memory analytic content that drives custom BI and information applications. BIRT iServer offers a variety of services that allow organizations to grow these applications without adding administrative overhead on premise and in the cloud. Built-in, but optional, metadata called Information Objects, intelligent in-memory analytic data creation and storage called BIRT Data Objects, content security, high-availability clustering, automatic archiving, massive multi-tenant administration and multiple integration interfaces are some of these services. iServer can be implemented in a variety of environment topologies, providing levels of robustness required of modern virtualized applications, including on the cloud, on premises or via Actuate’s own Software-as-a-Service (SaaS) platform, BIRT onDemand. BIRT iServer also provides these same services to applications powered by Actuate’s original e.Report and BIRT Spreadsheet (e.Spreadsheet) based applications—even in the same cluster, allowing customers to smoothly transition to BIRT’s modern, interactive feature set while sustaining their investment in existing Actuate infrastructures.

BIRT Designer Pro		Based on the Open Source Eclipse BIRT Designer, this thick client, developer tool creates BIRT designs, metadata definitions, cube definitions, ad-hoc templates, reusable components and reports for professional application developers and report developers who build dynamic, interactive custom BI and information applications ready for deployment to end users. Commercial features added to the open source include hundreds of Adobe Flash and HTML5-based animated graphical widgets, commercial data connectors and JDBC drivers for popular databases, drivers to access BIRT report and Xenos-parsed documents as data sources, design perspectives for creating metadata, building cubes and traversing data lineage. It includes a built-in Interactive Viewer for content review and also connects and publishes project contents to iServer in one click, as well as publishes content to BIRT onDemand accounts.

BIRT Interactive Viewer		User operated interactive environment that enables personalization and modification of report and cross-tab content, empowering even the novice business user with the ability to customize and save reports they are reviewing to continuously provide the information they need, even as these needs change.


Actuate Products		Product Description

BIRT Data Analyzer		Powerful cross-tab based analysis interface for directly traversing BIRT Data Objects, 64-bit in-memory analytic data sets assembled from virtually any data source.

BIRT 360 Dashboards		Application portal-based interface for easily creating operational and analytic dashboards tabs and canvases populated with interactive BIRT content and selectors, content from multiple feeds, BIRT widgets, Google Gadgets and other third-party content.

BIRT Mobile		Native mobile clients for viewing pre-built and custom BIRT content on popular mobile tablets and smart phones such as iPads and Android devices. Viewers for iPad, iPhone (and iPod Touch) and Android devices are freely available from the Apple and Android App Stores.

BIRT Spreadsheet Designer		Spreadsheet based development environment for creating flexible and customizable Excel-based spreadsheet reports.

Actuate e.Report Designer Pro		Actuate’s original, comprehensive, object-oriented environment for professional developers to create tightly integrated, highly flexible production reports.

Actuate e.Report for iServer		BIRT iServer option for generating document-centric, high fidelity production reports for employees, customers, and business partners in browser-based Web and PDF formats. BIRT and e.Report documents can be produced simultaneously from the same iServer environment.

Actuate BIRT Spreadsheet for iServer		BIRT iServer option for generating, managing, and distributing critical business information over the Internet exclusively as easy-to-use and intuitive desktop spreadsheets.

Page-Level & SmartSheet Security		BIRT, e.Report and BIRT Spreadsheet Server options that dramatically improve the scalability and administration of large documents distributed to high volumes of users. These patented options index and secure each recipient’s report pages or sections in a server-side instance of a multi-user report. PLS then presents each user with only the information, pages and content allowed and expected by the user at request time. This allows documents with thousands of users to be maintained as a single entity, dramatically reducing the overhead and costs associated with high numbers of users.

Actuate Performance Management

Actuate’s Performance Management Center of Excellence enables organizations drive Business Performance Improvement at both strategic and operational levels. Through 16 years of focus, the group helps customers reach their business performance goals by providing a tailored solution—BIRT Performance Analytics, a proven implementation approach backed by a community of professionals that guarantees that BIRT Performance Analytics delivers business user-driven discovery, analysis, and performance improvement at all levels in an organization on a single platform.

The group’s BIRT Performance Analytics solution helps organizations discover business performance issues, analyze the root cause of the issues and then enact targeted initiatives that align business efforts to drive tangible improvements. This is the only solution of its kind that drives closed loop performance improvement.

Powered by ActuateOne and available both on-premise and in the cloud, Actuate BIRT Performance Analytics provides interactive dashboards, in-memory analytics, and scorecards delivering rapid time to value from business discovery to decision. A dedicated R&D team continually innovates to address the needs of organizations striving for better performance both at the strategic and operational levels.

In addition, the group also fosters a vibrant community that helps in the quest to re-shape and redefine the evolving needs of users—and the products we avail to them. The community provides numerous outlets for both customers and performance management professionals to engage one another through participation in our forums, blogs and Perform Magazine. In addition, value-added functionality is made available through the BIRT Exchange Marketplace. New and existing customers can download quick start applications or extend the capability of their current system by downloading pre-built BIRT applications that add forecasting, performance portal gadgets, system usage utilities and much more.

The following table sets forth Actuate Performance Management solutions:


Actuate Products		Product Description
BIRT Performance Analytics		BIRT Performance Analytics delivers business user driven discovery, analysis, and performance improvement at all levels in an organization on a single platform. Powered by ActuateOne and available both on-premise and in the cloud, Actuate BIRT Performance Analytics provides interactive dashboards, in-memory analytics, and scorecards delivering rapid time to value from business discovery to decision.

BIRT Performance Analytics onDemand		Actuate BIRT Performance Analytics onDemand is a cost effective Software-as-a-Service (“SaaS”) solution that securely provides relevant Key Performance Indicators (“KPIs”) to managers who can positively impact performance.

Xenos—Enterprise Output Management

Through decades of innovation and experience, Actuate’s Xenos Group provides Enterprise Output Management solutions that have helped many top-tier organizations in financial services, insurance, telecommunications and utilities leverage their high-volume print and electronic documents.

Based on the Xenos Enterprise Server™ (“ES”) framework, Actuate’s Xenos Group solutions create business advantage and promote cost reduction by managing the capture, storage, repurposing and multi-channel delivery of our customers’ high-volume print and electronic documents. Xenos technology can process, extract, transform, repurpose and personalize high volumes of data and documents, resulting in superior storage, real-time access, online presentment, PDF accessibility, printing, and delivery of information in numerous formats across multiple channels.

The following table sets forth the products that comprise the Xenos suite of products.

Actuate Products

Product Description

Xenos Enterprise Server™

When leveraged within ActuateOne, Xenos ES with BIRT and iServer allow BI applications and rich information applications to include print streams or content stored within a repository. ActuateOne provides users with a common interface and a common report design, making it possible to work across the organization with minimal effort.


Actuate Products		Product Description
Xenos Developer Studio		Xenos Developer Studio is a unique and powerful, wizard-driven graphical user interface with intuitive drag-and-drop functionality, allowing developers to easily configure and monitor every aspect of Xenos Enterprise Server including Transformation Services for Documents and Transformation Services for Data.

Xenos Transformation Services for Documents		Xenos Transformation Services for Documents repurposes and transforms high-volume print stream documents and statements into electronic formats. High volumes of documents are indexed, transformed and repurposed for use in a variety of business-critical applications for Enterprise Output Management (EOM), Enterprise Report Management (ERM) and Enterprise Content Management (ECM). This allows them to be archived, retrieved, routed to for print and distribution, as well as presented online.

Xenos Transformation Services for Data		Xenos Transformation Services for Data is a high-speed, high-volume, structured and semi-structured data transformation and translation engine. It empowers organizations by putting them in control of their data, providing real-time back-office integration for straight-through processing between disparate business applications and systems.

Xenos infoWEB		Xenos infoWEB provides secure report management, distribution and online presentment that optimize the flow of information across the enterprise and beyond. It offers a complete solution, including secure electronic presentment, multi-channel report delivery, and document management. Xenos infoWEB demonstrates a measurable reduction in storage, printing, mailing and labor costs and improved operational efficiencies. Ease of use, rapid deployment and adoption, reliability and scalability based on changing demand all contribute to the Xenos infoWEB advantage.

Eclipse Business Intelligence and Reporting Tools Project

In August 2004 Actuate joined the Eclipse Foundation, a community committed to the implementation of a universal platform for tools integration, as strategic developer and board member. Actuate proposed the BIRT project to the Eclipse open-source community for review at the same time. The Eclipse Foundation approved the project in September 2004. Actuate is leading the development of BIRT, which culminated in the industry’s first open Business Intelligence and Reporting platform in June 2005. A version has been released in the June timeframe annually with the eighth major version of BIRT from the Eclipse Foundation planned for June of 2012.

BIRT has a global developer base of over 1.5 million and has been downloaded over 10 million times.

Customers

Our customers operate in a wide variety of industries, including financial services, government, high technology, health care, manufacturing, pharmaceuticals, telecommunications, utilities, automotive, education, entertainment, travel, retail and others.

Sales

We sell our software and services worldwide through two primary channels: (i) directly to corporate and government customers through our direct sales force and (ii) through indirect channel partners such as original equipment manufacturers (“OEMs”), systems integrators, and resellers.

Direct Sales Organization. Our direct sales force focuses most of its sales efforts on Global 9000 companies and public sector organizations. The direct sales process involves the generation of sales leads through Web-based marketing, direct mail, seminars and telemarketing. As part of the direct sales effort, our field sales force typically conducts demonstrations and presentations of our products to developers and managers at customer sites. We maintain sales offices in a number of locations throughout North America, Europe and Asia/Pacific.

OEM Sales Organization. A separate sales force addresses the OEM market. Our OEMs integrate our products for distribution with their applications either directly or in hosted environments. The OEM’s end-user customer is licensed to use our products solely in conjunction with the OEM’s application.

Systems Integrators. We have a business development group that focuses on establishing and maintaining relationships with systems integrators. Systems integrators typically re-market our products to their customer base as part of a software application being built for a customer. Systems integrators are offered discounts on our products and sell a full use license of the product. Our systems integrators do not typically provide post-sales support.

Resellers. Resellers are typically given the non-exclusive right to market our software in a specific territory and are offered discounts on our products. Resellers typically provide customers with some post-sales support and services.

Marketing

Our marketing organization is focused on generating leads, building market awareness and promoting acceptance of our Company and our products, as well as on developing strategic marketing, technology and other relationships. We have a comprehensive marketing strategy with several key components:

•

Image awareness and credibility building,

•

Direct marketing to both prospective and existing customers,

•

A strong Web and social media presence,

•

Comprehensive sales support materials as well as broad-scale marketing programs in conjunction with key partners.

Our corporate marketing strategy includes online advertising, search engine optimization and marketing, public relations activities, road shows/seminars, trade shows and user group meetings. We also engage in programs to work closely with industry analysts and other influential third parties. Our direct marketing activities include extensive Web-based marketing campaigns, participation in selected trade shows and conferences and targeted ongoing email efforts to existing and prospective customers. We also offer seminars, both in-person and over the Web, to educate prospective customers about custom BI and information applications built with our industry leading platform. Finally, we have invested in building a partner and channel marketing function to conduct cooperative marketing programs with our partners.

Professional Services

Our Professional Services organization provides high value consulting services to customers developing and deploying custom BI and information applications using our products. These services include application development strategy, project management, security integration and application design. We also actively recruit and train third party consulting firms to provide consulting services for our products. Due to the critical nature of customer BI and information applications built with our industry leading platform, we believe that our Professional Services group and relationships with our consulting partners play a key role in facilitating initial license sales and enabling customers to successfully develop and deploy Actuate-based applications. In addition, we offer, directly and through our network of certified training partners, classes and training programs for our products.

Customer Service

We believe that providing superior customer service is critical to successfully selling and marketing our products. Our maintenance and support contracts are typically for 12 months, and may be renewed annually. Maintenance fees are typically set at either a percentage of the total license fees paid by a customer or a percentage of the list price of the underlying products. Maintenance and support contracts entitle the customer to receive software patches, updates and enhancements, when and if available. Customers purchasing maintenance are able to access Actuate’s local support centers located in the United States, Canada, Singapore, and Switzerland via email and telephone during normal business hours. We supplement our telephone support with Web-based support services, including access to cases, resolutions, online Web forums and a software patch download area. We also offer an extended maintenance plan that gives our customers access to 24x7 support and additional support services. To improve access to our explanatory materials, we provide online documentation with all of our products.

Research and Development

Our research and development organization is divided into groups, typically consisting of product managers, development engineers, quality assurance engineers, technical writers and developer communications personnel. Our development process begins with requirement specification, followed by functional and technical design, and concludes with implementation. Requirements are based on the needs of customers and prospects, as well as competitive, technological and industry factors.

We have development centers located in San Mateo, California, Overland Park, Kansas, Shanghai, China and Toronto, Canada. Research and development expenses were $24.3 million, $24.8 million, and $20.3 million in fiscal years 2011, 2010, and 2009, respectively. We intend to continue to invest in research and development and related activities to maintain and enhance our product lines. We believe that our future success will depend on our ability to create products that directly address our customers’ needs, are of high quality, and leverage the latest technological innovations. These products must also support current and future releases of popular operating systems platforms, development languages, databases, Internet standards, and enterprise software applications. We intend to maintain and improve our current product line and to timely develop or acquire new products. Our ability to achieve future revenue growth will depend in large part on the market acceptance of our current and future products.

Competition

Our market is intensely competitive and characterized by rapidly changing technology, evolving standards and new product releases by our competitors that are marketed to compete directly with our products. Our competition comes in five principal forms:

•

Competition from current or future Business Intelligence software vendors such as Information Builders, Qlik Tech, Pentaho, Jaspersoft and MicroStrategy, each of which offers reporting products;

•

Competition from other large software vendors such as IBM, Microsoft, Oracle and SAP, to the extent they sell BI, Analytics and Performance Management capabilities as separate products or include similar functionality with their applications or databases;

•

Competition from other software vendors and software development tool vendors including providers of open-source software products that may develop scalable custom Business Intelligence, Performance Management and Information Applications products;

•

Competition from the IT departments of current or potential customers that may develop scalable custom Business Intelligence, Analytics, Performance Management and information applications products internally, which may be cheaper and more customized than the Company’s products; and

•

Competition from BIRT. The Company expects that BIRT, which is free, may in the short term cannibalize some smaller sales of its custom Business Intelligence and information applications products.

Most of our current and potential competitors have significantly greater financial, technical, marketing and other resources than we do. These competitors may be able to respond more quickly to new or emerging technologies and changes in customer requirements or devote greater resources to the development, promotion and sales of their products than we may. Also, most current and potential competitors have greater name recognition and the ability to leverage a significant installed customer base. These companies have released and can continue to release competing BI, Analytics and Performance Management applications or significantly increase the functionality of their existing reporting software products. We expect additional competition as other established and emerging companies enter the BI and information applications market and new products and technologies are introduced.

Intellectual Property Rights

We rely primarily on a combination of copyright and trademark laws, trade secrets, confidentiality procedures and contractual provisions to protect our proprietary technology. For example, we license our software pursuant to click-wrap or signed license agreements that impose certain restrictions on licensees’ ability to utilize the software. In addition, we take precautions to avoid disclosure of our intellectual property. These precautions include requiring those persons with access to our proprietary information to execute confidentiality agreements with us and by restricting access to our source code. We seek to protect our software, documentation, and other written materials under trade secret patent, copyright and trademark laws, which afford only limited protection. We also have a small number of issued and pending U.S. patents expiring at varying times ranging from 2015 to 2024. The expiration of any such patents would not have a material effect on our business.

Employees

As of December 31, 2011, we had 553 full-time employees, including 170 in sales and marketing, 163 in research and development, 111 in services and support, and 109 in general and administrative functions. None of our employees are represented by a collective bargaining agreement, nor have we experienced a work stoppage.

Website Access to Actuate’s Reports

Our Annual Reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended, are available free of charge through our Web site at www.actuate.com as soon as reasonably practicable after they are electronically filed with, or furnished to, the Securities and Exchange Commission. Information contained on our Web site is not part of or incorporated into this report.

Financial Information about Segments and Geographic Areas

We have one reporting segment (see note 1 to our consolidated financial statements). For the years ended December 31, 2011, 2010 and 2009, refer to our consolidated financial statements for our revenues, profit and total assets and financial information about the geographic areas in which we are engaged in business.

ITEM 1A.

RISK FACTORS

Investors should carefully consider the following risk factors and warnings before making an investment decision. The risks described below are not the only ones facing Actuate. Additional risks that we do not yet know of or that we currently think are immaterial may also impair our business operations. If any of the following risks actually occur, our business, operating results or financial condition could be materially harmed. In such case, the trading price of our common stock could decline and you may lose all or part of your investment. Investors should also refer to the other information set forth in this Report on Form 10-K, including the financial statements and the notes thereto.

THE COMPANY’S OPERATING RESULTS MAY BE VOLATILE AND DIFFICULT TO PREDICT. IF IT FAILS TO MEET ITS ESTIMATES OF FUTURE OPERATING RESULTS OR IT FAILS TO MEET THE EXPECTATIONS OF PUBLIC MARKET ANALYSTS AND INVESTORS, THE MARKET PRICE OF ITS STOCK MAY DECREASE SIGNIFICANTLY.

The susceptibility of the Company’s operating results to significant fluctuations makes any prediction, including the Company’s estimates of future operating results, difficult. In addition, the Company believes that period-to-period comparisons of its operating results are not necessarily meaningful and investors should not rely on them as indications of the Company’s future performance. The Company’s operating results have in the past varied, and may in the future vary significantly due to factors such as the following:

•

Demand for its products;

•

The size and timing of significant orders for its products;

•

A slowdown or a decrease in spending on information technology by its current and/or prospective customers;

•

Competition from products that are directly competitive with its products;

•

Lost revenue from introduction or market acceptance of open source products that are directly competitive with its products;

•

The management, performance and expansion of its international operations;

•

Foreign currency exchange rate fluctuations;

•

Customers’ desire to consolidate their purchases of Rich Information Applications, Performance Management, Business Intelligence or Print Stream software to one or a very small number of vendors from which a customer has already purchased software;

•

General domestic and international economic and political conditions, including war, terrorism, and the threat of war or terrorism;

•

Sales cycles and sales performance of its indirect channel partners;

•

Changes in the way it and its competitors price their respective products and services, including maintenance and transfer fees;

•

Continued successful relationships and the establishment of new relationships with OEMs;

•

Changes in its level of operating expenses and its ability to control costs;

•

The cost, outcome or publicity surrounding any pending or threatened lawsuits;

•

Ability to make new products and product enhancements commercially available in a timely manner;

•

Ability to effectively launch new or enhanced products, including the timely education of the Company’s sales, marketing and consulting personnel with respect to such new or enhanced products;

•

Customers delaying purchasing decisions in anticipation of new products or product enhancements;

•

Budgeting cycles of its customers;

•

Failure to successfully manage acquisitions and integrate acquired companies;

•

Defects in products and other product quality problems;

•

Failure to successfully meet hiring needs including for qualified professional services employees and unexpected personnel changes;

•

Changes in the market segments and types of customers where it focuses sales and marketing efforts;

•

Changes in perpetual licensing models to term-or subscription-based models with respect to which license revenue is not fully recognizable at the time of initial sale;

•

Changes in service models with respect to which consulting services are performed on a fixed-fee, rather than variable fee, basis; and

•

Potential impairments of goodwill, intangibles and other investments.

Because the Company’s software products are typically shipped shortly after orders are received, total revenues in any quarter are substantially dependent on orders booked and shipped throughout that quarter. Furthermore, several factors may require the Company, in accordance with accounting principles generally accepted in the United States, to defer recognition of license fee revenue for a significant period of time after entering into a license agreement, including:

•

Whether the license agreement includes both software products that are then currently available and software products or other enhancements that are still under development;

•

Whether the license agreement relates entirely or partly to software products that are currently not available;

•

Whether the license agreement requires the performance of services that may preclude revenue recognition until successful completion of such services;

•

Whether the license agreement includes acceptance criteria that may preclude revenue recognition prior to customer acceptance;

•

Whether the license agreement includes undelivered elements (including limited terms or durations) that may preclude revenue recognition prior to customer acceptance; and

•

Whether the license agreement includes extended payment terms that may delay revenue recognition until the payment becomes due.

In addition, the Company may in the future experience fluctuations in its gross and operating margins due to changes in the mix of its domestic and international revenues, changes in the mix of its direct sales and indirect sales and changes in the mix of license revenues and service revenues, as well as changes in the mix among the indirect channels through which its products are offered.

A significant portion of the Company’s total revenues in any given quarter is derived from existing customers. The Company’s ability to achieve future revenue growth, if any, will be substantially dependent upon its ability to increase revenues from license fees and services from existing customers, to expand its customer base and to increase the average size of its orders. To the extent that such increases do not occur in a timely manner, the Company’s business, operating results and financial condition would be harmed.

The Company’s expense levels and any plans for expansion are based in significant part on its expectations of future revenues and are relatively fixed in the short-term. If revenues fall below expectations and the Company is unable to respond quickly by reducing its spending, the Company’s business, operating results, and financial condition could be harmed.

The Company often implements changes to its license pricing structure for all of its products including increased prices and modified licensing parameters. If these changes are not accepted by the Company’s current customers or future customers, its business, operating results, and financial condition could be harmed.

Based upon all of the factors described above, the Company has a limited ability to forecast the amount and mix of future revenues and expenses and, the Company’s actual operating results may from time to time fall below its estimates or the expectations of public market analysts and investors which is likely to cause the price of the Company’s common stock to decline.

OUR DEBT COVENANTS IN OUR CREDIT AGREEMENT RESTRICT OUR FINANCIAL AND OPERATIONAL FLEXIBILITY.

Our Credit Agreement contains a number of financial covenants, which, among other things, may require us to maintain specified financial ratios and impose certain limitations on us with respect to lines of business, mergers, investments and acquisitions, additional indebtedness, distributions, guarantees, liens and encumbrances. Our ability to meet the financial ratios can be affected by operating performance or other events beyond our control, and we cannot assure you that we will meet those ratios and failure to do so may cause an event of default under the Credit Agreement. Our indebtedness under the Credit Agreement is secured by a lien on substantially all of our assets and of our subsidiaries, by a pledge of our operating and license subsidiaries’ stock and by a guarantee of our subsidiaries. If the amounts outstanding under the Credit Agreement were accelerated due to an event of default, the lenders could proceed against such available collateral by forcing the sales of these assets.

THE COMPANY HAS MADE, AND MAY IN THE FUTURE MAKE, ACQUISITIONS, WHICH INVOLVE NUMEROUS RISKS.

The Company’s business is highly competitive, and as such, its growth is dependent upon its ability to expand its market, enhance its existing products, introduce new products on a timely basis and expand its distribution channels and professional services organizations. In order to achieve these objectives, the Company had pursued and will continue to pursue acquisitions of other companies. On February 1, 2010, the Company completed a tender offer for Xenos Group Inc. (“Xenos”).

Generally, acquisitions (including that of Xenos) involve numerous risks, including the following:

•

The benefits of the acquisition not materializing as planned or not materializing within the time periods or to the extent anticipated;

•

The Company’s ability to manage acquired entities’ people and processes that are headquartered in separate geographical locations from the Company’s headquarters;

•

The possibility that the Company will pay more than the value it derives from the acquisition;

•

Difficulties in integration of the operations, technologies, and products of the acquired companies;

•

The assumption of certain known and unknown liabilities of the acquired companies;

•

Difficulties in retaining key relationships with customers, partners and suppliers of the acquired company—specifically in the case of Xenos, the loss of recurring revenue from multiple subsidiaries of one large multi-national organization or the ability to sell and support certain third party software.

•

The risk of diverting management’s attention from normal daily operations of the business;

•

The Company’s ability to issue new releases of the acquired company’s products on existing or other platforms;

•

Negative impact to the Company’s financial condition and results of operations and the potential write down of impaired goodwill and intangible assets resulting from the consolidation of financial statements;

•

Risks of entering markets in which the Company has no or limited direct prior experience; and

•

The potential loss of key employees of the acquired company.

Mergers and acquisitions of high-technology companies are inherently risky, and the Company cannot be certain that any acquisition will be successful and will not materially harm the Company’s business, operating results or financial condition.

INTELLECTUAL PROPERTY CLAIMS AGAINST THE COMPANY CAN BE COSTLY AND COULD RESULT IN THE LOSS OF SIGNIFICANT RIGHTS.

Third parties may claim that the Company’s current or future products infringe their intellectual property rights. The Company has been subject to infringement claims in the past and it expects that companies in the Business Intelligence, Rich Information Applications or Print Stream Performance Management software market will increasingly be subject to infringement claims as the number of products and/or competitors in its industry segment grows and the functionality of products in different industry segments overlaps. Any such claims, with or without merit, could be time-consuming to defend, result in significant litigation and other expenses, divert management’s attention and resources, cause product shipment delays or require the Company to enter into royalty or licensing agreements. Such royalty or licensing agreements, if required, may not be available on terms acceptable to the Company or at all. A successful claim of product infringement against the Company and its failure or inability to license the infringed or similar technology could materially harm the Company’s business, operating results and financial condition.

COMPUTER “HACKERS” MAY DAMAGE OUR SYSTEMS, SERVICES AND PRODUCTS, AND BREACHES OF DATA PROTECTION COULD IMPACT OUR BUSINESS.

Computer programmers and hackers may be able to penetrate our network security and misappropriate our confidential information or that of third parties, create system disruptions or cause interruptions or shutdowns of our internal systems and services. If successful, any of these events could damage our computer systems or those of our customers and could disrupt or prevent us from providing timely maintenance and support for our software platform. Computer programmers and hackers also may be able to develop and deploy viruses, worms and other malicious software programs that attack our products or otherwise exploit any security vulnerabilities of our products. The costs to us to eliminate or alleviate security problems, bugs, viruses, worms, malicious software programs and security vulnerabilities could be significant, and the efforts to address these problems could result in interruptions, delays, cessation of service and loss of existing or potential customers and may impede our sales, manufacturing, distribution and other critical functions.

In the course of our regular business operations and providing maintenance and support services to our customers, we process and transmit proprietary information and sensitive or confidential data, including personal information of employees, customers and others. Breaches in security could expose us, our customers or the individuals affected to a risk of loss or misuse of this information, which could result in potential regulatory actions, litigation and potential liability for us, as well as the loss of existing or potential customers and damage to our brand and reputation.

THE COMPANY MAY NOT BE ABLE TO PROTECT ITS SOURCE CODE FROM COPYING.

Source code, the detailed program commands for our operating systems and other software programs, is critical to our business. Although we take significant measures to protect the secrecy of large portions of our source code, unauthorized disclosure or reverse engineering of a significant portion of our source code could make it easier for third parties to compete with our products by copying functionality, which could adversely affect our revenue and operating margins.

IF THE COMPANY FAILS TO GROW REVENUE FROM INTERNATIONAL OPERATIONS AND EXPAND ITS INTERNATIONAL OPERATIONS ITS BUSINESS WOULD BE SERIOUSLY HARMED.

The Company’s total revenues derived from sales outside North America were 21%, 21% and 23% for fiscal years 2011, 2010 and 2009, respectively. Its ability to achieve revenue growth in the future will depend in large

part on its success in increasing revenues from international sales. The Company intends to continue to invest significant resources to expand its sales and support operations outside North America and to potentially enter additional international markets. In order to expand international sales, the Company must establish additional foreign operations, expand its international channel management and support organizations, hire additional personnel, recruit additional international resellers and increase the productivity of existing international resellers. If it is not successful in expanding international operations in a timely and cost-effective manner, the Company’s business, operating results and financial condition could be materially harmed.

IF THE COMPANY DOES NOT SUCCESSFULLY EXPAND ITS DISTRIBUTION CHANNELS AND DEVELOP AND MAINTAIN RELATIONSHIPS WITH OEMs, ITS BUSINESS WOULD BE SERIOUSLY HARMED.

To date, the Company has sold its products principally through its direct sales force, as well as through indirect sales channels, such as its OEMs, resellers and systems integrators. The Company’s revenues from license fees resulting from sales through indirect channel partners were approximately 31%, 58%, and 26% of total revenues from license fees for fiscal years 2011, 2010 and 2009, respectively. The higher ratio of license fees through indirect channel partners experienced in fiscal 2010 was primarily attributed to the IBM transaction. The Company’s ability to achieve significant revenue growth in the future will depend in large part on the success of its sales force in further establishing and maintaining relationships with indirect channel partners. In particular, a significant element of the Company’s strategy is to embed its technology in products offered by OEMs for resale or as a hosted application to such OEMs’ customers and end-users. The Company also intends to establish and expand its relationships with resellers and systems integrators so that such resellers and systems integrators will increasingly recommend its products to their clients. The Company’s future success will depend on the ability of its indirect channel partners to sell and support its products. If the sales and implementation cycles of its indirect channel partners are lengthy or variable or its OEMs experience difficulties embedding the Company’s technology into their products, or if it fails to train the sales and customer support personnel of such indirect channel partners in a timely or effective fashion, the Company’s business, operating results and financial condition would be materially harmed.

Although the Company is currently investing, and plans to continue to invest, significant resources to expand and develop relationships with OEMs and resellers, it has at times experienced and continues to experience difficulty in establishing and maintaining these relationships. If the Company is unable to successfully expand this distribution channel and secure license agreements with additional OEMs and resellers on commercially reasonable terms, including significant up-front payments of minimum license fees, and extend existing license agreements with existing OEMs on commercially reasonable terms, the Company’s operating results would be adversely affected. Any inability by the Company to maintain existing or establish new relationships with indirect channel partners, including systems integrators and resellers, or, if such efforts are successful, a failure of the Company’s revenues to increase correspondingly with expenses incurred in pursuing such relationships, would materially harm the Company’s business, operating results and financial condition.

THE COMPANY MAY NOT BE ABLE TO COMPETE SUCCESSFULLY AGAINST ITS CURRENT AND FUTURE COMPETITORS.

The Company’s market is intensely competitive and characterized by rapidly changing technology, evolving standards and product releases by the Company’s competitors that are marketed to compete directly with the Company’s products. The Company’s competition comes in five principal forms:

•

Competition from current or future Business Intelligence software vendors such as Information Builders, Qlik Tech, Pentaho, Jaspersoft and MicroStrategy, each of which offers reporting products;

•

Competition from other large software vendors such as IBM, Microsoft, Oracle and SAP, to the extent they sell Rich Information Applications, Print Stream and Performance Management as separate products or include similar functionality with their applications or databases;

•

Competition from other software vendors and software development tool vendors including providers of open-source software products that may develop scalable Business Intelligence, Performance Management, Print Stream and Rich Information Applications products;

•

Competition from the IT departments of current or potential customers that may develop scalable Business Intelligence, Performance Management, Print Stream and Rich Information Applications products internally, which may be cheaper and more customized than the Company’s products; and

•

Competition from Eclipse BIRT. The Company expects that Eclipse BIRT, which is free, may in the short term cannibalize some smaller sales of its Business Intelligence and Rich Information Applications products.

Many of the Company’s current and potential competitors have significantly greater financial, technical, marketing and other resources than it does. These competitors may be able to respond more quickly to new or emerging technologies and changes in customer requirements or devote greater resources to the development, promotion and sales of their products than the Company. Also, most current and potential competitors have greater name recognition and the ability to leverage a significant installed customer base. These companies have released and can continue to release competing Business Intelligence, Performance Management, Print Stream and Rich Information Applications software products or significantly increase the functionality of their existing software products, either of which could result in a loss of market share for the Company. The Company expects additional competition as other established and emerging companies enter the Business Intelligence, Performance Management, Print Stream and Rich Information Applications software market and new products and technologies are introduced. Increased competition could result in price reductions, fewer customer orders, reduced gross margins, longer sales cycles and loss of market share, any of which would harm the Company’s business, operating results and financial condition.

Current and potential competitors may make strategic acquisitions or establish cooperative relationships among themselves or with third parties, thereby increasing their ability to address the needs of the Company’s customers. Also, the Company’s current or future channel partners may have established in the past, or may in the future, establish cooperative relationships with the Company’s current or potential competitors, thereby limiting the Company’s ability to sell its products through particular distribution channels. It is possible that new competitors or alliances among current and new competitors may emerge and rapidly gain significant market share. Such competition could reduce the Company’s revenues from license fees and services from new or existing customers on terms favorable to us. If the Company is unable to compete successfully against current and future competitors, the Company’s business, operating results and financial condition would be materially harmed.

IF THE MARKET FOR BUSINESS INTELLIGENCE, RICH INFORMATION APPLICATIONS, PRINT STREAM AND PERFORMANCE MANAGEMENT SOFTWARE DOES NOT GROW AS THE COMPANY EXPECTS, ITS BUSINESS WOULD BE SERIOUSLY HARMED.

The Company cannot be certain that the market for Business Intelligence and Rich Information Applications, Print Stream and Performance Management software products will continue to grow or that, even if the market does grow, businesses will purchase the Company’s products. If the market for Business Intelligence and Rich Information Applications, Print Stream and Performance Management software products declines, fails to grow or grows more slowly than the Company expects, its business, operating results and financial condition would be harmed. To date, all of the Company’s revenues have been derived from licenses for its Business Intelligence, Rich Information Applications, Print Stream and Performance Management related products and services, and it expects this to continue for the foreseeable future. The Company has spent, and intends to continue to spend, considerable resources educating potential customers and indirect channel partners about Business Intelligence, Rich Information Applications, Print Stream and Performance Management software and products. However, if such expenditures do not enable its products to achieve any significant degree of market acceptance, the Company’s business, operating results and financial condition would be materially harmed.

BECAUSE THE SALES CYCLES OF THE COMPANY’S PRODUCTS ARE LENGTHY AND VARIABLE, ITS QUARTERLY RESULTS MAY FLUCTUATE.

The purchase of the Company’s products by its end-user customers for deployment within the customer’s organization typically involves a significant commitment of capital and other resources, and is therefore subject to delays that are beyond the Company’s control. These delays can arise from a customer’s internal procedures to approve large capital expenditures, budgetary constraints, the testing and acceptance of new technologies that affect key operations and general economic and political events. The sales cycle for initial orders and larger follow-on orders for the Company’s products can be lengthy and variable. Additionally, sales cycles for sales of the Company’s products to OEMs tend to be longer, ranging from 6 to 24 months or more, and may involve convincing the OEMs’ entire organization that the Company’s products are the appropriate software for their applications. This time period does not include the sales and implementation cycles of such OEMs’ own products, which can be longer than the Company’s sales and implementation cycles. Certain of the Company’s customers have in the past, or may in the future, experience difficulty completing the initial implementation of the Company’s products. Any difficulties or delays in the initial implementation by the Company’s end-user customers or indirect channel partners could cause such customers or partners to reject the Company’s software or lead to the delay or non-receipt of future orders for the large-scale deployment of its products, in which case the Company’s business, operating results and financial condition would be materially harmed.

ADVANCES IN HARDWARE AND SOFTWARE TECHNOLOGY MAY CAUSE OUR SOFTWARE REVENUE TO DECLINE.

In the past, the Company has licensed software for a certain number of “processors” or “CPUs” to many of its customers. Advances in hardware technology, including, but not limited to, greater CPU clock speeds, multiple-core processors and virtualization, have afforded software performance gains to some customers, causing them to defer additional software purchases from the Company. The occurrence of any of these events, and other future advances, could seriously harm the Company’s business, operating results and financial condition. Use of the Company’s software on more advanced hardware than the hardware on which the software was originally installed, without payment of a fee, is prohibited by the terms of applicable license agreements or Company policies. The Company intends to require compliance with such terms. As a result of its enforcement efforts, customers may defer or cease purchasing additional software or maintenance and support. The occurrence of any of these events could materially harm the Company’s business, operating results and financial condition.

DECLINING RENEWAL OF MAINTENANCE SERVICES ON OUR OLDER SOFTWARE SALES PRODUCTS

The Company has historically experienced a high maintenance renewal rate across its various product lines. As certain of the Company’s products age, these renewal rates may not be sustained unless the Company is successful in providing its customers with more advanced functionality and the levels of support that they require. If this trend continues, the Company’s business, operating results and financial condition could be materially harmed.

IF THE COMPANY IS UNABLE TO FAVORABLY ASSESS THE EFFECTIVENESS OF ITS INTERNAL CONTROL OVER FINANCIAL REPORTING IN FUTURE PERIODS OR IF THE COMPANY’S INDEPENDENT AUDITORS ARE UNABLE TO PROVIDE AN UNQUALIFIED ATTESTATION REPORT ON SUCH ASSESSMENT, THE COMPANY’S STOCK PRICE COULD BE ADVERSELY AFFECTED.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”), the Company’s management is required to report on, and its independent auditors are required to attest to, the effectiveness of the Company’s internal controls over financial reporting on an annual basis. The Company’s assessment, testing and evaluation of the design and operating effectiveness of its internal control over financial reporting are ongoing. Our

management assessed the effectiveness of our internal control over financial reporting as of December 31, 2011, and has concluded that our internal control over financial reporting was effective. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control—Integrated Framework.

Our Annual Report on Form 10-K for the fiscal year ended December 31, 2010 disclosed a material weakness relating to non-recurring transactions that resulted in a material error in our 2010 income tax provision. During the fiscal year of 2011, we modified our internal control over financial reporting with respect to accounting for income taxes. We worked with an experienced third-party accounting firm in the preparation and analysis of our interim and annual income tax accounting and identified and analyzed non-recurring transactions occurring during each accounting period to determine the appropriate accounting treatment for each non-recurring transaction. As a result of these actions, management has concluded that Actuate has remediated the material weakness as of the end of the period covered by this report.

There were no other significant changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Management believes these measures have had a positive effect on the Company’s internal control over financial reporting since implementation, and anticipates that these added controls will continue to have a positive impact on the Company’s internal control over financial reporting in future periods.

If in future periods the Company concludes that its internal control over financial reporting is not effective, it may be required to change its internal control over financial reporting to remediate deficiencies. The Company cannot predict the outcome of its testing in future periods as risks exist that present controls may not be effective in the future periods and consequently investors may lose confidence in the reliability of the Company’s financial statements, causing the Company’s stock price to decline.

SECTION 404 AND REGULATORY CHANGES HAVE CAUSED THE COMPANY TO INCUR INCREASED COSTS AND OPERATING EXPENSES, INCLUDING ADDITIONAL COST AND EXPENSES ASSOCIATED WITH HIRING QUALIFIED PERSONNEL TO COMPLY WITH SUCH REGULATORY REQUIREMENT.

The Sarbanes-Oxley Act of 2002 and regulatory changes by the SEC and Nasdaq have caused the Company to incur significant increased costs. In particular, the rules governing the standards that must be met for management to assess its internal controls over financial reporting under Section 404 are complex, and require significant documentation, testing and possible remediation. This ongoing process of reviewing, documenting and testing the Company’s internal controls over financial reporting has resulted in, and will likely continue to result in ongoing cost to the Company. Furthermore, achieving and maintaining compliance with Sarbanes-Oxley and other new rules and regulations has and will continue to require the Company to hire additional personnel and to use additional outside legal, accounting and advisory services.

In addition, any acquisitions made by the Company will also put a significant strain on its management, information systems and resources. Any expansion of the Company’s international operations will lead to increased financial and administrative demands associated with managing its international operations and managing an increasing number of relationships with foreign partners and customers and expanded treasury functions to manage foreign currency risks, all of which will require the Company to incur additional cost to implement necessary changes to maintain effective internal controls over financial reporting.

IF THE COMPANY DOES NOT RESPOND TO RAPID TECHNOLOGICAL CHANGES, ITS PRODUCTS COULD BECOME OBSOLETE.

The market for the Company’s products is characterized by rapid technological changes, frequent new product introductions and enhancements, changing customer demands, and evolving industry standards. Any of

these factors can render existing products obsolete and unmarketable. The Company believes that its future success will depend in large part on its ability to support current and future releases of popular operating systems and computer programming languages, databases and software applications, to timely develop new products that achieve market acceptance and to meet an expanding range of customer requirements. If the announcement or introduction of new products by the Company or its competitors or any change in industry standards causes customers to defer or cancel purchases of existing products, the Company’s business, operating results and financial condition would be harmed.

As a result of the complexities inherent in Business Intelligence, Rich Information Applications, Print Stream and Performance Management software, major new products and product enhancements can require long development and testing periods. In addition, customers may delay their purchasing decisions in anticipation of the general availability of new or enhanced versions of the Company’s products. As a result, significant delays in the general availability of such new releases or significant problems in the installation or implementation of such new releases could harm the Company’s business, operating results and financial condition. If the Company fails to successfully develop, on a timely and cost effective basis, product enhancements or new products that respond to technological change, evolving industry standards or customer requirements or such new products and product enhancements fail to achieve market acceptance, the Company’s business, operating results and financial condition would be harmed.

IF THE COMPANY DOES NOT RELEASE NEW PRODUCTS AND ENHANCEMENTS TO EXISTING PRODUCTS IN A TIMELY MANNER OR IF SUCH NEW PRODUCTS AND ENHANCEMENTS, INCLUDING THE COMPANY’S OPEN SOURCE PROJECT, FAIL TO ACHIEVE MARKET ACCEPTANCE, THE COMPANY’S BUSINESS COULD BE SERIOUSLY HARMED.

The Company believes that its future success will depend in large part on the success of new products and enhancements to its products that it makes generally available. Prior to the release of any new products or enhancements, the products must undergo a long development and testing period. To date, the development and testing of new products and enhancements have taken longer than expected. In the event the development and testing of new products and enhancements continue to take longer than expected, the release of new products and enhancements will be delayed. If the Company fails to release new products and enhancements in a timely manner, its business, operating results and financial condition would be harmed. In addition, if such new products and enhancements do not achieve market acceptance, the Company’s business, operating results and financial condition would be harmed.

The Company has developed a BIRT open source product through its involvement in the Eclipse Foundation. The Company hopes that BIRT and a commercial version of BIRT will be widely adopted by Java developers and will result in such developers recommending to their employees and customers that they license the Company’s commercially available products. If BIRT does not achieve market acceptance and result in promoting sales of commercial products, the Company’s business, operating results and financial condition may be harmed.

THE SUCCESS OF THE COMPANY’S OPEN-SOURCE BIRT INITIATIVE IS DEPENDENT ON BUILDING A DEVELOPER COMMUNITY AROUND BIRT.

The success of the Company’s BIRT initiative is dependent on the open source contributions of third-party programmers and corporations, and if they cease to make these contributions to the Eclipse open source project, the BIRT project, or the general open source movement, the Company’s BIRT product strategy could be adversely affected. If key members, or a significant percentage, of this group of developers or corporations decides to cease development of Eclipse, BIRT or other open source applications, the Company would have to either rely on another party (or parties) to develop these technologies, develop them itself or adapt its open source product strategy accordingly. This could increase the Company’s development expenses, delay its product releases and upgrades or adversely impact customer acceptance of open source offerings.

IF SECURITY MEASURES REGARDING OUR BIRT ONDEMAND AND PERFORMANCE MANAGEMENT ONDEMAND SERVICES ARE BREACHED AND UNAUTHORIZED ACCESS IS OBTAINED TO A CUSTOMER’S DATA OR OUR DATA OR OUR INFORMATION TECHNOLOGY SYSTEMS, WE MAY INCUR SIGNIFICANT LEGAL AND FINANCIAL EXPOSURE AND LIABILITIES.

Our BIRT onDemand and Performance Management onDemand services involve the storage and transmission of customers’ proprietary information, and security breaches could expose us to a risk of loss of this information, litigation and possible liability. These security measures may be breached as a result of third-party action, including intentional misconduct by computer hackers, employee error, malfeasance or otherwise, during transfer of data to additional data centers or at any time, and result in someone obtaining unauthorized access to our customers’ data or our data, including our intellectual property and other confidential business information, or our information technology systems. Additionally, third parties may attempt to fraudulently induce employees or customers into disclosing sensitive information such as user names, passwords or other information in order to gain access to our customers’ data or our data, including our intellectual property and other confidential business information, or our information technology systems. Because the techniques used to obtain unauthorized access, or to sabotage systems, change frequently and generally are not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. Any security breach could lead to legal liability.

FROM TIME TO TIME, WE MAY BE INVOLVED IN LEGAL PROCEEDINGS ABOUT WHICH WE ARE UNABLE TO ASSESS OUR EXPOSURE AND WHICH COULD BECOME SIGNIFICANT LIABILITIES UPON JUDGMENT.

We are involved in legal proceedings from time to time. Companies in our industry have been subject to claims related to patent infringement, as well as contract and employment-related claims. At times, including now, we are also plaintiffs in litigation involving the Company’s intellectual property. We may not be able to accurately assess risk related to these suits including expenses and other potential liabilities.

THE COMPANY’S INTERNATIONAL OPERATIONS ARE SUBJECT TO SIGNIFICANT RISKS.

A substantial portion of the Company’s revenues are derived from international sales. International operations and sales are subject to a number of risks, any of which could harm the Company’s business, operating results and financial conditions. These risks include the following:

•

Economic and political instability, including war and terrorism or the threat of war and terrorism;

•

Difficulty of managing an organization spread across many countries;

•

Multiple and conflicting tax laws and regulations;

•

Costs of localizing products for foreign countries;

•

Difficulty in hiring employees and difficulties and high costs associated with terminating employees and restructuring operations in foreign countries;

•

Trade laws and business practices favoring local competition;

•

Dependence on local vendors;

•

Increasing dependence on resellers in certain geographies;

•

Compliance with multiple, conflicting and changing government laws and regulations;

•

Weaker intellectual property protection in foreign countries and potential loss of proprietary information due to piracy or misappropriation;

•

Longer sales cycles;

•

Import and export restrictions and tariffs;

•

Difficulties in staffing and managing foreign operations;

•

The significant presence of some of our competitors in certain international markets;

•

Greater difficulty or delay in accounts receivable collection; and

•

Foreign currency exchange rate fluctuations.

The Company hopes that, over time, an increasing portion of its revenues and costs will be denominated in foreign currencies. To the extent such denomination in foreign currencies does occur, gains and losses on the conversion to U.S. dollars of accounts receivable, accounts payable and other monetary assets and liabilities arising from international operations may contribute to fluctuations in the Company’s results of operations. Although the Company may in the future decide to undertake foreign exchange hedging transactions to cover a portion of its foreign currency transaction exposure, it currently does not attempt to cover any foreign currency exposure. If it is not effective in any future foreign exchange hedging transactions in which it engages, the Company’s business, operating results and financial condition could be materially harmed.

THE COMPANY’S EXECUTIVE OFFICERS AND CERTAIN KEY PERSONNEL ARE CRITICAL TO ITS BUSINESS AND IT MAY NOT BE ABLE TO RECRUIT AND RETAIN THE PERSONNEL IT NEEDS.

The Company’s future success depends upon the continued service of its executive officers and other key engineering, sales, marketing and customer support personnel. None of its executive officers or key employees is bound by an employment agreement for any specific term. If the Company loses the service of one or more of its executive officers or key employees, or if one or more of its executive officers or key employees decide to join a competitor or otherwise compete directly or indirectly with it, it could have a significant adverse effect on the Company’s business.

In addition, because experienced personnel in the Company’s industry are in high demand and competition for their talents is intense, the Company has relied on its ability to grant stock options as one mechanism for recruiting and retaining this highly skilled talent. Accounting standards require the expensing of stock options, which impairs the Company’s ability to provide these incentives without incurring significant compensation costs. There can be no assurance that the Company will continue to successfully attract and retain key personnel in the future.

CHANGES IN ACCOUNTING PRINCIPLES OR STANDARDS, OR IN THE WAY THEY ARE APPLIED, COULD RESULT IN UNFAVORABLE ACCOUNTING CHARGES OR EFFECTS AND UNEXPECTED FINANCIAL REPORTING FLUCTUATIONS, AND COULD ADVERSELY AFFECT OUR REPORTED OPERATING RESULTS.

We prepare our consolidated financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”). These principles are subject to interpretation by the SEC and various bodies formed to interpret and create appropriate accounting principles and guidance. A change in existing principles or guidance can have a significant effect on our reported results and may retroactively affect previously reported results. Additionally, proposed accounting standards could have a significant impact on our operational processes, revenues and expenses, and could cause unexpected financial reporting fluctuations.

For example, the Financial Accounting Standards Board (“FASB”) is currently working together with the International Accounting Standards Board (“IASB”) to converge certain accounting principles and facilitate more comparable financial reporting between companies who are required to follow GAAP and those who are required to follow International Financial Reporting Standards (“IFRS”). These efforts may result in different accounting principles under GAAP, which may have a material impact on the way in which we report financial results in areas including, but not limited to, revenue recognition, lease accounting, and financial statement presentation. We expect the SEC to make a determination in the near future regarding the incorporation of IFRS into the

financial reporting system for U.S. companies. A change in accounting principles from GAAP to IFRS may have a material impact on our financial statements and may retroactively adversely affect previously reported transactions.

THE COMPANY MAY BE UNABLE TO SUSTAIN OR INCREASE ITS PROFITABILITY.

While the Company was profitable in its last eight fiscal years, it incurred net losses during fiscal year 2003 and 2002. Its ability to sustain or increase profitability on a quarterly or annual basis will be affected by changes in its business. It expects its operating expenses to increase as its business grows, and it anticipates that it will make investments in its business. Therefore, the Company’s results of operations will be harmed if its revenues do not increase at a rate equal to or greater than increases in its expenses or are insufficient for it to sustain profitability.

IF THE COMPANY OVERESTIMATES REVENUES, IT MAY BE UNABLE TO REDUCE ITS EXPENSES TO AVOID OR MINIMIZE A NEGATIVE IMPACT ON ITS RESULTS OF OPERATIONS.

The Company’s revenues are difficult to forecast and are likely to fluctuate significantly from period to period. The Company bases its operating expense budgets on expected revenue trends. The Company’s estimates of sales trends may not correlate with actual revenues in a particular quarter or over a longer period of time. Variations in the rate and timing of conversion of the Company’s sales prospects into actual licensing revenues could cause it to plan or budget inaccurately and those variations could adversely affect the Company’s financial results. In particular, delays, reductions in amount or cancellation of customers’ purchases would adversely affect the overall level and timing of the Company’s revenues and its business, results of operations and financial condition could be harmed. In addition, many of its expenses, such as office and equipment leases and certain personnel costs, are relatively fixed. It may be unable to adjust spending quickly enough to offset any unexpected revenue shortfall. Accordingly, any shortfall in revenue may cause a material variation in operating results in any period.

IF THE COMPANY’S PRODUCTS CONTAIN MATERIAL DEFECTS, ITS REVENUES MAY DECLINE.

Software products as complex as those offered by the Company often contain errors or defects, particularly when first introduced, when new versions or enhancements are released and when configured to individual customer computing systems. The Company currently has known errors and defects in its products. Despite testing conducted by the Company, if additional defects and errors are found in current versions, new versions or enhancements of its products after commencement of commercial shipment, or if such errors or defects cannot be cured or repaired timely, it could result in the loss of revenues or a delay in market acceptance or an increase in the rate of return of the Company’s products. The occurrence of any of these events could materially harm the Company’s business, operating results and financial condition.

THE COMPANY MAY BE SUBJECT TO PRODUCT LIABILITY CLAIMS.

Although license agreements with its customers typically contain provisions designed to limit the Company’s exposure to potential product liability claims, it is possible that such limitation of liability provisions may not be effective as a result of existing or future laws or unfavorable judicial decisions. The sale and support of the Company’s products may entail the risk of such claims, which are likely to be substantial in light of the use of its products in business-critical applications. A product liability claim brought against the Company could materially harm its business, operating results and financial condition.

THE PROTECTION OF OUR PROPRIETARY RIGHTS MAY BE INADEQUATE.

The Company has a small number of issued and pending U.S. patents expiring at varying times ranging from 2015 to 2024. The Company relies primarily on a combination of copyright and trademark laws, trade

secrets, confidentiality procedures, contractual provisions and license keys to protect its proprietary technology. For example, the Company licenses its software pursuant to click-wrap or signed license agreements that impose certain restrictions on licensees’ ability to utilize the software. In addition, the Company seeks to avoid disclosure of its intellectual property, including by requiring those persons with access to its proprietary information to execute confidentiality agreements with the Company and by restricting access to its source code. The Company takes precautions to protect our software, certain documentation, and other written materials under trade secret and copyright laws, which afford only limited protection.

Despite the Company’s efforts to protect its proprietary rights, unauthorized parties may attempt to copy aspects of its products or to obtain and use information that the Company regards as proprietary. Policing unauthorized use of the Company’s products is difficult, and while it is unable to determine the extent to which piracy of its software products exists, software piracy can be expected to be a persistent problem. In addition, the laws of many countries do not protect the Company’s proprietary rights to the same extent as the laws of the United States. If the Company’s means of protecting its proprietary rights is not adequate or its competitors independently develop similar technology, the Company’s business could be materially harmed.

IF SECURITIES OR INDUSTRY ANALYSTS DO NOT PUBLISH RESEARCH OR REPORTS OR PUBLISH UNFAVORABLE RESEARCH OR REPORTS ABOUT OUR BUSINESS, OUR STOCK PRICE AND TRADING VOLUME COULD DECLINE.

The trading market for our common stock will be influenced by the research and reports that securities or industry analysts may publish about us, our business, our market or our competitors. If any of the analysts who may cover us adversely change their recommendation regarding our stock, or provide more favorable relative recommendations about our competitors, our stock price would likely decline. If any analyst who may cover us were to cease coverage of our company or fail to regularly publish reports on us, interest in our stock could decrease, which could cause our stock price or trading volume to decline.

THE COMPANY’S COMMON STOCK PRICE MAY BE VOLATILE, WHICH COULD RESULT IN SUBSTANTIAL LOSSES FOR STOCKHOLDERS.

The market price of shares of the Company’s common stock has been and is likely to continue to be highly volatile and may be significantly affected by factors such as the following:

•

Actual or anticipated fluctuations in its operating results;

•

Changes in the economic and political conditions in the United States and abroad;

•

Terrorist attacks, war or the threat of terrorist attacks and war;

•

The announcement of mergers or acquisitions by the Company or its competitors;

•

Developments in ongoing or threatened litigation;

•

Announcements of technological innovations;

•

Failure to comply with the requirements of Section 404 of the Sarbanes-Oxley Act;

•

New products, including open source products, or new contracts announced by it or its competitors;

•

Developments with respect to copyrights or proprietary rights;

•

Price and volume fluctuations in the stock market;

•

Changes in corporate purchasing of Business Intelligence, Rich Information Applications and Performance Management software;

•

Adoption of new accounting standards affecting the software industry; and

•

Changes in financial estimates by securities analysts.

In addition, following periods of volatility in the market price of a particular company’s securities, securities class action litigation has often been brought against such companies. If the Company is involved in such litigation, it could result in substantial costs and a diversion of management’s attention and resources and could materially harm the Company’s business, operating results and financial condition.

WE CURRENTLY DO NOT INTEND TO PAY DIVIDENDS ON OUR COMMON STOCK, AND CONSEQUENTLY, YOUR ONLY OPPORTUNITY TO ACHIEVE A RETURN ON YOUR INVESTMENT IS IF THE PRICE OF OUR COMMON STOCK APPRECIATES AND YOU SELL YOUR SHARES AT A PRICE ABOVE YOUR COST.

We currently do not intend to declare or pay dividends on shares of our common stock in the foreseeable future. Consequently, your only opportunity to achieve a return on your investment in our company will be if the market price of our common stock appreciates and you sell your shares at a price above your cost. There is no guarantee that the price of our common stock will ever exceed the price that you pay. Investors seeking cash dividends should not purchase our common stock.

CHANGES IN CORPORATE INCOME TAX LAWS, INCOME TAX RATES OR NEGATIVE INCOME TAX RULINGS COULD ADVERSELY IMPACT THE COMPANY’S FINANCIAL RESULTS.

The Company is taxable principally in the United States, Canada and certain jurisdictions in Europe and Asia/Pacific. All of these jurisdictions have in the past and may in the future make changes to their corporate income tax laws and/or corporate income tax rates, which could increase or decrease the Company’s future income tax provision. While the Company believes that all material income tax liabilities are reflected properly in its Consolidated Balance Sheet, it has no assurance that it will prevail in all cases in the event the taxing authorities disagree with its interpretations of the tax law. Future levels of research and development spending will impact the Company’s entitlement to related tax credits, which generally lower its effective income tax rate. Future effective income tax rates could be adversely affected if tax laws are enacted that are targeted to eliminate the benefits of the Company’s tax structure and if its earnings are lower than anticipated in jurisdictions where the Company has statutory tax rates lower than tax rates in the United States or other higher tax jurisdictions.

CERTAIN OF THE COMPANY’S CHARTER PROVISIONS AND DELAWARE LAW MAY PREVENT OR DETER A CHANGE IN CONTROL OF THE COMPANY.

The Company’s Certificate of Incorporation, as amended and restated (the “Certificate of Incorporation”), and Bylaws, as amended and restated (“Bylaws”), contain certain provisions that may have the effect of discouraging, delaying or preventing a change in control of the Company or unsolicited acquisition proposals that a stockholder might consider favorable, including provisions authorizing the issuance of “blank check” preferred stock, eliminating the ability of stockholder to act by written consent and requiring stockholders to provide advance notice for proposals and nomination of directors at the Annual Meeting of Stockholder. In addition, certain provisions of Delaware law and the Company’s stock option plans may also have the effect of discouraging, delaying or preventing a change in control or unsolicited acquisition proposals. The Company has also entered into change of control agreements with its executive officers, which agreements require payment to an executive upon termination of employment within 12 months after acquisition. The anti-takeover effect of these provisions may also have an adverse effect on the public trading price of the Company’s common stock.

DEPENDENCE ON THE FINANCIAL SERVICES INDUSTRY COULD SIGNIFICANTLY AFFECT THE COMPANY’S REVENUES.

A significant portion of the Company’s revenues are derived from customers in the financial services industry and the Company expects it will continue to derive a significant portion of its revenues from these customers for the foreseeable future. Accordingly, unfavorable economic conditions adversely impacting the financial services industry has had a material adverse effect on the Company’s business, financial condition and results of operations. For example, the financial services industry has experienced and may continue to

experience cyclical fluctuations in profitability, which may affect timing of, or actual purchases of, the Company’s products which would have a material adverse effect on the Company’s business, financial condition and results of operations.

CATASTROPHIC EVENTS MAY DISRUPT OUR BUSINESS.

We rely on our network infrastructure and enterprise applications, internal technology systems and our Website for our development, marketing, operational, support, hosted services and sales activities. A disruption, infiltration or failure of these systems in the event of a major earthquake, fire, power loss, telecommunications failure, software or hardware malfunctions, cyber attack, war, terrorist attack, or other catastrophic event could cause system interruptions, reputational harm, loss of intellectual property, delays in our product development, lengthy interruptions in our services, breaches of data security and loss of critical data and could prevent us from fulfilling our customers’ orders. Our corporate headquarters, a significant portion of our research and development activities, certain of our data centers, and certain other critical business operations are located in the San Francisco Bay Area, which is near major earthquake faults. We have developed certain disaster recovery plans and certain backup systems to reduce the potentially adverse effect of such events, but a catastrophic event that results in the destruction or disruption of any of our data centers or our critical business or information technology systems could severely affect our ability to conduct normal business operations and, as a result, our future operating results could be adversely affected.

ITEM 1B.

UNRESOLVED STAFF COMMENTS

None.

ITEM 2.

PROPERTIES

Actuate’s properties consist of leased facilities for sales and marketing, research and development, services and support and administrative personnel. Actuate’s headquarters facilities consist of approximately 83,000 square feet of office space in the Bridgepointe Campus in San Mateo, California. The lease on these headquarter facilities will expire in July 2012. On November 28, 2011, the Company entered into lease agreements with CA—San Mateo BayCenter Limited Partnership (an affiliate of Equity Office) (the “Leases”) for approximately 58,000 square feet of office space (the “Leased Premises”) in the San Mateo BayCenter Campus in San Mateo, California. Actuate will vacate its current corporate headquarters located at the Bridgepointe Campus and use the Leased Premises as its corporate headquarters.

Actuate also leases office facilities in various locations in the United States and abroad. All facilities are leased under operating leases.

ITEM 3.

LEGAL PROCEEDINGS

We are engaged in certain legal actions arising in the ordinary course of business. Although there can be no assurance as to the outcome of such litigation, we believe we have adequate legal defenses and we believe that the ultimate outcome of any of these actions will not have a material effect on our financial position or results of operations.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is traded on The Nasdaq Global Market and has been traded on Nasdaq since Actuate’s initial public offering in 1998. It traded under the symbol “ACTU” through November 3, 2010. On that date, we changed the stock symbol to “BIRT” and the stock has been trading under the “BIRT” symbol since that date. The following table sets forth the high and low closing sales prices of our common stock during each full quarterly period within the last two fiscal years:


	High		Low
First Quarter of Fiscal 2010	$	5.99	$	4.40
Second Quarter of Fiscal 2010	$	5.99	$	4.00
Third Quarter of Fiscal 2010	$	5.34	$	3.99
Fourth Quarter of Fiscal 2010	$	5.96	$	4.78
First Quarter of Fiscal 2011	$	5.96	$	4.63
Second Quarter of Fiscal 2011	$	5.86	$	4.94
Third Quarter of Fiscal 2011	$	6.74	$	5.39
Fourth Quarter of Fiscal 2011	$	6.72	$	5.15

According to the records of our transfer agent, as of February 29, 2012, Actuate had 90 stockholders of record (which number does not include the number of stockholders whose shares are held by a brokerage house or clearing agency, but does include, as one record holder each such brokerage house or clearing agency).

We have never paid a cash dividend on our common stock and do not intend to pay cash dividends on our common stock in the foreseeable future.

Performance Graph

The following performance graph shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C or the liabilities of section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Exchange Act.

The following graphs compare:

The cumulative total stockholder return on the common stock of the Company from December 31, 2006 (the last trading day before the beginning of the Company’s fifth preceding fiscal year) to December 31, 2011 (the last trading day of the fiscal year ended December 31, 2011) with the cumulative total return of (i) the Total Return Index for The Nasdaq Stock Market (U.S. Companies) (the “Nasdaq Index”), (ii) the Dow Jones U.S. Software Composite Index (the “Dow Jones U.S. Software Index”) and (iii) the RDG Software Composite Index ( the “RDG Software Index”). This graph assumes the investment of $100 on December 31, 2006 in the common stock of the Company, the Nasdaq Index and the Dow Jones U.S. Software Index.

LOGO

II.

The cumulative total stockholder return on the common stock of the Company from December 31, 2010 to December 31, 2011 with the cumulative total return of (i) the Total Return Index for the “Nasdaq Index”, (ii) the Dow Jones U.S. Software Composite Index (the “Dow Jones U.S. Software Index”) and (iii) the RDG Software Composite Index (the “RDG Software Index”). This graph assumes the investment of $100 on January 1, 2011 in the common stock of the Company, the Nasdaq Index and the Dow Jones U.S. Software Index.

LOGO

The comparisons in the graphs above are based on historical data and are not indicative of, nor intended to forecast, future performance of our common stock.

ITEM 6.

SELECTED FINANCIAL DATA

The following selected consolidated financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and with the Consolidated Financial Statements and Notes thereto that are included elsewhere in this Form 10-K. The Consolidated Statements of Income data for the years ended December 31, 2011, 2010 and 2009 and the Consolidated Balance Sheet data as of December 31, 2011 and 2010 are derived from the audited Consolidated Financial Statements included elsewhere in this Form 10-K. The Consolidated Statements of Income data for the years ended December 31, 2008 and 2007 and the Consolidated Balance Sheet data as of December 31, 2009, 2008 and 2007 are derived from audited Consolidated Financial Statements that are not included in this Form 10-K. Historical results are not necessarily indicative of results to be anticipated in the future.


	Year ended December 31,
	2011			2010			2009			2008			2007
	(in thousands, except per share data)
Consolidated Statement of Income Data:
Revenues:
License fees	$	49,172		$	49,155		$	36,146		$	39,989		$	53,216
Services		85,771			82,317			83,187			91,001			87,410

Total revenues		134,943			131,472			119,333			130,990			140,626

Costs and expenses:
Cost of license fees		1,887			2,219			934			1,396			1,997
Cost of services		20,682			19,692			17,843			23,330			24,927
Sales and marketing		42,432			40,484			41,747			51,830			55,312
Research and development		24,272			24,850			20,267			22,035			21,826
General and administrative		20,903			23,767			20,315			18,470			17,784
Amortization of purchased intangibles		1,296			1,880			680			948			948
Asset impairment		1,681			—			—			—			—
Restructuring charges		889			968			348			1,506			1,686

Total costs and expenses		114,042			113,860			102,134			119,515			124,480

Income from operations		20,901			17,612			17,199			11,475			16,146
Interest income and other income (expense), net		(355	)		(1,579	)		294			901			3,311
Interest expense		(936	)		(1,721	)		(1,404	)		(116	)		(156	)

Income before provision for income taxes		19,610			14,312			16,089			12,260			19,301
Provision for (benefit from) income taxes		7,623			3,665			3,910			(1,318	)		(863	)

Net income	$	11,987		$	10,647		$	12,179		$	13,578		$	20,164

Basic net income per share (1)	$	0.25		$	0.24		$	0.27		$	0.23		$	0.33

Shares used in basic net income per share calculation (1)		47,309			45,065			45,131			60,025			60,838

Diluted net income per share (1)	$	0.23		$	0.22		$	0.25		$	0.21		$	0.29

Shares used in diluted net income per share calculation (1)		51,497			49,133			49,396			65,049			68,722


	December 31,
	2011		2010		2009		2008		2007
	(in thousands)
Consolidated Balance Sheet Data:
Cash, cash equivalents and investments	$	67,428	$	79,324	$	75,531	$	58,441	$	68,415
Working capital		44,875		53,306		54,114		20,701		54,045
Total assets		176,904		195,631		169,764		150,512		169,908
Note payable		—		40,000		30,000		30,000		—
Stockholders’ equity and non-controlling interest		116,863		92,622		76,019		56,248		100,973

(1)

See Note 1 of Notes to the Consolidated Financial Statements for an explanation of the method used to determine the number of shares used in computing net income per share and diluted net income per share.

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the other sections of this Annual Report on Form 10-K, including “Business,” “Selected Financial Data,” and “Financial Statements and Supplementary Data”, as well as the “Notes to the Consolidated Financial Statements.” This MD&A contains a number of forward-looking statements, all of which are based on our current expectations, beliefs and strategies and could be affected by the uncertainties and risk factors described throughout this filing and particularly in the “Risk Factors” section.

Our actual results may differ materially from those indicated in such forward-looking statements. See “Risk Factors” and “Special Note Regarding Forward-Looking Statements” in this Annual Report on Form 10-K and the risks discussed in other reports we have furnished or filed from time to time with the SEC.

Our Business

General

Actuate Corporation (“we”, “Actuate” or the “Company”) was incorporated in November 1993 in the State of California and reincorporated in the State of Delaware in July 1998. Actuate provides software and services to develop and deploy custom Business Intelligence and information applications that deliver rich interactive content that improve customer loyalty and corporate performance. Applications built on Actuate’s open source-based platform provide all stakeholders inside and outside the firewall, including employees, customers, partners and citizens with information that they can easily access and understand to maximize revenue, cut costs, improve customer satisfaction, streamline operations, create competitive advantage and make better decisions. Our goal is to ensure that all users can use decision-making information in their day-to-day activities, opening up completely new avenues for improving corporate performance.


	December 31,
	2011			2010			2009			2008			2007
	(in thousands)
Financial summary
Total revenues	$	134,943		$	131,472		$	119,333		$	130,990		$	140,626
Total operating expenses		114,042			113,860			102,134			119,515			124,480
Income from operations		20,901			17,612			17,199			11,475			16,146
Operating margins		15	%		13	%		14	%		9	%		11	%

Despite the recent global recession, we have continued to achieve profitability and positive cash flows. Nevertheless, our business model and longer-term financial results are not immune to a sustained economic downturn. For example, the recent domestic and global economic downturn resulted in reduced demand for information technology, including enterprise software and services. Although we anticipate an improved environment, the direction and relative strength of the global economy continues to be uncertain and makes it difficult for us to forecast operating results and to make decisions about future investments. Information technology spending has historically declined as general economic and market conditions worsened. During challenging and uncertain economic times and in tight credit markets, many customers delay or reduce technology purchases. Contract negotiations may become more protracted or difficult if customers institute additional internal approvals for technology purchases or require more negotiation of contract terms and conditions. Such economic conditions could result in reductions in sales of our products, longer sales cycles, difficulties in collection of accounts receivable or delayed payments, slower adoption of new technologies, increased price competition and reductions in the rate at which our customers renew their maintenance agreements and procure consulting services. Furthermore, a significant portion of our revenues have historically been derived from customers in the financial services industry. The Company expects that it will continue to derive a significant portion of its revenues from these financial services customers for the foreseeable future.

Unfavorable economic conditions have adversely impacted the financial services industry over the past several years. Although we anticipate an improved environment, if this adverse trend were to continue, it would likely have a material adverse effect on the Company’s business, financial condition and results of operations.

We intend to continue to invest significant resources to expand our sales and support operations outside North America. In order to expand international sales, we must establish additional foreign operations, expand our international channel management and support organizations, hire additional personnel, recruit additional international resellers and/or increase the productivity of existing international resellers. Factors that may affect our operating results from international operations include the possibility of a prolonged period of limited economic growth or possible economic decline in and adverse effects of the ongoing sovereign debt crisis in Europe, including its expected negative impact on European economic growth versus the rest of the world; disruptions to the credit and financial markets in Europe, the U.S., and elsewhere; contractions or limited growth in corporate spending and adverse economic conditions that may be specific to information technology and the software industry.

We continue to monitor market conditions and may make adjustments to our business in order to reduce the adverse impact that changes to the economic environment could have on our business. We expect to continue to explore both organic and strategic growth opportunities. In particular, we may acquire companies or technology that can contribute to the strategic, operational and financial performance of our business. We believe that the combination of our solid financials, leading technology and strong customer relationships will help us successfully execute our strategies.

Business Model

We sell software products through two primary means: (i) directly to end-user customers through our direct sales force and (ii) through indirect channel partners such as OEMs, resellers and system integrators. OEMs generally integrate our products with their applications and either provide hosting services or resell them with their products. Our other indirect channel partners resell our products to end-user customers. Our revenues are derived from license fees for software products and fees for services relating to such products, including software maintenance and support, consulting and training.

Fiscal Year 2011

For the fiscal year ended December 31, 2011, we recorded total revenue of $134.9 million, an increase of 3% over fiscal 2010. License revenue was $49.2 million, almost unchanged compared to the previous year. Our operating income grew by 19% or $3.3 million to $20.9 million in fiscal 2011 and we generated $21.2 million of operating cash flows. Diluted earnings per share under generally accepted accounting principles in the United States of America (“U.S. GAAP”) was $0.23 in fiscal 2011 as compared to $0.22 for fiscal 2010 for an increase of 5%. We ended fiscal 2011 with $67.4 million in cash, cash equivalents and short-term investments, compared with $79.3 million at December 31, 2010. During fiscal 2011, we fully paid down $40 million in outstanding debt and repurchased $10 million of our common stock.

During fiscal 2011, we implemented restructuring actions that resulted in the elimination of 26 positions worldwide, across all levels, primarily within the sales and marketing organization. We recorded an aggregate charge of $889,000 for this restructuring. Also included in the aggregate restructuring charges for the year were $316,000 in idle facilities charges related to the closure of one of our Xenos facilities in Europe and the termination of our subleased facility in South San Francisco, California.

Historically, restructuring charges have included costs associated with reductions in workforce, exits of idle facilities and disposals of fixed assets. These restructuring charges were based on actual and estimated costs incurred, including estimates of sublease income on portions of our idle facilities that we periodically update based on market conditions and in accordance with our restructuring plans. These estimates were impacted by the rules governing the termination of employees, especially those in foreign countries.

During fiscal 2011, the Company recorded $1.7 million of in-process research and development (“IPR&D”) impairment charges. The Company had previously recorded IPR&D representing the fair value of a project that was underway at Xenos at the time of acquisition. The product underlying this IPR&D item was released on June 28, 2010 and the fair value of this intangible asset was amortized on a straight-line basis over the respective estimated useful life of seven years beginning July 2010. During the second quarter of 2011, the Company deemed that it was necessary to impair this IPR&D due to the fact that changes in circumstances indicated to management that the carrying value of the IPR&D was not recoverable. Based on an analysis of historical sales of the product since its release in the second quarter of fiscal 2010, as well as the calculation of a discounted cash flow analysis projecting expected cash flows through the remaining useful life of the product, it was determined that the IPR&D balance should be impaired down to zero.

In May 2011 we paid down the outstanding balance on our revolving line of credit. We used $40 million in cash and short-term investments in order to pay down this outstanding debt. At the end of December 2011, we also amended and re-negotiated our Credit Facility with Wells Fargo Capital Finance, LLC (“WFCF”) resulting in a reduced interest rate and an extension of the term through November 3, 2015. As of December 31, 2011, there was no balance owed on this amended Credit Facility and the balance available under the revolving Credit Facility was approximately $50 million. For further information on the terms of our amended Credit Facility, please see the discussion in Note 8 to our Consolidated Financial Statements included in this Annual Report on Form 10-K.

In the fourth quarter of 2011, the remaining minority shareholder of Actuate Japan notified us that it wished to exercise its rights to put its 12% equity interest in Actuate Japan. This minority shareholder exercised its right on December 28, 2011 resulting in a payment from Actuate of approximately $594,000 for this interest. As a result of this payment, noncontrolling interest in Actuate Japan was reduced to zero at December 31, 2011. The difference between the adjustment to the noncontrolling interest and the fair value of the consideration paid totaling approximately $99,000 was reported as increase to additional paid in capital in our Consolidated Balance Sheet on December 31, 2011.

Our total headcount at the end of fiscal year 2011 was 553 compared to 569 employees at the end of last year.

Fiscal Year 2012

A significant portion of our revenues have historically been derived from customers in the financial services industry. The Company expects that it will continue to derive a significant portion of its revenues from these financial services customers for the foreseeable future. Unfavorable economic conditions starting in early fiscal year 2008 have adversely impacted IT spending in the financial services industry throughout fiscal year 2011. If this trend continues into 2012, it will likely have a material adverse effect on the Company’s business, financial condition and results of operations.

During fiscal year 2012, we expect three additional trends to continue that would have a significant impact on the results of our operations. We currently believe that corporate IT budgets will grow only modestly if at all in the fiscal year 2012, particularly among financial services companies in the United States and Western Europe. Second, corporations are reluctant to buy software from new vendors and we continue to witness corporations consolidating their Business Intelligence, Analytics and Performance Management software purchases among fewer suppliers. Finally, we expect to experience vigorous competition in the BI market. Several of our competitors have released products that are marketed to be directly competitive with our offerings. As one of the few independent BI vendors remaining Actuate faces competition from large and well-established vendors including Microsoft, SAP, Oracle and IBM all of which have acquired BI players to add to their technology stacks. The existence of these competitive products may require additional sales and marketing efforts to differentiate our products, which could result in extended sales cycles. We believe that competition in the BI and information applications market will be vigorous in the near future.

For fiscal year 2012, we will continue to pursue the strategic initiatives to improve revenue growth driven by BIRT, initiatives related to Performance Management, and pursuing opportunities related to traditional Xenos markets. These initiatives are as follows:

•

Investing in BIRT—We are continuing to make a significant investment in BIRT. BIRT has become widely adopted by developers and continues to drive demand for our BIRT-based commercially available products, including ActuateOne. The BIRT project is a core, long-term initiative.

•

Selling to IT Management—We are re-focusing our sales efforts on selling our products to IT managers who we believe generally recognize the technical advantages of our products. We hope this initiative will result in increased license revenue in the short term.

•

Selling to Line-of-Business Management—We are creating Performance Analytics applications and software solutions to market to line-of-business managers. These offerings are in the areas of performance management and customer self service and statementing. We hope these initiatives will result in increased license revenue over the medium-to-long term.

•

Selling to Global 9000 Corporations in the Financial Services Sector—We continue to focus on selling our products to Global 9000 financial services companies in an effort to increase our substantive market share in this sector. We anticipate a negative impact of the slow recovery in IT spending in this sector through 2012. However, we believe that once the issues in Financial Services are resolved, the industry will once again lead in the adoption of BI and information applications both inside and outside the firewall.

•

Building out and delivering on the roadmap of applying BIRT to additional data sources including hard to reach print stream data by investing in the development of BIRT based Xenos offerings.

We have a limited ability to forecast future revenues and expenses, thus the prediction of future operating results is difficult. In addition, historical growth rates in our revenues and earnings should not be considered indicative of future revenue or earnings growth rates or operating results. There can be no assurance that any of our business strategies will be successful or that we will be able to achieve and maintain profitability on a quarterly or annual basis. It is possible that in some future quarter our operating results will be below the expectations of public market analysts and investors, and in such event the price of our common stock could decline.

Critical Accounting Policies, Judgments and Estimates

General. The discussion and analysis of our financial condition and results of operations are based upon our Consolidated Financial Statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates, assumptions and judgments that can have a significant impact on the reported amounts of assets and liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of our financial statements. We base our estimates, assumptions and judgments on historical experience, future expectations, and various other factors that we believe to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. On a regular basis we evaluate our estimates, assumptions and judgments and make changes accordingly. We believe that the estimates, assumptions and judgments involved in revenue recognition, allowances for doubtful accounts, stock-based compensation, accounting for income taxes, restructuring and integration costs, allocation of purchase price of acquisitions, and the impairment of goodwill, have the greatest potential impact on our Consolidated Financial Statements, so we consider these to be our critical accounting policies.

We discuss below the critical accounting estimates associated with these policies. Historically, our estimates, assumptions and judgments relative to our critical accounting policies have not differed materially from actual results. For further information on our significant accounting policies, see the discussion in Note 1 to our Consolidated Financial Statements included in this Annual Report on Form 10-K.

Revenue Recognition. Actuate generates revenues from the sales of software licenses and related services. The Company receives software license revenues from licensing its products directly to end-users and indirectly through resellers, system integrators and original equipment manufacturers (OEMs). The Company receives service revenues from maintenance contracts, consulting services and training that Actuate performs for customers. If the license agreement contains payment terms indicating that the fee is not fixed or determinable, revenues are recognized as the payments become due and payable, assuming that all other revenue recognition criteria are met. The significant judgments and estimates for revenue recognition typically relate to the timing of an amount recognized for software license fee revenue, including whether collectability is deemed probable, fees are fixed or determinable and services are essential to the functionality of the software. Changes to these assumptions would generally impact the timing and amount of revenue recognized for software related revenues.

The Company typically establishes vendor specific objective evidence (“VSOE”) of fair value for maintenance and support using a “bell-shaped curve” approach. However, for certain types of license transactions, including OEM and site licenses, the Company uses a “stated maintenance renewal” approach. The application of these rules requires judgment, including the identification of individual elements in multiple element arrangements, whether there is objective and reliable evidence of fair value, including VSOE of fair value, for some or all elements. Changes to the elements in our sales arrangements, or our ability to establish VSOE or fair value for those elements may impact the timing of recognizing revenue which may result in a material change to the amount of revenue recorded in a given period.

The Company assesses the collectability of fees from end-users based on payment history and current credit profile. When a customer is not deemed credit-worthy, revenues are deferred and recognized upon cash receipt. Our standard payment terms are net 30 days, although we do offer payment terms beyond that in some cases. We periodically provide extended payment terms and we consider any fees due beyond 365 days to not be fixed or determinable. In such cases, judgment is required in determining the appropriate timing of revenue recognition.

See Note 1 to the consolidated financial statements for further information regarding revenue recognition.

Allowance for Doubtful Accounts. Our accounts receivable is subject to collection risks. Our gross accounts receivable is reserved against this risk through an allowance for doubtful accounts. This allowance is for estimated losses resulting from the inability of our customers to make required payments. It is a significant estimate and is regularly evaluated by us for adequacy by taking into consideration a combination of factors. We look at factors such as past experience, credit quality of the customer, age of the receivable balance, and current economic conditions. These factors are reviewed to determine whether a specific reserve for bad debt should be recorded to reduce the related receivable to the amount believed to be collectible. We also cease recognizing future revenues on any outstanding domestic maintenance renewal invoices which are older than 90 days past due.

We also record unspecified reserves for bad debt for all other customers based on a variety of factors, including length of time the receivables are past due and historical experience. A reserve percentage is applied to various aged categories of receivables based on historical experience to determine how much of an unspecified reserve is needed. The use of different estimates or assumptions could produce different allowance balances. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances might be required.

Stock-based Compensation. We recognize stock-based compensation expense over the service period for awards that are expected to vest based on the fair value measurement for all share-based payment awards made to our employees and directors, including employee stock options, restricted stock units and employee stock purchases. We calculate the fair value of each stock option award on the date of grant using the Black-Scholes-Merton option pricing model. The determination of fair value is affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables. The use of a Black-Scholes-Merton model requires extensive actual employee exercise behavior data and a number of complex assumptions including expected life, expected volatility, risk-free interest rate and expected forfeiture rate. As a result, the

future stock-based compensation expense may differ from our historical amounts. Our estimate of volatility is based upon the historical volatility experienced in our stock price. To the extent volatility of our stock price increases in the future, our estimates of the fair value of options granted in the future could increase, thereby increasing stock-based compensation expense in future periods. In addition, we apply an expected forfeiture rate when amortizing stock-based compensation expense. Our estimate of the forfeiture rate is based primarily upon historical experience. To the extent we revise this estimate in the future our stock-based compensation expense could be materially impacted in the quarter of revision, as well as in following quarters. Our estimate of the expected term of options granted is derived from historical share option exercise experience. In the future, we may change our estimate of the expected term, which would impact the fair value of our options granted in the future.

Income Taxes. We provide for the effect of income taxes in our Consolidated Financial Statements using the asset and liability method which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, net operating loss carryovers, and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. We also apply a two-step approach to determining the financial statement recognition and measurement of uncertain tax positions.

Income tax expense or benefit is recognized for the amount of taxes payable or refundable for the current year, and for deferred tax assets and liabilities for the tax consequences of events that have been recognized in an entity’s financial statements or tax returns. We must make significant assumptions, judgments and estimates to determine our current provision (benefit) for income taxes, our deferred tax assets and liabilities, and any valuation allowance to be recorded against our deferred tax assets. Our judgments, assumptions and estimates relating to the current provision (benefit) for income taxes include the geographic mix and amount of income (loss), our interpretation of current tax laws, and possible outcomes of current and future audits conducted by foreign and domestic tax authorities. Our judgments also include anticipating the tax positions we will record in the financial statements before actually preparing and filing the tax returns. Our estimates and assumptions may differ from the actual results as reflected in our income tax returns and we record the required adjustments when they are identified or resolved. Changes in our business, tax laws or our interpretation of tax laws, and developments in current and future tax audits, could significantly impact the amounts provided for income taxes in our results of operations, financial position, or cash flows.

Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to tax benefit carry-forwards and to differences between the financial statement amounts of assets and liabilities and their respective tax basis. We regularly review our deferred tax assets for recoverability and establish a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized. To make this assessment, we take into account predictions of the amount and category of taxable income from various sources and all available positive and negative evidence about these possible sources of taxable income. The weight given to the potential effect of negative and positive evidence is commensurate with the extent to which the strength of the evidence can be objectively verified. Based on the analysis of positive and negative factors noted above, we have no valuation allowance against deferred tax assets generated in the Company’s U.S. jurisdiction. We maintain a full valuation allowance against deferred tax assets in foreign jurisdictions with a history of losses and a partial valuation allowance in foreign jurisdictions where operating results beyond a certain time frame are less reliable. If, in the future, we determine that these deferred tax assets are more likely than not to be realized, a release of all or part, of the related valuation allowance could result in an income tax benefit in the period such determination is made.

We only recognize an income tax expense or benefit with respect to uncertain tax positions in our financial statements that we judge is more likely than not to be sustained solely on its technical merits in a tax audit, including resolution of any related appeals or litigation processes. To make this judgment, we must interpret complex and sometimes ambiguous tax laws, regulations and administrative practices. If an income tax position meets the more likely than not recognition threshold, then we must measure the amount of the tax benefit to be recognized by determining the largest amount of tax benefit that has a greater than a 50% likelihood of being realized upon effective settlement with a taxing authority that has full knowledge of all of the relevant facts. It is inherently difficult and subjective to estimate such amounts, as this requires us to determine the probability of various possible settlement outcomes. To determine if a tax position is effectively settled, we must also estimate the likelihood that a taxing authority would review a tax position after a tax examination has otherwise been completed. We must also determine when it is reasonably possible that the amount of unrecognized tax benefits will significantly increase or decrease in the 12 months after each fiscal year-end. These judgments are difficult because a taxing authority may change its behavior as a result of our disclosures in our financial statements. We must reevaluate our income tax positions on a quarterly basis to consider factors such as changes in facts or circumstances, changes in tax law, effectively settled issues under audit, and new audit activity. Such a change in recognition or measurement would result in recognition of a tax benefit or an additional charge to the tax provision.

Accrual for Restructuring Charges. We incurred certain restructuring charges that were a combination of reductions in workforce, exits of idle facilities and disposals of fixed assets. These restructuring charges were based on actual and estimated costs incurred, including estimates of sublease income on portions of our idle facilities. We periodically update the estimates based on market conditions and in accordance with our restructuring plans. Updates to estimates of sublease income were not significant in fiscal years 2011, 2010 and 2009.

Acquisitions—Purchase Price Allocation. We allocate the purchase price of an acquired business to the tangible and intangible assets acquired and liabilities assumed, based on their respective fair values at the acquisition date. The excess of the purchase price over the fair value of the underlying acquired net tangible and intangible assets, if any, is recorded as goodwill. Management estimates the fair value of assets and liabilities based upon quoted market prices, and widely accepted valuation techniques. Although we believe the assumptions and estimates we have made are reasonable, they are based in part on historical experience and information obtained from the management of the acquired companies and are inherently uncertain. Examples of critical estimates in valuing certain of the intangible assets we have acquired or may acquire in the future include but are not limited to:

•

future expected cash flows from software license sales, subscriptions, support agreements, consulting contracts and acquired developed technologies and patents;

•

expected costs to develop the in-process research and development into commercially viable products and estimated cash flows from the projects when completed;

•

the acquired company’s trade name and trademarks as well as assumptions about the period of time the acquired trade name and trademarks will continue to be used in the combined company’s product portfolio; and

•

discount rates.

In connection with the purchase price allocations for our acquisitions, we estimate the fair value of the deferred revenue obligations assumed.

We adjust the preliminary purchase price allocation, as necessary, typically up to one year after the acquisition closing date as we obtain more information regarding asset valuations and liabilities assumed. For additional discussion, see Note 2, “Acquisition of Xenos Group Inc.,” of the Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K.

Valuation of Goodwill. We evaluate goodwill, at a minimum, on an annual basis in the fourth quarter of each fiscal year, and whenever events and changes in circumstances suggest that the carrying amount may not be recoverable. Goodwill is tested at the reporting unit level by comparing the reporting unit’s carrying amount, including goodwill, to the fair value of the reporting unit. The Company begins its impairment test by applying a “Market” approach. Given the Company has one reporting unit; this approach involves comparing the market capitalization of the Company to its carrying value. If this “Market” approach derives a fair value that significantly exceeds the carrying value of the Company then no further testing is performed. However, if the “Market” approach indicates the fair value does not significantly exceed the carrying value of the Company, we perform a supplemental calculation of the estimated fair value of the reporting unit using an “Income” approach. We then consider the results of both the “Market” approach and “Income” approach to determine whether or not it is necessary to move to the second step of the goodwill impairment analysis in order to measure the amount of any impairment loss.

Thus far, the “Market” approach has consistently indicated that the estimated fair value of the reporting unit was significantly higher than the carrying value. Therefore, we have determined that there has been no impairment and consequently it has not been necessary to perform a supplemental “Income” approach to the valuation.

Results of Operations

The following table sets forth certain Consolidated Statement of Income data as a percentage of total revenues for the periods indicated:


	Year Ended December 31,
	2011			2010			2009
Revenues:
License fees		36	%		37	%		30	%
Services		64			63			70

Total revenues		100			100			100

Costs and expenses:
Cost of license fees		1			2			1
Cost of services		15			15			15
Sales and marketing		31			31			35
Research and development		18			19			17
General and administrative		16			18			17
Amortization of purchased intangibles		1			1			1
Asset impairment		1			—			—
Restructuring charges		1			1			—

Total costs and expenses		84			87			86

Income from operations		16			13			14
Interest income and other income/(expense), net		—			(1	)		—
Interest expense		(1	)		(1	)		(1	)

Income before provision for income taxes		15			11			13
Provision for income taxes		6			3			3

Net income		9	%		8	%		10	%

Revenues

Year Ended December 31,

2010 to 2011

2009 to 2010

2011

2010

2009

$ Change

% Change

$ Change

% Change

(dollars in thousands)

$134,943

$131,472

$119,333

$3,471

$12,139

10%

Our revenues are derived from license fees and services, which include software maintenance and support, consulting, and training. The 3% increase in our total revenues in fiscal 2011 was due to:

•

Increase in North America revenues of approximately 2% or $2.5 million, partially offset by weaker license sales in Europe,

•

Increase in maintenance renewal revenues of approximately 3% or $1.8 million,

•

Continued momentum in BIRT related product sales, and corresponding services.

Our North America revenues were higher primarily due to improving license sales, which increased by 4% or $1.8 million. This increase was despite the fact that in fiscal 2010 we concluded on a large transaction with IBM regarding distributions of Actuate software by IBM. As a result of that transaction, we recorded $11 million of revenue in North America in the third quarter of fiscal 2010. Of this total, approximately $8.9 million was apportioned to license and the remaining $2.1 million to maintenance revenue.

Revenues outside of North America increased by 3%, or approximately $1 million, from $27.6 million in fiscal 2010 to $28.6 million in fiscal year 2011. This increase was driven by a 32% or $1.5 million increase in Asia, offset by 2% or $500,000 decrease in Europe. These international revenues represented 21% of our total revenues in fiscal 2011 and 2010. Foreign currency exchange gains positively impacted our international revenues during fiscal 2011.

For fiscal year 2011 we closed 249 transactions in excess of $100,000 and recognized license revenue of $1 million or more on 7 transactions. The number of orders greater than $1 million has historically ranged from none to three per quarter. We do not expect to rely on any one customer for our future business.

The 10% increase in our total revenues in fiscal 2010 compared to fiscal 2009 was primarily due to a favorable transaction with IBM totaling $11 million, which ended a dispute regarding distributions of Actuate software by IBM, revenues from our acquisition of Xenos, which was completed in February of 2010, and revenues from our transaction with Oracle during the second quarter of 2010, which ended a dispute regarding distributions of Actuate software by Oracle. The agreement required Oracle to pay Actuate a total of $16 million. The terms of the agreement called for equal cash payments by Oracle to Actuate between June 2010 and March 2013 in accordance with a pre-determined schedule. Accordingly, Actuate recognizes the revenue similar to an extended payment term contract. Consequently, every period as the payments from Oracle become due, approximately $1.3 million of revenue is recognized by Actuate. This amount is apportioned between license and maintenance revenue based on the maintenance rate dictated in the underlying Oracle contract.

Despite the IBM and Oracle transactions, which were apportioned between license and maintenance revenue, we experienced lower services revenues during fiscal 2010 compared to fiscal 2009 as declining license revenues from the onset of the global recession in early 2008 resulted in a negative compounding effect on our maintenance revenues. These decreases in maintenance revenues were partially offset by an in increase in our professional services revenues as a result of our acquisition of Xenos in February 2010.

No single customer accounted for more than 10% of our total revenues for any of the periods presented.

License Revenue

Year Ended December 31,

2010 to 2011

2009 to 2010

2011

2010

2009

$ Change

% Change

$ Change

% Change

(dollars in thousands)

$49,172

$49,155

$36,146

$17

— %

$13,009

36%

License revenue in fiscal 2011 remained unchanged compared with fiscal 2010. Fiscal 2010 included a large transaction with IBM that resulted in approximately $8.9 million of additional license revenues. Our BIRT-based product sales increased by 70% during fiscal 2011 as we continue to see new customer additions, higher transaction counts as well as increases in average order sizes. Similar positive trends in North America and Asia resulted in increased license revenues of 4% or approximately $1.8 million and 43% or approximately $700,000 over last year, respectively. These positive trends were offset by weaker European license sales which decreased 31% or approximately $2.4 million.

The 36% increase in license revenues in fiscal 2010 as compared to fiscal 2009 was primarily the result of the IBM and Oracle transactions, which combined, accounted for approximately 25% of our total fiscal 2010 license revenues. We also experienced growth in license revenues from the acquisition of Xenos, which was completed in February 2010. This growth was tempered by continued challenging economic conditions which caused customers to delay purchases or rely on expanding existing infrastructure server environments.

License Revenue by Region


*(dollars in thousands)*	Year Ended December 31,									2010 to 2011						2009 to 2010
	2011			2010			2009			$ Change			% Change			$ Change		% Change
North America	$	41,414		$	39,650		$	27,932		$	1,764			4	%	$	11,718		42	%
Europe		5,436			7,878			7,095			(2,442	)		(31	)%		783		11	%
Asia Pacific		2,322			1,627			1,119			695			43	%		508		45	%

Total license revenue	$	49,172		$	49,155		$	36,146		$	17			—	%	$	13,009		36	%

Percentage of total revenue		36	%		37	%		30	%

For fiscal year 2011, North America accounted for approximately 84% of the total license revenue while the Europe and Asia Pacific regions combined accounted for 16% of the total license revenues. For the same period last year, North America accounted for approximately 81% of the total license revenue while the Europe and Asia Pacific regions combined accounted for 19% of the total license revenues. Total license revenues were positively impacted by foreign currency exchange gains of approximately $300,000 primarily due to the strength of the Swiss Franc against the U.S. Dollar. For the same period last year, total license revenues were negatively impacted by approximately $360,000 primarily due to the strength of the U.S. dollar against the British Pound and the Euro, partially offset by the weakness against the Canadian dollar. As a percentage of total revenues, license fee revenues decreased from 37% in fiscal year 2010 to 36% in fiscal year 2011. As a percentage of total revenues, license fee revenues increased from 30% in fiscal year 2009 to 37% in fiscal year 2010.

Services Revenue

Year Ended December 31,

2010 to 2011

2009 to 2010

2011

2010

2009

$ Change

% Change

$ Change

% Change

(dollars in thousands)

$85,771

$82,317

$83,187

$3,454

$(870)

(1)%

Services revenue is comprised of maintenance and support, professional services, and training. Services revenue increased 4% or approximately $3.5 million driven by improved maintenance renewal rates from 85% in fiscal 2010 to 87% in fiscal 2011 as well as higher revenues associated with incremental increases in license revenues during fiscal 2010 and 2011. Also, our prior year services revenues were negatively impacted due to the fact that certain revenue could not be recognized due to the impact of purchase accounting on the acquired Xenos maintenance contracts. Current year service revenues were also positively impacted by currency exchange rate fluctuations in Europe.

The 1% decrease in services revenues in fiscal 2010 as compared to fiscal 2009 was driven primarily by a decrease in our non-Xenos maintenance and support revenues. This decrease in our maintenance and support revenues was triggered by reductions in our license revenues from the onset of the global recession in early 2008 which resulted in a negative compounding effect on our maintenance revenues. In addition, we experienced higher declines in maintenance renewals primarily related to certain of our legacy products. Partially offsetting these decreases were increases in maintenance and support revenues from the IBM and Oracle transactions.

Our professional services and consulting revenues increased during fiscal 2010 compared with fiscal 2009 mainly because of the acquisition of Xenos in February 2010. Excluding Xenos, our professional services revenues continue to decline from fiscal 2009 levels as we saw an increase in the adoption of BIRT-based projects by our customers during fiscal 2010. We experienced a 16% growth in our BIRT related business during fiscal 2010. These BIRT-based projects do not require professional service to the same extent as the Company’s traditional designer products.

Services Revenue by Region


*(dollars in thousands)*	Year Ended December 31,									2010 to 2011					2009 to 2010
	2011			2010			2009			$ Change		% Change			$ Change			% Change
North America	$	64,927		$	64,181		$	63,910		$	746		1	%	$	271			—	%
Europe		16,905			15,003			16,638			1,902		13	%		(1,635	)		(10	)%
APAC		3,939			3,133			2,639			806		26	%		494			19	%

Total services revenue	$	85,771		$	82,317		$	83,187		$	3,454		4	%	$	(870	)		(1	)%

Percentage of total revenue:		64	%		63	%		70	%

By region, North America accounted for approximately 76% of the total services revenue in fiscal 2011 while Europe and Asia Pacific regions accounted for 20% and 4% of the total services revenues, respectively. The increase in service revenue in Europe was primarily attributed to favorable currency exchange rate fluctuations as Swiss Franc appreciated against the U.S. Dollar during fiscal 2011. The increase in Asia Pacific region was due to a large transaction in Japan.

By region, North America accounted for approximately 78% of the total services revenue in fiscal 2010 while Europe and Asia Pacific regions accounted for 18% and 4% of the total services revenues, respectively.

Costs and Expenses

Cost of License Fees


Year Ended December 31,			2010 to 2011		2009 to 2010
2011	2010	2009	$ Change	% Change	$ Change	% Change
(dollars in thousands)

$1,887	$2,219	$934	$(332)	(15)%	$1,285	138%


(Percent of license revenue)
4%	5%	3%

Cost of license fees consists primarily of salaries, production costs including printing and packaging, amortization of purchased technologies, third party royalty fees and localization costs. The decrease in cost of license fees in absolute dollars for fiscal 2011, compared to the corresponding period was primarily related to additional production related expenses incurred during fiscal 2010 associated with the release of ActuateOne. Also in December 2010 we fully amortized the purchase technologies associated with our January 2008 acquisition of Performancesoft which resulted in lower amortization expense in fiscal 2011 compared to the corresponding periods last year.

The increase in cost of license fees in absolute dollars for fiscal year 2010, compared to the corresponding periods in the prior year, was due primarily to the amortization of Xenos purchased intangibles, which we started amortizing in February of 2010, third party commissions incurred on the sale of Xenos software and production related expenses associated with the release of ActuateOne.

We expect our cost of license fees as a percentage of license revenues to remain between 4% and 5% for fiscal 2012.

Cost of Services


Year Ended December 31,			2010 to 2011		2009 to 2010
2011	2010	2009	$ Change	% Change	$ Change	% Change
(dollars in thousands)

$20,682	$19,692	$17,843	$990	5%	$1,849	10%


(Percent of services revenue)
24%	24%	21%

Cost of services consists primarily of personnel and related costs, stock-based compensation, facilities costs incurred providing software maintenance and support, training and consulting services, as well as third-party costs incurred in providing training and consulting services. The increase in cost of services for fiscal 2011, compared to the corresponding period in the prior year, was due partially to the timing of the acquisition of Xenos in February 2010, which resulted in eleven months of Xenos expenses in fiscal 2010 compared with a full year of expenses in fiscal 2011. Commission and bonus expense increased by approximately $1.1 million in fiscal 2011 due primarily to higher compliance related bookings. The compliance group is an internal organization established to monitor and ensure that our customers remain in full compliance with the provisions of their respective licensing agreements with Actuate. Improved maintenance renewal rates during the year resulted in higher maintenance and support revenues which resulted in additional bonuses to the maintenance group. In addition, we experienced increased third party consulting fees of approximately $120,000 due to a significant customer migration project in the first half of fiscal 2011, which placed a higher demand on our professional services partners as we lacked sufficient internal Actuate resources to meet the customer dates. These cost increases were partially offset by lower salaries and benefits of approximately $300,000 due to a continued decrease in our average professional services headcount and lower stock-based compensation expenses.

The increase in cost of services for fiscal 2010, compared to the corresponding period in the prior year, was primarily due to our acquisition of Xenos in February of 2010. This increase was partially offset by decreases in employee compensation and related costs. We experienced continued reductions in consulting revenues as demand for Actuate’s professional services engagements decreased during fiscal 2010. As a result, we reduced our average non-Xenos professional consulting headcount by approximately 32% or 14 employees from 44 in fiscal 2009 to 30 employees during fiscal 2010. These reductions in headcount translated to lower compensation, employee benefits, travel and third party consulting expenses for non-Xenos professional services personnel, totaling approximately $980,000 during fiscal 2010. These reductions in cost were offset by an overall increase in cost of services due to our acquisition of Xenos in February of 2010.

We currently expect cost of services to be in the range of 23% to 25% of total services revenues for fiscal 2012.

Sales and Marketing


Year Ended December 31,			2010 to 2011		2009 to 2010
2011	2010	2009	$ Change	% Change	$ Change	% Change
(dollars in thousands)

$42,432	$40,484	$41,747	$1,948	5%	$(1,263)	(3)%


(Percent of total revenue)
31%	31%	35%

Sales and marketing expenses consist primarily of salaries, commissions and bonuses earned by sales and marketing personnel, stock-based compensation, promotional expenses, travel, entertainment and facility costs. The increase in fiscal 2011 was due partially to the timing of the acquisition of Xenos in February 2010, which resulted in eleven months of Xenos expenses in fiscal 2010 compared with a full year of expenses in fiscal 2011. In addition, salaries, benefits, stock-based compensation and employee travel combined to account for approximately $800,000 of the increase in fiscal 2011 expenses. The increase in salaries was due to a slight increase in our average year-to-date sales and marketing headcount as well as annual merit increases. Marketing program expenses increased by approximately $460,000 mainly due to the use of onsite vendors for webinars, advertising and web marketing for conference sponsorships. Also in fiscal 2011 internal marketing support costs allocated to the services group decreased due to lower professional services revenues and average headcount. Additionally, we experienced increases in recruiting and third party commission costs during fiscal 2011. Offsetting these increases was a decrease in employee training and seminars during fiscal 2011.

Non-Xenos sales and marketing expenses decreased in almost every category during fiscal 2010 as compared to fiscal 2009. Compensation related expenses decreased by approximately $1.9 million as our average non-Xenos headcount decreased by approximately 14% or 21 employees from 155 in fiscal 2009 to 134 during fiscal 2010. Most of the decrease in compensation expense was driven by lower salaries and benefits due to these headcount reductions. These decreases were partially offset by higher commissions due to increase in license revenues. We also continued our efforts to streamline our processes and lower operating expenses. Significant decreases were reflected in lower contractor costs of approximately $447,000, lower travel expenses of approximately $347,000 and lower marketing program expenses of approximately $2.3 million. The remaining reductions in marketing expenses were due to consolidation and streamlining of programs as well as scaling down of event costs. These decreases were offset by increased operating expenses as a result of our acquisition of Xenos in February of 2010.

We currently expect our sales and marketing expenses to increase in absolute dollars in fiscal 2012 as we expect to add new sales headcount to create higher sales capacity.

Research and Development


Year Ended December 31,			2010 to 2011		2009 to 2010
2011	2010	2009	$ Change	% Change	$ Change	% Change
(dollars in thousands)

$24,272	$24,850	$20,267	$(578)	(2)%	$4,583	23%


(Percent of total revenue)
18%	19%	17%

Research and development costs are expensed as incurred and consist primarily of personnel and related costs associated with the development of new products, the enhancement of existing products, quality assurance and testing. The decrease in overall research and development expense for fiscal 2011, compared to the prior year was primarily due to restructuring of our North America product development group, partially offset by annual merit increases.

The increase in research and development expenses in fiscal 2010 as compared to fiscal 2009 was primarily due to the acquisition of Xenos in February of 2010 and an increase in non-Xenos salaries associated with the annual merit increases.

We believe that continued investments in technology and product development are essential for us to remain competitive in the markets we serve, and expect our research and development expenses as a percentage of total revenues to be in the range of 17% to 20% of total revenues for fiscal 2012.

General and Administrative


Year Ended December 31,			2010 to 2011		2009 to 2010
2011	2010	2009	$ Change	% Change	$ Change	% Change
(dollars in thousands)

$20,903	$23,767	$20,315	$(2,864)	(12)%	$3,452	17%


(Percent of total revenue)
16%	18%	17%

General and administrative expenses consist primarily of personnel costs, stock-based compensation and related costs in finance, human resources, legal and tax functions, as well as audit and legal fees and bad debt expense. The decrease in general and administrative expenses in fiscal 2011 in both absolute dollars and as a percentage of total revenues was primarily due to reductions in legal fees resulting from successful resolution of several contract compliance matters prior to the end of fiscal 2010. As a result, litigation related expenses decreased by approximately $4.9 million during fiscal 2011 compared to the same period last year. We also incurred approximately $600,000 in acquisition related costs in fiscal 2010 due to the acquisition of Xenos. These decreases in legal and acquisition related costs were partially offset by approximately $2 million of increases in employee compensation and related expenses due to increased management bonuses associated with improved overall performance, stock-based compensation and annual merit increases. We also experienced increase in expenses of approximately $550,000 related to various state and local tax audits which were concluded in fiscal 2011.

The increase in general and administrative expenses in fiscal 2010 as compared to fiscal 2009 was primarily due to increased legal fees of approximately $3 million resulting primarily from contract compliance matters. Our acquisition of Xenos during the first quarter of 2010 also accounted for approximately $600,000 of acquisition related expenses. The increases in expenses were partially offset by a reduction in stock-based compensation as we issued fewer stock option grants to our employees during fiscal 2010 compared to fiscal 2009.

We anticipate our general and administrative expenses to be in the range of 15% to 20% of total revenues for fiscal 2012.

Amortization of Purchased Intangibles


Year Ended December 31,			2010 to 2011		2009 to 2010
2011	2010	2009	$ Change	% Change	$ Change	% Change
(dollars in thousands)

$1,296	$1,880	$680	$(584)	(31)%	$1,200	176%


(Percent of total revenue)
1%	1%	1%

In accordance with the authoritative guidance issued by FASB related to goodwill and other intangible assets, we perform a goodwill impairment test at least annually, which we complete on October 1 of each year. These annual impairment tests have not resulted in an impairment of recorded goodwill in fiscal 2011, 2010 or 2009.

Amortization expense decreased during fiscal 2011 as compared to the same period in fiscal 2010 as some intangibles related to our prior acquisitions were fully amortized at the end of fiscal 2010. We continue to amortize the intangible assets purchased through the acquisition of Xenos on a straight-line basis over their estimated useful lives of seven years.

For fiscal 2012, we expect amortization expense related to other purchased intangible assets to remain consistent with fiscal 2011 levels.

Asset Impairment

During fiscal 2011 we recorded $1.7 million of in-process research and development (“IPR&D”) impairment charges. We had previously recorded IPR&D representing the fair value of a project that was underway at Xenos at the time of acquisition. The product underlying this IPR&D item was released on June 28, 2010 and the fair value of this intangible asset was amortized on a straight-line basis over the respective estimated useful life of seven years beginning July 2010. During the second quarter of 2011, we deemed that it was necessary to impair this IPR&D due to the fact that changes in circumstances indicated to management that the carrying value of the IPR&D was not recoverable. Accordingly, we used level 3 inputs to measure the fair value associated with this IPR&D. Based on an analysis of historical sales of the product since its release in the second quarter of fiscal 2010, as well as the calculation of a discounted cash flow analysis projecting expected cash flows through the remaining useful life of the product, it was determined that the IPR&D balance should be impaired down to zero. The fair value of other identifiable intangible assets is based on detailed valuations using the income approach. Other intangible assets consist of purchased technology and patents, customer lists and relationships, distribution agreements, and trademarks, all of which are amortized using the straight-line method over their estimated useful lives, ranging from 5 to 7 years. We review other intangible assets for impairment as changes in circumstance or the occurrence of events suggest the carrying value may not be recoverable.

Restructuring charges


Year Ended December 31,			2010 to 2011		2009 to 2010
2011	2010	2009	$ Change	% Change	$ Change	% Change
(dollars in thousands)

$889	$968	$348	$(79)	(8%)	$620	178%


(Percent of total revenue)
1%	1%	— %

incurred including estimates of sublease income on portions of our idle facilities that we periodically update based on market conditions and in accordance with our restructuring plans. These estimates were impacted by the rules governing the termination of employees, especially those in foreign countries.

During fiscal 2011, we implemented restructuring actions that resulted in an aggregate charge of $889,000 and the elimination of 26 positions across our North American product development and global sales and marketing operations. Also included in the aggregate charges for the year were $316,000 of idle facilities charges related to the closure of our Xenos facility in Europe and final true-ups of operating expenses associated with our idle South San Francisco facility. These charges were based on actual and estimated costs incurred, including estimates of sublease income on portions of our idle facilities that are periodically update based on market conditions and in accordance with our restructuring plans.

During fiscal 2010, we implemented restructuring actions that resulted in an aggregate charge of $968,000 and elimination of 26 positions worldwide, across all levels, primarily within the sales and marketing organization. Also included in the aggregate charges for the year were $47,000 of idle facilities charges related to a Xenos facility in Europe.

The following table summarizes the restructuring accrual activity for the fiscal years ended December 31, 2011, 2010 and 2009 (in thousands):


	Severance & Benefits			Facility Related			Total
Balance at December 31, 2008	$	561		$	5,737		$	6,298
Restructuring charges		491			(143	)		348
Cash payments, net of rents collected on sublease		(623	)		(2,594	)		(3,217	)
Adjustments (3)		(14	)		3			(11	)

Balance at December 31, 2009		415			3,003			3,418
Restructuring charges		921			47			968
Cash payments, net of rents collected on sublease		(680	)		(2,571	)		(3,251	)
Reclassified as a long-term asset (1)		—			75			75
Assumed upon acquisition of Xenos (2)		—			106			106
Adjustments (3)		(2	)		(29	)		(31	)

Balance at December 31, 2010		654			631			1,285
Restructuring charges		573			316			889
Cash payments, net of rents collected on sublease		(1,261	)		(763	)		(2,024	)
Reclassified as a long-term asset (1)		—			26			26
Adjustments (3)		34			(6	)		28

Balance at December 31, 2011		—			204			204
Less: Current portion		—			(98	)		(98	)

Long-term balance at December 31, 2011	$	—		$	106		$	106

(1)

The balance represents the long-term portion of the estimated operating expenses reimbursable to Actuate under its South San Francisco facility sublease agreement.

(2)

The balance represents idle facility-related liabilities assumed by us upon our acquisition of Xenos on February 1, 2010.

(3)

Adjustments reflecting the impact of foreign currency translation.

Interest Income and Other Income (Expense), Net


*(dollars in thousands)*	Year Ended December 31,									2010 to 2011					2009 to 2010
	2011			2010			2009			$ Change		% Change			$ Change			% Change
Interest income	$	479		$	439		$	942		$	40		9	%	$	(503	)		(53	)%
Foreign exchange loss		(1,179	)		(2,002	)		(849	)		823		(41	)%		(1,153	)		136	%
Other income/(expense), net		345			(16	)		201			361		N/A			(217	)		(108	)%

Total interest income and other income (expense), net	$	(355	)	$	(1,579	)	$	294		$	1,224		(78	%)	$	(1,873	)		(637	)%
Interest expense	$	(936	)	$	(1,721	)	$	(1,404	)	$	785		(46	)%	$	(317	)		23	%

Interest income and other income (expense), net, is comprised primarily of interest income earned by us on our cash and short-term investments, foreign currency exchange gains and losses, interest expense incurred on our debt facility, as well as other various charges or income which are not derived from our normal operations. Interest and other income during fiscal 2011 increased due primarily to currency exchange gains as a result of favorable revaluation of net monetary assets held by our Swiss subsidiary as the Euro and the British Pound strengthened against the Swiss Franc. The revaluation of these currency amounts held in Switzerland to Swiss Francs is a required procedure in consolidating and reporting the financial results of our European operations. Other income increased due to an out of period tax refund received in fiscal 2011.

Interest expense totaling approximately $441,000 was recorded on the utilized portion of our credit facility with Wells Fargo Foothill (“WFF”) during fiscal 2011 as compared to approximately $1.3 million in fiscal 2010. During fiscal 2011, we also recorded unused line fees and amortization of debt issuance costs of approximately $468,000. The lower interest expense in fiscal 2011 compared to fiscal 2010 was due to the full pay-down of the outstanding balance on our Credit Facility in May of 2011.

Interest income for fiscal 2010 decreased compared to fiscal 2009 due to an overall decrease in the average cash balance. On average cash and investment balances were lower in fiscal 2010 because we used approximately $27.3 million, net of the acquired cash, to pay for the acquisition of Xenos and spent another $10 million on share buybacks during the year. We also experienced foreign exchange losses during fiscal 2010 due mainly to the devaluation of the British Pound, the Euro and the U.S. Dollar currency balances held by our Swiss subsidiary against the Swiss Franc. The revaluation of these currency amounts held in Switzerland to Swiss Francs is a required procedure in consolidating and reporting the financial results of our European operations.

Interest expense totaling approximately $1.3 million was recorded on the utilized portion of our credit facility with WFF during fiscal 2010 as compared to approximately $1 million in fiscal 2009. The increase in interest expense was due to $10 million in additional borrowings under the existing credit facility with WFF used to fund the acquisition of Xenos which was completed on February 1, 2010. During fiscal 2010, we also recorded unused line fees and amortization of debt issuance costs of approximately $340,000.

We expect interest and other income to increase in fiscal 2012 as we anticipate continued improvements to our cash position due to growth in our license and maintenance revenues.

Provision for Income Taxes

Year Ended December 31,

2010 to 2011

2009 to 2010

2011

2010

2009

$ Change

% Change

$ Change

% Change

(dollars in thousands)

$7,623

$3,665

$3,910

$3,958

108%

$(245)

(6)%

The provision for income taxes represents Federal, State and foreign taxes as adjusted for the impact of net operating losses utilized, income tax credits benefited and the reversal or establishment of tax reserves. The provision for income taxes of $7.6 million, $3.7 million, and of $3.9 million is based on pretax income of $19.6 million, $14.3 million and $16.1 million in fiscal years 2011, 2010 and 2009, respectively. The increase in the tax provision in fiscal year 2011 compared to fiscal year 2010 was primarily due to the significant increase in U.S. profit before tax. The decrease in the provision for income taxes in fiscal year 2010 compared to fiscal year 2009 was due to the release of valuation allowance of $1.5 million, offset by an increase in U.S. profit before tax. The decrease in the valuation allowance in fiscal year 2010 was primarily the result of management’s determination that it was “more likely than not” that the Canadian deferred tax assets would be realized based on the expected future profitability of the Company’s Canadian operations and after weighing the applicable positive and negative evidence.

Liquidity and Capital Resources

Our sources of cash, cash equivalents and short-term investments are funds generated from our business operations and funds that may be drawn down under our credit facility. The following sections discuss changes in our balance sheet and cash flows, and other commitments on our liquidity and capital resources during fiscal 2011. This data should be read in conjunction with the Consolidated Statements of Cash Flows.


(dollars in thousands)	Fiscal 2011		% Change 2010 to 2011			Fiscal 2010		% Change 2009 to 2010			Fiscal 2009
Cash, cash equivalents and investments	$	67,428		(15	)%	$	79,324		5	%	$	75,531
Working capital		44,875		(16	)%		53,306		(1	)%		54,114
Note payable		—		(100	)%		40,000		33	%		30,000
Stockholders’ equity and non-controlling interest		116,863		26	%		92,622		22	%		76,019

We hold our cash, cash equivalents and investments primarily in the United States, Switzerland, and Singapore. As of December 31, 2011, approximately $28.3 million of the total $67.4 million of cash, cash equivalents and short term investments was held by our foreign subsidiaries. Currently, the foreign cash is not available to fund the U.S. operations. If these funds are needed for our operations in the U.S., we would be required to accrue and pay U.S. taxes to repatriate these funds. However, our intent is to indefinitely reinvest these funds outside of the U.S. and our current plans or cash requirements do not demonstrate a need to repatriate them to fund our U.S. operations.

Summary of our cash flows:


(dollars in thousands)	Fiscal 2011			Fiscal 2010			Fiscal 2009
Net cash provided by operating activities	$	21,222		$	22,144		$	17,833
Net cash provided by (used in) investing activities		17,001			(51,118	)		10,242
Net cash provided by (used in) financing activities		(32,711	)		7,796			(379	)
Effect of foreign currency exchange rates on cash and cash equivalents		(22	)		1,274			705

Net increase (decrease) in cash and cash equivalents	$	5,490		$	(19,904	)	$	28,401

Fiscal year 2011

Cash flows from operating activities: Net cash provided by operating activities was $21.2 million, resulting from net income of $12 million, adjusted for $7.1 million in non-cash charges and $2.1 million net change in operating assets and liabilities. The non-cash charges included depreciation and amortization, stock-based compensation, impairment of intangible assets, tax benefits related to stock benefit plans and other non-cash adjustments, and the change in valuation allowance on deferred income tax assets. Net change in operating assets and liabilities included a decrease in accounts receivable due to increased collections and improved Days Sales Outstanding (DSO), offset by increased tax payments and restructuring related liabilities.

Accounts Receivable, net (in thousands)


December 31, 2011	December 31, 2010	$ Change	% Change
$ 26,844	$ 28,642	($1,798)	(6)%

Our DSO was 70 days at December 31, 2011 and 81 days for the same period last year. We continue to closely monitor the credit quality and payment history of our existing and new customers to better identify and minimize, in advance, the risk of our customers’ potential inability to make required payments.

Our primary source of operating cash flows is the collection of accounts receivable from our customers, including maintenance which is typically billed annually in advance. Our overall maintenance revenues comprised 58% of our total revenues in fiscal 2011 and we believe that future proceeds from maintenance renewals will be one of primary sources of our operating cash flows. Our operating cash flows are also impacted by the timing of payments to our vendors for accounts payable and other liabilities. We generally pay our vendors and service providers in accordance with the invoice terms and conditions. The timing of cash payments in future periods will be impacted by the terms of accounts payable arrangements.

The primary uses of cash from operations consist of salaries, commissions and bonuses paid to our employees. We pay our employees on a semi-monthly basis in North America and on a monthly basis internationally. We generally pay our vendors within one month from receiving an invoice for services rendered. We are also contractually committed to pay rent and facility related charges in support of our worldwide operations. As of December 31, 2011, we remained contractually committed to $31 million in operating lease obligations related to our worldwide facilities.

We expect cash provided by operating activities to fluctuate in future periods as a result of a number of factors, including the timing of our billings and collections, our operating results, the timing and amount of tax and other liability payments and cash used to fund any future acquisitions.

Cash flows from investing activities: The changes in cash flows from investing activities primarily relates to acquisitions and the timing of purchases, maturities and sales of our investments in marketable securities. We also use cash to invest in capital and other assets to support our growth. Cash provided by investing activities was $17 million as we liquidated a large portion of our short-term investments in order to fully pay down the outstanding balance on our revolving line of credit with WFF. The remaining increase in cash provided primarily relates to the timing of purchases and maturities of marketable securities.

Cash flows from financing activities: Cash used in financing activities was $32.7 million as we fully paid down the outstanding balance on our revolving line of credit with WFF totaling $40 million. We used approximately $10 million to repurchase 1,600,967 shares of Actuate stock. We also paid $594,000 to a minority shareholder of Actuate Japan which exercised its rights to put its 12% equity interest in Actuate Japan. These cash outlays were partially offset by higher proceeds from exercise of employee stock options and corresponding tax benefits associated with such exercises.

Fiscal year 2010

Cash flows from operating activities: Net cash provided by operating activities was $22.1 million, resulting from net income of $10.6 million and adjusted for $8.6 million in non-cash charges and $2.9 million net change in assets and liabilities. The non-cash charges included depreciation and amortization, stock-based compensation, tax benefits related to stock benefit plans and other non-cash adjustments, and the change in valuation allowance on deferred income tax assets. Net change in assets and liabilities included a decrease in accounts receivable due to increased collections and improved Days Sales Outstanding (DSO), a decrease in prepaid expenses, and an increase in income taxes payable, offset by decreases in accrued liabilities, restructuring reserves and deferred revenue.

Cash flows from investing activities: Cash used in investing activities was $51.1 million driven primarily by the acquisition of Xenos which resulted in a net cash payment of approximately $27.3 million. This cash

payment was net of approximately $6.9 million of acquired cash. We funded the acquisition by using a combination of approximately $24.3 million of Company’s cash and investment reserves and borrowed $10 million under our existing credit facility with WFF. The remaining increase in cash used primarily relates to the timing of purchases and maturities of marketable securities.

Cash flows from financing activities: Cash provided by financing activities was $7.8 million resulting from an additional $10 million borrowing under our existing credit facility with WFF to partially fund the acquisition of Xenos which was completed in February 2010. Offsetting these proceeds were approximately $10 million in payments associated with our share buyback program that resulted in the repurchase of 2,042,612 shares of Actuate stock. Proceeds from exercise of employee stock options, offset by associated tax benefits accounted for the remainder of the net proceeds.

Fiscal year 2009

Cash flows from operating activities: Net cash provided by operating activities was $17.8 million resulting from net income of $12.2 million and adjusted for $8.5 million in non-cash charges and $3.7 million net change in assets and liabilities. The primary working capital sources of cash were net income coupled with increases in deferred revenue, and changes in operating assets driven by timing differences in prepaid expenses and other current assets and liabilities. The increase in deferred revenues was primarily due to several transactions that were recorded and billed at the end of fiscal 2009 as well as several multi-year maintenance renewal billings for which we were able to obtain customer commitment and invoice in advance. Our overall maintenance revenues comprised over 60% of our total revenues in fiscal 2009.

Cash flows from investing activities: Net cash provided by investing activities was $10.2 million which primarily related to the timing of purchases and maturities of marketable securities

Cash flows from financing activities: The changes in cash flows from financing activities primarily relate to stock repurchases and proceeds from stock option exercise activity. Net cash used in financing activities was $379,000 and comprised of approximately $10 million in share buybacks partially offset by proceeds from the exercise of employee stock options and corresponding tax benefits associated with such exercises.

Other

Our cash equivalent and short-term investment portfolio as of December 31, 2011, consists of investment grade U.S. Government Agency securities, taxable money market mutual funds and taxable commercial paper and corporate notes. We follow an established investment policy and set of guidelines to monitor, manage and limit our exposure to interest rate and credit risk. The policy sets forth credit quality standards and limits our exposure to any one issuer. As of December 31, 2011, we had no direct holdings in structured investment vehicles, sub-prime mortgage-backed securities or collateralized debt obligations and no exposure to these financial instruments through our indirect holdings in money market mutual funds. During fiscal years 2011, 2010 and 2009 we had no impairment charge associated with our short-term investment portfolio. While we cannot predict future market conditions or market liquidity, we regularly review our investments and associated risk profiles, which we believe will allow us to effectively manage the risks of our investment portfolio.

As a result of the challenging conditions in the financial markets, we proactively manage our cash and cash equivalents and investments balances and closely monitor our capital and stock repurchase expenditures to ensure ample liquidity. Additionally, we believe the overall credit quality of our portfolio is strong, with our global excess cash, and our cash equivalents and fixed income portfolio invested in banks and securities with a weighted-average credit rating of AA. After the recent downgrade of the U.S. long-term sovereign credit rating by Standard & Poor’s, our portfolio maintained its weighted average credit rating of AA and above. Our investments are classified as Level 1 or Level 2 investments, as measured under fair value guidance. See Note 4 of the Notes to the Consolidated Financial Statements.

Contractual Obligations and Commercial Commitments

General

Revolving credit line

In early November of 2008, we entered into a revolving Credit Agreement with Wells Fargo Foothill and secured a revolving line of credit in the principal amount of up to $50 million. During the fourth quarter of fiscal 2008, we used $30 million of our cash along with $30 million of funds available through this Credit Facility to complete a $60 million common stock buyback. During the first quarter of 2010, the Company borrowed an additional $10 million of funds available through this Credit Facility to complete the acquisition of Xenos, which was completed on February 1, 2010. There are no minimum pay-down requirements under the terms of this Credit Facility so long as we remain in compliance with the terms of the Credit Agreement. Total costs associated with the facility, including legal and closing fees, amounted to approximately $1.1 million and were fully paid as of December 31, 2011. These costs were capitalized and are being amortized over four years in the Company’s Consolidated Financial Statements. Such assets are reflected as current assets if amortized within one year or non-current assets if amortized beyond one year. The Credit Agreement was for a period of four years and was scheduled to expire on November 3, 2012.

In May 2011 we paid down the outstanding balance on our revolving line of credit. We used $40 million in cash and short-term investments in order to pay down this outstanding debt.

On December 29, 2011, we amended and re-negotiated our Credit Facility with Wells Fargo Capital Finance, LLC (“WFCF”). The amended Credit Facility provided for the following:

•

A three year extension of the original agreement entered in November 2008 from November 3, 2012 to November 3, 2015,

•

Replacement of a $125,000 commitment fee that was payable on November 3, 2011 with a closing fee of $100,000 that was paid on December 29, 2011.

•

A 50% reduction in the applicable margin on the outstanding credit balance from 3.5% to 1.75%.

•

A reduction in the unused line fee from 0.50% to 0.30% per year applied to the unutilized portion of the Credit Facility.

The remaining unamortized costs associated with the Credit facility will be amortized from the date of amendment over four years. The amended Credit Agreement is for a period of four years and is scheduled to expire on November 3, 2015.

As of December 31, 2011, there was no balance owed on this Credit Facility and the balance available under the revolving Credit Facility was approximately $50 million. Interest is based on a floating rate plus an applicable margin based on the outstanding balance of the amount drawn under the Credit Agreement. The floating rate is determined at the Company’s election and may either be (i) London Interbank Offered Rate (“LIBOR”) or (ii) the greater of the Federal Funds Rate plusan applicable margin and the Prime Rate. If the Company’s usage of the credit line exceeds 80% of its trailing four quarters of recurring maintenance revenue, or if the sum of available funds under the Credit Agreement plus available cash is less than $10 million, the Company is required to meet certain minimum income targets and be subject to a limit on annual capital expenditures. As of December 31, 2011, the Company was able to meet the 80% test as well as the $10 million minimum cash threshold and was therefore not subject to the income or the capital expenditures covenants.

The Company was in compliance with these covenants at December 31, 2011. The Company is required to make interest payments on any outstanding balances and pay an unused commitment fee on any unused portion of the credit line on a monthly basis.

The following table represents costs related to our Credit Facility with WFF (in thousands):


	Year ended December 31,
	2011		2010		2009
Interest expense	$	441	$	1,317	$	1,018
Amortization of debt issuance costs		282		287		280
Unused line fees		186		56		102

	$	909	$	1,660	$	1,400

The Credit Agreement contains covenants, which, among other things, impose certain limitations with respect to lines of business, mergers, investments and acquisitions, additional indebtedness, distributions, guarantees, liens and encumbrances. In the event the Company does not meet the requirements specified above, a triggering event will be deemed to have occurred and the Company would be required to maintain the two financial covenants listed below:

•

achieve income before interest and taxes, measured on a quarter-end basis, of at least the required amount set forth per the Credit Agreement,

•

limit the amount of capital expenditures to an amount not exceeding that set forth per the Credit Agreement.

The Company’s indebtedness under the Credit Agreement is secured by a lien on (i) substantially all of its assets and the assets of Actuate International Corporation and (ii) by a pledge of all of its stock and a portion of the stock of each of its subsidiaries.

Operating Lease Commitments

On September 1, 2007, we entered into a five year sublease agreement with a third party for approximately 83,000 square feet of office space in the Bridgepointe Campus in San Mateo, California. This lease is operating in nature, commenced on August 1, 2007 and ends on July 31, 2012. In addition, the lease provided for approximately nine months of free rent (rent holiday) and approximately $600,000 in landlord incentives applied by Actuate towards construction of improvements. As a result, the Company straight-lined its rent expense and recorded a deferred rent liability on its Consolidated Balance Sheet. At December 31, 2011, the deferred rent liability balance totaled approximately $240,000 and this balance declines through 2012 when contractual cash payments exceed the straight-line lease expense. This deferred rent liability balance was classified under the current accrued liabilities section of our Consolidated Balance Sheet at December 31, 2011. The incentives were applied to leasehold improvements completed during the fourth quarter of fiscal 2007. Actuate also leases an additional 50,400 square feet in one facility in South San Francisco, California. The lease on this additional facility expired in April 2011. This facility was entirely subleased through the end of its leased life. Actuate also leases smaller office facilities in various locations in the United States and abroad. All facilities are leased under operating leases. Total rent expense was approximately $3.4 million in fiscal year 2011, $3.5 million in fiscal year 2010 and $3.2 million in fiscal year 2009.

Actuate has pledged $426,000 of restricted cash as collateral for standby letters of credit that guarantee its contractual obligations relating to its corporate headquarter facilities located at the Bridgepointe Campus in San Mateo, California. This restricted cash is classified as Other Deposits in the accompanying Consolidated Balance Sheet as of December 31, 2011.

On November 28, 2011, we entered into a ten year lease agreement with a third party for approximately 58,000 square feet of office space in the BayCenter Campus in San Mateo, California. This lease is operating in nature and will commence on June 1, 2012 and end on May 31, 2022. In addition, the lease provides for four months of free rent (rent holiday) and approximately $2.6 million in landlord incentives to be applied towards construction of improvements. Actuate will vacate its current corporate headquarters located at the Bridgepointe Campus and use the BayCenter campus as its corporate headquarters.

Upon the execution of the new lease, Actuate delivered to the new landlord two letters of credit totaling $225,300. These letters of credit guarantee Actuate’s contractual obligations related to the BayCenter Campus in San Mateo, California.

The following table summarizes the Company’s contractual obligations as of December 31, 2011 (in thousands):


	Total		Less than 1 year		1 – 3 years		3 – 5 years		Thereafter
Obligations:
Operating leases (1)	$	30,910	$	3,019	$	6,758	$	5,677	$	15,456
Interest and loan obligations (2)		585		153		304		128		—
Obligations for unrecognized tax benefits (3)		1,670		—		1,670		—		—

Total	$	33,165	$	3,172	$	8,732	$	5,805	$	15,456

(1)

The Company’s future contractual obligations include minimum lease payments under operating leases at December 31, 2011.

(2)

Estimated unused line fees related to the revolving line of Credit Agreement with WFCF.

(3)

Represents the tax liability associated with unrecognized tax benefits estimated between 1 to 3 years. In addition, as of December 31, 2011, our unrecognized tax benefits included $2.95 million which is netted against deferred tax assets. At this time, we are unable to make a reasonably reliable estimate of the timing of payments related to the amounts netted against deferred tax assets, if any, in individual years due to uncertainties in the timing or outcomes of either actual or anticipated tax audits. As a result, these amounts are not included in the table above. See discussion on the authoritative guidance issued by the FASB on obligations for uncertain tax positions in Note 12 of our Notes to these Consolidated Financial Statements.

Indemnification. In the normal course of business, we provide customers with indemnification provisions of varying scope against claims of intellectual property infringement by third parties arising from the use of our products. Historically, costs related to these indemnification provisions have not been significant and we are unable to estimate the maximum potential impact of these indemnification provisions on our future results of operations.

Recent Accounting Pronouncements

See Note 1 of our Notes to Consolidated Financial Statements for information regarding the effect of new accounting pronouncements on our Consolidated Financial Statements.

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of credit risk, fluctuations in interest rates and foreign exchange rates.

Foreign Currency Exchange Risk. During fiscal years 2011, 2010 and 2009 we derived 21%, 21% and 23%, respectively, of our total revenues from sales outside of North America. We face exposure to market risk on the related receivables with respect to fluctuations in the relative value of currencies. Our international revenues and expenses are denominated in foreign currencies, principally the Euro and the British Pound Sterling. The functional currency of each of our foreign subsidiaries is the local currency. We are also exposed to foreign exchange rate fluctuations as the financial results of foreign subsidiaries are translated into U.S. dollars in consolidation. As exchange rates vary, transaction gains and losses may vary from expectations and adversely impact overall expected profitability. Our losses due to foreign exchange rate fluctuations were approximately $1.2 million in fiscal 2011, $2 million in fiscal 2010 and approximately $849,000 during fiscal 2009.

We performed a sensitivity analysis on the net monetary accounts subject to revaluation that are held primarily by our international subsidiaries. We used the following steps to determine the approximate impact of currency exchange rate fluctuations:

•

Identified material net monetary assets held in non-functional currencies. These primarily consist of the Euro, British Pound, Canadian Dollar, and the U.S. Dollar-based net assets held by our international subsidiaries.

•

Applied hypothetical changes in exchange rates to these net monetary balances held by each subsidiary as identified above. The result was a hypothetical revaluation gain or (loss) in the subsidiary’s functional currency.

•

We then translated the revaluation result as described above to U.S. Dollars using the latest quarter average exchange rate. This resulted in hypothetical revaluation gains or (losses) before income taxes. These hypothetical results are summarized in the table below as of December 31, 2011:


Annual change in currency exchange (in thousands)
-15%	-10%			-5%			+5%		+10%		+15%
$(5,186)	$	(3,457	)	$	(1,729	)	$	1,729	$	3,457	$	5,186

Interest Rate Risk. The primary objective of our investment activities is to preserve principal while at the same time maximizing yields without significantly increasing risk. To achieve this objective, we invest primarily in highly liquid and high quality debt securities. Due to the nature of our investments, we believe that there is limited risk exposure.

Credit Risk. Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents, investments in marketable securities, and trade accounts receivable. We have policies that limit investments in investment grade securities and the amount of credit exposure to any one issuer.

We sell primarily to customers in the financial services industry, predominantly in the United States and Europe. Accordingly, unfavorable economic conditions adversely impacting the financial services industry has had a material adverse effect on the Company’s business, financial condition and results of operations. For example, the financial services industry has experienced and may continue to experience cyclical fluctuations in profitability, which may affect timing of, or actual purchases of, our products which would have a material adverse effect on the our business, financial condition and results of operations. There was no customer that accounted for more than 10% of total sales in fiscal 2011.

We perform ongoing credit evaluations of our customers and maintain an allowance for potential credit losses. We do not require collateral or other security to support customer receivables. Our credit risk is also mitigated because our customer base is diversified by geography. We generally do not use foreign exchange contracts to hedge the risk in receivables denominated in foreign currencies. We do not hold or issue derivative financial instruments for trading or speculative purposes.

We do not believe that future market equity or interest rate risks related to our marketable investments or debt obligations will have a material impact on our results of operations. The Company is not currently invested in any derivative securities.

European Debt Exposures. We actively monitor our exposure to the European markets, including the impact of sovereign debt issues associated with Greece, Ireland, Portugal, Italy and Spain. As of December 31, 2011, we do not have any direct or indirect investments in the sovereign debt, corporations, or financial institutions of these countries.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements and supplementary data required by this Item 8 are listed in Item 14(a)(1) and begin at page F-1 of this report.

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer, or CEO, and Chief Financial Officer, or CFO, we carried out an evaluation required by Rules 13a-15 of the Securities Exchange act of 1934, as amended, or the Exchange Act, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2011. Based on the evaluation, our CEO and CFO have concluded that our disclosure controls and procedures were effective in providing reasonable assurance that the information required to be disclosed by us in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and regulations, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosures.

Our management, including our CEO and CFO, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all error and all fraud. Internal control over financial reporting has inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures.

Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements will not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our management assessed the effectiveness of

our internal control over financial reporting as of December 31, 2011, and has concluded that our internal control over financial reporting was effective. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control—Integrated Framework.

In making its assessment of internal control over financial reporting, management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO, In Internal Control—Integrated Framework. Based on our assessment we believe that our internal control over financial reporting is effective.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2011, other than as described above, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B.

OTHER INFORMATION

None.

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item is contained in part under the caption “Actuate Executive Officers” in Part I, Item 1, of this report, and the remainder is contained in Actuate’s Proxy Statement for its 2012 Annual Meeting of Stockholders under the captions “Proposal No. 1—Election of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance,” and is incorporated herein by reference.

Adoption of Code of Ethics

Actuate has adopted a Code of Ethics and Business Conduct (the “Code”) applicable to all of its Board members, employees and executive officers, including its Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Financial and Accounting Officer) and Controller. We have made the Code available under the investors/corporate governance section of our website at www.actuate.com.

We intend to satisfy the disclosure requirement under Item 10 of Form 8-K regarding (i) any amendments to the Code, or (ii) any waivers under the Code relating to our Chief Executive Officer, Chief Financial Officer or Controller, by posting such information under the investors/corporate governance section of our website at www.actuate.com.

ITEM 11.

EXECUTIVE COMPENSATION

The information required by this Item regarding executive compensation is incorporated herein by reference from the section entitled “Executive Compensation and Related Information” of the Proxy Statement.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this Item regarding security ownership of certain beneficial owners and management is incorporated herein by reference from the section entitled “Security Ownership of Certain Beneficial Owners and Management” of the Proxy Statement.

Equity Compensation Plan Information

Information about our equity compensation plans at December 31, 2011 that were either approved or not approved by stockholders was as follows:


Plan Category	Number of securities to be issued upon exercise of outstanding options		Weighted average exercise price of outstanding options		Number of available securities remaining for future issuance (3)
Equity compensation plans approved by stockholders (1)		12,566,201	$	4.26		16,631,243
Equity compensation plans not approved by stockholders (2)		170,945	$	2.64		703,880

Total		12,737,146	$	4.24		17,335,123

(1)

Consists of four plans: our Amended and Restated 1998 Equity Incentive Plan, Tidestone 1998 Incentive Stock Option Plan, 1998 Non-Employee Directors Option Plan, and the Amended and Restated 1998 Employee Stock Purchase Plan.

(2)

Consists of one plan: our 2001 Supplemental Stock Option Plan. See Note 9 of the Notes to Consolidated Financial Statements.

(3)

Plan approved by stockholders is reduced by 50,000 shares granted to the beneficiary of a deceased senior executive and includes 2,149 in shares withheld for taxes not issued from plan reserves.

ITEM 13.

CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The information required by this Item regarding certain relationships and related transactions is incorporated herein by reference from the sections entitled “Certain Relationships, Related Transactions and Director Independence” of the Proxy Statement.

ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by this Item regarding principal accounting fees and services is incorporated herein by reference from the section entitled “Principal Accounting Fees and Services” of the Proxy Statement.

PART IV

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(1) Financial Statements

See Index on Page F-1.

(a)(2) Financial Statement Schedules

Schedule II—Valuation and Qualifying Accounts.

Other schedules have been omitted because the information required to be set forth therein is not applicable or is readily available in the financial statements or notes thereto.

(a)(3) Exhibits


Exhibit No.		Description
2.1 (6)		Acquisition Agreement dated as of December 8, 2009 between Actuate Corporation and Xenos Group Inc.
3.1 (3)		Third Amended and Restated Certificate of Incorporation.
3.2 (8)		Amended and Restated Bylaws.
3.3 (12)		Amendment No. 1 to Amended and Restated Bylaws.
3.4 (14)		Amendment No. 2 to Amended and Restated Bylaws.
3.5 (15)		Amendment No. 3 to Amended and Restated Bylaws.
4.1 (2)		Specimen Common Stock Certificate.
10.1 (10)+		Form of Indemnification Agreement.
10.2 (1)+		1994 Stock Option Plan, as amended.
10.3 (1)+		Amended and Restated 1998 Equity Incentive Plan.
10.4 (1)+		Amended and Restated 1998 Employee Stock Purchase Plan.
10.5 (1)+		1998 Non-Employee Directors Option Plan.
10.6 (4)+		2001 Supplemental Stock Option Plan.
10.7 (1)+		Offer Letter between the Company and Daniel A. Gaudreau dated May 7, 1997.
10.10 (4)		Office Building Lease between the Actuate and HMS Gateway Office, L.P. dated December 21, 2000.
10.11 (5)+		Form of Severance Agreement (All Section 16 Officers)
10.12 (7)		Credit Agreement between Actuate and Wells Fargo Foothill, LLC dated November 5, 2008.
10.13 (9)		Office Building Sublease between Actuate and Oracle Corporation dated June 5, 2007.
10.14 (11)+		Amendment to Amended and Restated 1998 Equity Incentive Plan.
10.15 (13)+		Xenos Group Inc. 2000 Amended Stock Option Plan.
10.16 (10)		Confidential Agreement and Release between Oracle America, Inc. and Actuate Corporation dated June 14, 2010.
10.17 (10)		Memorandum of Understanding between Actuate Corporation and International Business Machines Corporation and MRO Software, Inc. dated September 16, 2010.
10.18 (16)+		Amendment to the Actuate Software Corporation 1998 Equity Incentive Plan.
10.19 (17)		Lease agreements between Actuate and CA—San Mateo BayCenter Limited Partnership dated November 28, 2011.
10.20 (18)		Amendment to Credit Agreement between Actuate and Wells Fargo Capital Finance, LLC effective as of December 29, 2011.


Exhibit No.		Description
	21.1	Subsidiaries of Actuate Corporation.
	23.1	Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm.
	23.2	Consent of KPMG LLP, Independent Registered Public Accounting Firm.
	31.1	Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer
	31.2	Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer
	32.1	Section 1350 Certifications

	101	The following materials from the Annual Report on Form 10-K of Actuate Corporation for the year ended December 31, 2011, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets as of December 31, 2011 and December 31, 2010, (ii) the Consolidated Statements of Income for the three years ended December 31, 2011, 2010 and 2009, (iii) the Consolidated Statements of Stockholder’s Equity and Comprehensive Income for the three years ended December 31, 2011, 2010 and 2009, (iv) the Consolidated Statements of Cash Flows for the three years ended December 31, 2011, 2010 and 2009, and (v) the Notes to the Consolidated Financial Statements.*

Pursuant to Rule 406T of Regulation S-T, these interactive data files are furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended; are deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended; and otherwise are not subject to liability under these sections.

(1)

Incorporated by reference to our Registration Statement on Form S-1 (File No. 333-55741) filed on June 1, 1998.

(2)

Incorporated by reference to our Amended Registration Statement on Form S-1/A filed on June 23, 1998.

(3)

Incorporated by reference to our Annual Report on Form 10-K filed on March 30, 2000.

(4)

Incorporated by reference to our Annual Report on Form 10-K filed on March 12, 2001.

(5)

Incorporated by reference to our Form 8-K filed on October 25, 2007.

(6)

Incorporated by reference to our Annual Report on Form 10-K filed on March 10, 2010.

(7)

Incorporated by reference to our Form 8-K filed on November 5, 2008.

(8)

Incorporated by reference to our Form 8-K filed on February 3, 2009.

(9)

Incorporated by reference to our Form 8-K filed on June 5, 2007.

(10)

Incorporated by reference to our Quarterly Report on Form 10-Q filed on November 5, 2010.

(11)

Incorporated by reference to our Form 8-K filed on April 23, 2009.

(12)

Incorporated by reference to our Form 8-K filed on January 28, 2010.

(13)

Incorporated by reference to our Form S-8 filed on February 4, 2010.

(14)

Incorporated by reference to our Form 8-K filed on July 21, 2010.

(15)

Incorporated by reference to our Form 8-K filed on January 24, 2011.

(16)

Incorporated by reference to our Quarterly Report on Form 10-Q filed on May 6, 2011.

(17)

Incorporated by reference to our Form 8-K filed on November 30, 2011.

(18)

Incorporated by reference to our Form 8-K filed on January 3, 2012.

Indicates management or compensatory plan or arrangement.

(b) Exhibits

See (a)(3) above.

(c) Financial Statement Schedule

See (a)(2) above.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on our behalf by the undersigned thereunto duly authorized.


ACTUATE CORPORATION (Registrant)

By:		/s/ DANIEL A. GAUDREAU
		Daniel A. Gaudreau Senior Vice President, Operations and Chief Financial Officer

Date: March 09, 2012

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.


Signature	Title	Date

/s/ NICOLAS C. NIERENBERG Nicolas C. Nierenberg	Chairman of the Board and Chief Architect	March 9, 2012

/s/ PETER I. CITTADINI Peter I. Cittadini	Director, President and Chief Executive Officer (Principal Executive Officer)	March 9, 2012

/s/ DANIEL A. GAUDREAU Daniel A. Gaudreau	Senior Vice President, Operations and Chief Financial Officer (Principal Financial and Accounting Officer)	March 9, 2012

/s/ RAYMOND L. OCAMPO JR. Raymond L. Ocampo Jr.	Director	March 9, 2012

/s/ KENNETH E. MARSHALL Kenneth E. Marshall	Director	March 9, 2012

/s/ ARTHUR C. PATTERSON Arthur C. Patterson	Director	March 9, 2012

/s/ STEVEN D. WHITEMAN Steven D. Whiteman	Director	March 9, 2012

/s/ TIMOTHY B. YEATON Timothy B. Yeaton	Director	March 9, 2012

ACTUATE CORPORATION

INDEX TO FINANCIAL STATEMENTS


		Page

Reports of Independent Registered Public Accounting Firms		F-2

Consolidated Balance Sheets		F-5

Consolidated Statements of Income		F-6

Consolidated Statements of Stockholders’ Equity and Comprehensive Income		F-7

Consolidated Statements of Cash Flows		F-8

Notes to Consolidated Financial Statements		F-9

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders

Actuate Corporation and Subsidiaries

We have audited the accompanying consolidated balance sheet of Actuate Corporation and subsidiaries (the “Company”) as of December 31, 2011, and the related consolidated statements of income, stockholders’ equity and comprehensive income, and cash flows for the year then ended. Our audit of the basic consolidated financial statements included the financial statement schedule listed in the index appearing under Item 15(a)(2). These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Actuate Corporation and subsidiaries as of December 31, 2011, and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated March 9, 2012 expressed an unqualified opinion thereon.

/s/ Grant Thornton LLP

San Francisco, CA

March 9, 2012

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders

Actuate Corporation and Subsidiaries

We have audited Actuate Corporation and subsidiaries’ internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Actuate Corporation and subsidiaries’ management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on Actuate Corporation and subsidiaries’ internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Actuate Corporation and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control—Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Actuate Corporation and subsidiaries as of December 31, 2011, and the related consolidated statements of income, stockholders’ equity and comprehensive income, and cash flows for the year ended December 31, 2011. Our audit of the basic consolidated financial statements included the financial statement schedule listed in the index appearing under Item 15(a)(2). Our report dated March 9, 2012 expressed an unqualified opinion thereon.

/s/ Grant Thornton LLP

San Francisco, CA

March 9, 2012

F-3

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

Actuate Corporation:

We have audited the accompanying consolidated balance sheet of Actuate Corporation and subsidiaries (the Company) as of December 31, 2010, and the related consolidated statements of income, stockholders’ equity and comprehensive income, and cash flows for each of the years in the two-year period ended December 31, 2010. In connection with our audits of the consolidated financial statements, we also have audited the financial statement schedule for the two-year period ended December 31, 2010 as set forth in Item 15(a)(2). These consolidated financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Actuate Corporation and subsidiaries as of December 31, 2010, and the results of their operations and their cash flows for each of the years in the two-year period ended December 31, 2010, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule for the two-year period ended December 31, 2010, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein for the two-year period ended December 31, 2010.

/s/ KPMG LLP

Mountain View, California

March 11, 2011

F-4

ACTUATE CORPORATION

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)


	December 31,
	2011			2010
ASSETS
Current assets:
Cash and cash equivalents	$	38,759		$	33,269
Short-term investments		28,669			46,055
Accounts receivable, net of allowances of $720 and $615 at December 31, 2011 and 2010, respectively		26,844			28,642
Other current assets		7,131			5,845

Total current assets		101,403			113,811
Property and equipment, net		1,927			3,126
Goodwill		46,424			46,424
Purchased intangibles, net		11,421			15,492
Non-current deferred tax assets, net		14,876			15,336
Other assets		853			1,442

	$	176,904		$	195,631

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,521		$	1,589
Current portion of restructuring liabilities		98			1,285
Accrued compensation		5,992			5,950
Other accrued liabilities		5,872			5,051
Income taxes payable		—			2,030
Deferred revenue		43,045			44,600

Total current liabilities		56,528			60,505

Long-term liabilities:
Note payable		—			40,000
Other liabilities		20			268
Long-term deferred revenue		1,717			1,347
Long-term income taxes payable		1,670			889
Restructuring liabilities, net of current portion		106			—

Total long-term liabilities		3,513			42,504

Commitments and contingencies (Notes 8 and 14)
Non-controlling interest in subsidiary		—			693
Stockholders’ equity:
Preferred stock, $0.001 par value, issuable in series; 5,000,000 shares authorized; none issued or outstanding		—			—
Common stock, $0.001 par value, 100,000,000 shares authorized; issued 85,270,644 and 80,764,172 shares, respectively; outstanding 48,518,460 and 45,612,955 shares, respectively		48			46
Additional paid-in capital		214,770			192,048
Treasury stock, at cost; 36,752,184 and 35,151,217 shares, respectively		(147,331	)		(137,335	)
Accumulated other comprehensive income		1,419			1,200
Retained earnings		47,957			35,970

Total stockholders’ equity		116,863			91,929

	$	176,904		$	195,631

See accompanying notes to Consolidated Financial Statements.

F-5

ACTUATE CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)


	Year ended December 31,
	2011			2010			2009
Revenues:
License fees	$	49,172		$	49,155		$	36,146
Services		85,771			82,317			83,187

Total revenues		134,943			131,472			119,333

Costs and expenses:
Cost of license fees		1,887			2,219			934
Cost of services		20,682			19,692			17,843
Sales and marketing		42,432			40,484			41,747
Research and development		24,272			24,850			20,267
General and administrative		20,903			23,767			20,315
Amortization of purchased intangibles		1,296			1,880			680
Asset impairment		1,681			—			—
Restructuring charges		889			968			348

Total costs and expenses		114,042			113,860			102,134

Income from operations		20,901			17,612			17,199
Interest income and other income/(expense), net		(355	)		(1,579	)		294
Interest expense		(936	)		(1,721	)		(1,404	)

Income before provision for income taxes		19,610			14,312			16,089
Provision for income taxes		7,623			3,665			3,910

Net income	$	11,987		$	10,647		$	12,179

Basic net income per share	$	0.25		$	0.24		$	0.27

Shares used in basic net income per share calculation		47,309			45,065			45,131

Diluted net income per share	$	0.23		$	0.22		$	0.25

Shares used in diluted net income per share calculation		51,497			49,133			49,396

See accompanying notes to Consolidated Financial Statements.

F-6

ACTUATE CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND

COMPREHENSIVE INCOME

(in thousands, except share data)


	Common Stock					Additional Paid-in Capital			Treasury Stock						Accumulated Other Comprehensive Income (Loss)			Retained Earnings		Total Stockholders’ Equity
	Shares		Amount			Additional Paid-in Capital			Shares			Amount			Accumulated Other Comprehensive Income (Loss)			Retained Earnings		Total Stockholders’ Equity
Balance at January 1, 2009		75,514,061	$	44		$	160,619			(31,344,412	)	$	(117,256	)	$	(887	)	$	13,144	$	55,664
Comprehensive income
Net income		—		—			—			—			—			—			12,179		12,179
Net unrealized loss on available-for- sale securities		—		—			—			—			—			(23	)		—		(23	)
Currency translation		—		—			—			—			—			705			—		705

Total comprehensive income																					12,861
Issuance of common stock upon exercise of stock options		2,674,350		3			6,998			—			—			—			—		7,001
Issuance of common stock under Employee Stock Purchase Plan		381,514		—			1,154			—			—			—			—		1,154
Stock based compensation		—		—			6,686			—			—			—			—		6,686
Stock repurchase		—		(2	)		—			(1,764,193	)		(10,065	)		—			—		(10,067	)
Adjustment to the value of non-controlling interest in subsidiary		—		—			(33	)		—			—			—			—		(33	)
Other adjustments		1,424		—			17			—			(17	)		—			—		—
Tax benefits from employee stock options		—		—			2,136			—			—			—			—		2,136

Balance at December 31, 2009		78,571,349	$	45		$	177,577			(33,108,605	)	$	(127,338	)	$	(205	)	$	25,323	$	75,402

Comprehensive income
Net income		—		—			—			—			—			—			10,647		10,647
Net unrealized loss on available-for- sale securities		—		—			—			—			—			(10	)		—		(10	)
Currency translation		—		—			—			—			—			1,274			—		1,274

Total comprehensive income																					11,911
Issuance of common stock upon exercise of stock options		1,823,043		3			5,910			—			—			—			—		5,913
Issuance of common stock under Employee Stock Purchase Plan		369,780		—			1,141			—			—			—			—		1,141
Stock based compensation		—		—			5,600			—			—			—			—		5,600
Stock repurchase		—		(2	)		—			(2,042,612	)		(9,997	)		—			—		(9,999	)
Adjustment to the value of non-controlling interest in subsidiary		—		—			(76	)		—			—			—			—		(76	)
Other adjustments (Xenos options assumed and converted)		—		—			60			—			—			—			—		60
Tax benefits from employee stock options		—		—			1,836			—			—			141			—		1,977

Balance at December 31, 2010		80,764,172	$	46		$	192,048			(35,151,217	)	$	(137,335	)	$	1,200		$	35,970	$	91,929

Comprehensive income
Net income		—		—			—			—			—			—			11,987		11,987
Net unrealized loss on available-for- sale securities		—		—			—			—			—			(40	)		—		(40	)
Currency translation		—		—			—			—			—			(22	)		—		(22	)

Total comprehensive income																					11,925
Issuance of common stock upon exercise of stock options		4,102,658		4			12,805			—			—			—			—		12,809
Issuance of common stock under Employee Stock Purchase Plan		403,814		—			1,562			—			—			—			—		1,562
Stock based compensation		—		—			5,164			—			—			—			—		5,164
Stock repurchase		—		(2	)		—			(1,600,967	)		(9,996	)		—			—		(9,998	)
Adjustment to the value of non-controlling interest in subsidiary		—		—			99			—			—			—			—		99
Tax benefits from employee stock options		—		—			3,092			—			—			281			—		3,373

Balance at December 31, 2011		85,270,644	$	48		$	214,770			(36,752,184	)	$	(147,331	)	$	1,419		$	47,957	$	116,863

See accompanying notes to Consolidated Financial Statements.

F-7

ACTUATE CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)


	Year ended December 31,
	2011			2010			2009
Operating activities
Net income	$	11,987		$	10,647		$	12,179
Adjustments to reconcile net income to net cash from operating activities:
Stock based compensation expense, net of liability-based awards		5,164			5,600			6,686
Excess tax benefits from stock based compensation		(3,485	)		(760	)		(1,766	)
Amortization of purchased intangibles		2,390			3,103			900
Amortization of debt issuance cost		282			287			280
Depreciation		1,945			1,914			2,223
Change in valuation allowance on deferred tax assets		(716	)		(2,006	)		226
Net realized gain on Auction Rate Securities (ARS)		—			(1,934	)		—
Net unrealized gain on Auction Rate Securities (ARS)		—			—			(659	)
Net realized loss on fair value of put option		—			1,921			—
Net unrealized loss on fair value of put option		—			—			588
Accretion/amortization on short-term investments		(185	)		447			51
Impairment of intangible assets		1,681			—			—
Change in operating assets and liabilities, net of effects of acquisition:
Accounts receivable		1,798			6,286			(5,159	)
Other current assets		(43	)		2,632			710
Accounts payable		(173	)		(1,369	)		(695	)
Accrued compensation		42