UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended June 30, 2009
Or
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|
o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
to
Commission file number 001-32711
SoftBrands, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of incorporation or organization)
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41-2021446
(I.R.S. Employer Identification No.)
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800 LaSalle Avenue, Suite 2100
Minneapolis, Minnesota
(Address of principal executive offices)
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55402
(Zip Code)
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(612) 851-1500
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. YES
þ
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 during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files). YES
o
NO
o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
þ
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). YES
o
NO
þ
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of
the latest practicable date.
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Common Stock, par value $.01 per share
(Title of class)
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44,866,535
(Outstanding at July 31, 2009)
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SoftBrands, Inc.
Quarterly Report on Form 10-Q
Table of Contents
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
3
SoftBrands, Inc.
Consolidated Balance Sheets
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June 30,
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September 30,
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2009
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2008
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(In thousands, except share and per share data)
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(Unaudited)
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(See Note 1)
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ASSETS
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Current assets:
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Cash and cash equivalents
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$
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14,967
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$
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11,948
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Accounts receivable, net
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19,400
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21,665
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Prepaid expenses and other current assets
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4,213
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4,791
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Total current assets
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38,580
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38,404
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Furniture, fixtures and equipment, net
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1,772
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2,095
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Goodwill
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35,411
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35,591
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Intangible assets, net
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2,272
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4,346
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Other long-term assets
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323
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425
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Total assets
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$
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78,358
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$
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80,861
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LIABILITIES AND STOCKHOLDERS EQUITY
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Current liabilities:
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Current portion of long-term obligations
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$
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3,264
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$
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3,407
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Revolving loan
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8,074
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7,782
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Accounts payable
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2,858
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5,194
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Accrued expenses
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6,970
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7,474
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Deferred revenue
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21,560
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21,500
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Other current liabilities
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1,751
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2,820
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Total current liabilities
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44,477
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48,177
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Long-term obligations
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10,240
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12,667
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Other long-term liabilities
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516
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487
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Total liabilities
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55,233
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61,331
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Commitments and contingencies (Note 5)
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Stockholders equity:
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Series A and undesignated preferred stock, $.01 par value; 10,647,973
shares authorized; no shares issued or outstanding
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Series B convertible preferred stock, $.01 par value; 4,331,540 shares
authorized, issued and outstanding; liquidation value of $4,591
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5,068
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5,068
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Series C-1 convertible preferred stock, $.01 par value; 18,000 shares
authorized, issued and outstanding; liquidation value of $18,000
plus unpaid dividends of $724 and $368, respectively
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18,000
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18,000
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Series D convertible preferred stock, $.01 par value; 6,673 shares
authorized, 6,000 shares issued and outstanding; liquidation
value of
$6,000 plus unpaid dividends of $241 and $123, respectively
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5,051
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5,051
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Common stock, $.01 par value; 110,000,000 shares authorized; 44,866,535
and 41,931,386 shares issued and outstanding, respectively
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448
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419
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Additional paid-in capital
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175,043
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174,348
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Accumulated other comprehensive loss
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(1,067
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)
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(939
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)
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Accumulated deficit
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(179,418
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)
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(182,417
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)
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Total stockholders equity
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23,125
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19,530
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Total liabilities and stockholders equity
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$
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78,358
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$
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80,861
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The accompanying notes are an integral part of these consolidated financial statements.
4
SoftBrands, Inc.
Consolidated Statements of Operations
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Three Months Ended
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Nine Months Ended
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June 30,
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June 30,
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2009
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2008
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2009
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2008
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(In thousands, except per share data)
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(Unaudited)
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(Unaudited)
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(Unaudited)
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(Unaudited)
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Revenues:
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Software licenses
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$
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2,229
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$
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4,278
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$
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11,791
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$
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11,287
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Maintenance and support
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12,726
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14,360
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38,249
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41,437
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Professional services
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4,676
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7,177
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14,304
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16,794
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Third-party software and hardware
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1,001
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1,548
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3,196
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3,749
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Total revenues
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20,632
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27,363
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67,540
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73,267
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Cost of revenues:
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Software licenses
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355
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499
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1,949
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1,677
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Maintenance and support
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3,596
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3,907
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10,965
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|
|
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12,063
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Professional services
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3,835
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4,199
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12,500
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|
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12,214
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Third-party software and hardware
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|
612
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1,535
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2,418
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3,452
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|
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Total cost of revenues
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8,398
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|
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10,140
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27,832
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29,406
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|
|
|
|
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|
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|
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|
|
|
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Gross profit
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12,234
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17,223
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39,708
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43,861
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Operating expenses:
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|
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Selling and marketing
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3,140
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4,578
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10,775
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14,498
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Research and product development
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3,514
|
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|
|
4,305
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|
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11,447
|
|
|
|
12,150
|
|
General and administrative
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4,409
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|
|
|
4,556
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|
|
|
13,499
|
|
|
|
15,437
|
|
Restructuring related charges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
Total operating expenses
|
|
|
11,063
|
|
|
|
13,439
|
|
|
|
35,721
|
|
|
|
42,110
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
1,171
|
|
|
|
3,784
|
|
|
|
3,987
|
|
|
|
1,751
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
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Interest expense
|
|
|
(259
|
)
|
|
|
(303
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)
|
|
|
(831
|
)
|
|
|
(1,291
|
)
|
Other income (expense), net
|
|
|
(145
|
)
|
|
|
183
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|
|
|
(47
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)
|
|
|
693
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|
|
|
|
|
|
|
|
|
|
|
|
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|
Income from continuing operations before
provision for income taxes
|
|
|
767
|
|
|
|
3,664
|
|
|
|
3,109
|
|
|
|
1,153
|
|
Provision for income taxes
|
|
|
22
|
|
|
|
3,236
|
|
|
|
472
|
|
|
|
1,013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
|
745
|
|
|
|
428
|
|
|
|
2,637
|
|
|
|
140
|
|
Income from discontinued operations, net of tax
|
|
|
|
|
|
|
|
|
|
|
362
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
745
|
|
|
|
428
|
|
|
|
2,999
|
|
|
|
140
|
|
Preferred stock dividends
|
|
|
(485
|
)
|
|
|
(485
|
)
|
|
|
(1,456
|
)
|
|
|
(1,461
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) available to common shareholders
|
|
$
|
260
|
|
|
$
|
(57
|
)
|
|
$
|
1,543
|
|
|
$
|
(1,321
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
49,298
|
|
|
|
41,880
|
|
|
|
48,257
|
|
|
|
41,708
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
|
49,412
|
|
|
|
41,880
|
|
|
|
48,352
|
|
|
|
41,708
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
0.01
|
|
|
$
|
|
|
|
$
|
0.02
|
|
|
$
|
(0.03
|
)
|
Discontinued operations
|
|
|
|
|
|
|
|
|
|
|
0.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
0.01
|
|
|
$
|
|
|
|
$
|
0.03
|
|
|
$
|
(0.03
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
5
SoftBrands, Inc.
Consolidated Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended June 30,
|
|
|
|
2009
|
|
|
2008
|
|
(In thousands)
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
$
|
2,637
|
|
|
$
|
140
|
|
Adjustments to reconcile income from continuing operations to net cash
provided by operating activities:
|
|
|
|
|
|
|
|
|
Deferred income taxes
|
|
|
249
|
|
|
|
1,013
|
|
Amortization
|
|
|
2,068
|
|
|
|
2,442
|
|
Depreciation
|
|
|
724
|
|
|
|
1,065
|
|
Stock-based compensation
|
|
|
1,186
|
|
|
|
1,706
|
|
Provision for doubtful accounts
|
|
|
903
|
|
|
|
775
|
|
Other
|
|
|
7
|
|
|
|
40
|
|
Change in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
1,439
|
|
|
|
(9,600
|
)
|
Prepaid expenses and other current assets
|
|
|
578
|
|
|
|
(609
|
)
|
Accounts payable
|
|
|
(2,336
|
)
|
|
|
(432
|
)
|
Accrued expenses
|
|
|
(978
|
)
|
|
|
110
|
|
Deferred revenue
|
|
|
60
|
|
|
|
5,628
|
|
Other current liabilities
|
|
|
(1,069
|
)
|
|
|
62
|
|
Other long-term assets and liabilities
|
|
|
77
|
|
|
|
(299
|
)
|
|
|
|
|
|
|
|
Net cash provided by continuing operations
|
|
|
5,545
|
|
|
|
2,041
|
|
Net cash provided by discontinued operations
|
|
|
362
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
5,907
|
|
|
|
2,041
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
Purchases of furniture, fixtures and equipment
|
|
|
(470
|
)
|
|
|
(583
|
)
|
Purchase of intangible assets
|
|
|
|
|
|
|
(129
|
)
|
Change in restricted cash
|
|
|
|
|
|
|
63
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(470
|
)
|
|
|
(649
|
)
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
Short-term borrowings, net of repayments
|
|
|
292
|
|
|
|
5,530
|
|
Repayment of long-term obligations
|
|
|
(2,570
|
)
|
|
|
(2,643
|
)
|
Net proceeds from issuance of common stock from stock options
|
|
|
|
|
|
|
76
|
|
Preferred stock dividends paid
|
|
|
|
|
|
|
(981
|
)
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
(2,278
|
)
|
|
|
1,982
|
|
|
|
|
|
|
|
|
Effect of exchange rates on cash balances
|
|
|
(140
|
)
|
|
|
(34
|
)
|
|
|
|
|
|
|
|
Change in cash and cash equivalents
|
|
|
3,019
|
|
|
|
3,340
|
|
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
Beginning of period
|
|
|
11,948
|
|
|
|
8,682
|
|
|
|
|
|
|
|
|
End of period
|
|
$
|
14,967
|
|
|
$
|
12,022
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
6
SoftBrands, Inc.
Notes to Consolidated Financial Statements
Note 1. General
Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America for interim financial
information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly,
these financial statements do not include all of the information and footnotes required by
accounting principles generally accepted in the United States of America. We have included all
normal recurring adjustments considered necessary to give a fair statement of our consolidated
financial position, results of operations and cash flows for the interim periods shown. Operating
results for these interim periods are not necessarily indicative of the results to be expected for
the full fiscal year. The September 30, 2008 balance sheet data was derived from our audited
financial statements at that date. For further information, refer to the consolidated financial
statements and accompanying notes included in our Annual Report on Form 10-K for the fiscal year
ended September 30, 2008.
Consolidation
The accompanying unaudited consolidated financial statements include the accounts of
SoftBrands, Inc. and all of its subsidiaries. All significant intercompany accounts and
transactions have been eliminated in the consolidated financial statements.
Use of Estimates
The preparation of financial statements in accordance with accounting principles generally
accepted in the United States of America requires management to make estimates and assumptions that
affect the reported amounts. Due to the inherent uncertainty involved in making estimates, actual
results in future periods may differ from those estimates.
Fiscal Periods
Our fiscal year is from October 1 to September 30. References herein to our third quarter and
third quarter year-to-date relate to the three and nine month periods ended June 30. References to
the years 2009 and 2008 relate to our fiscal years ended September 30, 2009 and 2008, respectively.
Liquidity
We were profitable in fiscal year 2008 and the first nine months of fiscal year 2009; however,
prior to these periods we have incurred losses before income taxes for several years. We have
negative working capital, due primarily to deferred revenue, and have a significant accumulated
deficit. We believe that cash flows from operations together with our cash and cash equivalents
and borrowing capacity under our revolving credit facility will be sufficient to meet our
commitments and our cash requirements for at least the next twelve months. At June 30, 2009, our
borrowing capacity was $0.9 million under the revolving credit facility, which expires in August
2013. Our credit agreement requires us to satisfy specific financial and operational covenants,
including the requirement to maintain, at the end of each calendar quarter, a minimum level of
earnings before interest, taxes, depreciation and amortization (EBITDA) measured for the twelve
months then ended.
On June 11, 2009, we amended our credit agreement to reduce the minimum EBITDA requirement for
the twelve months ended June 30, 2009 from $12.0 million to $10.75 million. Our actual EBITDA,
calculated according to the credit agreement, was $12.0 million for the twelve months ended June
30, 2009. The minimum EBITDA requirement for each quarter thereafter, is $12.0 million. On July
21, 2009, we executed a limited waiver to our credit agreement whereby our lender waived our
non-compliance, solely for May and June 2009, with a requirement that prohibits us from having cash
outside of the United States and China in an aggregate amount in excess of $5.0 million at any one
time.
7
While we are currently in compliance with the covenants in our credit agreement, and expect to
be in the future, we have been required to renegotiate debt agreements in the past when we violated
certain covenants. We cannot be certain that, if we were to violate the credit agreement in the
future, the lender would be agreeable to renegotiation. If they were not, we would be required to
find alternative financing to repay the debt, or risk that the lender would seek to dispose of some
or all of our assets to repay the debt. We currently do not have arrangements for alternative
financing, and if we were forced to obtain financing in a short period of time to avoid default,
financing might not be available, or the terms of that financing might be very disadvantageous to
us and to our stockholders.
Concentrations of Credit Risk
At June 30, 2009, we had one customer that represented approximately $5.2 million, or 27%, of
our consolidated accounts receivable balance. At September 30, 2008, we had one customer that
represented approximately $4.2 million, or 19%, of our consolidated accounts receivable balance.
Subsequent Events
In May 2009, the FASB issued Statement of Financial Accounting Standards No. 165,
Subsequent
Events
(SFAS 165). SFAS 165 establishes general accounting for and disclosure of events that
occur after the balance sheet date but before the financial statements are issued or available to
be issued. This statement also outlines the circumstances under which an entity would need to
record transactions occurring after the balance sheet date in the financial statements. These new
disclosures identify the date through which the entity has evaluated subsequent events. SFAS 165
is effective for interim or annual financial periods ending after June 15, 2009. We have adopted
SFAS 165 in our third quarter 2009 and there was no impact on our consolidated financial
statements. We have evaluated subsequent events through August 6, 2009, the filing date of this
Quarterly Report on Form 10-Q.
New Accounting Pronouncements
In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157,
Fair
Value Measurements
(SFAS 157). SFAS 157 establishes a framework for measuring fair value in
generally accepted accounting principles, clarifies the definition of fair value and expands
disclosures about fair value measurements. SFAS 157 does not require any new fair value
measurements. However, the application of SFAS 157 may change current practice for some entities.
SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15,
2007, and interim periods within those fiscal years (our fiscal year 2009). In February 2008, the
FASB issued FASB Staff Position FAS 157-2 (FSP FAS 157-2)
Effective Date of FASB Statement No.
157
which delays the effective date of SFAS 157, for non-financial assets and non-financial
liabilities that are recognized or disclosed in the financial statements on a nonrecurring basis,
to fiscal years beginning after November 15, 2008 (our fiscal year 2010). These non-financial
items include assets and liabilities such as reporting units measured at fair value in a goodwill
impairment test and non-financial assets acquired and non-financial liabilities assumed in a
business combination. We have not applied the provisions of SFAS 157 to our non-financial assets
and non-financial liabilities in accordance with FSP FAS 157-2.
In April 2009, the FASB issued FASB Staff Position SFAS 157-4,
Determining Whether a Market Is
Not Active and a Transaction Is Not Distressed
(FSP FAS 157-4) which further clarifies the
principles established by SFAS 157 and is effective for periods ending after June 15, 2009. We
have adopted FSP FAS 157-4 in our third quarter 2009 and there was no impact on our consolidated
financial statements.
In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141 (revised
2007),
Business Combinations
(SFAS 141R). SFAS 141R expands the definition of a business and a
business combination and will significantly change the accounting for business combinations in a
number of areas including the treatment of contingent consideration, contingencies, acquisition
costs, IPR&D and restructuring costs. In addition, under SFAS 141R, changes in deferred tax asset
valuation allowances and acquired income tax uncertainties from a business combination after the
measurement period will impact income tax expense. SFAS 141R is effective for fiscal years
beginning after December 15, 2008 (our fiscal year 2010). With the adoption of SFAS 141R, our
accounting for future business combinations, if any, will change on a prospective basis beginning
in the first quarter of fiscal year 2010. In relation to previous acquisitions, the provisions of
SFAS 141R will require any release of valuation allowance recorded through purchase accounting to
be included as a decrease in income taxes or an increase in tax benefits in our consolidated
statement of operations. Furthermore, as a result of the expansion of the definition of a
business, for goodwill impairment testing purposes we may have additional reporting units under
Statement of Financial Accounting Standards No. 142,
Goodwill and Other Intangible Assets
,
upon adoption of SFAS 141R.
8
In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160,
Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51
(SFAS
160). SFAS 160 will change the accounting and reporting for minority interests, which will be
recharacterized as noncontrolling interests and classified as a component of equity. This new
consolidation method will significantly change the accounting for transactions with minority
interest holders. SFAS 160 is effective for fiscal years beginning after December 15, 2008 (our
fiscal year 2010). We have not yet determined the impact, if any, of SFAS 160 on our consolidated
financial statements.
In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161,
Disclosures about Derivative Instruments and Hedging Activities an amendment of FASB Statement
No. 133
(SFAS 161). SFAS 161 requires enhanced disclosures regarding derivatives and hedging
activities, including (a) the manner in which an entity uses derivative instruments, (b) the manner
in which derivative instruments and related hedged items are accounted for under Statement of
Financial Accounting Standards No. 133,
Accounting for Derivative Instruments and Hedging
Activities
, and (c) the effect of derivative instruments and related hedged items on an entitys
financial position, financial performance and cash flows. SFAS 161 is effective for fiscal years
and interim periods beginning after November 15, 2008 (our second quarter of fiscal 2009). As SFAS
161 relates specifically to disclosures, and historically we have not had any hedging activities,
it will have no impact on our consolidated financial statements.
In April 2008, the FASB issued FASB Staff Position 142-3,
Determination of the Useful Life of
Intangible Assets
(FSP 142-3). FSP 142-3 amends the factors that should be considered in
developing renewal or extension assumptions used to determine the useful life of a recognized
intangible asset under Statement of Financial Accounting Standards No. 142,
Goodwill and Other
Intangible Assets
. FSP 142-3 is effective for fiscal years beginning after December 15, 2008 (our
fiscal year 2010). We have not yet determined the impact, if any, of FSP 142-3 on our consolidated
financial statements.
In June 2008, the FASB ratified the consensus reached on Emerging Issues Task Force (EITF)
Issue No. 07-05,
Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entitys
Own Stock
(EITF 07-05). EITF 07-05 clarifies the determination of whether an instrument (or an
embedded feature) is indexed to an entitys own stock, which would qualify as a scope exception
under Statement of Financial Accounting Standards No. 133,
Accounting for Derivative Instruments
and Hedging Activities
. EITF 07-05 is effective for financial statements issued for fiscal years
beginning after December 15, 2008 (our fiscal year 2010). Early adoption for an existing
instrument is not permitted. We have not yet determined the impact, if any, of EITF 07-05 on our
consolidated financial statements.
Note 2. Pending Merger
On June 11, 2009, SoftBrands, Inc. (SoftBrands), Steel Holdings, Inc. (Steel Holdings) and
Steel Merger Sub, Inc., a wholly owned subsidiary of Steel Holdings (Merger Sub), entered into an
Agreement and Plan of Merger (the Merger Agreement), pursuant to which Steel Holdings has agreed
to acquire all of our outstanding common stock for $0.92 per share in cash and purchase or redeem
all of our outstanding preferred stock for cash as outlined below. Under the terms and conditions
of the Merger Agreement, Merger Sub will merge with and into SoftBrands (the Merger), with
SoftBrands continuing as the surviving corporation and as a wholly owned subsidiary of Steel
Holdings. Steel Holdings is a wholly owned subsidiary of investment funds managed by Golden Gate
Private Equity, Inc. and is an affiliate of Infor Global Solutions Holdings Ltd., one of the
largest privately held software companies in the world.
9
Subject to the terms and conditions of the Merger Agreement, at the effective time and as a
result of the Merger:
|
|
|
Each share of our common stock issued and outstanding will be converted into the right
to receive a cash amount of $0.92, without interest;
|
|
|
|
|
Each share of our Series B Convertible Preferred Stock issued and outstanding will be
converted into the right to receive a cash amount of $1.06, without interest;
|
|
|
|
|
Each share of our Series C-1 and Series D Convertible Preferred Stock issued and
outstanding will be converted into the right to receive a cash amount of $1,000.00 plus any
accrued but unpaid dividends, without interest;
|
|
|
|
|
Each warrant outstanding to purchase our common stock that has not been canceled or
exercised at such time will be canceled and converted into the right to receive a lump sum
cash payment, without interest, equal to the excess, if any, of: (i) $0.92 multiplied by
the number of shares of common stock subject to such warrant; over (ii) the exercise price
per share multiplied by the number of shares subject to such warrant;
|
|
|
|
|
Each option to purchase our common stock or stock appreciation rights outstanding,
whether or not vested or exercisable, will be accelerated and canceled, and converted into
the right to receive a lump sum cash payment, without interest, equal to the excess, if
any, of: (i) $0.92 multiplied by the number of shares of common stock subject to such
option or stock appreciation right; over (ii) the exercise price per share multiplied by
the number of shares of subject to such option or stock appreciation right; and
|
|
|
|
|
Each of our unvested restricted stock units, restricted shares and similar stock-based
awards outstanding will be accelerated and canceled, and converted into the right to
receive a lump sum cash payment, without interest, equal to product of: (i) $0.92
multiplied by (ii) the number of shares of common stock subject to issuance upon settlement
of such stock-based awards.
|
In accordance with the terms of the Merger Agreement, immediately prior to the effective time
of the Merger, we will transfer, on a pro rata basis (with the Series B Preferred Stock, Series C-1
Preferred Stock and Series D Preferred Stock counted on an as-converted-to-common stock basis), our
10% interest in the net proceeds of the AremisSoft liquidating trust to the holders of our stock at
such time and warrant holder Capital Resource Partners IV, L.P. (CRP). Any future distributions
pursuant to the 10% interest in the net proceeds of the AremisSoft liquidating trust will be made
to those stockholders who owned our stock immediately prior to the effective time of the Merger and
to warrant holder CRP. We engaged an independent appraisal firm to assist in determining the fair
market value of our 10% interest in the trust. Based on the information provided by the
independent appraisal firm, we have determined that fair value, on a per share basis, to be $0.02
per share as of July 21, 2009. The amount of future cash distributions from the
AremisSoft liquidating trust, if any, is uncertain.
Subject to certain exceptions, unless approved by Steel Holdings, prior to the completion of
the Merger or termination of the Merger Agreement, SoftBrands, among other things, agrees that it:
10
|
|
|
will carry on our business in the usual, regular and ordinary course substantially in
the same manner as it was conducted prior to entering into the Merger Agreement and in
compliance with all applicable legal requirements and the requirements of all material
contracts;
|
|
|
|
|
will not issue, authorize for issuance, sell, grant, pledge, encumber, deliver or
otherwise dispose of any of our securities, except for the issuance and sale of our common
stock pursuant to options to purchase our common stock or stock-based awards outstanding
prior to the date of the merger agreement; and
|
|
|
|
|
will not declare, set aside or pay any dividend on, or other distribution (whether in
cash, shares or property) in respect of, any of our capital stock.
|
If the Merger is completed, our common stock will no longer be traded on the NYSE Amex
Equities and will be deregistered under the Securities Exchange Act of 1934, as amended, as soon as
practicable following the completion of the Merger.
The closing of the Merger is subject to customary closing conditions, including antitrust
review and the approval of our stockholders. We received notification on July 6, 2009 that the
U.S. Department of Justice and Federal Trade Commission had granted early termination of the
Hart-Scott-Rodino waiting period for the proposed transaction. The Special Meeting of Stockholders
is scheduled to be held on August 12, 2009 for stockholders to consider and vote on the proposal to
adopt the Merger Agreement. If approved, we currently anticipate that the closing of the Merger
will take place shortly thereafter.
We have filed with the Securities and Exchange Commission (SEC) a definitive proxy statement
and other relevant materials relating to the proposed Merger with Steel Holdings. The definitive
proxy statement was filed with the SEC on July 13, 2009 and mailed on or about that date to our
stockholders of record as of the close of business on July 8, 2009. A more detailed description of
the Merger Agreement and the Merger can be found in these materials.
Note 3. Goodwill and Intangible Assets
Goodwill
The carrying amount of goodwill by reporting unit was as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
|
September 30,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
Manufacturing
|
|
$
|
20,494
|
|
|
$
|
20,674
|
|
Hospitality
|
|
|
14,917
|
|
|
|
14,917
|
|
|
|
|
|
|
|
|
|
|
$
|
35,411
|
|
|
$
|
35,591
|
|
|
|
|
|
|
|
|
The change in the carrying amount of goodwill from September 30, 2008 to June 30, 2009 was
primarily the result of the utilization of pre-acquisition net operating loss carry forwards in our
manufacturing segment for which a valuation allowance had been established in purchase accounting
for our Fourth Shift acquisition in 2001.
In accordance with Statement of Financial Accounting Standards No. 142,
Goodwill and Other
Intangible Assets
, we are required to assess the carrying amount of our goodwill for potential
impairment annually or more frequently if circumstances indicate that impairment may have occurred.
Historically, our market capitalization has been well above the carrying value of our equity and there has been no indication of potential
impairment. The results of our most recent annual assessment performed at the end of fiscal 2008
did not indicate any impairment of our goodwill.
During the first three quarters of 2009 the price of our common stock has been significantly
impacted by the volatility in the U.S. equity markets. The market price of our common stock has
ranged from a low of $0.15 per share to a high of $1.00 per share during this time. The market
value of our consolidated equity was calculated at
11
$55.6 million as of June 30, 2009, based on the
closing price of our common stock on that date, which exceeded the carrying value of $23.1 million.
As discussed in Note 2, the terms of our pending merger further demonstrate that there has been no
indication of potential impairment as the purchase price exceeds the carrying value of our
consolidated equity.
The continued market volatility, and the volatility in our stock price, does not indicate to
us that there has been a significant and permanent decline in our market capitalization where our
goodwill would be impaired. However, continued uncertainty in market conditions may continue to
negatively impact our market capitalization, and we will continue to monitor and evaluate the
carrying value of our goodwill.
12
Intangible Assets
Intangible assets were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2009
|
|
September 30, 2008
|
|
|
Gross
|
|
|
|
|
|
Net
|
|
Gross
|
|
|
|
|
|
Net
|
|
|
Carrying
|
|
Accumulated
|
|
Carrying
|
|
Carrying
|
|
Accumulated
|
|
Carrying
|
|
|
Amount
|
|
Amortization
|
|
Amount
|
|
Amount
|
|
Amortization
|
|
Amount
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquired technology
|
|
$
|
21,215
|
|
|
$
|
(21,111
|
)
|
|
$
|
104
|
|
|
$
|
21,216
|
|
|
$
|
(20,923
|
)
|
|
$
|
293
|
|
Capitalized software
development
|
|
|
3,707
|
|
|
|
(3,600
|
)
|
|
|
107
|
|
|
|
3,707
|
|
|
|
(2,950
|
)
|
|
|
757
|
|
Consulting and
non compete agreements
|
|
|
2,952
|
|
|
|
(2,943
|
)
|
|
|
9
|
|
|
|
2,952
|
|
|
|
(2,244
|
)
|
|
|
708
|
|
Customer relationships
|
|
|
2,700
|
|
|
|
(1,475
|
)
|
|
|
1,225
|
|
|
|
2,700
|
|
|
|
(1,085
|
)
|
|
|
1,615
|
|
Other
|
|
|
2,057
|
|
|
|
(1,230
|
)
|
|
|
827
|
|
|
|
2,059
|
|
|
|
(1,086
|
)
|
|
|
973
|
|
|
|
|
|
|
|
|
$
|
32,631
|
|
|
$
|
(30,359
|
)
|
|
$
|
2,272
|
|
|
$
|
32,634
|
|
|
$
|
(28,288
|
)
|
|
$
|
4,346
|
|
|
|
|
|
|
Total amortization expense for intangible assets was $0.7 million for third quarter 2009 and
$0.8 million for third quarter 2008. Total amortization expense for intangible assets was $2.1
million for third quarter year-to-date 2009 and $2.4 million for third quarter year-to-date 2008.
Amortization of acquired technology and capitalized software development used for resale is
recorded as cost of revenues related to software licenses.
The estimated future annual amortization expense for intangibles subject to amortization is as
follows (in thousands):
|
|
|
|
|
Remainder of 2009
|
|
$
|
349
|
|
2010
|
|
|
731
|
|
2011
|
|
|
655
|
|
2012
|
|
|
110
|
|
2013
|
|
|
100
|
|
Thereafter
|
|
|
327
|
|
|
|
|
|
|
|
$
|
2,272
|
|
|
|
|
|
Note 4. Accrued Expenses
Accrued expenses were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
|
September 30,
|
|
|
|
2009
|
|
|
2008
|
|
|
Compensation and benefits
|
|
$
|
2,932
|
|
|
$
|
2,815
|
|
Preferred stock dividends
|
|
|
965
|
|
|
|
491
|
|
Lease obligations
|
|
|
581
|
|
|
|
912
|
|
Sales taxes
|
|
|
434
|
|
|
|
584
|
|
Professional services
|
|
|
403
|
|
|
|
263
|
|
Other
|
|
|
1,655
|
|
|
|
2,409
|
|
|
|
|
|
|
|
|
|
|
$
|
6,970
|
|
|
$
|
7,474
|
|
|
|
|
|
|
|
|
13
Note 5. Commitments and Contingencies
On July 16, 2009, a purported class action lawsuit was filed in the Court of Chancery of the
State of Delaware concerning the proposed merger. The class action was instituted by Lawrence
Elder and Lucille Elder, individually and on behalf of all public stockholders of SoftBrands,
against SoftBrands, our board of directors, Steel Holdings, Inc., Steel Merger Sub, Inc., Golden
Gate Private Equity, Inc. and Infor Global Solutions Holdings Ltd. The complaint alleges breach of
fiduciary duty by SoftBrands and the members of our board of directors arising out of the attempt
to sell SoftBrands by means of unfair process with unlawful deal protection devices, and at an
unfair price of $0.92 in cash for each share of our common stock. The complaint further alleges
that the members of our board of directors breached their fiduciary duties by engaging in self
dealing in connection with the proposed merger. The complaint also alleges that Golden Gate and
Infor aided and abetted the breach of fiduciary duties. The complaint seeks costs and disbursements
of the action, declarative and injunctive relief to prevent the consummation of the proposed
merger, and a direction to the board of directors to exercise fiduciary duties to obtain a
transaction in the stockholders best interests.
On July 30, 2009, the defendants reached an agreement in principle with the plaintiffs
regarding settlement of the lawsuit. In connection with the settlement contemplated by that
agreement in principle, the lawsuit and all claims asserted therein will be dismissed.
Although the terms of the settlement contemplated by the agreement in principle do not have a material impact on the Company, there can
be no assurance that the final settlement agreement will not have different terms.
Therefore, we cannot predict the final outcome of this lawsuit and whether the impact will be material to the Company.
On July 31, 2009, a purported class action lawsuit was filed in the District Court of the
State of Minnesota County of Hennepin concerning the proposed merger and amended on August 4, 2009.
The class action was instituted by Robert Helpert, individually and on behalf of all public
stockholders of SoftBrands, against SoftBrands, our board of directors, Steel Holdings, Inc., Steel
Merger Sub, Inc., Golden Gate Private Equity, Inc. and Infor Global Solutions Holdings Ltd. The
complaint contains substantially similar claims to those contained in the lawsuit filed in the
Court of Chancery of the State of Delaware and seeks costs and disbursements of the action,
declarative and injunctive relief to prevent the consummation of the proposed merger. Because of
the unpredictable nature of litigation, we cannot predict the outcome and whether the impact, if
any, would be material.
We are periodically engaged in litigation in the ordinary course of business, including
litigation seeking return of software licensing and servicing fees. We do not believe that any of
such litigation is material to our ongoing operations.
Note 6. Stockholders Equity
On December 31, 2008, in a non-cash transaction, we issued 2,336,507 shares of our common
stock, $0.01 par value per share, to the holders of our Series C-1 and Series D convertible
preferred stock in lieu of the approximately $1.0 million of cash dividends required to be paid on
that date. The shares were issued at $0.42 per share calculated pursuant to a Dividend Payment
Agreement. Such shares were issued without registration under the Securities Act of 1933, as
amended, and applicable state securities laws in reliance upon the exemption from registration
provided by Section 4(2) of the Securities Act of 1933 and under state securities laws.
In connection with the issuance of common stock described above, the amount of common stock
into which our outstanding convertible preferred stock can be converted, pursuant to the original
agreements, was adjusted as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Before
|
|
|
|
|
|
After
|
|
|
Adjustment
|
|
Adjustment
|
|
Adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series B convertible preferred stock
|
|
|
4,332
|
|
|
|
103
|
|
|
|
4,435
|
|
Series C-1 convertible preferred stock
|
|
|
8,955
|
|
|
|
210
|
|
|
|
9,165
|
|
Series D convertible preferred stock
|
|
|
3,593
|
|
|
|
79
|
|
|
|
3,672
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
16,880
|
|
|
|
392
|
|
|
|
17,272
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14
The holders of our Series C-1 and Series D convertible preferred stock also had the option to
receive shares of our common stock in lieu of the approximately $1.0 million of cash dividends
required to be paid on June 30, 2009. At June 30, 2009, we had recorded an accrued liability of
approximately $1.0 million for these dividends, which were paid in cash on July 1, 2009.
Additional information about our convertible preferred stock is presented in Note 12 to
Consolidated Financial Statements in our 2008 Annual Report on Form 10-K.
Note 7. Stock-Based Compensation
The SoftBrands, Inc. 2001 Stock Incentive Plan (the 2001 Plan), as amended, reserves a total
of 16,900,000 shares of our common stock for issuance under stock options, restricted stock units,
stock appreciation rights, dividend rights and other share-based awards. Upon issuance, the
estimated fair value of stock-based awards granted is recorded as compensation expense in
accordance with Statement of Financial Accounting Standards No. 123R,
Share-Based Payment
, as
interpreted by SEC Staff Accounting Bulletin No. 107. Additional information regarding our
stock-based compensation arrangements can be found in Note 3 to Consolidated Financial Statements
in our 2008 Annual Report on Form 10-K.
In February 2009, our stockholders approved an amendment to the 2001 Plan to authorize a stock
option and stock appreciation right exchange program for employees. The exchange program has not
commenced and the Compensation Committee of our Board of Directors will determine if, and when, the
exchange program will commence. The exchange program must be commenced prior to September 30, 2009
and the Compensation Committee has the discretion to terminate, amend or postpone the exchange
program at any time prior to expiration of the exchange program.
Our total stock-based compensation expense was $0.4 million for third quarter 2009 and $0.4
million for third quarter 2008. Our total stock-based compensation expense was $1.2 million for
third quarter year-to-date 2009 and $1.7 million for third quarter year-to-date 2008. The expense
was allocated as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
|
June 30,
|
|
June 30,
|
|
|
2009
|
|
2008
|
|
2009
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
$
|
52
|
|
|
$
|
38
|
|
|
$
|
154
|
|
|
$
|
199
|
|
Selling and marketing expense
|
|
|
42
|
|
|
|
30
|
|
|
|
121
|
|
|
|
116
|
|
Research and product development
expense
|
|
|
61
|
|
|
|
68
|
|
|
|
179
|
|
|
|
231
|
|
General and administrative expense
|
|
|
205
|
|
|
|
265
|
|
|
|
732
|
|
|
|
1,160
|
|
The activity for stock options was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
Weighted-Average
|
|
Aggregate
|
|
|
Number
|
|
Average
|
|
Remaining
|
|
Intrinsic
|
|
|
of Options
|
|
Exercise
|
|
Contractual
|
|
Value
|
|
|
(in thousands)
|
|
Price
|
|
Life (Years)
|
|
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, September 30, 2008
|
|
|
8,245
|
|
|
$
|
2.21
|
|
|
|
4.1
|
|
|
$
|
|
|
Cancelled
|
|
|
(785
|
)
|
|
|
1.57
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, June 30, 2009
|
|
|
7,460
|
|
|
|
2.27
|
|
|
|
3.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable, June 30, 2009
|
|
|
7,447
|
|
|
|
2.27
|
|
|
|
3.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15
The activity for restricted stock units and stock-settled stock appreciation rights was as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Stock Units
|
|
Stock Appreciation Rights
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
Weighted
|
|
|
Number
|
|
Average
|
|
Number
|
|
Average
|
|
|
of Awards
|
|
Grant Date
|
|
of Awards
|
|
Grant Date
|
|
|
(in thousands)
|
|
Fair Value
|
|
(in thousands)
|
|
Fair Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, September 30, 2008
|
|
|
1,504
|
|
|
$
|
1.78
|
|
|
|
3,062
|
|
|
$
|
0.89
|
|
Granted
|
|
|
1,164
|
|
|
|
0.52
|
|
|
|
1,180
|
|
|
|
0.35
|
|
Vested
|
|
|
(571
|
)
|
|
|
1.48
|
|
|
|
|
|
|
|
|
|
Cancelled
|
|
|
(266
|
)
|
|
|
1.61
|
|
|
|
(471
|
)
|
|
|
0.98
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, June 30, 2009
|
|
|
1,831
|
|
|
|
1.09
|
|
|
|
3,771
|
|
|
|
0.71
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At June 30, 2009, there was approximately $2.7 million of total unrecognized compensation
expense related to stock-based arrangements granted under the 2001 Plan. This expense is expected
to be recognized over a weighted-average period of approximately two years.
Note 8. Income Taxes
We recorded a provision for income taxes of $22,000 for third quarter 2009 and $3.2 million
for third quarter 2008. We recorded a provision for income taxes of $0.5 million for third quarter
year-to-date 2009 and $1.0 million for third quarter year-to-date 2008. We record our interim
provision for, or benefit from, income taxes based on our estimated annual effective tax rate for
the year. Our tax provision or benefit is primarily related to state and foreign income taxes, and
is impacted by our net operating loss carry forwards and our ability to use them. As a result of
these circumstances, and due to significant changes in our period to period results, we have
experienced significant fluctuations in our effective tax rate and respective tax provisions or
benefits over the past several quarters and expect such fluctuations to continue over the next
several quarters.
Based upon available evidence, there is uncertainty regarding our ability to realize our
deferred tax assets and we have therefore recorded a full valuation allowance against the deferred
tax assets in our consolidated financial statements. Based on our estimates of taxable income for
the remainder of 2009 and beyond, we believe the uncertainty regarding the ability to realize our
deferred tax assets may diminish to the point where the recognition of our deferred tax assets, to
a certain level, may be warranted in the future. If we determine that it is more likely than not
that we will be able to realize our deferred tax assets in the future, an adjustment to the
deferred tax asset valuation allowance would be recorded in the period when such determination is
made.
Prior to any changes in our overall assessment in the realizability of our fully reserved
deferred tax assets, as discussed above, if we generate taxable income in the U.S. or certain other
international jurisdictions, and utilize pre-acquisition net operating loss carry forwards to
offset this income, we will recognize income tax expense at the applicable statutory rate in our
consolidated statement of operations, as the reduction in the related valuation allowance for these
pre-acquisition net operating loss carry forwards will reduce goodwill rather than offset income
tax expense. As discussed in Note 1, when we adopt SFAS 141R in our fiscal year 2010, changes in
deferred tax asset valuation allowances from a business combination after the measurement period
will impact income tax expense and not goodwill. Due to the age of the respective net operating
loss carry forwards, we first must use carry forwards related to our acquisition in 2006 of MAI
Systems, Inc. (MAI), subject to Section 382 limitations, followed by our carry forwards from
Fourth Shift which we acquired in 2001. The MAI and Fourth Shift carry forwards both had a full
valuation allowance against them at the time of acquisition, so the applicable purchase price was
allocated to goodwill and not to net deferred tax assets.
At June 30, 2009, we had approximately $0.5 million of gross unrecognized tax benefits. If
all of our unrecognized tax benefits were recognized, there would be no significant impact to our
effective tax rate as the vast majority of our unrecognized tax benefits relate to pre-acquisition deferred tax assets with a
full valuation allowance which, if realized, would reduce goodwill. We recognize interest and
penalties accrued on any unrecognized tax benefits as a component of income tax expense and there
were no such items in the first three quarters of 2009.
16
We file income tax returns in the U.S. federal jurisdiction and various state and foreign
jurisdictions. With the exception of carry forward tax attributes, we are no longer subject to U.S.
federal tax examinations for years before 2005. State jurisdictions that remain subject to
examination range from 2004 to 2007. We do not believe there will be any material changes in our
unrecognized tax positions over the next 12 months.
Note 9. Discontinued Operations
In December 2008, we received a cash distribution of $0.4 million, net of income taxes, from
the AremisSoft liquidating trust which was recorded as income from discontinued operations.
AremisSoft Corporation was our former parent company and, in connection with approval of its
plan of reorganization in bankruptcy in 2002, the former parent entered into a liquidating trust
agreement pursuant to which the trust is entitled to any and all of the proceeds from the former
parents litigation claims and sale of certain other assets of the former parent. Securities class
action plaintiffs are entitled to all of the beneficial interests in the liquidating trust, but we
are entitled to 10% of the net distributions from the trust. Previously, in December 2003 and in
June 2005, we received distributions from the trust, which were reported as income from
discontinued operations, net of expenses and income taxes. Future receipts of cash, if any, will
also be accounted for as income from discontinued operations.
Note 10. Earnings (Loss) Per Share
Net income (loss) per share is computed in accordance with Statement of Financial Accounting
Standards No. 128,
Earning per Share
. Basic earnings (loss) per share is computed using income
(loss) from continuing operations available to common shareholders or net income (loss) available
to common shareholders, as applicable, and the weighted average number of common shares
outstanding. Net income (loss) available to common shareholders includes the impact, as
applicable, of dividends on our convertible preferred stock. Diluted earnings (loss) per share
reflects the weighted average number of common shares outstanding plus any potentially dilutive
shares outstanding during the period, calculated using the treasury stock method.
In accordance with EITF 03-6,
Participating Securities and the Two-Class Method under FASB
Statement No. 128
, and EITF 04-8,
The Effect of Contingently Convertible Instruments on Diluted
Earnings per share
, our Series B convertible preferred stock is considered in both the basic and
diluted earnings (loss) per share calculations, subject to the applicable antidilution provisions.
However, since our Series B convertible preferred stock does not have the obligation to share in
any losses of the company, it is excluded from the per share calculations in periods where we incur
a net loss. Similarly, for periods where we incur a net loss, outstanding stock options, warrants,
stock appreciation rights, restricted stock units and our Series C-1 and Series D convertible
preferred stocks are excluded from the calculation of basic and diluted earnings (loss) per share
because they are antidilutive in such periods.
17
For the three and nine months ended June 30, 2009, the calculation of basic and diluted
earnings per share was as follows (in thousands, except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2009
|
|
|
|
Basic
|
|
|
Diluted
|
|
|
|
Income
|
|
|
Shares
|
|
|
|
|
|
|
Income
|
|
|
Shares
|
|
|
|
|
|
|
(Numerator)
|
|
|
(Denominator)
|
|
|
Per Share
|
|
|
(Numerator)
|
|
|
(Denominator)
|
|
|
Per Share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
$
|
745
|
|
|
|
|
|
|
|
|
|
|
$
|
745
|
|
|
|
|
|
|
|
|
|
Preferred stock dividends
|
|
|
(485
|
)
|
|
|
|
|
|
|
|
|
|
|
(485
|
)
|
|
|
|
|
|
|
|
|
Weighted average common shares
outstanding
|
|
|
|
|
|
|
44,863
|
|
|
|
|
|
|
|
|
|
|
|
44,863
|
|
|
|
|
|
Series B preferred
|
|
|
|
|
|
|
4,435
|
|
|
|
|
|
|
|
|
|
|
|
4,435
|
|
|
|
|
|
Non-employee stock options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42
|
|
|
|
|
|
Restricted stock units
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
72
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
available to common
shareholders
|
|
|
260
|
|
|
|
49,298
|
|
|
$
|
0.01
|
|
|
|
260
|
|
|
|
49,412
|
|
|
$
|
0.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from discontinued operations,
net of tax
|
|
|
|
|
|
|
49,298
|
|
|
|
|
|
|
|
|
|
|
|
49,412
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income available to common
shareholders
|
|
|
260
|
|
|
|
49,298
|
|
|
$
|
0.01
|
|
|
|
260
|
|
|
|
49,412
|
|
|
$
|
0.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended June 30, 2009
|
|
|
|
Basic
|
|
|
Diluted
|
|
|
|
Income
|
|
|
Shares
|
|
|
|
|
|
|
Income
|
|
|
Shares
|
|
|
|
|
|
|
(Numerator)
|
|
|
(Denominator)
|
|
|
Per Share
|
|
|
(Numerator)
|
|
|
(Denominator)
|
|
|
Per Share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
$
|
2,637
|
|
|
|
|
|
|
|
|
|
|
$
|
2,637
|
|
|
|
|
|
|
|
|
|
Preferred stock dividends
|
|
|
(1,456
|
)
|
|
|
|
|
|
|
|
|
|
|
(1,456
|
)
|
|
|
|
|
|
|
|
|
Weighted average common shares
outstanding
|
|
|
|
|
|
|
43,856
|
|
|
|
|
|
|
|
|
|
|
|
43,856
|
|
|
|
|
|
Series B preferred
|
|
|
|
|
|
|
4,401
|
|
|
|
|
|
|
|
|
|
|
|
4,401
|
|
|
|
|
|
Non-employee stock options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14
|
|
|
|
|
|
Restricted stock units
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
81
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
available to common
shareholders
|
|
|
1,181
|
|
|
|
48,257
|
|
|
$
|
0.02
|
|
|
|
1,181
|
|
|
|
48,352
|
|
|
$
|
0.02
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from discontinued operations,
net of tax
|
|
|
362
|
|
|
|
48,257
|
|
|
|
0.01
|
|
|
|
362
|
|
|
|
48,352
|
|
|
|
0.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income available to common
shareholders
|
|
|
1,543
|
|
|
|
48,257
|
|
|
$
|
0.03
|
|
|
|
1,543
|
|
|
|
48,352
|
|
|
$
|
0.03
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Since we incurred a net loss for the three and nine months ended June 30, 2008, both basic and
diluted loss per share is computed using the net loss available to common shareholders and the
weighted average number of common shares outstanding for each period.
18
The impact of the following potential common shares was excluded from the calculations of
earnings (loss) per share because to include them would have been antidilutive (in thousands):
|
|
|
|
|
|
|
Three and Nine
|
|
|
Months Ended
|
|
|
June 30,
|
|
|
2008
|
|
|
|
|
|
Employee and non-employee stock options
|
|
|
8,904
|
|
Warrants
|
|
|
6,114
|
|
Restricted stock units
|
|
|
1,504
|
|
Stock-settled stock appreciation rights
|
|
|
2,737
|
|
Series B convertible preferred stock
|
|
|
4,332
|
|
Series C-1 convertible preferred stock
|
|
|
8,955
|
|
Series D convertible preferred stock
|
|
|
3,593
|
|
|
|
|
|
|
|
|
|
36,139
|
|
|
|
|
|
|
Note 11. Comprehensive Income
Comprehensive income, as defined by Statement of Financial Accounting Standards No. 130,
Reporting Comprehensive Income
, includes net income and items defined as other comprehensive income
including foreign currency translation adjustments and certain adjustments related to defined
benefit pension plans. Total comprehensive income was as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
745
|
|
|
$
|
428
|
|
|
$
|
2,999
|
|
|
$
|
140
|
|
Foreign currency translation adjustments
|
|
|
164
|
|
|
|
(36
|
)
|
|
|
(128
|
)
|
|
|
(53
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
$
|
909
|
|
|
$
|
392
|
|
|
$
|
2,871
|
|
|
$
|
87
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments are not adjusted for income taxes as substantially
all translation adjustments relate to permanent investments in our non-U.S. subsidiaries.
Accumulated other comprehensive loss, a separate component of stockholders equity on the
consolidated balance sheets, was $1.1 million at June 30, 2009 and $0.9 million at September 30,
2008.
Note 12. Segment Reporting
We disclose segment information in accordance with Statement of Financial Accounting Standards
No. 131,
Disclosures about Segments of an Enterprise and Related Information
, which defines an
operating segment as a component of a company for which operating results are reviewed regularly by
the chief operating decision-maker to determine resource allocation and assess performance. We
have two reportable segments, manufacturing and hospitality, which each derive their revenues from
licensing proprietary software systems; providing customer support, training, consulting and
installation services related to this software; and through the resale of complementary third-party
software licenses and hardware. Total assets are not allocated to the manufacturing and
hospitality segments for internal reporting purposes.
Corporate costs associated with the overall management of our business, including accounting,
legal, human resources, information technology, directors, insurance, financing, public company
compliance and other overhead costs, are allocated to the manufacturing and hospitality segments
based on their average headcount.
19
Financial information by segment was as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
|
2009
|
|
2008
|
|
|
Manufacturing
|
|
Hospitality
|
|
Total
|
|
Manufacturing
|
|
Hospitality
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
10,146
|
|
|
$
|
10,486
|
|
|
$
|
20,632
|
|
|
$
|
12,463
|
|
|
$
|
14,900
|
|
|
$
|
27,363
|
|
Operating income
(loss)
|
|
|
2,415
|
|
|
|
(1,244
|
)
|
|
|
1,171
|
|
|
|
2,708
|
|
|
|
1,076
|
|
|
|
3,784
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended June 30,
|
|
|
2009
|
|
2008
|
|
|
Manufacturing
|
|
Hospitality
|
|
Total
|
|
Manufacturing
|
|
Hospitality
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
30,904
|
|
|
$
|
36,636
|
|
|
$
|
67,540
|
|
|
$
|
36,939
|
|
|
$
|
36,328
|
|
|
$
|
73,267
|
|
Operating income
(loss)
|
|
|
5,484
|
|
|
|
(1,497
|
)
|
|
|
3,987
|
|
|
|
6,706
|
|
|
|
(4,955
|
)
|
|
|
1,751
|
|
Our revenues by geographic location were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
$
|
13,496
|
|
|
$
|
17,670
|
|
|
$
|
46,486
|
|
|
$
|
45,006
|
|
United Kingdom
|
|
|
2,775
|
|
|
|
4,086
|
|
|
|
8,171
|
|
|
|
12,712
|
|
Other
|
|
|
4,361
|
|
|
|
5,607
|
|
|
|
12,883
|
|
|
|
15,549
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
20,632
|
|
|
$
|
27,363
|
|
|
$
|
67,540
|
|
|
$
|
73,267
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Our long-lived assets by geographic location were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
|
September 30,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
$
|
1,055
|
|
|
$
|
1,093
|
|
Other
|
|
|
717
|
|
|
|
1,002
|
|
|
|
|
|
|
|
|
|
|
$
|
1,772
|
|
|
$
|
2,095
|
|
|
|
|
|
|
|
|
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of our financial condition and results of operations should be read
together with the financial statements and related notes, which are included elsewhere in this
Quarterly Report on
Form 10-Q
. This discussion contains forward-looking statements based upon
current expectations that involve risks and uncertainties. Our actual results may differ
materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth in more detail in our 2008 Annual
Report on
Form 10-K
. We undertake no obligation to update any information in our forward-looking
statements.
Fiscal Year
Our fiscal year is from October 1 to September 30. References to our third quarter and third
quarter year-to-date relate to the three and nine month periods ended June 30. References to the
years 2009 and 2008 relate to the fiscal years ended September 30, 2009 and 2008, respectively.
20
Pending Merger
On June 11, 2009, SoftBrands, Inc. (SoftBrands), Steel Holdings, Inc. (Steel Holdings) and
Steel Merger Sub, Inc., a wholly owned subsidiary of Steel Holdings (Merger Sub), entered into an
Agreement and Plan of Merger (the Merger Agreement), pursuant to which Steel Holdings has agreed
to acquire all of our outstanding common stock for $0.92 per share in cash and purchase or redeem
all of our outstanding preferred stock for cash as outlined below. Under the terms and conditions
of the Merger Agreement, Merger Sub will merge with and into SoftBrands (the Merger), with
SoftBrands continuing as the surviving corporation and as a wholly owned subsidiary of Steel
Holdings. Steel Holdings is a wholly owned subsidiary of investment funds managed by Golden Gate
Private Equity, Inc. and is an affiliate of Infor Global Solutions Holdings Ltd., one of the
largest privately held software companies in the world.
Subject to the terms and conditions of the Merger Agreement, at the effective time and as a
result of the Merger:
|
|
|
Each share of our common stock issued and outstanding will be converted into the right
to receive a cash amount of $0.92, without interest;
|
|
|
|
|
Each share of our Series B Convertible Preferred Stock issued and outstanding will be
converted into the right to receive a cash amount of $1.06, without interest;
|
|
|
|
|
Each share of our Series C-1 and Series D Convertible Preferred Stock issued and
outstanding will be converted into the right to receive a cash amount of $1,000.00 plus any
accrued but unpaid dividends, without interest;
|
|
|
|
|
Each warrant outstanding to purchase our common stock that has not been canceled or
exercised at such time will be canceled and converted into the right to receive a lump sum
cash payment, without interest, equal to the excess, if any, of: (i) $0.92 multiplied by
the number of shares of common stock subject to such warrant; over (ii) the exercise price
per share multiplied by the number of shares subject to such warrant;
|
|
|
|
|
Each option to purchase our common stock or stock appreciation rights outstanding,
whether or not vested or exercisable, will be accelerated and canceled, and converted into
the right to receive a lump sum cash payment, without interest, equal to the excess, if
any, of: (i) $0.92 multiplied by the number of shares of common stock subject to such
option or stock appreciation right; over (ii) the exercise price per share multiplied by
the number of shares of subject to such option or stock appreciation right; and
|
|
|
|
|
Each of our unvested restricted stock units, restricted shares and similar stock-based
awards outstanding will be accelerated and canceled, and converted into the right to
receive a lump sum cash payment, without interest, equal to product of: (i) $0.92
multiplied by (ii) the number of shares of common stock subject to issuance upon settlement
of such stock-based awards.
|
In accordance with the terms of the Merger Agreement, immediately prior to the effective time
of the Merger, we will transfer, on a pro rata basis (with the Series B Preferred Stock, Series C-1
Preferred Stock and
21
Series D Preferred Stock counted on an as-converted-to-common stock basis), our 10% interest
in the net proceeds of the AremisSoft liquidating trust to the holders of our stock at such time
and warrant holder Capital Resource Partners IV, L.P. (CRP). Any future distributions pursuant
to the 10% interest in the net proceeds of the AremisSoft liquidating trust will be made to those
stockholders who owned our stock immediately prior to the effective time of the Merger and to
warrant holder CRP. We engaged an independent appraisal firm to assist in determining the fair
market value of our 10% interest in the trust. Based on the information provided by the
independent appraisal firm, we have determined that fair value, on a per share basis, to be $0.02
per share as of July 21, 2009. The amount of future cash distributions from the
AremisSoft liquidating trust, if any, is uncertain.
Subject to certain exceptions, unless approved by Steel Holdings, prior to the completion of
the Merger or termination of the Merger Agreement, SoftBrands, among other things, agrees that it:
|
|
|
will carry on our business in the usual, regular and ordinary course substantially in
the same manner as it was conducted prior to entering into the Merger Agreement and in
compliance with all applicable legal requirements and the requirements of all material
contracts;
|
|
|
|
|
will not issue, authorize for issuance, sell, grant, pledge, encumber, deliver or
otherwise dispose of any of our securities, except for the issuance and sale of our common
stock pursuant to options to purchase our common stock or stock-based awards outstanding
prior to the date of the merger agreement; and
|
|
|
|
|
will not declare, set aside or pay any dividend on, or other distribution (whether in
cash, shares or property) in respect of, any of our capital stock.
|
If the Merger is completed, our common stock will no longer be traded on the NYSE Amex
Equities and will be deregistered under the Securities Exchange Act of 1934, as amended, as soon as
practicable following the completion of the Merger.
The closing of the Merger is subject to customary closing conditions, including antitrust
review and the approval of our stockholders. We received notification on July 6, 2009 that the
U.S. Department of Justice and Federal Trade Commission had granted early termination of the
Hart-Scott-Rodino waiting period for the proposed transaction. The Special Meeting of Stockholders
is scheduled to be held on August 12, 2009 for stockholders to consider and vote on the proposal to
adopt the Merger Agreement. If approved, we currently anticipate that the closing of the Merger
will take place shortly thereafter.
We have filed with the Securities and Exchange Commission (SEC) a definitive proxy statement
and other relevant materials relating to the proposed Merger with Steel Holdings. The definitive
proxy statement was filed with the SEC on July 13, 2009 and mailed on or about that date to our
stockholders of record as of the close of business on July 8, 2009. A more detailed description of
the Merger Agreement and the Merger can be found in these materials.
Critical Accounting Policies and Estimates
We prepare our financial statements in accordance with accounting principles generally
accepted in the United States of America. We are required to make estimates and judgments in
preparing the financial statements that affect the reported amounts of our assets, liabilities,
revenues and expenses. We base our estimates on our historical experience and on various other
assumptions that we believe are reasonable under the circumstances. If our assumptions prove
inaccurate or if our future results are not consistent with our historical experience, we may be
required to make adjustments that could have a significant impact on our reported financial
results.
We believe there are several accounting policies that are critical to an understanding of our
historical and future performance, as these policies affect the reported amounts of revenues,
expenses and significant estimates and judgments applied by management. While there are a number
of accounting policies, methods and estimates affecting our consolidated financial statements,
areas that are particularly significant include:
22
|
|
|
the valuation of deferred tax assets;
|
|
|
|
|
the valuation of accounts receivable; and
|
|
|
|
|
the valuation of goodwill and intangible assets.
|
We discuss our accounting policies, estimates and disclosures in detail in Managements
Discussion and Analysis of Financial Condition and Results of Operations and Note 2 to Consolidated
Financial Statements of our 2008 Annual Report on Form 10-K, which you should read for a better
understanding of our financial statements. There have been no significant changes to these items
in the first three quarters of 2009.
23
Results of Operations
Revenues.
The following tables summarize revenue by reportable segment and revenue type for
third quarter and third quarter year-to-date 2009 and 2008 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
Manufacturing
|
|
|
Hospitality
|
|
|
Total
|
|
|
Manufacturing
|
|
|
Hospitality
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Software licenses
|
|
$
|
657
|
|
|
$
|
1,572
|
|
|
$
|
2,229
|
|
|
$
|
1,346
|
|
|
$
|
2,932
|
|
|
$
|
4,278
|
|
Maintenance and
support
|
|
|
7,153
|
|
|
|
5,573
|
|
|
|
12,726
|
|
|
|
7,873
|
|
|
|
6,487
|
|
|
|
14,360
|
|
Professional services
|
|
|
2,193
|
|
|
|
2,483
|
|
|
|
4,676
|
|
|
|
3,015
|
|
|
|
4,162
|
|
|
|
7,177
|
|
Third party software
and hardware
|
|
|
143
|
|
|
|
858
|
|
|
|
1,001
|
|
|
|
229
|
|
|
|
1,319
|
|
|
|
1,548
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
10,146
|
|
|
$
|
10,486
|
|
|
$
|
20,632
|
|
|
$
|
12,463
|
|
|
$
|
14,900
|
|
|
$
|
27,363
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% Change
|
|
|
Manufacturing
|
|
Hospitality
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Software licenses
|
|
|
-51.2
|
%
|
|
|
-46.4
|
%
|
|
|
-47.9
|
%
|
Maintenance and
support
|
|
|
-9.1
|
%
|
|
|
-14.1
|
%
|
|
|
-11.4
|
%
|
Professional services
|
|
|
-27.3
|
%
|
|
|
-40.3
|
%
|
|
|
-34.8
|
%
|
Third party software
and hardware
|
|
|
-37.6
|
%
|
|
|
-35.0
|
%
|
|
|
-35.3
|
%
|
Total
|
|
|
-18.6
|
%
|
|
|
-29.6
|
%
|
|
|
-24.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended June 30,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
Manufacturing
|
|
|
Hospitality
|
|
|
Total
|
|
|
Manufacturing
|
|
|
Hospitality
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Software licenses
|
|
$
|
2,816
|
|
|
$
|
8,975
|
|
|
$
|
11,791
|
|
|
$
|
4,077
|
|
|
$
|
7,210
|
|
|
$
|
11,287
|
|
Maintenance and
support
|
|
|
21,885
|
|
|
|
16,364
|
|
|
|
38,249
|
|
|
|
23,786
|
|
|
|
17,651
|
|
|
|
41,437
|
|
Professional services
|
|
|
5,863
|
|
|
|
8,441
|
|
|
|
14,304
|
|
|
|
8,588
|
|
|
|
8,206
|
|
|
|
16,794
|
|
Third party software
and hardware
|
|
|
340
|
|
|
|
2,856
|
|
|
|
3,196
|
|
|
|
488
|
|
|
|
3,261
|
|
|
|
3,749
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
30,904
|
|
|
$
|
36,636
|
|
|
$
|
67,540
|
|
|
$
|
36,939
|
|
|
$
|
36,328
|
|
|
$
|
73,267
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% Change
|
|
|
Manufacturing
|
|
Hospitality
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Software licenses
|
|
|
-30.9
|
%
|
|
|
24.5
|
%
|
|
|
4.5
|
%
|
Maintenance and
support
|
|
|
-8.0
|
%
|
|
|
-7.3
|
%
|
|
|
-7.7
|
%
|
Professional services
|
|
|
-31.7
|
%
|
|
|
2.9
|
%
|
|
|
-14.8
|
%
|
Third party software
and hardware
|
|
|
-30.3
|
%
|
|
|
-12.4
|
%
|
|
|
-14.8
|
%
|
Total
|
|
|
-16.3
|
%
|
|
|
0.8
|
%
|
|
|
-7.8
|
%
|
24
The following tables summarize revenue by region for third quarter and third quarter
year-to-date 2009 and 2008 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
Manufacturing
|
|
|
Hospitality
|
|
|
Total
|
|
|
Manufacturing
|
|
|
Hospitality
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas
|
|
$
|
6,394
|
|
|
$
|
7,283
|
|
|
$
|
13,677
|
|
|
$
|
7,659
|
|
|
$
|
10,270
|
|
|
$
|
17,929
|
|
Europe, Middle East
and Africa
(EMEA)
|
|
|
2,498
|
|
|
|
1,267
|
|
|
|
3,765
|
|
|
|
3,243
|
|
|
|
2,103
|
|
|
|
5,346
|
|
Asia Pacific (APAC)
|
|
|
1,254
|
|
|
|
1,936
|
|
|
|
3,190
|
|
|
|
1,561
|
|
|
|
2,527
|
|
|
|
4,088
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
10,146
|
|
|
$
|
10,486
|
|
|
$
|
20,632
|
|
|
$
|
12,463
|
|
|
$
|
14,900
|
|
|
$
|
27,363
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% Change
|
|
|
Manufacturing
|
|
Hospitality
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas
|
|
|
-16.5
|
%
|
|
|
-29.1
|
%
|
|
|
-23.7
|
%
|
Europe, Middle East
and Africa
(EMEA)
|
|
|
-23.0
|
%
|
|
|
-39.8
|
%
|
|
|
-29.6
|
%
|
Asia Pacific (APAC)
|
|
|
-19.7
|
%
|
|
|
-23.4
|
%
|
|
|
-22.0
|
%
|
Total
|
|
|
-18.6
|
%
|
|
|
-29.6
|
%
|
|
|
-24.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended June 30,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
Manufacturing
|
|
|
Hospitality
|
|
|
Total
|
|
|
Manufacturing
|
|
|
Hospitality
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas
|
|
$
|
19,422
|
|
|
$
|
27,643
|
|
|
$
|
47,065
|
|
|
$
|
22,330
|
|
|
$
|
23,506
|
|
|
$
|
45,836
|
|
Europe, Middle East
and Africa
(EMEA)
|
|
|
7,457
|
|
|
|
3,745
|
|
|
|
11,202
|
|
|
|
9,904
|
|
|
|
6,437
|
|
|
|
16,341
|
|
Asia Pacific (APAC)
|
|
|
4,025
|
|
|
|
5,248
|
|
|
|
9,273
|
|
|
|
4,705
|
|
|
|
6,385
|
|
|
|
11,090
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
30,904
|
|
|
$
|
36,636
|
|
|
$
|
67,540
|
|
|
$
|
36,939
|
|
|
$
|
36,328
|
|
|
$
|
73,267
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% Change
|
|
|
Manufacturing
|
|
Hospitality
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas
|
|
|
-13.0
|
%
|
|
|
17.6
|
%
|
|
|
2.7
|
%
|
Europe, Middle East
and Africa
(EMEA)
|
|
|
-24.7
|
%
|
|
|
-41.8
|
%
|
|
|
-31.4
|
%
|
Asia Pacific (APAC)
|
|
|
-14.5
|
%
|
|
|
-17.8
|
%
|
|
|
-16.4
|
%
|
Total
|
|
|
-16.3
|
%
|
|
|
0.8
|
%
|
|
|
-7.8
|
%
|
Manufacturing Segment
We experienced an overall decline in manufacturing revenues of $2.3 million, or 18.6%, to
$10.1 million for third quarter 2009 from $12.5 million for third quarter 2008. For third quarter
year-to-date, manufacturing revenues declined $6.0 million, or 16.3%, to $30.9 million for 2009
from $36.9 million for 2008. Contributing to this decline was the impact of changes in foreign
currency exchange rates with the strengthening of the U.S. Dollar in 2009, particularly in our
European operations, the negative impact of current economic conditions on our overall
manufacturing business and the negative impact of the announcement of our pending merger on our SAP
large enterprise business. The negative impact of changes in foreign currency exchange rates was
$0.6 million for third quarter 2009 and $1.9 million for third quarter year-to-date 2009.
Manufacturing revenues were 49.2% of total consolidated revenues for third quarter 2009, compared
to 45.5% for third quarter 2008, and 45.8% of total consolidated revenues for third quarter
year-to-date 2009, compared to 50.4% for the comparable period of 2008.
25
Software License Revenue.
Our manufacturing software license revenue declined to $0.7 million
for third quarter 2009 from $1.3 million for third quarter 2008. For third quarter year-to-date,
manufacturing software license revenue declined $1.3 million, or 30.9%, to $2.8 million for 2009
from $4.1 million for 2008. The majority of this decrease was the result of weakness in our SAP
large enterprise business, which has experienced a significant slowdown in activity related to
current economic conditions, as well as the negative impact of the announcement of our pending
merger with a competitor of SAP.
Maintenance and Support Revenue.
Our manufacturing maintenance and support revenue decreased
$0.7 million, or 9.1%, to $7.2 million for third quarter 2009 from $7.9 million for third quarter
2008. For third quarter year-to-date, manufacturing maintenance and support revenue decreased $1.9
million, or 8.0%, to $21.9 for 2009 from $23.8 million for 2008. This decrease was primarily the
result of changes in foreign currency exchange rates with the strengthening of the U.S. Dollar
during 2009 as mentioned earlier. While we continue to see attrition for our legacy manufacturing
products, our maintenance renewals have met our expectations to date in 2009.
Professional Services Revenue.
Our manufacturing professional services revenue declined to
$2.2 million for third quarter 2009 from $3.0 million for third quarter 2008. For third quarter
year-to-date, manufacturing professional services revenue declined $2.7 million, or 31.7%, to $5.9
million for 2009 from $8.6 million for 2008. This decline was primarily the result of decreased
consulting, in both our base and SAP businesses, and fewer large projects in our SAP business,
which has been significantly impacted by the current economic downturn and the announcement of our
pending merger.
Third Party Software and Hardware Revenue.
Our manufacturing third party software and
hardware revenue is a small component of our total manufacturing revenue and was generally
comparable for third quarter 2009 and 2008 and the corresponding year-to-date periods. This is a
more unpredictable stream of revenue and will fluctuate based on mix and customer demand.
Revenue by Geography.
Our geographic revenues for third quarter and third quarter
year-to-date 2009 showed a decline in all regions due to the impact of changes in foreign currency
exchange rates, the difficult economic conditions and the announcement of our pending merger as
discussed earlier.
Hospitality Segment
We experienced an overall decline in hospitality revenues of $4.4 million, or 29.6%, to $10.5
million for third quarter 2009 from $14.9 million for third quarter 2008. For third quarter
year-to-date, we experienced a slight increase in our hospitality revenues to $36.6 million for
2009 from $36.3 million for 2008. Approximately $13.4 million of our 2009 year-to-date hospitality
revenue is from large projects underway for Red Roof Inns and the United States Air Force. The
difficult economic environment, particularly in the commercial hospitality business in the Americas
and Europe, has affected our business as we see hotels delay or forego purchasing decisions. In
addition, changes in foreign currency exchange rates with the strengthening of the U.S. Dollar
in 2009 compared to 2008, reduced hospitality revenues by $0.5 million and $1.6 million for the
third quarter and year-to-date 2009 from the same periods in 2008. Hospitality revenues were 50.8%
of total consolidated revenues for third quarter 2009, compared to 54.5% for third quarter 2008,
and 54.2% of total consolidated revenues for third quarter year-to-date 2009, compared to 49.6% for
the comparable period of 2008.
Software License Revenue.
Our hospitality software license revenue decreased $1.3 million, or
46.4%, to $1.6 million for third quarter 2009 from $2.9 million for third quarter 2008. This
decrease was primarily the result of decreased license revenue associated with the Red Roof Inns
project in third quarter 2009 compared to third quarter 2008. For third quarter year-to-date,
hospitality software license revenue increased $1.8 million, or 24.5%, to $9.0 million for 2009
from $7.2 million for 2008. The decrease in third quarter 2009 license revenue was more than
offset by the license revenue recognized from the United States Air Force contract signed during
first quarter 2009. This continues to demonstrate the variability that is occurring in our
operating results as we pursue large hospitality contracts.
26
Maintenance and Support Revenue.
Our hospitality maintenance and support revenue was $5.6
million for third quarter 2009, a decrease of 14.1% from $6.5 million for third quarter 2008, and
$16.4 million for third quarter year-to-date 2009, a decrease of 7.3% from $17.7 million for the
comparable period in 2008. The decrease for both periods was largely the result of changes in
foreign currency exchange rates with the strengthening of the U.S. Dollar in 2009 as mentioned
earlier. In addition, we experienced increased attrition related to our legacy hospitality
products due to a lack of focus on new product releases in our EMEA region.
Professional Services.
Our hospitality professional services revenue decreased $1.7 million,
or 40.3%, to $2.5 million for third quarter 2009 from $4.2 million for third quarter 2008. This
decrease was primarily related to lower levels of custom development work and consultant
utilization associated with Red Roof Inns. For third quarter year-to-date, hospitality
professional services revenue increased slightly to $8.4 million for 2009 from $8.2 million for
2008.
Third Party Software and Hardware Revenue.
Our hospitality third party software and hardware
revenue decreased approximately $0.4 million for each of third quarter and third quarter
year-to-date 2009 compared to the same periods in 2008. Sales of third party products represent a
more unpredictable stream of revenue and will fluctuate based on mix and customer demand.
Revenue by Geography.
Our geographic revenues for third quarter and third quarter
year-to-date 2009 were characterized by an increase in revenues for our Americas region, due
primarily to the Red Roof Inns and United States Air Force projects mentioned earlier. Revenues
for our EMEA and APAC regions decreased due to difficult economic conditions and the impact of
changes on foreign currency exchange rates. EMEA revenues also declined due to the lack of focus
on new product releases in that region as mentioned earlier.
Gross Margin.
The following tables summarize gross margin percentages by reportable segment
and revenue type for third quarter and third quarter year-to-date 2009 and 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
|
2009
|
|
2008
|
|
|
Manufacturing
|
|
Hospitality
|
|
Total
|
|
Manufacturing
|
|
Hospitality
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Software licenses
|
|
|
83.7
|
%
|
|
|
84.2
|
%
|
|
|
84.1
|
%
|
|
|
88.5
|
%
|
|
|
88.2
|
%
|
|
|
88.3
|
%
|
Maintenance and
support
|
|
|
80.6
|
%
|
|
|
60.3
|
%
|
|
|
71.7
|
%
|
|
|
80.7
|
%
|
|
|
63.2
|
%
|
|
|
72.8
|
%
|
Professional services
|
|
|
19.6
|
%
|
|
|
16.5
|
%
|
|
|
18.0
|
%
|
|
|
23.9
|
%
|
|
|
54.2
|
%
|
|
|
41.5
|
%
|
Third party software
and hardware
|
|
|
30.7
|
%
|
|
|
40.2
|
%
|
|
|
38.8
|
%
|
|
|
2.2
|
%
|
|
|
0.6
|
%
|
|
|
0.9
|
%
|
Total
|
|
|
66.9
|
%
|
|
|
51.9
|
%
|
|
|
59.3
|
%
|
|
|
66.4
|
%
|
|
|
60.1
|
%
|
|
|
62.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended June 30,
|
|
|
2009
|
|
2008
|
|
|
Manufacturing
|
|
Hospitality
|
|
Total
|
|
Manufacturing
|
|
Hospitality
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Software licenses
|
|
|
67.1
|
%
|
|
|
88.6
|
%
|
|
|
83.5
|
%
|
|
|
88.4
|
%
|
|
|
83.3
|
%
|
|
|
85.1
|
%
|
Maintenance and
support
|
|
|
80.6
|
%
|
|
|
58.9
|
%
|
|
|
71.3
|
%
|
|
|
79.2
|
%
|
|
|
59.7
|
%
|
|
|
70.9
|
%
|
Professional services
|
|
|
3.1
|
%
|
|
|
19.2
|
%
|
|
|
12.6
|
%
|
|
|
21.4
|
%
|
|
|
33.4
|
%
|
|
|
27.3
|
%
|
Third party software
and hardware
|
|
|
28.5
|
%
|
|
|
23.9
|
%
|
|
|
24.3
|
%
|
|
|
-12.9
|
%
|
|
|
11.0
|
%
|
|
|
7.9
|
%
|
Total
|
|
|
64.1
|
%
|
|
|
54.3
|
%
|
|
|
58.8
|
%
|
|
|
65.6
|
%
|
|
|
54.1
|
%
|
|
|
59.9
|
%
|
27
Manufacturing Segment
Our overall manufacturing gross margin was 66.9% for third quarter 2009, comparable to the
66.4% reported for third quarter 2008. For third quarter year-to-date, manufacturing gross margin
declined to 64.1% for 2009 from 65.6% for 2008. This overall decline in gross margin for third
quarter year-to-date was primarily the result of the decreased gross margin for software licenses
and professional services in 2009 compared to 2008.
Our manufacturing software licenses gross margin for third quarter declined to 83.7% in 2009
from 88.5% in 2008, reflecting the difficult economic conditions in 2009 and the decline in SAP
business with the announcement of our pending merger. For third quarter year-to-date, software
licenses gross margin declined to 67.1% for 2009 from 88.4% for 2008. This was due to the weakness
in our SAP large enterprise business in first quarter 2009, as discussed earlier, and charges of
approximately $0.5 million in first quarter 2009 related to exiting an OEM relationship and certain
business partner expenses.
Our manufacturing maintenance and support gross margins were comparable at 80.6% and 80.7% for
third quarter 2009 and 2008, respectively, and improved slightly to 80.6% for third quarter
year-to-date 2009, compared to 79.2% for the same period in 2008. The increase in year-to-date gross margin
was generally due to cost cutting measures implemented in 2009.
Our manufacturing professional services gross margin declined to 19.6% and 3.1% for third
quarter and third quarter year-to-date 2009 from 23.9% and 21.4% in 2008, respectively. These
declines were caused by lower utilization of our consulting resources as a result of the lack of
large consulting projects due to the economy and the announcement of our pending merger. In third
quarter 2009, personnel adjustments, have helped to partially resolve this utilization issue and
margins have improved from second quarter 2009.
Our third party product gross margin, which is associated with hardware and software sold to
our customers, is highly variable based on the third party products chosen by our customers.
Hospitality Segment
Our overall hospitality gross margin decreased to 51.9% for third quarter 2009, compared to
60.1% for third quarter 2008, due primarily to the decrease in hospitality revenues. For third
quarter year-to-date, overall hospitality gross margin was comparable at 54.3% and 54.1% for 2009
and 2008, respectively. The decrease in margin for third quarter 2009 was offset by the increased
gross margin resulting from the United States Air Force contract signed in first quarter 2009 as
mentioned earlier.
Our hospitality software licenses gross margin was 84.2% and 88.2% for third quarter 2009 and
2008, respectively. This decrease was the result of lower license revenues. For third quarter
year-to-date, software licenses gross margin was 88.6% for 2009 and 83.3% for 2008. The main
factor behind the year-to-date increase was the United States Air Force contract.
Our hospitality maintenance and support gross margins decreased to 60.3% for third quarter
2009 from 63.2% for third quarter 2008, due primarily to the decrease in associated revenue. For
third quarter year-to-date 2009 and 2008, our hospitality maintenance and support gross margin was
comparable at 58.9% and 59.7%, respectively, as cost reductions in 2009 have offset the negative impact of revenue declines.
Our hospitality professional services gross margin decreased to 16.5% for third quarter 2009,
from 54.2% for third quarter 2008, and decreased to 19.2% for third quarter year-to-date 2009 from
33.4% in the similar period of 2008. These decreases were due to lower levels of custom
development work and consultant utilization associated with Red Roof Inns, as well as decreased
business in our EMEA region.
Our third party product gross margin, which is associated with hardware and software sold as a
courtesy to our customers, is highly variable based on the third party products chosen by our
customers.
28
Operating Expenses and Operating Income (Loss).
The following table summarizes operating
expenses and operating income (loss) for third quarter and third quarter year-to-date 2009 and 2008
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
Manufacturing
|
|
|
Hospitality
|
|
|
Total
|
|
|
Manufacturing
|
|
|
Hospitality
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling and marketing
|
|
$
|
1,431
|
|
|
$
|
1,709
|
|
|
$
|
3,140
|
|
|
$
|
2,077
|
|
|
$
|
2,501
|
|
|
$
|
4,578
|
|
Research and product
development
|
|
|
1,346
|
|
|
|
2,168
|
|
|
|
3,514
|
|
|
|
1,560
|
|
|
|
2,745
|
|
|
|
4,305
|
|
General and
administrative
|
|
|
1,600
|
|
|
|
2,809
|
|
|
|
4,409
|
|
|
|
1,932
|
|
|
|
2,624
|
|
|
|
4,556
|
|
Restructuring related
charges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
4,377
|
|
|
$
|
6,686
|
|
|
$
|
11,063
|
|
|
$
|
5,569
|
|
|
$
|
7,870
|
|
|
$
|
13,439
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
$
|
2,415
|
|
|
$
|
(1,244
|
)
|
|
$
|
1,171
|
|
|
$
|
2,708
|
|
|
$
|
1,076
|
|
|
$
|
3,784
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended June 30,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
Manufacturing
|
|
|
Hospitality
|
|
|
Total
|
|
|
Manufacturing
|
|
|
Hospitality
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling and marketing
|
|
$
|
4,858
|
|
|
$
|
5,917
|
|
|
$
|
10,775
|
|
|
$
|
6,232
|
|
|
$
|
8,266
|
|
|
$
|
14,498
|
|
Research and product
development
|
|
|
4,284
|
|
|
|
7,163
|
|
|
|
11,447
|
|
|
|
4,842
|
|
|
|
7,308
|
|
|
|
12,150
|
|
General and
administrative
|
|
|
5,189
|
|
|
|
8,310
|
|
|
|
13,499
|
|
|
|
6,412
|
|
|
|
9,025
|
|
|
|
15,437
|
|
Restructuring related
charges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25
|
|
|
|
|
|
|
|
25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
14,331
|
|
|
$
|
21,390
|
|
|
$
|
35,721
|
|
|
$
|
17,511
|
|
|
$
|
24,599
|
|
|
$
|
42,110
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
$
|
5,484
|
|
|
$
|
(1,497
|
)
|
|
$
|
3,987
|
|
|
$
|
6,706
|
|
|
$
|
(4,955
|
)
|
|
$
|
1,751
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate costs associated with the overall management of our business, including accounting,
legal, human resources, information technology, directors, insurance, financing, public company
compliance and other overhead costs, are allocated to the manufacturing and hospitality segments
based on their average headcount.
Our operating expenses in the first three quarters of 2009 have benefitted from the actions
taken that have significantly reduced these expenses in response to the challenging economic
environment, including freezes on pay, hiring and non-sales related travel. Changes in foreign
currency exchange rates have also reduced these expenses, significantly offsetting the negative
impact on revenues discussed earlier.
Selling and Marketing.
Selling and marketing expense includes the salaries, incentive
compensation,
employee benefits, travel and overhead costs of our sales and marketing personnel, as well as
trade show activities and other marketing costs. Total selling and marketing expense decreased
$1.4 million, or 31.4%, to $3.1 million for third quarter 2009 from $4.6 million for third quarter
2008. For third quarter year-to-date, total selling and marketing expense decreased $3.7 million,
or 25.7%, to $10.8 million for 2009 from $14.5 million for 2008. In our manufacturing business,
selling and marketing expense decreased 31.1% and 22.0% for third quarter and year-to-date 2009,
compared to the same periods in 2008, due primarily to lower personnel costs and decreased travel
expenses. In our hospitality business, selling and marketing expense decreased 31.7% and 28.4% for
the third quarter and year-to-date periods due primarily to lower personnel costs, lower selling
expenses and decreased travel. As a percentage of consolidated revenues, total selling and
marketing expense was 15.2% for third quarter 2009, a decrease from 16.7% for third quarter 2008,
and 16.0% for third quarter year-to-date 2009, a decrease from 19.8% for the same period in 2008.
29
Research and Product Development.
Research and product development expense includes salaries,
incentive compensation, employee benefits, related overhead costs and consulting fees associated
with product development, enhancements, upgrades, testing, quality assurance and documentation.
Total research and product development expense decreased $0.8 million, or 18.4%, to $3.5 million
for third quarter 2009 from $4.3 million for third quarter 2008. For third quarter year-to-date,
total research and product development expense decreased $0.7 million, or 5.8%, to $11.4 million
for 2009 from $12.2 million for 2008. In our manufacturing business, research and product
development expense decreased 13.7% and 11.5% for the third quarter and year-to-date periods due
primarily to cost cutting measures implemented in 2009. In our hospitality business, research and
product development expense decreased 21.0% and 2.0% for the third quarter and year-to-date
periods. The decline in third quarter 2009 expense was due in large part to the planned reduction
in costs related to our engagement of an outside development firm, which began in second quarter
2008, to expand the functionality, scalability and stability of our hospitality products for
larger, more complex customers. This project is now coming to a close in July 2009. As a
percentage of consolidated revenues, total research and development expense was 17.0% for third
quarter 2009, an increase from 15.7% for third quarter 2008, and 16.9% for third quarter
year-to-date 2009 compared to 16.6% for the same period in 2008.
General and Administrative.
General and administrative expense includes the salaries,
incentive compensation, employee benefits and related overhead costs of our finance, information
technology, human resources and administrative employees, as well as legal and accounting expenses,
consulting and contractor fees and bad debt expense. Total general and administrative expense
decreased 3.2%, to $4.4 million for third quarter 2009 from $4.6 million for third quarter 2008.
Costs related to our pending merger were approximately $1.0 million in third quarter 2009 and were
more than offset by cost reductions, as mentioned earlier, and changes in foreign currency exchange
rates, resulting in a net decrease in expenses. For third quarter year-to-date, total general and
administrative expense decreased $1.9 million, or 12.6%, to $13.5 million for 2009 from $15.4
million for 2008. This decrease is primarily due to cost reductions in 2009 and changes in foreign
currency exchange rates. In our manufacturing business, general and administrative expense
decreased 17.2% and 19.1% for the third quarter and year-to-date periods and, in our hospitality
business, increased 7.1% and decreased 7.9% for the third quarter and year-to-date periods. The
increase in third quarter hospitality expense was primarily the result of increased bad debt
expense in third quarter 2009. As a percentage of consolidated revenues, total general and
administrative expense was 21.4% for third quarter 2009, an increase from 16.7% for third quarter
2008, and 20.0% for third quarter year-to-date 2009 compared to 21.1% for the same period in 2008.
Restructuring Related Charges.
We restructured our manufacturing software operations in third
quarter 2007 and we recorded a small amount of additional restructuring costs related to this
action in first quarter 2008.
Non-Operating Income and Expenses, Income Taxes, Discontinued Operations and Preferred Stock
Dividends.
The following table summarizes non-operating income and expenses, income taxes,
discontinued operations and preferred stock dividends for third quarter and third quarter
year-to-date 2009 and 2008 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
|
June 30,
|
|
June 30,
|
|
|
2009
|
|
2008
|
|
2009
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
$
|
(259
|
)
|
|
$
|
(303
|
)
|
|
$
|
(831
|
)
|
|
$
|
(1,291
|
)
|
Other income (expense), net
|
|
|
(145
|
)
|
|
|
183
|
|
|
|
(47
|
)
|
|
|
693
|
|
Provision for income taxes
|
|
|
22
|
|
|
|
3,236
|
|
|
|
472
|
|
|
|
1,013
|
|
Income from discontinued
operations, net of tax
|
|
|
|
|
|
|
|
|
|
|
362
|
|
|
|
|
|
Preferred stock dividends
|
|
|
(485
|
)
|
|
|
(485
|
)
|
|
|
(1,456
|
)
|
|
|
(1,461
|
)
|
30
Interest Expense.
Interest expense for all periods presented was related to the outstanding
indebtedness under our term loan and revolving credit facilities. The decreased interest expense
for third quarter and third quarter year-to-date 2009, when compared to the similar periods in 2008
was primarily the result of lower interest rates.
Other Income (Expense), Net.
Other income (expense), net is composed principally of interest
income, the effect of foreign currency transaction gains and losses and other non-operating items.
The changes in other income (expense) for third quarter and third quarter year-to-date 2009, when
compared to the same periods in 2008, were primarily related to foreign currency transaction gains
and losses.
Provision for Income Taxes.
We recorded a provision for income taxes of $22,000 for third
quarter 2009 and $0.5 million for third quarter year-to-date 2009. We had a provision for income
taxes of $3.2 million for third quarter 2008 and $1.0 million for third quarter year-to-date 2008.
We record our interim provision for, or benefit from, income taxes based on our estimated annual
effective tax rate for the year. Our tax provision or benefit is primarily related to state and
foreign income taxes, and is impacted by our net operating loss carry forwards and our ability to
use them. As a result of these circumstances, and due to significant changes in our period to
period results, we have experienced significant fluctuations in our effective tax rate and
respective tax provisions or benefits over the past several quarters and expect such fluctuations
to continue over the next several quarters.
Based upon available evidence, there is uncertainty regarding our ability to realize our
deferred tax assets and we have therefore recorded a full valuation allowance against the deferred
tax assets in our consolidated financial statements. Based on our estimates of taxable income for
the remainder of 2009 and beyond, we believe the uncertainty regarding the ability to realize our
deferred tax assets may diminish to the point where the recognition of our deferred tax assets, to
a certain level, may be warranted in the future. If we determine that it is more likely than not
that we will be able to realize our deferred tax assets in the future, an adjustment to the
deferred tax asset valuation allowance would be recorded in the period when such determination is
made.
Prior to any changes in our overall assessment in the realizability of our fully reserved
deferred tax assets, as discussed above, if we generate taxable income in the U.S. or certain other
international jurisdictions, and utilize pre-acquisition net operating loss carry forwards to
offset this income, we will recognize income tax expense at the applicable statutory rate in our
consolidated statement of operations, as the reduction in the related valuation allowance for these
pre-acquisition net operating loss carry forwards will reduce goodwill rather than offset income
tax expense. As discussed in Note 1 to Consolidated Financial Statements, when we adopt SFAS 141R
in our fiscal year 2010, changes in deferred tax asset valuation allowances from a business
combination after the measurement period will impact income tax expense and not goodwill. Due to
the age of the respective net operating loss carry forwards, we first must use carry forwards
related to our acquisition in 2006 of MAI Systems, Inc. (MAI), subject to Section 382
limitations, followed by our carry forwards from Fourth Shift which we acquired in 2001. The MAI
and Fourth Shift carry forwards both had a full valuation allowance against them at the time of
acquisition, so the applicable purchase price was allocated to goodwill and not to net deferred tax
assets.
At June 30, 2009, we had approximately $0.5 million of gross unrecognized tax benefits. If
all of our unrecognized tax benefits were recognized, there would be no significant impact to our
effective tax rate as the vast majority of our unrecognized tax benefits relate to pre-acquisition
deferred tax assets with a full valuation allowance which, if realized, would reduce goodwill. We
recognize interest and penalties accrued on any unrecognized tax benefits as a component of income
tax expense and there were no such items in the first three quarters of 2009.
We file income tax returns in the U.S. federal jurisdiction and various state and foreign
jurisdictions. With the exception of carry forward tax attributes, we are no longer subject to U.S.
federal tax examinations for years before 2005. State jurisdictions that remain subject to
examination range from 2004 to 2007. We do not believe there will be any material changes in our
unrecognized tax positions over the next 12 months.
Income from Discontinued Operations.
In first quarter 2009, we received a cash distribution
of $0.4 million, net of income taxes, from the AremisSoft liquidating trust which was recorded as
income from discontinued operations.
AremisSoft Corporation was our former parent company and, in connection with approval of its
plan of reorganization in bankruptcy in 2002, the former parent entered into a liquidating trust
agreement pursuant to which
31
the trust is entitled to any and all of the proceeds from the former parents litigation
claims and sale of certain other assets of the former parent. Securities class action plaintiffs
are entitled to all of the beneficial interests in the liquidating trust, but we are entitled to
10% of the net distributions from the trust. The Trustees have indicated to claimants that they
continue to aggressively pursue actions and recoveries against former AremisSoft executives and
financial institutions. Previously, in December 2003 and in June 2005, we received distributions
from the trust totaling $15.5 million, which were reported as income from discontinued operations,
net of expenses and income taxes. Future receipts of cash, if any, will also be accounted for as
income from discontinued operations.
Preferred Stock Dividends.
Preferred stock dividends impact our net income (loss) available
to common shareholders. We record dividends related to our Series C-1 and Series D Convertible
Preferred Stock at a rate of 8% and these dividends are paid semi-annually. On December 31, 2008,
in a non-cash transaction, we issued 2,336,507 shares of our common stock, $0.01 par value per
share, to the holders of our Series C-1 and Series D convertible preferred stock in lieu of the
approximately $1.0 million of cash dividends required to be paid on that date. The dividends
accrued for the semi-annual period from January 1, 2009 through June 30, 2009 were paid in cash on
July 1, 2009. See Note 6 to Consolidated Financial Statements for additional information about our
preferred stock. We currently expect that our preferred stock dividends will continue to be
approximately $0.5 million per quarter.
Liquidity and Capital Resources
Cash and Cash Equivalents.
At June 30, 2009, we had approximately $15.0 million of cash and
cash equivalents, an increase of $3.0 million from September 30, 2008. We had approximately $2.5
million of Renminbi, the currency of the Peoples Republic of China, which was included in cash and
cash equivalents. The Chinese government considers the majority of the Renminbi balance to be
undistributed earnings which contain temporary or permanent restrictions for transferring to the
United States. Our most significant source of operating cash flows is generally derived from
license, maintenance and professional services revenues. Our primary uses of cash from operating
activities are for employee costs and third-party costs for services and facilities.
Working Capital Deficit.
Our working capital deficit, defined as current assets less current
liabilities, was $5.9 million at June 30, 2009 and $9.7 million at September 30, 2008. This
improvement was primarily the result of the increase in cash and the decreases in accounts payable,
accrued expenses and other current liabilities, slightly offset by the decrease in accounts
receivable. Accounts receivable decreased as we collected
approximately $2.3 million in third
quarter 2009 from balances outstanding with Red Roof Inns. As cash increased, we were able to
decrease our accounts payable and accrual balances. A significant component of our working capital
deficit is deferred revenue, which primarily represents our obligation to provide future
maintenance services and is not a cash obligation, except for maintenance and support costs, which
typically approximate 30% of the deferred revenue amount.
As of June 30, 2009, we have outstanding receivables from Red Roof Inns of approximately $5.2
million, which represented 27% of our consolidated accounts receivable balance. In late June 2009,
Red Roof Inns announced that it had defaulted on certain outstanding debt obligations. As a
result, it is possible that payments due from Red Roof Inns may be slower to arrive; however, we do
not currently anticipate any write offs of their receivable balances. As mentioned earlier, we
collected approximately $2.3 million from Red Roof Inns in third quarter 2009, and, thus far in
fourth quarter 2009, we have collected approximately $0.4 million.
Cash Flows from Operating Activities.
We generated $5.9 million of cash from operations for
third quarter year-to-date 2009 compared to $2.0 million for the same period in 2008. The third
quarter year-to-date 2009 cash provided by operations includes $0.4 million of net cash provided by
discontinued operations for the distribution received from the AremisSoft liquidating trust, as
discussed earlier. Significant non-cash expenses for third quarter year-to-date 2009 included
intangible asset amortization of $2.1 million, fixed asset depreciation of $0.7 million and
stock-based compensation of $1.2 million, compared to $2.4 million, $1.1 million and $1.7 million,
respectively, for third quarter year-to-date 2008. The remaining cash provided by operating
activities was due primarily to changes in our working capital accounts as discussed above.
32
Cash Flows from Investing Activities.
We used $0.5 million and $0.6 million of cash for
investing activities for third quarter year-to-date 2009 and 2008, respectively, primarily for
purchases of computer equipment.
Cash Flows from Financing Activities.
We used $2.3 million of cash for financing activities
for third quarter year-to-date 2009, with $2.6 million of cash used for repayments of our long-term
obligations and $0.3 million of cash received from short term borrowings. On December 31, 2008, in
a non-cash transaction, we issued 2,336,507 shares of our common stock, $0.01 par value per share,
to the holders of our Series C-1 and Series D convertible preferred stock in lieu of the
approximately $1.0 million of cash dividends required to be paid on that date. See Note 6 to
Consolidated Financial Statements for additional information about our preferred stock. We had
$2.0 million of cash provided by financing activities for third quarter year to date 2008, with
$5.5 million provided by short-term borrowings offset by $1.0 million used for required dividends
on our outstanding preferred stock and $2.6 million used for repayments of long-term obligations.
Commitments and Capital Adequacy
As of June 30, 2009, our primary commitments are for leased office space and payments on our
term loan and revolving credit facilities. We have no significant commitments for capital
expenditures.
We believe that cash flows from operations together with our cash and cash equivalents and
borrowing capacity under our revolving credit facility will be sufficient to meet our commitments
and cash requirements for at least the next twelve months. At June 30, 2009, our borrowing
capacity was $0.9 million under the revolving credit facility, which expires in August 2013. Our
credit agreement requires us to satisfy specific financial and operational covenants. In
particular, we are required to maintain, at the end of each calendar quarter, a minimum level of
earnings before interest, taxes, depreciation and amortization (EBITDA), as defined and measured
for the twelve months then ended. We are also required to maintain a minimum ratio of EBITDA less
capital expenditures to fixed charges over the same twelve month periods (1.1 to 1) and we have
limitations on our capital expenditures and the amount of cash we can maintain and transfer outside
of the United States.
On June 11, 2009, we amended our credit agreement to reduce the minimum EBITDA requirement for
the twelve months ended June 30, 2009 from $12.0 million to $10.75 million. Our actual EBITDA,
calculated according to the credit agreement, was $12.0 million for the twelve months ended June
30, 2009. The minimum EBITDA requirement for each quarter thereafter, is $12.0 million. On July
21, 2009, we executed a limited waiver to our credit agreement whereby our lender waived our
non-compliance, solely for May and June 2009, with a requirement that prohibits us from having cash
outside of the United States and China in an aggregate amount in excess of $5.0 million at any one
time.
While we are currently in compliance with the covenants in our credit agreement, and expect to
be in the future, we have been required to renegotiate debt agreements in the past when we violated
certain covenants. We cannot be certain that, if we were to violate the credit agreement in the
future, the lender would be agreeable to renegotiation, and if they were not, we would be required
to find alternative financing to repay the debt, or risk that the lender would seek to dispose of
some or all of our assets to repay the debt. We currently do not have arrangements for alternative
financing, and if we were forced to obtain financing in a short period of time to avoid default,
financing might not be available at all, or the terms of that financing might be very
disadvantageous to us and to our stockholders.
Off-Balance Sheet Arrangements
As of June 30, 2009, we did not engage in any off-balance sheet arrangements as defined in
Item 303 (a) (4) of Regulation S-K under the Securities Act of 1934, as amended, that have, or are
likely to have, a material current or future effect on our consolidated financial position or
results of operations.
New Accounting Pronouncements
There have been no recent accounting pronouncements beyond those discussed in Note 1 to
Consolidated Financial Statements in this Quarterly Report on Form 10-Q.
33
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not
required to provide the information required under this item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Quarterly Report on Form 10-Q, our management
conducted an evaluation, under the supervision and with the participation of our Chief Executive
Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures
as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934,
as amended (the Exchange Act)). Disclosure controls and procedures are designed to ensure that
information required to be disclosed in our reports filed under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the Securities and Exchange
Commissions rules and forms and that such information is accumulated and communicated to our
management, including our Chief Executive Officer and Chief Financial Officer, to allow timely
decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and
Chief Financial Officer concluded that our disclosure controls and procedures were effective as of
June 30, 2009.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the most recent
fiscal quarter that have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.
34
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
On July 16, 2009, a purported class action lawsuit was filed in the Court of Chancery of the
State of Delaware concerning the proposed merger. The class action was instituted by Lawrence
Elder and Lucille Elder, individually and on behalf of all public stockholders of SoftBrands,
against SoftBrands, our board of directors, Steel Holdings, Inc., Steel Merger Sub, Inc., Golden
Gate Private Equity, Inc. and Infor Global Solutions Holdings Ltd. The complaint alleges breach of
fiduciary duty by SoftBrands and the members of our board of directors arising out of the attempt
to sell SoftBrands by means of unfair process with unlawful deal protection devices, and at an
unfair price of $0.92 in cash for each share of our common stock. The complaint further alleges
that the members of our board of directors breached their fiduciary duties by engaging in self
dealing in connection with the proposed merger. The complaint also alleges that Golden Gate and
Infor aided and abetted the breach of fiduciary duties. The complaint seeks costs and disbursements
of the action, declarative and injunctive relief to prevent the consummation of the proposed
merger, and a direction to the board of directors to exercise fiduciary duties to obtain a
transaction in the stockholders best interests.
On July 30, 2009, the defendants reached an agreement in principle with the plaintiffs
regarding settlement of the lawsuit. In connection with the settlement contemplated by that
agreement in principle, the lawsuit and all claims asserted therein will be dismissed.
Although the terms of the settlement contemplated by the agreement in principle do not have a material impact on the Company, there can
be no assurance that the final settlement agreement will not have different terms.
Therefore, we cannot predict the final outcome of this lawsuit and whether the impact will be material to the Company.
On July 31, 2009, a purported class action lawsuit was filed in the District Court of the
State of Minnesota County of Hennepin concerning the proposed merger and amended on August 4, 2009.
The class action was instituted by Robert Helpert, individually and on behalf of all public
stockholders of SoftBrands, against SoftBrands, our board of directors, Steel Holdings, Inc., Steel
Merger Sub, Inc., Golden Gate Private Equity, Inc. and Infor Global Solutions Holdings Ltd. The
complaint contains substantially similar claims to those contained in the lawsuit filed in the
Court of Chancery of the State of Delaware and seeks costs and disbursements of the action,
declarative and injunctive relief to prevent the consummation of the proposed merger. Because of
the unpredictable nature of litigation, we cannot predict the outcome and whether the impact, if
any, would be material.
We are periodically engaged in litigation in the ordinary course of business, including
litigation seeking return of software licensing and servicing fees. We do not believe that any of
such litigation is material to our ongoing operations.
Item 1A. Risk Factors
Our business is subject to a number of risks and uncertainties, which are discussed in detail
in Part I, Item 1A of our 2008 Annual Report on Form 10-K.
Current market and economic conditions make it difficult to predict whether we can achieve
revenue and profitability growth over the remainder of the current fiscal year and future periods.
Economic concerns relating to liquidity, stock market volatility and decreased consumer spending
impact our customers in the hospitality and manufacturing industries, limiting their ability to
purchase our systems and services. These economic concerns are outside of our control and are
difficult to predict with any accuracy.
These conditions could also affect our business directly, in that while we believe our cash
and cash equivalents, cash generated from operations, and available lines of credit will be
sufficient to provide working capital needs for the foreseeable future, in light of current
economic conditions generally and in light of the overall performance of the stock market in recent
months, we cannot assume that funds would be available from other sources if there were an
extraordinary need for external capital.
Currency fluctuations directly affect our financial results because we conduct business in
many different currencies. In particular, changes in foreign currency exchange rates, particularly
the British Pound and the Euro, have affected our financial performance due to the business
conducted in these markets. Depending on the volume of revenues and expenses in these foreign
currencies in any particular period, and the magnitude of any changes in foreign currency exchange
rates, our operating results may be negatively impacted in future periods as well.
35
Our quarterly financial results are dependent upon the timing and size of customer orders,
particularly in our hospitality business, because larger orders have at times accounted for a
meaningful portion of our quarterly results.
Our pending merger with Steel Holdings, Inc. has negatively impacted our revenues,
particularly in our manufacturing business. The closing of the merger is subject to customary
closing conditions, including the approval of our stockholders. If the merger is completed, our
common stock will no longer be traded on the NYSE Amex Equities and will be deregistered under the
Securities Exchange Act of 1934, as amended, as soon as practicable following the completion of the
merger.
This discussion of risk factors is in addition to those other risks and uncertainties
disclosed elsewhere in this Quarterly Report on Form 10-Q and in our 2008 Annual Report on Form
10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On December 31, 2008, we issued 2,336,507 shares of our common stock, $0.01 par value per
share, to the holders of our Series C-1 and Series D convertible preferred stock in lieu of the
approximately $1.0 million of cash dividends required to be paid on that date. The shares were
issued at $0.42 per share calculated pursuant to a Dividend Payment Agreement. Such shares were
issued without registration under the Securities Act of 1933, as amended, and applicable state
securities laws in reliance upon the exemption from registration provided by Section 4(2) of the
Securities Act of 1933 and under state securities laws.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other Information
Not applicable.
Item 6. Exhibits
31.1
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Certification Pursuant to Section 302 of the Sarbanes-Oxley Act Randal B. Tofteland
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31.2
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Certification Pursuant to Section 302 of the Sarbanes-Oxley Act Gregg A. Waldon
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32
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Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
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36
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.
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SoftBrands, Inc.
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Date: August 6, 2009
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By:
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/s/ GREGG A. WALDON
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Gregg A. Waldon
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Senior Vice President and Chief Financial Officer
(principal financial and accounting officer)
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37
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