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| KEYN > SEC Filings for KEYN > Form 10-Q on 8-May-2009 | All Recent SEC Filings |
8-May-2009
Quarterly Report
31% of total revenue, respectively. We cannot be certain that customers that
have accounted for significant revenue in past periods, individually or in
aggregate, will renew our services and continue to generate revenue in any
future period. In addition, our customers that have monthly renewal arrangements
may terminate their services at any time with little or no penalty. If we lose a
major customer or a group of significant customers, our revenue could
significantly decline.
We believe that the challenges for our business include 1) continuing to drive
growth in our Internet and Mobile revenue, 2) continuing to control our expenses
for the remainder of fiscal 2009, 3) improving profitability and 4) successfully
navigating the global economic downturn.
Critical Accounting Policies and Estimates
Our condensed consolidated financial statements and accompanying notes included
elsewhere in this quarterly report on Form 10-Q are prepared in accordance with
accounting principles generally accepted in the United States. Note 2, "Summary
of Significant Accounting Policies," to the consolidated financial statements in
our Annual Report on Form 10-K for the fiscal year ended September 30, 2008
describes the significant accounting policies and methods used in the
preparation of our condensed consolidated financial statements. These accounting
principles require us to make estimates, judgments and assumptions that affect
the reported amounts of assets and liabilities as of the date of the financial
statements, as well as the reported amounts of revenue and expenses during the
periods presented. We believe that the estimates, judgments and assumptions upon
which we rely are reasonable based upon information available to us at the time
that these estimates, judgments and assumptions are made. To the extent there
are material differences between these estimates, judgments or assumptions and
actual results, our financial statements will be affected. We believe the
following critical accounting policies affect our more significant judgments and
estimates used in the preparation of our condensed consolidated financial
statements:
• Revenue recognition
• Allowance for doubtful accounts and billing allowance
• Inventories and inventory valuation
• Allocation of purchase price for business combinations
• Goodwill, identifiable intangible assets and long-lived assets - Impairment assessments
• Stock-based compensation
• Income taxes, deferred income taxes and deferred income tax liabilities
Revenue Recognition
We recognize revenue in accordance with Staff Accounting Bulletin ("SAB") 104,
"Revenue Recognition" ("SAB 104"), Emerging Issues Task Force ("EITF") Issue
00-21 "Revenue Arrangements with Multiple Deliverables" ("EITF 00-21"),
Statement of Position ("SOP") No. 97-2, "Software Revenue Recognition" ("SOP
97-2"), and the EITF Issue 03-5, "Applicability of AICPA Statement of Position
97-2 to Non-Software Deliverables in an Arrangement Containing
More-Than-Incidental Software" ("EITF 03-5"). We generally recognize revenue
when all of the following criteria have been met:
• Persuasive evidence of an arrangement exists,
• Delivery of the product or service,
• Fee is fixed and determinable and
• Collection is deemed reasonably assured.
One of the critical judgments that we make is the assessment that
"collectibility is probable." Our recognition of revenue is based on our
assessment of the probability of collecting the related accounts receivable on a
customer-by-customer basis. If we determine that collection is not reasonably
assured, then revenue is deferred and recognized upon the receipt of cash from
that arrangement.
Our revenue consists of subscription services revenue, ratable license revenue
and professional services revenue.
Subscription Services Revenue: Subscription services revenue consists of fees
from sales of subscriptions to our Perspective family of services and Global
Roamer.
Subscription service revenue is recognized in accordance with SAB 104 and EITF
00-21.
We also enter into multiple element arrangements where sufficient objective
evidence of fair value does not exist for the allocation of revenue. As a
result, the elements within our subscription arrangements do not qualify for
treatment as separate units of accounting. Accordingly, we account for fees
received under subscription arrangements as a single unit of accounting and
recognize the entire arrangement fee as revenue either ratably over the service
period, generally over twelve months, or based upon actual monthly usage.
For customers that are billed the entire amount of their subscription in
advance, subscription services revenue is deferred upon invoicing and is
recognized ratably over the service period, generally ranging from one to twelve
months, commencing on the day service is first provided. For customers that are
billed on a monthly basis, revenue is recognized monthly based upon actual
service usage for the month. Regardless of when billing occurs, we recognize
revenue as services are provided and defer any revenue that is unearned.
WebEffective service is sold on a subscription basis or as part of a
professional services engagement. We recognize revenue from the use of our
WebEffective service that is sold on a subscription basis ratably over the
subscription period, commencing on the day service is first provided, and such
revenue is recorded as subscription services revenue. We recognize revenue from
the use of our WebEffective service as part of a professional services
engagement and revenue is recorded as professional services revenue.
Ratable Licenses Revenue: Ratable licenses revenue consists of fees from the
sale of mobile automated test equipment, maintenance, engineering and minor
consulting services associated with Keynote SIGOS System Integrated Test
Environment ("SITE") as a result of our acquisition of SIGOS Systemintegration
GmbH ("Keynote SIGOS") in the third quarter of fiscal 2006. We frequently enter
into multiple element arrangements with mobile customers for the sale of our
automated test equipment, including both hardware and software licenses,
consulting services to configure the hardware and software (implementation or
integration services), post contract support (maintenance) services, training
services and other minor consulting services. These multiple element
arrangements are within the scope of SOP 97-2, and EITF 03-5. This determination
is based on the hardware component of our multiple element arrangements being
deemed to be a software related element. In addition, customers only purchase
the software and hardware as a package, with payments due upon delivery of this
hardware and software package.
None of the Keynote SIGOS implementation/integration services provided by us are
considered to be essential to the functionality of the licensed products. This
assessment is due to the implementation/integration services being performed
during a relatively short period (generally within two to three months) compared
to the length of the arrangement which typically ranges from twelve to
thirty-six months. Additionally, the implementation/integration services are
general in nature and we have a history of successfully gaining customer
acceptance.
We cannot allocate the arrangement consideration to the multiple elements based
on the vendor specific objective evidence ("VSOE") of fair value since
sufficient evidence of VSOE does not exist for the undelivered elements of the
arrangement, typically maintenance. Therefore, we recognize the entire
arrangement fee into revenue ratably over the maintenance period, historically
ranging from twelve to thirty-six months, once the implementation and
integration services are completed, usually within two to three months following
the delivery of the hardware and software. Where acceptance provisions exist in
the arrangement, the ratable recognition of revenue begins when evidence of
customer acceptance of the software and hardware has occurred as intended under
the respective arrangement's contractual terms.
Professional Services Revenue: Professional services revenue consists of fees
generated from our LoadPro, CEM and professional consulting services that are
purchased as part of a professional service project. Revenue from these services
is recognized as the services are performed, typically over a period of one to
three months. For professional service projects that contain milestones, we
recognize revenue once the services or milestones have been delivered, based on
input measures. Payment occurs either up-front or over time.
We also enter into multiple element arrangements that generally consist of
either: 1) the combination of subscription and professional services or 2)
multiple professional services. For these arrangements, we recognize revenue in
accordance with EITF 00-21. We allocate and defer revenue for the undelivered
items based on objective evidence of fair value of the undelivered elements and
recognize the difference between the total arrangement fee and the amount
deferred for the undelivered items as revenue. When sufficient objective
evidence of fair value does not exist for undelivered items when subscription
and professional services are combined, the entire arrangement fee is recognized
ratably over the applicable performance period.
Deferred Revenue: Deferred revenue is comprised of all unearned revenue that has
been collected in advance, primarily unearned subscription services and ratable
licenses revenue, and is recorded as deferred revenue on the balance sheet until
the revenue is earned. Any unpaid deferred revenue reduces the balance of
accounts receivable and is not reflected in deferred revenue. Short-term
deferred revenue represents the unearned revenue that has been collected in
advance that will be earned within twelve months of the balance sheet date.
Correspondingly, long-term deferred revenue represents the unearned revenue that
will be earned after twelve months of the balance sheet date and primarily
relates to ratable licenses revenue.
We generally do not grant refunds. All discounts granted reduce revenue. Free
trials are occasionally provided to prospective customers who would like to try
certain of our Perspective and other subscription services before they commit to
purchasing the services. The services provided during the trial period are
typically stand-alone transactions and are not bundled with other services.
Revenue is not recognized for these free trial periods.
The table below represents the balances of gross deferred revenue (short-term
and long-term aggregated) as of March 31, 2009 and September 30, 2008. Unpaid
deferred revenue that has an associated accounts receivable balance as of the
balance sheet dates is added back to net deferred revenue, resulting in gross
deferred revenue. The amount of unpaid deferred revenue may change at any point
in time as it is based upon the timing of when invoices are collected and
whether there is any unpaid deferred revenue associated with such accounts
receivable.
Domestic International Total
Net deferred revenue $ 6,107 $ 15,224 $ 21,331
Addback: unpaid deferred revenue 3,210 2,304 5,514
Gross deferred revenue at March 31, 2009 $ 9,317 $ 17,528 $ 26,845
Net deferred revenue $ 5,982 $ 13,951 $ 19,933
Addback: unpaid deferred revenue 2,425 2,331 4,756
Gross deferred revenue at September 30, 2008 $ 8,407 $ 16,282 $ 24,689
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Allowance for Doubtful Accounts and Billing Allowance
Accounts receivable are recorded net of an allowance for doubtful accounts
receivable and billing allowance and unpaid deferred revenue to the extent that
there is any associated accounts receivable balance.
Our allowance for doubtful accounts is determined based on historical trends,
experience and current market and industry conditions. We regularly review the
adequacy of our accounts receivable allowance after considering the age of each
invoice of the accounts receivable aging, each customer's expected ability to
pay and our collection history with each customer. We review invoices greater
than 60 days past due to determine whether an allowance is appropriate based on
the receivable balance. In addition, we maintain a reserve for all other
invoices, which is calculated by applying a percentage, based on historical
collection trends, to the outstanding accounts receivable balance as well as
specifically identified accounts that are deemed uncollectible.
Billing allowance represents the reserve for potential billing adjustments that
are recorded as a reduction of revenue and represents a percentage of revenue
based on historical trends and experience. The allowance for doubtful accounts
and billing allowance represent management's best estimate, but changes in
circumstances relating to accounts receivable and billing adjustments, including
unforeseen declines in market conditions and collection rates and the number of
billing adjustments, may result in additional allowances in the future or
reductions in allowances due to future recoveries or trends.
Inventories and Inventory Valuation
Inventories related to SIGOS SITE systems were approximately $1.1 million as of
March 31, 2009, and relate to direct costs associated with finished goods
hardware. Inventories are stated at the lower of cost (determined on a first-in,
first-out basis) or market. Market is based on estimated replacement value.
Determining market value of inventories involves numerous judgments, including
average selling prices and sales volumes of future periods. We primarily utilize
current selling prices for measuring any potential declines in market value
below cost. Any adjustment for market value is charged to direct cost of ratable
licenses at the point of market value decline.
We evaluate our ending inventories for excess quantities and obsolescence on a
quarterly basis. This evaluation includes analysis of historical and forecasted
sales of our product. Inventories on hand in excess of forecasted demand are
provided for. In addition, we write off inventories that are considered
obsolete. Obsolescence is determined from several factors, including
competitiveness of product offerings, market conditions, and product life
cycles.
Our inventories include mainly computer hardware and mobile hardware and
accessories that may be subject to technological obsolescence. Our products are
sold in a competitive industry. If actual product demand or selling prices are
less favorable than we
estimate, we may be required to take inventory write-downs. For the three months
ended March 31, 2009 and 2008, we did not experience any write-down of
inventories.
Allocation of Purchase Price for Business Combinations
We are required to allocate the purchase price of acquired companies to the
tangible and intangible assets acquired and liabilities assumed, as well as any
in-process research and development ("IPR&D"), based on their estimated fair
values. Our methodology for allocating the purchase price relating to
acquisitions is usually determined based on management's assessment in
conjunction with valuations performed by an independent third party. Such a
valuation requires making significant estimates and assumptions, especially with
respect to intangible assets. Critical estimates in valuing certain intangible
assets include, but are not limited to, future expected cash flows from customer
contracts, customer lists and acquired developed technologies, expected costs to
develop IPR&D into commercially viable products and estimating cash flows from
projects when completed and discount rates. Estimates of fair value are based
upon assumptions believed to be reasonable, but which are inherently uncertain
and unpredictable and, as a result, actual results may differ from estimates.
Other estimates such as accruals associated with the accounting for acquisitions
may change as additional information becomes available regarding the assets
acquired and liabilities assumed.
Goodwill, Identifiable Intangible Assets and Long-Lived Assets
Goodwill is measured as the excess of the cost of acquisition over the sum of
the amounts assigned to identifiable assets acquired less liabilities assumed.
We evaluate our identifiable goodwill for impairment on an annual basis, and
whenever events or changes in circumstances indicate that the carrying value of
an asset may not be fully recoverable for our single reporting unit. In addition
we evaluate our intangible assets and other long-lived assets for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. Factors we consider important which could
trigger an impairment review include the following:
• significant changes in the manner of our use of the acquired assets or the
strategy of our overall business;
• significant negative industry or economic trends;
• significant decline in our stock price for a sustained period; and
• our market capitalization relative to net book value.
Management continually applies its judgment when performing these evaluations to
determine the timing of the testing, the undiscounted net cash flows used to
assess recoverability of the intangible assets and the fair value of the asset
group.
We performed an annual goodwill and long lived assets impairment review during
the fourth quarter in fiscal 2006, 2007, and 2008. We did not record an
impairment charge based on our reviews. The goodwill recorded on the condensed
consolidated balance sheet as of March 31, 2009 was approximately $62.1 million
as compared to $64.4 million as of September 30, 2008.
Goodwill is tested for impairment on an annual basis and between annual tests if
indicators of potential impairment exist. Given the continuing deterioration of
economic conditions, we evaluated if there were any triggering events that would
indicate an interim impairment analysis of our goodwill balances during the
three months ended March 31, 2009 was necessary. There was a decline in the
market capitalization of our company, as well as comparable companies, during
the three months ended March 31, 2009. We concluded that there were no
triggering events as of March 31, 2009 which would require a formal impairment
analysis of the carrying value of goodwill. In making this determination, we
considered the carrying value of our stockholders' equity as compared with our
market capitalization and the implied control premium to reconcile these
amounts. We also considered our historical and forecasted revenues and operating
results. We believe that the recent decline in our market capitalization is not
due to any fundamental change or adverse events in our company's operations.
Accordingly, we have not recognized any impairment charge of goodwill in the
accompanying condensed consolidated financial statements. We will continue to
monitor our economic situation and the need to perform an impairment analysis in
light of recent macro-economic indications in the equity markets as well as
recent volatility and downward pressure on our market capitalization. To the
extent we conclude that there are any indicators of impairment prior to the date
of the next annual goodwill impairment test on September 30, 2009, we will
perform an impairment analysis under SFAS No. 142, "Goodwill and Other
Intangible Assets," and could record an impairment charge to write down goodwill
to its fair value. Any such charge could be significant and accordingly, would
have a material impact on our financial position and results of operations, but
would not be expected to have a material adverse effect on our cash flows from
operations.
If future events or circumstances indicate that an impairment assessment is
required on intangible or long-lived assets and an asset group is determined to
be impaired, our financial results could be materially and adversely impacted in
future periods.
Stock-Based Compensation
We issue stock options to our employees and outside directors and provide our
employees the right to purchase common stock under our employee stock purchase
plan. Since October 1, 2005, we account for stock-based compensation in
accordance with SFAS No. 123R. Under the fair value recognition provisions of
this statement, share-based compensation cost is measured at the grant date
based on the fair value of the award and is recognized as expense over the
service (vesting) period. The value of an option is estimated using the
Black-Scholes option valuation model which requires the input of highly
subjective assumptions. A change in our assumptions could materially affect the
fair value estimate, and thus, the total calculated costs associated with the
grant of stock options or the issue of stock under the employee stock purchase
plan. If actual forfeiture rates differ significantly from estimated forfeiture
rates, stock-based compensation expense and our results of operations could be
materially impacted. See Note 1 to the Notes to Condensed Consolidated Financial
Statements for more detail.
Income Taxes, Deferred Income Tax Assets and Deferred Income Tax Liabilities
We are required to estimate our income taxes in each of the jurisdictions in
which we operate. This process involves estimating our actual current tax
liabilities, including the impact, if any, of additional taxes resulting from
tax examinations together with assessing temporary differences resulting from
differing treatment of items, such as deferred revenue, for tax and accounting
. . .
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