10-Q 1 a11-13957_110q.htm 10-Q

Table of Contents

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-Q

 

x

 

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

 

 

For the quarterly period ended June 30, 2011

 

 

 

OR

 

 

 

o

 

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: 0-24081

 

EVOLVING SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

84-1010843

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

 

 

9777 Pyramid Court, Suite 100 Englewood, Colorado

 

80112

(Address of principal executive offices)

 

(Zip Code)

 

(303) 802-1000

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes  x    No  o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company.  See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer o

 

Accelerated filer o

 

 

 

Non-accelerated filer o

 

Smaller reporting company x

(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 August 5, 2011 there were 10,862,988 shares outstanding of Registrant’s Common Stock (par value $0.001 per share).

 

 

 



Table of Contents

 

EVOLVING SYSTEMS, INC.

Quarterly Report on Form 10-Q

June 30, 2011

Table of Contents

 

PART I — FINANCIAL INFORMATION

Item 1

Financial Statements

 

 

Condensed Consolidated Balance Sheets as of June 30, 2011 and December 31, 2010 (Unaudited)

 

 

Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2011 and 2010 (Unaudited)

 

 

Condensed Consolidated Statements of Changes in Stockholders’ Equity and Comprehensive Income (Loss) for the Six Months Ended June 30, 2011 (Unaudited)

 

 

Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2011 and 2010 (Unaudited)

 

 

Notes to Unaudited Condensed Consolidated Financial Statements

 

Item 2

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Item 3

Quantitative and Qualitative Disclosures About Market Risk

 

Item 4

Controls and Procedures

 

 

 

 

PART II — OTHER INFORMATION

Item 1

Legal Proceedings

 

Item 1A

Risk Factors

 

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

 

Item 3

Defaults upon Senior Securities

 

Item 4

Submission of Matters to a Vote of Security Holders

 

Item 5

Other Information

 

Item 6

Exhibits

 

 

 

 

Signature

 

 

2



Table of Contents

 

PART I — FINANCIAL INFORMATION

 

ITEM 1.  FINANCIAL STATEMENTS

 

EVOLVING SYSTEMS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands except share data)

(unaudited)

 

 

 

June 30,

 

December 31,

 

 

 

2011

 

2010

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

16,269

 

$

10,801

 

Contract receivables, net of allowance for doubtful accounts of $22 and $520 at June 30, 2011 and December 31, 2010, respectively

 

2,979

 

5,502

 

Unbilled work-in-progress

 

1,452

 

1,519

 

Deferred income taxes

 

13,716

 

 

Prepaid and other current assets

 

1,105

 

1,251

 

Current assets of discontinued operations

 

1,738

 

7,374

 

Total current assets

 

37,259

 

26,447

 

Property and equipment, net

 

530

 

625

 

Amortizable intangible assets, net

 

807

 

1,123

 

Goodwill

 

16,359

 

15,797

 

Long-term restricted cash

 

53

 

50

 

Long-term deferred income taxes

 

2,372

 

 

Other long-term assets

 

1

 

2

 

Long-term assets of discontinued operations

 

6,649

 

6,407

 

Total assets

 

$

64,030

 

$

50,451

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Current portion of capital lease obligations

 

$

22

 

$

13

 

Accounts payable and accrued liabilities

 

4,283

 

3,586

 

Dividends payable

 

548

 

532

 

Deferred income taxes

 

23

 

21

 

Unearned revenue

 

1,518

 

2,863

 

Current liabilities of discontinued operations

 

5,708

 

7,620

 

Total current liabilities

 

12,102

 

14,635

 

Long-term liabilities:

 

 

 

 

 

Capital lease obligations, net of current portion

 

 

4

 

Deferred income taxes

 

 

51

 

Long-term liabilities of discontinued operations

 

 

4

 

Total liabilities

 

12,102

 

14,694

 

 

 

 

 

 

 

Commitments and contingencies (Note 11)

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Preferred stock, $0.001 par value; 2,000,000 shares authorized; no shares issued and outstanding as of June 30, 2011 and December 31, 2010

 

 

 

Common stock, $0.001 par value; 40,000,000 shares authorized; 11,006,977 shares issued and 10,884,926 outstanding as of June 30, 2011 and 10,651,431 shares issued and outstanding as of December 31, 2010

 

11

 

11

 

Additional paid-in capital

 

88,560

 

87,435

 

Treasury stock, 122,051, and shares as of June 30, 2011 and December 31, 2010, respectively, at cost

 

(849

)

 

Accumulated other comprehensive loss

 

(2,968

)

(3,704

)

Accumulated deficit

 

(32,826

)

(47,985

)

Total stockholders’ equity

 

51,928

 

35,757

 

Total liabilities and stockholders’ equity

 

$

64,030

 

$

50,451

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

3



Table of Contents

 

EVOLVING SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands except per share data)

(unaudited)

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

REVENUE

 

 

 

 

 

 

 

 

 

License fees and services

 

$

2,053

 

$

4,070

 

$

5,258

 

$

8,265

 

Customer support

 

2,392

 

1,918

 

4,641

 

3,877

 

Total revenue

 

4,445

 

5,988

 

9,899

 

12,142

 

 

 

 

 

 

 

 

 

 

 

COSTS OF REVENUE AND OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

Costs of license fees and services, excluding depreciation and amortization

 

1,193

 

1,454

 

2,427

 

3,137

 

Costs of customer support, excluding depreciation and amortization

 

733

 

594

 

1,419

 

1,268

 

Sales and marketing

 

1,458

 

1,618

 

3,309

 

3,328

 

General and administrative

 

858

 

1,212

 

1,960

 

2,441

 

Product development

 

555

 

660

 

1,234

 

1,209

 

Depreciation

 

67

 

81

 

133

 

158

 

Amortization

 

181

 

166

 

359

 

340

 

Restructuring

 

569

 

 

569

 

 

Total costs of revenue and operating expenses

 

5,614

 

5,785

 

11,410

 

11,881

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

(1,169

)

203

 

(1,511

)

261

 

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

Interest income

 

6

 

1

 

14

 

4

 

Interest expense

 

(1

)

(22

)

(13

)

(61

)

Foreign currency exchange gain (loss)

 

7

 

(107

)

117

 

(149

)

Other income (expense), net

 

12

 

(128

)

118

 

(206

)

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations before income taxes

 

(1,157

)

75

 

(1,393

)

55

 

Income tax expense (benefit)

 

(2,008

)

8

 

(2,100

)

6

 

Income from continuing operations

 

851

 

67

 

707

 

49

 

Income from discontinued operations, net of tax

 

14,461

 

1,375

 

15,538

 

2,565

 

Net income

 

$

15,312

 

$

1,442

 

$

16,245

 

$

2,614

 

 

 

 

 

 

 

 

 

 

 

Basic income per common share - continuing operations

 

$

0.08

 

$

0.01

 

$

0.07

 

$

0.00

 

 

 

 

 

 

 

 

 

 

 

Diluted income per common share - continuing operations

 

$

0.08

 

$

0.01

 

$

0.06

 

$

0.00

 

 

 

 

 

 

 

 

 

 

 

Basic income per common share - discontinued operations

 

$

1.33

 

$

0.14

 

$

1.44

 

$

0.26

 

 

 

 

 

 

 

 

 

 

 

Diluted income per common share - discontinued operations

 

$

1.29

 

$

0.13

 

$

1.39

 

$

0.24

 

 

 

 

 

 

 

 

 

 

 

Basic income per common share - net income

 

$

1.41

 

$

0.14

 

$

1.51

 

$

0.26

 

 

 

 

 

 

 

 

 

 

 

Diluted income per common share - net income

 

$

1.37

 

$

0.13

 

$

1.45

 

$

0.24

 

 

 

 

 

 

 

 

 

 

 

Cash dividend declared per common share

 

$

0.05

 

$

0.05

 

$

0.10

 

$

0.05

 

 

 

 

 

 

 

 

 

 

 

Weighted average basic shares outstanding

 

10,833

 

10,050

 

10,793

 

10,022

 

Weighted average diluted shares outstanding

 

11,201

 

10,753

 

11,212

 

10,673

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

4



Table of Contents

 

EVOLVING SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME (LOSS)

(in thousands, except share data)

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

Other

 

 

 

Total

 

 

 

Common Stock

 

Paid-in

 

Treasury

 

Comprehensive

 

Accumulated

 

Stockholders’

 

 

 

Shares

 

Amount

 

Capital

 

Stock

 

Income (Loss)

 

Deficit

 

Equity

 

Balance at December 31, 2010

 

10,651,431

 

$

11

 

$

87,435

 

$

 

$

(3,704

)

$

(47,985

)

$

35,757

 

Stock option exercises

 

349,299

 

 

767

 

 

 

 

767

 

Common Stock issued pursuant to the Employee Stock Purchase Plan

 

2,653

 

 

17

 

 

 

 

17

 

Stock-based compensation expense

 

 

 

341

 

 

 

 

341

 

Restricted stock issuance, net of cancellations

 

3,594

 

 

 

 

 

 

 

Treasury stock

 

(122,051

)

 

 

(849

)

 

 

(849

)

Common stock cash dividends

 

 

 

 

 

 

(1,086

)

(1,086

)

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

16,245

 

 

 

Foreign currency translation adjustment

 

 

 

 

 

736

 

 

 

 

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

16,981

 

Balance at June 30, 2011

 

10,884,926

 

$

11

 

$

88,560

 

$

(849

)

$

(2,968

)

$

(32,826

)

$

51,928

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

5



Table of Contents

 

EVOLVING SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

 

 

 

Six Months Ended June 30,

 

 

 

2011

 

2010

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

Net income

 

$

16,245

 

$

2,614

 

Less: Income from discontinued operations

 

15,538

 

2,565

 

Income from continuing operations

 

707

 

49

 

Adjustments to reconcile net income from continuing operations to net cash provided by operating activities:

 

 

 

 

 

Depreciation

 

133

 

158

 

Amortization of intangible assets

 

359

 

340

 

Amortization of debt issuance costs

 

11

 

45

 

Stock-based compensation

 

322

 

479

 

Unrealized foreign currency transaction (gains) and losses, net

 

(117

)

149

 

Benefit from deferred income taxes

 

(2,581

)

(125

)

Change in operating assets and liabilities:

 

 

 

 

 

Contract receivables

 

2,787

 

700

 

Unbilled work-in-progress

 

131

 

(1,694

)

Prepaid and other assets

 

160

 

330

 

Accounts payable and accrued liabilities

 

643

 

271

 

Unearned revenue

 

(1,454

)

(1,354

)

Net cash provided by (used in) operating activities of continuing operations

 

1,101

 

(652

)

Net cash provided by operating activities of discontinued operations

 

5,864

 

6,088

 

Net cash provided by operating activities

 

6,965

 

5,436

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

Purchase of property and equipment

 

(58

)

(259

)

Restricted cash

 

(3

)

 

Net cash used in investing activities of continuing operations

 

(61

)

(259

)

Net cash used in investing activities of discontinued operations

 

(345

)

(40

)

Net cash used in investing activities

 

(406

)

(299

)

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

Capital lease payments

 

(6

)

(6

)

Principal payments on long-term debt

 

 

(1,811

)

Common stock cash dividends

 

(1,070

)

 

Purchase of treasury stock

 

(849

)

 

Proceeds from the issuance of stock

 

784

 

590

 

Net cash used in financing activities of continuing operations

 

(1,141

)

(1,227

)

Net cash used in financing activities of discontinued operations

 

(4

)

(5

)

Net cash used in financing activities

 

(1,145

)

(1,232

)

 

 

 

 

 

 

Effect of exchange rate changes on cash

 

54

 

(100

)

 

 

 

 

 

 

Net increase in cash and cash equivalents

 

5,468

 

3,805

 

Cash and cash equivalents at beginning of period

 

10,801

 

5,369

 

Cash and cash equivalents at end of period

 

$

16,269

 

$

9,174

 

 

 

 

 

 

 

Supplemental disclosure of other cash and non-cash financing transactions:

 

 

 

 

 

Interest paid

 

$

2

 

$

18

 

Income taxes paid

 

89

 

17

 

Common stock cash dividend declared

 

548

 

502

 

Property and equipment purchased and included in accounts payable

 

11

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

6



Table of Contents

 

EVOLVING SYSTEMS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1 — BASIS OF PRESENTATION

 

Organization - We are a provider of software solutions and services to the wireless, wireline and cable markets. We maintain long-standing relationships with many of the largest wireless, wireline and cable companies worldwide. Our customers rely on us to develop, deploy, enhance, maintain and integrate complex, highly reliable software solutions for a range of Operations Support Systems (“OSS”).  We offer software products and solutions focused on activation and provisioning: our service activation solution, TertioTM (“TSA”) used to activate complex bundles of voice, video and data services for traditional and next generation wireless and wireline networks;  our SIM card activation solution, Dynamic SIM Allocation TM (“DSA”) used to dynamically allocate and assign resources to wireless devices that rely on SIM cards, and our connected devices activation solution, Intelligent M2M Controller that support the activation of M2M devices with intermittent or infrequent usage patterns.

 

Interim Consolidated Financial Statements — The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in conformity with the instructions to Form 10-Q and Article 10 of Regulation S-X and the related rules and regulations of the Securities and Exchange Commission (“SEC”).  Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. However, we believe that the disclosures included in these financial statements are adequate to make the information presented not misleading. The unaudited condensed consolidated financial statements included in this document have been prepared on the same basis as the annual consolidated financial statements, and in our opinion reflect all adjustments, which include normal recurring adjustments necessary for a fair presentation in accordance with GAAP and SEC regulations for interim financial statements. The results for the six months ended June 30, 2011 are not necessarily indicative of the results that we will have for any subsequent period.  These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes to those statements for the year ended December 31, 2010 included in our Annual Report on Form 10-K.

 

Discontinued Operations - On April 21, 2011, we announced the execution of an Asset Purchase Agreement, dated as of April 21, 2011 (the “Purchase Agreement”), with NeuStar, Inc., a Delaware corporation (the “Buyer”).  Under the terms of the Purchase Agreement, we agreed to sell our Numbering Solutions Business (the “Numbering Business”) to the Buyer for $39 million in cash, subject to increase or decrease in accordance with a post-closing working capital adjustment and the assumption of certain liabilities related to the Numbering Business (the “Asset Sale”). The Asset Sale qualified for treatment as discontinued operations during the second quarter of 2011 upon receipt of shareholder approval at a special meeting of shareholders on June 23, 2011. On July 1, 2011, we completed the Asset Sale of the Numbering Business. This divested business is reflected in these consolidated financial statements as discontinued operations and historical information related to the divested business has been reclassified accordingly. Refer to Note 8, Discontinued Operations, for more information regarding the Asset Sale.

 

Use of Estimates - The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period. We made estimates with respect to revenue recognition for estimated hours to complete projects accounted for using the percentage-of-completion method, allowance for doubtful accounts, income tax valuation allowance, fair values of long-lived assets, valuation of intangible assets and goodwill, useful lives for property, equipment and intangible assets, business combinations, capitalization of internal software development costs and fair value of stock-based compensation amounts.  Actual results could differ from these estimates.

 

Foreign Currency - Our functional currency is the U.S. dollar.  The functional currency of our foreign operations is the respective local currency for each foreign subsidiary.  Assets and liabilities of foreign operations denominated in local currencies are translated at the spot rate in effect at the applicable reporting date.  Our consolidated statements of operations are translated at the weighted average rate of exchange during the applicable period.  The resulting unrealized cumulative translation adjustment, net of applicable income taxes, is recorded as a component of accumulated other comprehensive income (loss) in stockholders’ equity.  Realized and unrealized transaction gains and losses generated by transactions denominated in a currency different from the functional currency of the applicable entity are recorded in other income (loss) in the consolidated statements of operations in the period in which they occur.

 

Principles of Consolidation - The consolidated financial statements include the accounts of Evolving Systems, Inc. and subsidiaries, all of which are wholly owned.  All significant intercompany transactions and balances have been eliminated in

 

7



Table of Contents

 

consolidation.

 

Goodwill - Goodwill is the excess of acquisition cost of an acquired entity over the fair value of the identifiable net assets acquired.  Goodwill is not amortized, but tested for impairment annually or whenever indicators of impairment exist. These indicators may include a significant change in the business climate, legal factors, operating performance indicators, competition, sale or disposition of a significant portion of the business or other factors. For purposes of the goodwill evaluation, we compare the fair value of each of our reporting units to its respective carrying amount. If the carrying value of a reporting unit were to exceed its fair value, we would then compare the fair value of the reporting unit’s goodwill to its carrying amount, and any excess of the carrying amount over the fair value would be charged to operations as an impairment loss. Goodwill recorded in conjunction with our purchases of CMS Communications, Inc. (“CMS”) and Telecom Software Enterprises, LLC (“TSE”) were sold as part of the Asset Sale of our Numbering Business and the related U.S. customer support goodwill was classified as long-term assets of discontinued operations in the June 30, 2011 and December 31, 2010 Condensed Consolidated Balance Sheets.

 

Intangible Assets - Amortizable intangible assets consist primarily of purchased software and licenses, customer contracts and relationships, trademarks and tradenames, and business partnerships acquired in conjunction with our purchases of CMS ,TSE and Tertio Telecoms Ltd. (“Evolving Systems U.K.”).  These assets are amortized using the straight-line method over their estimated lives.

 

We assess the impairment of identifiable intangibles if events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. Factors that we consider significant which could trigger an impairment analysis include the following:

 

·                  Significant under-performance relative to historical or projected future operating results;

 

·                  Significant changes in the manner of use of the acquired assets or the strategy of the overall business;

 

·                  Significant negative industry or economic trends; and/or

 

·                  Significant decline in our stock price for a sustained period.

 

If, as a result of the existence of one or more of the above indicators of impairment, we determine that the carrying value of intangibles and/or long-lived assets may not be recoverable, we compare the estimated undiscounted cash flows expected to result from the use of the asset and its eventual disposition to the asset’s carrying amount. If an amortizable intangible or long-lived asset is not deemed to be recoverable, we recognize an impairment loss representing the excess of the asset’s carrying value over its estimated fair value.

 

Intangible assets acquired in conjunction with our purchases of TSE and CMS were fully amortized as of December 31, 2009 and were part of the Asset Sale of our Numbering Business.

 

Fair Value of Financial Instruments - The carrying amounts for certain financial instruments, including cash and cash equivalents, contract receivables and accounts payable, approximate fair value due to their short maturities.

 

Revenue Recognition - We recognize revenue when an agreement is signed, the fee is fixed or determinable and collectability is reasonably assured. We recognize revenue from two primary sources: license fees and services, and customer support.  The majority of our license fees and services revenue is generated from fixed-price contracts, which provide for licenses to our software products and services to customize such software to meet our customers’ use.  When the customization services are determined to be essential to the functionality of the delivered software, we recognize revenue using the percentage-of-completion method of accounting. In these types of arrangements, we do not typically have vendor specific objective evidence (“VSOE”) of fair value on the license fee/services portion (services are related to customizing the software) of the arrangement due to the large amount of customization required by our customers; however, we do have VSOE for the warranty/maintenance services based on the renewal rate of the first year of maintenance in the arrangement. The license/services portion is recognized using the percentage-of-completion method of accounting and the warranty/maintenance services are separated based on the renewal rate in the contract and recognized ratably over the warranty or maintenance period. We estimate the percentage-of-completion for each contract based on the ratio of direct labor hours incurred to total estimated direct labor hours and recognize revenue based on the percent complete multiplied by the contract amount allocated to the license fee/services.  Since estimated direct labor hours, and changes thereto, can have a significant impact on revenue recognition, these estimates are critical and we review them regularly. If the arrangement includes a customer acceptance provision, the hours to complete the acceptance testing are included in the total estimated direct labor hours; therefore, the related revenue is recognized as the acceptance testing is performed. Revenue is not recognized in full until the customer has provided proof of acceptance on the arrangement.  Generally, our contracts are accounted for individually. However, when certain criteria are met, it may be necessary to account for two or more contracts as one to reflect the substance of the group of contracts. We record amounts billed in advance of services being performed as unearned revenue. Unbilled work-in-progress represents revenue earned but not yet billable under the terms of the fixed-price contracts. All such amounts are expected to be billed and collected within 12 months.

 

We may encounter budget and schedule overruns on fixed-price contracts caused by increased labor or overhead costs. We make adjustments to cost estimates in the period in which the facts requiring such revisions become known. We record estimated losses, if any, in the period in which current estimates of total contract revenue and contract costs indicate a loss. If revisions to cost estimates are

 

8



Table of Contents

 

obtained after the balance sheet date but before the issuance of the interim or annual financial statements, we make adjustments to the interim or annual financial statements accordingly.

 

In arrangements where the services are not essential to the functionality of the delivered software, we recognize license revenue when a license agreement has been signed, delivery and acceptance have occurred, the fee is fixed or determinable and collectability is reasonably assured. Where applicable, we unbundle and record as revenue fees from multiple element arrangements as the elements are delivered to the extent that VSOE of fair value of the undelivered elements exist. If VSOE for the undelivered elements does not exist, we defer fees from such arrangements until the earlier of the date that VSOE does exist on the undelivered elements or all of the elements have been delivered.

 

We recognize revenue from fixed-price service contracts using the proportional performance method of accounting, which is similar to the percentage-of-completion method described above. We recognize revenue from professional services provided pursuant to time-and-materials based contracts and training services as the services are performed, as that is when our obligation to our customers under such arrangements is fulfilled.

 

We recognize customer support, including maintenance revenue, ratably over the service contract period. When maintenance is bundled with the original license fee arrangement, its fair value, based upon VSOE, is deferred and recognized during the periods when services are provided.

 

Stock-based Compensation - We account for stock-based compensation by applying a fair-value-based measurement method to account for share-based payment transactions with employees and directors. We record compensation costs associated with the vesting of unvested options on a straight-line basis over the vesting period.  Stock-based compensation is a non-cash expense because we settle these obligations by issuing shares of our common stock instead of settling such obligations with cash payments.  We use the Black-Scholes model to estimate the fair value of each option grant on the date of grant.  This model requires the use of estimates for expected term of the options and expected volatility of the price of our common stock.

 

Income Taxes - We record deferred tax assets and liabilities for the estimated future tax effects of temporary differences between the tax bases of assets and liabilities and amounts reported in the accompanying consolidated balance sheets, as well as operating loss and tax credit carry-forwards. We measure deferred tax assets and liabilities using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled.  We reduce deferred tax assets by a valuation allowance if, based on available evidence, it is more likely than not that these benefits will not be realized.

 

We use a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.  For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

 

As of June 30, 2011 and December 31, 2010, we had no liability for unrecognized tax benefits.  We do not believe there will be any material changes to our unrecognized tax positions over the next twelve months.

 

Recent Accounting Pronouncements - In June 2011, the Financial Accounting Standards Board issued guidance on presentation of comprehensive income. The new guidance eliminates the current option to report other comprehensive income and its components in the statement of changes in equity. Instead, an entity will be required to present either a continuous statement of net income and other comprehensive income or in two separate but consecutive statements. The new guidance will be effective for us beginning March 31, 2012 and will have presentation changes only.

 

NOTE 2 — GOODWILL AND INTANGIBLE ASSETS

 

We recorded goodwill as a result of three acquisitions which occurred over the period from November 2003 to November 2004. We acquired CMS in November 2003, TSE in October 2004 and Evolving Systems U.K. in November 2004.

 

Changes in the carrying amount of goodwill by reporting unit were as follows (in thousands):

 

 

 

License and
Services

 

Customer
Support

 

Disc.

 

Total

 

 

 

US

 

UK

 

US

 

UK

 

Operations

 

Goodwill

 

Balance as of December 31, 2010

 

$

 

$

7,066

 

$

6,033

 

$

8,731

 

$

(6,033

)

$

15,797

 

Additions

 

 

 

325

 

 

(325

)

 

Effects of changes in foreign currency exchange rates

 

 

251

 

 

311

 

 

562

 

Balance as of June 30, 2011

 

$

 

$

7,317

 

$

6,358

 

$

9,042

 

$

(6,358

)

$

16,359

 

 

9



Table of Contents

 

On April 19, 2011, we entered into an agreement with Lisa Marie Maxson and Peter McGuire (collectively, the “TSE Sellers”) to amend certain terms and conditions of the Acquisition Agreement entered into by and among the parties on October 15, 2004 (“TSE Acquisition Agreement”), in which we acquired all of the issued and outstanding ownership interests of the TSE Sellers in TSE.  Under the terms of TSE Acquisition Agreement, the TSE Sellers were entitled to payment of up to $1 million (“NPAC Deferred Payment”) if we entered into certain dispositions or restrictions relative to the TSE software product referred to in the Acquisition Agreement as the “NPAC SMS Simulator.” The Asset Sale included certain assets of ours including the NPAC SMS Simulator.  All U.S. customer support goodwill is associated with TSE and CMS and is classified as long-term assets of discontinued operations in the June 30, 2011 and December 31, 2010 Condensed Consolidated Balance Sheets.

 

Under the terms of the agreement we agreed to pay the TSE Sellers $325,000 on or before May 2, 2011 and $325,000 upon closing of the Asset Sale.

 

We conducted our annual goodwill impairment test as of July 31, 2010, and we determined that goodwill was not impaired as of the test date. From July 31, 2010 through June 30, 2011, no events have occurred that we believe may have impaired goodwill.

 

We amortized identifiable intangible assets on a straight-line basis over estimated lives ranging from one to seven years and include the cumulative effects of foreign currency exchange rates. As of June 30, 2011 and December 31, 2010, identifiable intangibles were as follows (in thousands):

 

 

 

June 30, 2011

 

December 31, 2010

 

Weighted-

 

 

 

(1)
Gross
Amount

 

Accumulated
Amortization

 

Net
Carrying
Amount

 

(1)
Gross
Amount

 

Accumulated
Amortization

 

Net
Carrying
Amount

 

Average
Amortization
Period

 

Purchased software

 

$

1,721

 

$

1,721

 

$

 

$

1,672

 

$

1,534

 

$

138

 

4.6 yrs

 

Purchased licenses

 

227

 

227

 

 

227

 

227

 

 

2.3 yrs

 

Trademarks and tradenames

 

719

 

513

 

206

 

694

 

446

 

248

 

7.0 yrs

 

Business partnerships

 

117

 

117

 

 

113

 

102

 

11

 

5.0 yrs

 

Customer relationships

 

3,189

 

2,588

 

601

 

3,117

 

2,391

 

726

 

5.3 yrs

 

 

 

$

5,973

 

$

5,166

 

$

807

 

$

5,823

 

$

4,700

 

$

1,123

 

5.2 yrs

 

 


(1)  Changes in intangible gross values as of June 30, 2011 compared to December 31, 2010 are the direct result of changes in foreign currency exchange rates for the periods then ended.

 

Amortization expense of identifiable intangible assets was $0.2 million for the three months ended June 30, 2011 and 2010, and $0.4 million and $0.3 million for the six months ended June 30, 2011 and 2010, respectively.  As Evolving Systems U.K. uses the British Pound Sterling as its functional currency, the amount of future amortization actually recorded will be based upon exchange rates in effect at that time. Expected future amortization expense related to identifiable intangibles based on our carrying amount as of June 30, 2011 was as follows (in thousands):

 

Twelve Months Ending June 30:

 

 

 

2012

 

$

404

 

2013

 

403

 

 

 

$

807

 

 

NOTE 3 — EARNINGS PER COMMON SHARE

 

We compute basic earnings per share (“EPS”) by dividing net income or loss available to common stockholders by the weighted average number of shares outstanding during the period, including common stock issuable under participating securities. We compute diluted EPS using the weighted average number of shares outstanding, including participating securities, plus all potentially dilutive common stock equivalents. Common stock equivalents consist of stock options.

 

Our policy is to treat unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid, as participating securities, included in the computation of both basic and diluted earnings per share.

 

The following is the reconciliation of the denominator of the basic and diluted EPS computations (in thousands, except per share data):

 

10



Table of Contents

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

Basic income per share:

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

851

 

$

67

 

$

707

 

$

49

 

Income from discontinued operations, net of tax

 

$

14,461

 

$

1,375

 

$

15,538

 

$

2,565

 

Net income

 

$

15,312

 

$

1,442

 

$

16,245

 

$

2,614

 

 

 

 

 

 

 

 

 

 

 

Basic weighted average shares outstanding

 

10,833

 

10,050

 

10,793

 

10,022

 

 

 

 

 

 

 

 

 

 

 

Basic income per share:

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.08

 

$

0.01

 

$

0.07

 

$

 

Discontinued operations

 

$

1.33

 

$

0.14

 

$

1.44

 

$

0.26

 

Net income

 

$

1.41

 

$

0.14

 

$

1.51

 

$

0.26

 

 

 

 

 

 

 

 

 

 

 

Diluted income per share:

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

851

 

$

67

 

$

707

 

$

49

 

Income from discontinued operations, net of tax

 

$

14,461

 

$

1,375

 

$

15,538

 

$

2,565

 

Net income

 

$

15,312

 

$

1,442

 

$

16,245

 

$

2,614

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

10,833

 

10,050

 

10,793

 

10,022

 

Effect of dilutive securities — options

 

368

 

703

 

419

 

651

 

Diluted weighted average shares outstanding

 

11,201

 

10,753

 

11,212

 

10,673

 

 

 

 

 

 

 

 

 

 

 

Diluted income per share:

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.08

 

$

0.01

 

$

0.06

 

$

 

Discontinued operations

 

$

1.29

 

$

0.13

 

$

1.39

 

$

0.24

 

Net income

 

$

1.37

 

$

0.13

 

$

1.45

 

$

0.24

 

 

For the three months ended June 30, 2011 and 2010, 0.4 million shares of common stock were excluded from the dilutive stock calculation because their exercise prices were greater than the average fair value of our common stock for the period.

 

For the six months ended June 30, 2011 and 2010, 0.3 million and 0.4 million shares, respectively of common stock were excluded from the dilutive stock calculation because their exercise prices were greater than the average fair value of our common stock for the period.

 

NOTE 4 — SHARE-BASED COMPENSATION

 

We account for stock-based compensation by applying a fair-value-based measurement method to account for share-based payment transactions with employees and directors, and record compensation cost for all stock awards granted after January 1, 2006 and awards modified, repurchased, or cancelled after that date, using the modified prospective method. We record compensation costs associated with the vesting of unvested options on a straight-line basis over the vesting period. We recognized $0.2 million of compensation expense in the consolidated statements of operations, with respect to our stock-based compensation plans for each of the three months ended June 30, 2011 and 2010 and $0.3 million and $0.5 million for the six months ended June 30, 2011 and 2010, respectively.  The following table summarizes stock-based compensation expenses recorded in the consolidated statement of operations (in thousands):

 

 

 

For the Three Months Ended June 30,

 

For the Six Months Ended June 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

Cost of license fees and services, excluding depreciation and amortization

 

$

11

 

$

12

 

$

22

 

$

23

 

Cost of customer support, excluding depreciation and amortization

 

1

 

1

 

3

 

3

 

Sales and marketing

 

16

 

27

 

39

 

58

 

General and administrative

 

108

 

173

 

224

 

346

 

Product development

 

10

 

25

 

34

 

49

 

Share based compensation - continuing operations

 

146

 

238

 

322

 

479

 

Discontinued operations

 

7

 

11

 

19

 

17

 

Total share based compensation

 

$

153

 

$

249

 

$

341

 

$

496

 

 

11



Table of Contents

 

Stock Incentive Plans

 

In January 1996, our stockholders approved an Amended and Restated Stock Option Plan (the “Option Plan”).  Under the Option Plan, as amended, 4,175,000 shares were reserved for issuance.  Options issued under the Option Plan were at the discretion of the Board of Directors, including the vesting provisions of each stock option granted. Options were granted with an exercise price equal to the closing price of our common stock on the date of grant, generally vest over four years and expire no more than ten years from the date of grant. The Option Plan terminated on January 18, 2006; options granted before that date were not affected by the plan termination.  At June 30, 2011 and December 31, 2010, 0.6 million and 1.1 million options remained outstanding under the Option Plan, respectively.

 

In March 2007, upon the hiring of our Vice President of World Wide Sales and Marketing, in accordance with NASDAQ Marketplace Rule 4350(i)(1)(a)(iv), the Board of Directors approved an inducement award under a stand-alone equity incentive plan.  We granted 50,000 non-qualified options to purchase shares of our common stock at an exercise price equal to the closing price of our common stock on the date of grant.  The options vest over four years and expire ten years from the date of grant. At June 30, 2011 and December 31, 2010, 50,000 options remained outstanding under this plan.

 

In June 2007, our stockholders approved the 2007 Stock Incentive Plan (the “2007 Stock Plan”) with a maximum of 1,000,000 reserved for issuance. In June 2010, our stockholders approved an amendment to the 2007 Stock Plan which increased the maximum shares that may be awarded under the plan to 1,250,000. Awards permitted under the 2007 Stock Plan include:  Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Awards and Other Stock-Based Awards.  Awards issued under the 2007 Stock Plan are at the discretion of the Board of Directors.  As applicable, awards are granted with an exercise price equal to the closing price of our common stock on the date of grant, generally vest over four years for employees and one year for directors and expire no more than ten years from the date of grant.  At June 30, 2011, there were approximately 0.2 million shares available for grant under the 2007 Stock Plan, as amended. At June 30, 2011 and December 31, 2010, 0.5 million and 0.7 million options were issued and outstanding under the 2007 Stock Plan, respectively.

 

During the three months ended March 31, 2011 and 2010, we awarded a total of 10,000 and 48,750 shares of restricted stock, respectively to members of our Board of Directors and senior management. There were no grants during the three months ended June 30, 2011 or 2010. During the three and six months ended June 30, 2011, 9,000 and 18,000 shares of restricted stock vested, respectively. During the three and six months ended June 30, 2010, 11,000 and 23,000 shares of restricted stock vested, respectively.  Approximately 6,000 and 7,000 shares of restricted stock were forfeited during the three and six months ended June 30, 2011, respectively and none were forfeited during the three or six months ended June 30, 2010. The fair market value of restricted shares for share-based compensation expensing is equal to the closing price of our common stock on the date of grant. Stock-based compensation expense includes $47,000 and $92,000 for the three and six months ended June 30, 2011 and $53,000 and $106,000 for the three and six months ended June 30, 2010, respectively, of expense related to restricted stock grants. The restrictions on the stock awards are released quarterly, generally over four years for senior management and over one year for board members.

 

The fair value of each option grant is estimated on the date of grant using the Black-Scholes model.  The Black-Scholes model uses four assumptions to calculate the fair value of each option grant.  The expected term of share options granted is derived using the simplified method, which we adopted in January 2008. The risk-free interest rate is based upon the rate currently available on zero-coupon U.S. Treasury instruments with a remaining term equal to the expected term of the stock options.  The expected volatility is based upon historical volatility of our common stock over a period equal to the expected term of the stock options.  The expected dividend yield is based upon historical and anticipated payment of dividends.  The weighted-average assumptions used in the fair value calculations are as follows:

 

 

 

For the Three Months Ended June 30,

 

For the Six Months Ended June 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

Expected term (years)

 

5.3

 

5.3

 

5.3

 

5.9

 

Risk-free interest rate

 

1.53

%

1.90

%

1.53

%

2.50

%

Expected volatility

 

66.35

%

73.90

%

66.35

%

73.80

%

Expected dividend yield

 

3.0

%

2.8

%

3.0

%

0

%

 

The following is a summary of stock option activity under the plans for the six months ended June 30, 2011:

 

12



Table of Contents

 

 

 

Number of
 Shares
(in thousands)

 

Weighted-
Average
Exercise
Price

 

Weighted-
Average
Remaining
Contractual
Term
(Years)

 

Aggregate
Intrinsic
Value
(in thousands)

 

Options outstanding at December 31, 2010

 

1,799

 

$

6.08

 

 

 

$

5,939

 

Options granted

 

14

 

$

6.78

 

 

 

 

 

Less options forfeited

 

(241

)

$

7.47

 

 

 

 

 

Less options exercised

 

(349

)

$

3.71

 

 

 

 

 

Options outstanding at June 30, 2011

 

1,223

 

$

6.63

 

4.94

 

$

2,530

 

 

 

 

 

 

 

 

 

 

 

Options exercisable at June 30, 2011

 

1,050

 

$

6.94

 

4.42

 

$

2,113

 

 

The weighted-average grant-date fair value of stock options granted during the three months ended June 30, 2011 and 2010 was $3.12 and $3.72, respectively. The weighted-average grant-date fair value of stock options granted during the six months ended June 30, 2011 and 2010 was $3.12 and $3.89, respectively.

 

As of June 30, 2011, there was approximately $0.7 million of total unrecognized compensation costs related to unvested stock options.  These costs are expected to be recognized over a weighted average period of 1.8 years.

 

The total fair value of stock options vested during the three months ended June 30, 2011 and 2010 was $0.1 million and $0.2 million, respectively. The total fair value of stock options vested during the six months ended June 30, 2011 and 2010 was $0.3 million.

 

The deferred income tax benefits from stock option expense related to Evolving Systems U.K. totaled approximately $8,000 and $15,000 for the three months ended June 30, 2011 and 2010, respectively. The deferred income tax benefits from stock option expense related to Evolving Systems U.K. totaled approximately $22,000 and $29,000 for the six months ended June 30, 2011 and 2010, respectively.

 

Cash received from stock option exercises for the three months ended June 30, 2011 and 2010 was $0.7 million and $0.4 million, respectively. Cash received from stock option exercises for the six months ended June 30, 2011 and 2010 was $0.8 million and $0.6 million, respectively.

 

During the three months ended March 31, 2011, we had net settlement exercises of stock options, whereby the optionee did not pay cash for the options but instead received the number of shares equal to the difference between the exercise price and the market price on the date of exercise. Net settlement exercises during the three months ended March 31, 2011, resulted in approximately 91,000 shares issued and 120,000 options cancelled in settlement of shares issued.  There were no net settlement exercises during the three months ended June 30, 2011. There were no net settlement exercises during the three or six months ended June 30, 2010.

 

Employee Stock Purchase Plan

 

Under the Employee Stock Purchase Plan (“ESPP”), we were previously authorized to issue up to 550,000 shares under the ESPP. Under the terms of the ESPP, employees may elect to have up to 15% of their gross compensation withheld through payroll deduction to purchase our common stock, capped at $25,000 annually and no more than 10,000 shares per offering period. The purchase price of the stock is 85% of the lower of the market price at the beginning or end of each three-month participation period. As of June 30, 2011, there were approximately 76,000 shares available for purchase.  For the three months ended June 30, 2011 and 2010, we recorded compensation expense of $3,000 and $6,000 and $7,000 for the six month periods ended June 30, 2011 and 2010, respectively, associated with grants under the ESPP which includes the fair value of the look-back feature of each grant as well as the 15% discount on the purchase price.    This expense fluctuates each period primarily based on the level of employee participation.

 

The fair value of each purchase made under our ESPP is estimated on the date of purchase using the Black-Scholes model. The Black-Scholes model uses four assumptions to calculate the fair value of each purchase. The expected term of each purchase is based upon the three-month participation period of each offering. The risk-free interest rate is based upon the rate currently available on zero-coupon U.S. Treasury instruments with a remaining term equal to the expected term of each offering. The expected volatility is based upon historical volatility of our common stock. The expected dividend yield is based upon historical and anticipated payment of dividends. The weighted average assumptions used in the fair value calculations are as follows:

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

Expected term (years)

 

0.25

 

0.25

 

0.25

 

0.25

 

Risk-free interest rate

 

0.03

%

0.20

%

0.05

%

0.10

%

Expected volatility

 

33.7

%

60.2

%

37.8

%

63.3

%

Expected dividend yield

 

2.8

%

0

%

2.8

%

0

%

 

13



Table of Contents

 

Cash received from employee stock plan purchases for the three months ended June 30, 2011 and 2010 was $10,000 and $13,000, respectively.  Cash received from employee stock plan purchases for the six months ended June 30, 2011 and 2010 was $17,000 and $28,000, respectively.

 

We issued shares related to the ESPP of approximately 2,000 for the three months ended June 30, 2011 and 2010. We issued shares related to the ESPP of approximately 3,000 and 5,000 for the six months ended June 30, 2011 and 2010, respectively.

 

NOTE 5 — CONCENTRATION OF CREDIT RISK

 

For the three months ended June 30, 2011 and 2010, two significant customers (defined as contributing at least 10%) accounted for 23% (12% and 11%) and 33% (18% and 15%), respectively, of revenue from continuing operations.  For the three months ended June 30, 2011, these customers are large telecommunications operators in Europe and Africa. For the three months ended June 30, 2010, these customers are large telecommunications operators in Asia and Europe. For the six months ended June 30, 2011, one significant customer accounted for 12% of revenue from continuing operations. This customer is a large telecommunications operator in the Africa. For the six months ended June 30, 2010, two significant customers accounted for 31% (19% and 12%) of revenue from continuing operations.  These customers are large telecommunications operators located in Asia and Europe.

 

As of June 30, 2011, two significant customers accounted for approximately 25% (13% and 12%) of contract receivables and unbilled work-in-progress.  These customers are large telecommunications operators in Asia.  At December 31, 2010, one significant customer accounted for approximately 12% of contract receivables and unbilled work-in-progress.  This customer is a large telecommunications operator located in Asia.

 

NOTE 6 — INCOME TAXES

 

We recorded net income tax expense (benefit) of ($2.0 million) and $8,000 for the three months ended June 30, 2011 and 2010, respectively.  The net benefit during the three months ended June 30, 2011 consisted of current income tax expense of $0.4 million and a deferred tax benefit of $2.4 million. The current tax expense consists primarily of income tax from our U.K.-based operations, income taxes related to our operations in India and unrecoverable foreign withholding tax in the U.S. Most of the U.K. income tax expense was related to placing a valuation allowance on foreign tax credits in the U.K. The tax credits are typically used to offset our income tax liability. The valuation allowance was placed on the tax credits, since we are not certain we will have enough taxable income to utilize the tax credits. The deferred tax benefit was related to the release of our valuation allowance on our domestic deferred tax asset. The deferred tax asset was primarily from net operating loss carryforwards (“NOL’s”) of approximately $45 million. We also had a tax benefit related to intangible assets from our U.K.-based operations. The net expense during the three months ended June 30, 2010 consisted of current income tax expense of $79,000 and a deferred tax benefit of $71,000. The current tax expense consists of income tax from our U.K.-based operations, Alternative Minimum Tax (“AMT”) and unrecoverable foreign withholding tax in the U.S. and Minimum Alternative Tax (“MAT”) from our Indian operations. The deferred tax benefit was related to intangible assets from our U.K.-based operations.

 

We recorded net income tax expense (benefit) of ($2.1 million) and $6,000 for the six months ended June 30, 2011 and 2010, respectively.  The net benefit during the six months ended June 30, 2011 consisted of current income tax expense of $0.5 million and a deferred tax benefit of $2.6 million. The current tax expense consists primarily of income tax from our U.K.-based operations, income taxes related to our operations in India and AMT and state income taxes in the U.S. The majority of the U.K. income tax expense was related to placing a valuation allowance on foreign tax credits in the U.K. The tax credits are typically used to offset our income tax liability. The valuation allowance was placed on the tax credits, since we are not certain we will have enough taxable income to utilize the tax credits. The deferred tax benefit was related primarily to the release of our valuation allowance on our domestic deferred tax asset. The deferred tax asset was primarily from NOL’s of approximately $45 million. We also had a deferred tax benefit related to the release of our valuation allowance on our tax asset from our Indian operations as we will begin to utilize Minimum Alternative Tax (“MAT”) payments made during our tax holiday, which can be applied toward future taxes payable since the tax holiday expired on March 31, 2011.We also had a tax benefit related to intangible assets from our U.K.-based operations. The net expense of $6,000 during the six months ended June 30, 2010 consisted of income tax expense of $0.1 million and a deferred tax benefit of $0.1 million. The current tax expense consists of income tax from our U.K.-based operations, AMT and unrecoverable foreign withholding tax in the U.S. and MAT from our Indian operations. The deferred tax benefit was related to intangible assets from our U.K.-based operations.

 

In conjunction with the acquisition of Evolving Systems U.K., we recorded certain identifiable intangible assets.  Since the amortization of these identifiable intangibles is not deductible for income tax purposes, we established a long-term deferred tax liability of $4.6 million at the acquisition date for the expected difference between what would be expensed for financial reporting purposes and what would be deductible for income tax purposes. As of June 30, 2011 and December 31, 2010, this component of the deferred tax liability was $0.2 million and $0.3 million, respectively.  This deferred tax liability relates to Evolving Systems U.K., and has no impact on our ability to recover U.S.-based deferred tax assets.  This deferred tax liability will be recognized as a reduction of deferred income tax expense as the identifiable intangibles are amortized.

 

14



Table of Contents

 

As of June 30, 2011 and December 31, 2010 we removed the majority of the valuation allowance on our domestic net deferred tax asset as we have determined it is more likely than not that we will realize our domestic deferred tax assets.  Such assets primarily consist of certain net operating loss carryforwards.  We assessed the realizability of our domestic deferred tax assets using all available evidence.  In particular, we considered the projected gain on the sale of our Numbering Business and both historical results and projections of profitability for the reasonably foreseeable future periods. We maintained a valuation allowance on some deferred tax assets related to certain state NOL’s as we believe we may not be able to utilize those deferred tax assets. The effect of the removal of the valuation allowance was a benefit of $15.4 million, of which $13.5 million was allocated to discontinued operations. This allocation was based on projecting how much of the NOL’s would be used by our continuing operations, with the remaining value allocated to discontinued operations. The $16.1 million of deferred tax assets as of June 30, 2011, were comprised of the following:

 

Deferred tax assets:

 

 

 

Net operating loss carryforwards

 

$

16,001

 

Research and development credits

 

841

 

AMT/MAT credits

 

374

 

Stock compensation

 

676

 

Depreciable assets

 

449

 

Intangibles

 

244

 

Accrued liabilities and reserves

 

154

 

Total deferred tax assets

 

$

18,739

 

 

 

 

 

Deferred tax liabilities

 

 

 

Undistributed foreign earnings

 

$

(1,049

)

Total deferred tax liability

 

$

(1,049

)

 

 

 

 

Net deferred tax assets, before valuation allowance

 

$

17,690

 

Valuation allowance

 

(1,625

)

Net deferred tax assets

 

$

16,065

 

 

As of June 30, 2011 and December 31, 2010, we had no liability for unrecognized tax benefits.  We do not believe there will be any material changes in our unrecognized tax positions over the next twelve months.

 

We conduct business globally and, as a result, Evolving Systems, Inc. or one or more of our subsidiaries file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions.  In the normal course of business, we are subject to examination by taxing authorities throughout the world, namely the United Kingdom, Germany and India.

 

NOTE 7 — RESTRUCTURING

 

During the second quarter of 2011, we undertook a reduction in workforce involving the termination of employees resulting in an expense of $0.6 million primarily related to severance for the affected employees. The reduction in workforce was related to the Asset Sale.

 

We expensed $0.6 million during the three months ended June 30, 2011 in connection with our restructuring. As of June 30, 2011, $0.5 million remains as an accrued liability which will be fully paid by the third quarter of 2012.

 

NOTE 8 — DISCONTINUED OPERATIONS

 

On July 1, 2011, we completed the Asset Sale related to our Numbering Business. The Asset Sale qualified for treatment as discontinued operations during the second quarter of 2011 upon receipt of shareholder approval at a special meeting of shareholders on June 23, 2011.

 

Summary results of operations of the Numbering Business for the three months and six months ended June 30, 2011 and 2010, respectively, and components of the net gain on the transaction were as follows (in thousands):

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

Revenues

 

$

3,383

 

$

3,761

 

$

6,490

 

$

7,317

 

 

 

 

 

 

 

 

 

 

 

Income before income tax

 

$

1,625

 

$

1,685

 

$

2,683

 

$

3,120

 

Income tax expense (benefit)

 

(13,368

)

310

 

(13,537

)

555

 

Loss on sale of discontinued operations, net of income tax

 

(532

)

 

(682

)

 

Income from discontinued operations, net of income tax

 

$

14,461

 

$

1,375

 

$

15,538

 

$

2,565

 

 

15



Table of Contents

 

The loss on sale of discontinued operations of $0.5 million and $0.7 million for the three and six months ended June 30, 2011, respectively, represent transaction expenses that were expensed as incurred. There have been no allocations of corporate interest or general and administrative expenses to discontinued operations. The income tax benefit of $13.4 million for the three months ended June 30, 2011, was comprised of a tax benefit of $13.6 million related to the release of our valuation allowance on our deferred tax assets and an expense of $0.2 million related to the Numbering Business. The income tax benefit of $13.5 million for the six months ended June 30, 2011, was comprised of a tax benefit of $13.6 million related to the release of our valuation allowance on our deferred tax assets and an expense of $0.1 million related to the Numbering Business.

 

The carrying amounts of major classes of assets and liabilities of the Numbering Business were as follows (in thousands):

 

 

 

June 30,

 

December 31,

 

 

 

2011

 

2010

 

Contract receivables, net

 

$

997

 

$

6,571

 

Unbilled work-in-progress

 

644

 

726

 

Prepaid and other current assets

 

97

 

77

 

Current assets of discontinued operations

 

$

1,738

 

$

7,374

 

 

 

 

 

 

 

Property and equipment, net

 

$

291

 

$

374

 

Goodwill

 

6,358

 

6,033

 

Long-term assets of discontinued operations

 

$

6,649

 

$

6,407

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

206

 

$

185

 

Unearned revenue

 

5,502

 

7,435

 

Current liabilities of discontinued operations

 

$

5,708

 

$

7,620

 

 

 

 

 

 

 

Capital lease obligations, net of current portion

 

$

 

$

4

 

Other long-term obligations

 

$

 

$

4

 

 

NOTE 9 — STOCKHOLDERS’ EQUITY

 

Common Stock Dividend

 

Our Board of Directors declared a second quarter cash dividend of $.05 per share, payable July 15, 2011, to stockholders of record June 10, 2011. The dividend was accrued as of June 30, 2011 for $0.5 million and paid on July 15, 2011. Previously, our Board of Directors declared a first quarter cash dividend of $.05 per share, payable April 15, 2011, to stockholders of record March 18, 2011.

 

Any determination to declare a future quarterly dividend, as well as the amount of any cash dividend which may be declared, will be based on our financial position, earnings, earnings outlook and other relevant factors at that time.

 

Treasury Stock

 

Beginning on May 20, 2011, and continuing through December 31, 2011, we intend to make re-purchases of our common stock at prevailing market prices either in the open market or through privately negotiated transactions up to $5.0 million.  The size and timing of such purchases, if any, will be based on market and business conditions as well as other factors.  The Company is not obligated to purchase any shares.  Purchases under the program can be discontinued at any time the Company determines additional purchases are not warranted.

 

From the inception of the plan through June 30, 2011, we purchased 122,051 of our common stock for $849,147 or an average price of $6.96 per share. These shares are currently being held in treasury.

 

Certain Anti-Takeover Provisions/Agreements with Stockholders

 

Our restated certificate of incorporation allows the board of directors to issue up to 2,000,000 shares of preferred stock and to determine the price, rights, preferences and privileges of those shares without any further vote or action by our stockholders. The

 

16



Table of Contents

 

rights of the holders of our common stock will be subject to, and may be adversely affected by, the rights of the holders of any preferred stock that may be issued in the future. Issuance of preferred stock, while providing desired flexibility in connection with possible acquisitions and other corporate purposes could make it more difficult for a third party to acquire a majority of our outstanding voting stock. As of June 30, 2011 and December 31, 2010, no shares of preferred stock were outstanding.

 

In addition, we are subject to the anti-takeover provisions of Section 203 of Delaware General Corporation Law which prohibit us from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in the prescribed manner. The application of Section 203 may have the effect of delaying or preventing changes in control of our management, which could adversely affect the market price of our common stock by discouraging or preventing takeover attempts that might result in the payment of a premium price to our stockholders.

 

On February 11, 2011, our Board of Directors agreed to amend the stockholder rights plan effectively terminating the plan as of March 1, 2011.

 

NOTE 10 — SEGMENT INFORMATION

 

We define operating segments as components of our enterprise for which separate financial information is reviewed regularly by the chief operating decision-makers to evaluate performance and to make operating decisions. We have identified our Chief Executive Officer and Chief Financial Officer as our chief operating decision-makers (“CODM”). These chief operating decision makers review revenues by segment and review overall results of operations.

 

We currently operate our business as two operating segments based on revenue type:  license fees and services revenue, and customer support revenue (as shown on the consolidated statements of operations).  License fees and services (“L&S”) revenue represents the fees received from the license of software products and those services directly related to the delivery of the licensed products, such as fees for custom development and integration services.  Customer support (“CS”) revenue includes annual support fees, recurring maintenance fees, fees for maintenance upgrades and warranty services.  Warranty services that are similar to software maintenance services are typically bundled with a license sale. Total assets by segment have not been disclosed as the information is not available to the chief operating decision-makers.

 

Segment information is as follows (in thousands):

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

Revenue

 

 

 

 

 

 

 

 

 

License fees and services

 

$

2,053

 

$

4,070

 

$

5,258

 

$

8,265

 

Customer support

 

2,392

 

1,918

 

4,641

 

3,877

 

Total revenue

 

4,445

 

5,988

 

9,899

 

12,142

 

 

 

 

 

 

 

 

 

 

 

Revenue less costs of revenue, excluding depreciation and amortization

 

 

 

 

 

 

 

 

 

License fees and services

 

860

 

2,616

 

2,831

 

5,128

 

Customer support

 

1,659

 

1,324

 

3,222

 

2,609

 

 

 

2,519

 

3,940

 

6,053

 

7,737

 

Unallocated Costs

 

 

 

 

 

 

 

 

 

Other operating expenses

 

2,871

 

3,490

 

6,503

 

6,978

 

Depreciation and amortization

 

248

 

247

 

492

 

498

 

Restructuring

 

569

 

 

569

 

 

Interest income

 

(6

)

(1

)

(14

)

(4

)

Interest expense

 

1

 

22

 

13

 

61

 

Foreign currency exchange (gain) loss

 

(7

)

107

 

(117

)

149

 

Income (loss) from continuing operations before income taxes

 

$

(1,157

)

$

75

 

$

(1,393

)

$

55

 

 

Geographic Regions

 

We are headquartered in Englewood, a suburb of Denver, Colorado.  We use customer locations as the basis for attributing revenues to individual countries.  We provide products and services on a global basis through our headquarters and our London-based Evolving Systems U.K. subsidiary.  Additionally, personnel in Bangalore, India provide software development services to our global operations.  Financial information relating to operations by geographic region is as follows (in thousands):

 

17



Table of Contents

 

 

 

Three Months Ended June 30,

 

 

 

2011

 

2010

 

 

 

L&S

 

CS

 

Total

 

L&S

 

CS

 

Total

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

United Kingdom

 

$

276

 

$

566

 

$

842

 

$

877

 

$

486

 

$

1,363

 

South Africa

 

395

 

149

 

544

 

141

 

131

 

272

 

Indonesia

 

210

 

164

 

374

 

1,005

 

80

 

1,085

 

Greece

 

121

 

149

 

270

 

676

 

111

 

787

 

Other

 

1,051

 

1,364

 

2,415

 

1,371

 

1,110

 

2,481

 

Total revenues

 

$

2,053

 

$

2,392

 

$

4,445

 

$

4,070

 

$

1,918

 

$

5,988

 

 

 

 

Six Months Ended June 30,

 

 

 

2011

 

2010

 

 

 

L&S

 

CS

 

Total

 

L&S

 

CS

 

Total

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

United Kingdom

 

$

558

 

$

1,113

 

$

1,671

 

$

1,382

 

$

999

 

$

2,381

 

South Africa

 

724

 

296

 

1,020

 

154

 

314

 

468

 

Indonesia

 

694

 

325

 

1,019

 

2,194

 

124

 

2,318

 

Greece

 

335

 

250

 

585

 

1,275

 

191

 

1,466

 

Other

 

2,947

 

2,657

 

5,604

 

3,260

 

2,249

 

5,509

 

Total revenues

 

$

5,258

 

$

4,641

 

$

9,899

 

$

8,265

 

$

3,877

 

$

12,142

 

 

 

 

June 30,

 

December 31,

 

 

 

2011

 

2010

 

Long-lived assets, net

 

 

 

 

 

United States

 

$

116

 

$

139

 

United Kingdom

 

17,431

 

17,240

 

Other

 

149

 

166

 

 

 

$

17,696

 

$

17,545

 

 

NOTE 11 — COMMITMENTS AND CONTINGENCIES

 

(a)                                  Other Commitments

 

As permitted under Delaware law, we have agreements with officers and directors under which we agree to indemnify them for certain events or occurrences while the officer or director is, or was, serving at our request in this capacity. The term of the indemnification period is indefinite. There is no limit on the amount of future payments we could be required to make under these indemnification agreements; however, we maintain Director and Officer insurance policies, as well as an Employment Practices Liability Insurance Policy, that may enable us to recover a portion of any amounts paid. As a result of our insurance policy coverage, we believe the estimated fair value of these indemnification agreements is minimal. Accordingly, there were no liabilities recorded for these agreements as of June 30, 2011 or December 31, 2010.

 

We enter into standard indemnification terms with customers and suppliers, in the ordinary course of business, for third party claims arising under our contracts. In addition, as we may subcontract the development of deliverables under customer contracts, we could be required to indemnify customers for work performed by subcontractors. Depending upon the nature of the indemnification, the potential amount of future payments we could be required to make under these indemnification agreements may be unlimited. We may be able to recover damages from a subcontractor or other supplier if the indemnification results from the subcontractor’s or supplier’s failure to perform. To the extent we are unable to recover damages from a subcontractor or other supplier, we could be required to reimburse the indemnified party for the full amount. We have never incurred costs to defend lawsuits or settle claims relating to an indemnification. As a result, we believe the estimated fair value of these agreements is minimal. Accordingly, there were no liabilities recorded for these agreements as of June 30, 2011 or December 31, 2010.

 

Our standard license agreements contain product warranties that the software will be free of material defects and will operate in accordance with the stated requirements for a limited period of time.  The product warranty provisions require us to cure any defects through any reasonable means.  We believe the estimated fair value of the product warranty provisions in the license agreements in place with our customers is minimal.  Accordingly, there were no liabilities recorded for these product warranty provisions as of June 30, 2011 or December 31, 2010.

 

Our software arrangements generally include a product indemnification provision whereby we will indemnify and defend a customer in actions brought against the customer for claims that our products infringe upon a copyright, trade secret, or valid patent of

 

18



Table of Contents

 

a third party. We have not historically incurred any significant costs related to product indemnification claims. Accordingly, there were no liabilities recorded for these indemnification provisions as of June 30, 2011 or December 31, 2010.

 

In relation to the acquisitions of Evolving Systems U.K., TSE and CMS, we agreed to indemnify certain parties from any losses, actions, claims, damages or liabilities (or actions in respect thereof) resulting from any claim raised by a third party.  We do not believe that there will be any claims related to these indemnifications. Accordingly, there were no liabilities recorded for these agreements as of June 30, 2011 or December 31, 2010.

 

(b)           Litigation

 

We are involved in various legal matters arising in the normal course of business.  Losses, including estimated costs to defend, are recorded for these matters to the extent they were probable of loss and the amount of loss could be reasonably estimated.

 

NOTE 12 — RELATED PARTY TRANSACTIONS

 

Effective October 15, 2009, George A. Hallenbeck resigned from our Board of Directors and we entered into a consulting agreement with him to provide consulting services. Mr. Hallenbeck is one of the founders of the Company. Under the consulting agreement, we will pay Mr. Hallenbeck an annual fee of $10,000 for his services through May 31, 2012. We had current obligations in the consolidated balance sheets under the agreement of $2,500 and $2,500 as of June 30, 2011 and December 31, 2010, respectively. We recorded $2,500 and $5,000 of general and administrative expense in the consolidated statements of operations, related to this agreement, for the three and six months ended June 30, 2011 and 2010, respectively.

 

NOTE 13 — SUBSEQUENT EVENTS

 

On August 11, 2011, our Board of Directors declared a third quarter cash dividend of $.05 per share, payable October 14, 2011, to stockholders of record September 9, 2011.

 

On July 1, 2011, we completed the Asset Sale of our Numbering Business to Neustar, Inc. pursuant to the asset purchase agreement dated April 21, 2011. Under the terms of the Purchase Agreement, NeuStar paid $39 million in cash, subject to a two-way post-closing working capital adjustment, and assumed certain liabilities related to the Numbering Business. We agreed not to compete with Neustar in the Numbering Business anywhere in the world for a period of three years following the closing of the Asset Sale. The gain on the Asset Sale is estimated to be $36 million, net of income tax and transaction expenses. Much of the U.S. federal income tax will be offset by utilizing our NOL’s but we expect to owe AMT and state income taxes on the gain.

 

In connection with the restructuring of our business after the sale of the Numbering Business, we eliminated the position of Sr. Vice President and General Counsel held by Anita T. Moseley, effective July 1, 2011. We entered into a consulting agreement with Ms. Moseley to provide consulting services to the Company through December 31, 2011, on an as-needed basis.

 

On July 1, 2011, upon the closing of the Asset Sale, we made the final payment of $325,000 to the TSE Sellers.

 

Effective July 1, 2011, our Board of Directors formed an Investment Committee (“Committee”) comprised of two directors: John B. Spirtos, who will act as Chairman of the Committee, and David S. Oros.  Brian Ervine, our Executive Vice President & Chief Financial and Administrative Officer, was also appointed to the Committee.  The Committee will be responsible for overall strategy and management of the Company’s investments. Under the direction of the Committee, through the date of this report, we purchased approximately $14.0 million in long-term investments. See Item 1A — Risk Factors, for more information related to our investments.

 

We evaluated our June 30, 2011 financial statements for subsequent events. We are not aware of any additional subsequent events which would require recognition or disclosure in the interim consolidated financial statements.

 

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q contains forward-looking statements that have been made pursuant to the provisions of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements are based on current expectations, estimates, and projections about Evolving Systems’ industry, management’s beliefs, and certain assumptions made by management.  Forward-looking statements include our expectations regarding product, services, and maintenance revenue, annual savings associated with the organizational changes effected in prior years, and short- and long-term cash needs.  In some cases, words such as “anticipates”, “expects”, “intends”, “plans”, “believes”, “estimates”, variations of these words, and similar expressions are intended to identify forward-looking statements.  The statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed or forecasted in any forward-looking statements.  Risks and uncertainties of our business include those set forth in our Annual Report on Form 10-K for the year ended December 31, 2010 under “Item 1A. Risk Factors” as well as additional risks described in this Form 10-Q.  Unless required by law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.  However, readers should carefully review the risk factors set forth in other reports or

 

19



Table of Contents

 

documents we file from time to time with the Securities and Exchange Commission, particularly the Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K.

 

OVERVIEW

 

We are a provider of software solutions and services to the wireless, wireline and cable markets. We maintain long-standing relationships with many of the largest wireless, wireline and cable companies worldwide. Our customers rely on us to develop, deploy, enhance, maintain and integrate complex, highly reliable software solutions for a range of OSS.  We offer software products and solutions focused on activation and provisioning: our service activation solution, TSA used to activate complex bundles of voice, video and data services for traditional and next generation wireless and wireline networks;  our SIM card activation solution, DSA used to dynamically allocate and assign resources to wireless devices that rely on SIM cards, and our connected devices activation solution, Intelligent M2M Controller that support the activation of M2M devices with intermittent or infrequent usage patterns.

 

We recognize revenue in accordance with the prescribed accounting standards for software revenue recognition under generally accepted accounting principles.  Our license fees and services revenues fluctuate from period to period as a result of the timing of revenue recognition on existing projects.

 

RECENT DEVELOPMENTS

 

During the second quarter of 2011, we received shareholder approval for the Asset Sale of the Numbering Business to Neustar, Inc. The Numbering Business is reflected in these interim consolidated financial statements as discontinued operations and historical information related to the divested business has been reclassified accordingly. On July 1, 2011, we completed the sale of the Numbering Business. Refer to Note 8, Discontinued Operations, for more information regarding the Asset Sale.

 

Consolidated revenue decreased to $4.4 million and $9.9 million from $6.0 million and $12.1 million for three and six months ended June 30, 2011 and 2010, respectively. The decrease in revenue for both periods is due to lower license and services revenue from both DSA and TSA, partially offset by higher customer support revenue.

 

Our twelve month backlog decreased to $7.0 million as of June 30, 2011, compared to $8.2 million as of June 30, 2010.

 

We have operations in foreign countries where the local currency is used to prepare the financial statements which are translated into our reporting currency, U.S. Dollars. Changes in the exchange rates between these currencies and our reporting currency are partially responsible for some of the changes from period to period in our financial statement amounts. The chart below summarizes how our revenue and expenses would change had they been reported on a constant currency basis. The constant currency basis assumes that the exchange rate was constant for the periods presented (in thousands).

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2011 vs. 2010

 

2011 vs. 2010

 

 

 

 

 

 

 

Revenue

 

$

331

 

$

396

 

Costs of revenue and operating expenses

 

340

 

447

 

Operating loss

 

$

(9

)

$

(51

)

 

The net effect of our foreign currency translations for the three months ended June 30, 2011 was a $0.3 million increase in revenue and a $0.3 million increase in operating expenses versus the three months ended June 30, 2010. The net effect of our foreign currency translations for the six months ended June 30, 2011 was a $0.4 million increase in revenue and a $0.4 million increase in operating expenses versus the six months ended June 30, 2010.

 

RESULTS OF OPERATIONS

 

The following table presents the unaudited consolidated statements of operations reflected as a percentage of total revenue.

 

20



Table of Contents

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

REVENUE

 

 

 

 

 

 

 

 

 

License fees and services

 

46

%

68

%

53

%

68

%

Customer support

 

54

%

32

%

47

%

32

%

Total revenue

 

100

%

100

%

100

%

100

%

 

 

 

 

 

 

 

 

 

 

COSTS OF REVENUE AND OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

Costs of license fees and services, excluding depreciation and amortization

 

27

%

24

%

25

%

26

%

Costs of customer support, excluding depreciation and amortization

 

16

%

10

%

14

%

10

%

Sales and marketing

 

33

%

27

%

33

%

27

%

General and administrative

 

19

%

20

%

20

%

20

%

Product development

 

12

%

11

%

12

%

10

%

Depreciation

 

2

%

1

%

1

%

1

%

Amortization

 

4

%

3

%

4

%

3

%

Restructuring

 

13

%

 

6

%

 

 

Total costs of revenue and operating expenses

 

126

%

97

%

115

%

98

%

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

(26

)%

3

%

(15

)%

2

%

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

Interest income

 

0

%

0

%

0

%

0

%

Interest expense

 

(0

)%

(0

)%

(0

)%

(1

)%

Foreign currency exchange gain (loss)

 

0

%

(2

)%

1

%

(1

)%

Other income (expense), net

 

0

%

(2

)%

1

%

(2

)%

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations before income taxes

 

(26

)%

1

%

(14

)%

0

%

Income tax expense (benefit)

 

(45

)%

0

%

(21

)%

0

%

Income from continuing operations

 

19

%

1

%

7

%

0

%

Income from discontinued operations, net of tax

 

325

%

23

%

157

%

21

%

Net income

 

344

%

24

%

164

%

21

%

 

Revenue

 

Revenue is comprised of license fees/services and customer support.  License fees and services revenue represent the fees we receive from the licensing of our software products and those services directly related to the delivery of the licensed product as well as integration and consulting services.  Customer support revenue includes annual support, recurring maintenance, maintenance upgrades and warranty services.  Warranty services consist of maintenance services and are typically bundled with a license sale and the related revenue, based on Vendor-Specific Objective Evidence (“VSOE”), is deferred and recognized ratably over the warranty period.

 

Revenue for the three months ended June 30, 2011 and 2010 was $4.4 million and $6.0 million, respectively. Revenue for the six months ended June 30, 2011 and 2010 was $9.9 million and $12.1 million, respectively. Decreased revenue in both periods is primarily due to decreased license and services revenue from our DSA and TSA products partially offset by increased customer support revenue.

 

License Fees and Services

 

License fees and services revenue decreased $2.0 million, or 50%, to $2.1 million for the three months ended June 30, 2011 from $4.1 million for the three months ended June 30, 2010.  The decrease in revenue is primarily related to lower revenue from DSA and TSA.

 

License fees and services revenue decreased $3.0 million, or 36%, to $5.3 million for the six months ended June 30, 2011 from $8.3 million for the six months ended June 30, 2010.  The decrease in revenue is primarily related to lower revenue from DSA and TSA.

 

Customer Support

 

Customer support revenue increased $0.5 million, or 25%, to $2.4 million for the three months ended June 30, 2011 from $1.9 million for the three months ended June 30, 2010. The growth in customer support revenue is due to increased revenue from DSA and TSA.

 

Customer support revenue increased $0.7 million, or 20%, to $4.6 million for the six months ended June 30, 2011 from $3.9 million for the six months ended June 30, 2010.  The growth in customer support revenue is due to increased revenue from DSA and TSA.

 

Costs of Revenue, Excluding Depreciation and Amortization

 

Costs of revenue, excluding depreciation and amortization, consist primarily of personnel costs and other direct costs associated with these personnel, facilities costs, costs of third-party software and partner commissions.  Costs of revenue, excluding depreciation and amortization, were $1.9 million and $2.0 million for the three months ended June 30, 2011 and 2010, respectively.

 

21



Table of Contents

 

Costs of revenue, excluding depreciation and amortization, were $3.8 million and $4.4 million for the six months ended June 30, 2011 and 2010, respectively.

 

Costs of License Fees and Services, Excluding Depreciation and Amortization

 

Costs of license fees and services, excluding depreciation and amortization, decreased $0.3 million, or 18%, to $1.2 million for the three months ended June 30, 2011 from $1.5 million for the three months ended June 30, 2010.  The decrease in costs is primarily from lower software, subcontractor and partner costs as well as lower incentive compensation, which are all related to the decreased revenue during the period. As a percentage of license fees and services revenue, costs of license fees and services, excluding depreciation and amortization, increased to 58% for the three months ended June 30, 2011 from 36% for the three months ended June 30, 2010.  The increase in costs as a percentage of revenue is primarily the result of lower revenue during the period.

 

Costs of license fees and services, excluding depreciation and amortization, decreased $0.7 million, or 23%, to $2.4 million for the six months ended June 30, 2011 from $3.1 million for the six months ended June 30, 2010.  The decrease in costs is primarily from lower software, subcontractor and partner costs as well as lower incentive compensation and travel expense, which are all related to the decreased revenue during the period. As a percentage of license fees and services revenue, costs of license fees and services, excluding depreciation and amortization, increased to 46% for the six months ended June 30, 2011 from 38% for the six months ended June 30, 2010.  The increase in costs as a percentage of revenue is primarily the result of lower revenue during the period partially offset by the aforementioned decreased costs during the period.

 

Costs of Customer Support, Excluding Depreciation and Amortization

 

Costs of customer support, excluding depreciation and amortization, increased $0.1 million, or 23%, to $0.7 million for the three months ended June 30, 2011 from $0.6 million for the three months ended June 30, 2010.  The increase in costs is related to supporting increased revenue during the period. As a percentage of customer support revenue, costs of customer support revenue, excluding depreciation and amortization, remained at 31% for the three months ended June 30, 2011 and 2010.

 

Costs of customer support, excluding depreciation and amortization, increased $0.1 million, or 12%, to $1.4 million for the six months ended June 30, 2011 from $1.3 million for the six months ended June 30, 2010.  The increase in costs is related to supporting increased revenue during the period. As a percentage of customer support revenue, costs of customer support revenue, excluding depreciation and amortization, decreased to 31% for the six months ended June 30, 2011 from 33% for the six months ended June 30, 2010.  The decrease in costs of customer support as a percentage of customer support revenue is primarily the result of increased revenue.

 

Sales and Marketing

 

Sales and marketing expenses primarily consist of compensation costs, including incentive compensation and commissions, travel expenses, advertising, marketing and facilities expenses. Sales and marketing expenses decreased $0.1 million, or 10%, to $1.5 million for the three months ended June 30, 2011 from $1.6 million for the three months ended June 30, 2010.  The decrease in costs is primarily related to lower commissions due to lower sales bookings. As a percentage of total revenue, sales and marketing expenses increased to 33% for the three months ended June 30, 2011 from 27% for the three months ended June 30, 2010. The increase in sales and marketing costs as a percentage of revenue is primarily due to decreased revenue during the period.

 

Sales and marketing expenses remained at $3.3 million for the six months ended June 30, 2011 and 2010.  As a percentage of total revenue, sales and marketing expenses increased to 33% for the six months ended June 30, 2011 from 27% for the six months ended June 30, 2010. The increase in sales and marketing costs as a percentage of revenue is primarily due to decreased revenue during the period.

 

General and Administrative

 

General and administrative expenses consist principally of employee related costs and professional fees for the following departments: facilities, finance, legal, human resources, and certain executive management.  General and administrative expenses decreased $0.3 million, or 29%, to $0.9 million from $1.2 million for the three months ended June 30, 2011 and 2010, respectively.  As a percentage of revenue, general and administrative expenses for the three months ended June 30, 2011 and 2010, decreased to 19% from 20%, respectively. The decrease in costs and as a percentage of revenue is primarily due to lower incentive compensation, equity compensation and lower professional fees.

 

General and administrative expenses decreased $0.4 million, or 20%, to $2.0 million from $2.4 million for the six months ended June 30, 2011 and 2010, respectively. The decrease in costs is primarily due to lower incentive compensation, equity compensation expense and lower professional fees. As a percentage of total revenue, general and administrative expenses for the six months ended June 30, 2011 and 2010 remained at 20%.

 

Product Development

 

Product development expenses consist primarily of employee related costs and subcontractor expenses.  Product development expenses decreased $0.1 million, or 16%, to $0.6 million from $0.7 million for the three months ended June 30, 2011 and 2010,

 

22



Table of Contents

 

respectively.  The decrease in costs is primarily related to lower headcount related costs and lower travel costs. As a percentage of revenue, product development expenses for the three months ended June 30, 2011 and 2010, increased to 12% from 11%, respectively.  The increase in expenses and as a percentage of revenue is primarily due to the decrease in revenue.

 

Product development expenses remained at $1.2 million for the six months ended June 30, 2011 and 2010.  As a percentage of revenue, product development expenses for the six months ended June 30, 2011 and 2010, increased to 12% from 10%, respectively.  The increase in expenses and as a percentage of revenue is primarily due to the decrease in revenue.

 

Depreciation

 

Depreciation expense consists of depreciation of long-lived property and equipment.  Depreciation expense remained at $0.1 million for the three months ended June 30, 2011 and 2010. As a percentage of total revenue, depreciation expense for the three months ended June 30, 2011 and 2010, increased to 2% from 1%, respectively. The increase in expenses and as a percentage of revenue is primarily due to the decrease in revenue.

 

Depreciation expense decreased $0.1 million, or 16% to $0.1 million from $0.2 million for the six months ended June 30, 2011 and 2010, respectively. As a percentage of total revenue, depreciation expense for the three months ended June 30, 2011 and 2010, remained at 1%.

 

Amortization

 

Amortization expense consists of amortization of identifiable intangible assets acquired through our acquisition of Evolving Systems U.K.  Amortization expense remained at $0.2 million for the three months ended June 30, 2011and 2010. As a percentage of total revenue, amortization expense for the three months ended June 30, 2011 and 2010, increased to 4% from 3%, respectively. The increase in expenses and as a percentage of revenue is primarily due to the decrease in revenue.

 

Amortization expense remained at $0.3 million for the six months ended June 30, 2011and 2010. As a percentage of total revenue, amortization expense for the six months ended June 30, 2011 and 2010, increased to 4% from 3%, respectively. The increase in expenses and as a percentage of revenue is primarily due to the decrease in revenue.

 

Restructuring

 

Restructuring expense of $0.6 million was recorded for the three and six months ended June 30, 2011. There was no restructuring expense during the three or six months ended June 30, 2010.

 

Interest Expense

 

Interest expense includes interest expense on our long-term debt and capital lease obligations as well as amortization of debt issuance costs.  Interest expense was $1,000 and $22,000 for the three months ended June 30, 2011 and 2010, respectively. The decrease of $21,000 is primarily due to the expiration of our revolving credit facilities in the first quarter of 2011.

 

Interest expense was $13,000 and $61,000 for the six months ended June 30, 2011 and 2010, respectively. The decrease of $48,000 is primarily due to the expiration of our revolving credit facilities in the first quarter of 2011.

 

Foreign Currency Exchange Gain (Loss)

 

Foreign currency transaction gains (losses) resulted from transactions denominated in a currency other than the functional currency of the respective subsidiary and were $7,000 and ($0.1) million for the three months ended June 30, 2011 and 2010, respectively and $0.1 million and ($0.1) million for the six months ended June 30, 2011 and 2010, respectively.  The gains (losses) were generated primarily through the re-measurement of certain non-functional currency denominated financial assets and liabilities of our Evolving Systems U.K. and India subsidiaries.

 

Income Taxes

 

We recorded net income tax expense (benefit) of ($2.0 million) and $8,000 for the three months ended June 30, 2011 and 2010, respectively.  The net income tax benefit during the three months ended June 30, 2011 consisted of current income tax expense of $0.4 million and a deferred tax benefit of $2.4 million. The current tax expense consists primarily of income tax from our U.K.-based operations, income taxes related to our operations in India and unrecoverable foreign withholding tax in the U.S. Most of the U.K. income tax expense was related to placing a valuation allowance on foreign tax credits in the U.K. The tax credits are typically used to offset our income tax liability. The valuation allowance was placed on the tax credits, since we are not certain we will have enough taxable income to utilize the tax credits. The deferred tax benefit was related to the release of our valuation allowance on our domestic deferred tax asset. The deferred tax asset was primarily from net operating loss carryforwards (“NOL’s”) of approximately $45 million. We also had a tax benefit related to intangible assets from our U.K.-based operations. The net income tax expense during the three months ended June 30, 2010 consisted of income tax expense of $79,000 and a deferred tax benefit of $71,000. The current tax expense consists of current income tax from our U.K.-based operations, Alternative Minimum Tax (“AMT”) and unrecoverable foreign withholding tax in the U.S. and Minimum Alternative Tax (“MAT”) from our Indian operations. The deferred tax benefit was related to intangible assets from our U.K.-based operations.

 

23