x
|
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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o
|
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Delaware
|
04-2735766
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|
(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
|
Large accelerated filer o
|
Accelerated filer o
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Non-accelerated filer o (Do not check if a smaller reporting company)
|
Smaller reporting company x
|
|
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Page
|
Part I – Financial Information
|
|
|
Item 1.
|
2
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2
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||
3
|
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4
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5
|
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6
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||
7
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Item 2.
|
18
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Item 3.
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26
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Item 4.
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26
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Part II – Other Information
|
||
Item 1.
|
26
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Item 1A.
|
26
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Item 6.
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27
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Part I
|
Financial Information
|
December 31,
|
June 30,
|
|||||||
2012
|
2012
|
|||||||
(Unaudited)
|
|
|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$ | 24,591 | $ | 29,613 | ||||
Accounts receivable, less allowance for doubtful accounts of $92 at December 31, 2012 and $80 at June 30, 2012
|
10,129 | 8,739 | ||||||
Inventories
|
2,460 | 3,683 | ||||||
Prepaid expenses and other current assets
|
1,672 | 2,129 | ||||||
Total current assets
|
38,852 | 44,164 | ||||||
Property, plant and equipment, net
|
3,318 | 3,966 | ||||||
Intangible - purchased technology, net
|
565 | 928 | ||||||
Intangible - customer relationships, net
|
653 | 739 | ||||||
Other long-term assets, net
|
935 | 1,076 | ||||||
Total assets
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$ | 44,323 | $ | 50,873 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
Current liabilities:
|
||||||||
Accounts payable and accrued expenses
|
$ | 6,285 | $ | 5,931 | ||||
Deferred revenue
|
7,849 | 8,850 | ||||||
Total current liabilities
|
14,134 | 14,781 | ||||||
Non-current liabilities:
|
||||||||
Deferred revenue
|
1,605 | 2,788 | ||||||
Pension liability
|
2,738 | 2,541 | ||||||
Other
|
1,870 | 1,657 | ||||||
Total liabilities
|
20,347 | 21,767 | ||||||
Commitments and contingencies (Note 11)
|
||||||||
Stockholders' equity:
|
||||||||
Shares of common stock, par value $.01; 14,000,000 authorized; 8,791,891 and 8,700,789 issued and outstanding at December 31, 2012 and June 30, 2012, respectively
|
88 | 87 | ||||||
Capital in excess of par value
|
208,198 | 207,830 | ||||||
Accumulated deficit
|
(184,700 | ) | (179,415 | ) | ||||
Treasury stock, at cost; 37,788 at December 31, 2012 and June 30, 2012
|
(255 | ) | (255 | ) | ||||
Accumulated other comprehensive income
|
645 | 859 | ||||||
Total stockholders' equity
|
23,976 | 29,106 | ||||||
Total liabilities and stockholders' equity
|
$ | 44,323 | $ | 50,873 |
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
December 31,
|
December 31,
|
|||||||||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||||||
Revenues:
|
||||||||||||||||
Product
|
$ | 10,099 | $ | 10,034 | $ | 19,063 | $ | 16,818 | ||||||||
Service
|
6,490 | 6,376 | 12,530 | 12,480 | ||||||||||||
Total revenues
|
16,589 | 16,410 | 31,593 | 29,298 | ||||||||||||
Cost of sales:
|
||||||||||||||||
Product
|
4,295 | 4,569 | 7,848 | 7,339 | ||||||||||||
Service
|
2,751 | 2,843 | 5,390 | 5,680 | ||||||||||||
Total cost of sales
|
7,046 | 7,412 | 13,238 | 13,019 | ||||||||||||
Gross margin
|
9,543 | 8,998 | 18,355 | 16,279 | ||||||||||||
Operating expenses:
|
||||||||||||||||
Sales and marketing
|
3,643 | 4,296 | 7,281 | 8,598 | ||||||||||||
Research and development
|
2,948 | 3,346 | 5,795 | 6,926 | ||||||||||||
General and administrative
|
2,076 | 1,817 | 3,990 | 3,720 | ||||||||||||
Total operating expenses
|
8,667 | 9,459 | 17,066 | 19,244 | ||||||||||||
Operating income (loss)
|
876 | (461 | ) | 1,289 | (2,965 | ) | ||||||||||
Interest income
|
9 | 34 | 25 | 95 | ||||||||||||
Interest expense
|
(17 | ) | (18 | ) | (36 | ) | (36 | ) | ||||||||
Other (expense) income, net
|
(189 | ) | (196 | ) | (167 | ) | (226 | ) | ||||||||
Income (loss) before income taxes
|
679 | (641 | ) | 1,111 | (3,132 | ) | ||||||||||
Provision for income taxes
|
6 | 192 | 113 | 301 | ||||||||||||
Net income (loss)
|
$ | 673 | $ | (833 | ) | $ | 998 | $ | (3,433 | ) | ||||||
Net income (loss) per share
|
||||||||||||||||
Basic
|
$ | 0.08 | $ | (0.10 | ) | $ | 0.11 | $ | (0.40 | ) | ||||||
Diluted
|
$ | 0.08 | $ | (0.10 | ) | $ | 0.11 | $ | (0.40 | ) | ||||||
Weighted average shares outstanding - basic
|
8,741 | 8,621 | 8,712 | 8,554 | ||||||||||||
Weighted average shares outstanding - diluted
|
8,851 | 8,621 | 8,852 | 8,554 | ||||||||||||
Cash dividends declared per common share
|
$ | 0.56 | $ | - | $ | 0.68 | $ | - |
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
December 31,
|
December 31,
|
|||||||||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||||||
Net income (loss)
|
$ | 673 | $ | (833 | ) | $ | 998 | $ | (3,433 | ) | ||||||
Other comprehensive income (loss):
|
||||||||||||||||
Foreign currency translation adjustment
|
(172 | ) | 117 | (218 | ) | 228 | ||||||||||
Pension and post-retirement benefits, net of tax
|
2 | 6 | 4 | 2 | ||||||||||||
Other comprehensive income (loss)
|
(170 | ) | 123 | (214 | ) | 230 | ||||||||||
Comprehensive income (loss)
|
$ | 503 | $ | (710 | ) | $ | 784 | $ | (3,203 | ) |
Common Stock
|
Treasury Stock
|
|||||||||||||||||||||||||||||||
Shares
|
Par Value
|
Capital in Excess of Par Value
|
Accumulated Deficit
|
Accumulated Other Comp. Income
|
Shares
|
Cost
|
Total
|
|||||||||||||||||||||||||
Balance at June 30, 2012
|
8,700,789 | $ | 87 | $ | 207,830 | $ | (179,415 | ) | $ | 859 | (37,788 | ) | $ | (255 | ) | $ | 29,106 | |||||||||||||||
Comprehensive Income (loss):
|
||||||||||||||||||||||||||||||||
Net income (loss)
|
998 | 998 | ||||||||||||||||||||||||||||||
Foreign Currency Translation
|
(218 | ) | (218 | ) | ||||||||||||||||||||||||||||
Pension plan
|
4 | 4 | ||||||||||||||||||||||||||||||
Total Comprehensive income (loss)
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784 | |||||||||||||||||||||||||||||||
Dividends
|
(6,283 | ) | (6,283 | ) | ||||||||||||||||||||||||||||
Stock option compensation expensed
|
2 | 2 | ||||||||||||||||||||||||||||||
Restricted stock compensation expensed
|
367 | 367 | ||||||||||||||||||||||||||||||
Lapse of restriction on restricted stock
|
91,102 | 1 | (1 | ) | - | |||||||||||||||||||||||||||
Balance at December 31, 2012
|
8,791,891 | $ | 88 | $ | 208,198 | $ | (184,700 | ) | $ | 645 | (37,788 | ) | $ | (255 | ) | $ | 23,976 |
Six Months Ended
|
||||||||
December 31,
|
||||||||
2012
|
2011
|
|||||||
OPERATING ACTIVITIES
|
||||||||
Net income (loss)
|
$ | 998 | $ | (3,433 | ) | |||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
||||||||
Depreciation and amortization
|
1,668 | 1,791 | ||||||
Share-based compensation
|
369 | 456 | ||||||
Other non-cash expenses
|
348 | 284 | ||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
(1,404 | ) | (3,572 | ) | ||||
Inventories
|
1,027 | (345 | ) | |||||
Prepaid expenses and other current assets
|
397 | (583 | ) | |||||
Other long-term assets
|
125 | 379 | ||||||
Accounts payable and accrued expenses
|
225 | 1,734 | ||||||
Deferred revenue
|
(2,184 | ) | (2,260 | ) | ||||
Other long-term liabilities
|
33 | 138 | ||||||
Total adjustments to net income (loss)
|
604 | (1,978 | ) | |||||
Net cash provided by (used in) operating activities
|
1,602 | (5,411 | ) | |||||
INVESTING ACTIVITIES
|
||||||||
Additions to property and equipment
|
(534 | ) | (907 | ) | ||||
Proceeds from sale or maturity of short-term investments
|
- | 7,634 | ||||||
Purchase of short-term investments
|
- | (2,226 | ) | |||||
Net cash (used in) provided by investing activities
|
(534 | ) | 4,501 | |||||
FINANCING ACTIVITIES
|
||||||||
Dividends paid
|
(5,953 | ) | - | |||||
Net cash used in financing activities
|
(5,953 | ) | - | |||||
Effect of exchange rates on cash and cash equivalents
|
(137 | ) | (210 | ) | ||||
Change in cash and cash equivalents
|
(5,022 | ) | (1,120 | ) | ||||
Cash and cash equivalents at beginning of period
|
29,613 | 27,814 | ||||||
Cash and cash equivalents at end of period
|
$ | 24,591 | $ | 26,694 | ||||
Cash paid during the period for:
|
||||||||
Interest
|
$ | 14 | $ | 14 | ||||
Income taxes (net of refunds)
|
$ | 457 | $ | 540 |
1.
|
Overview of Business and Basis of Presentation
|
2.
|
Summary of Significant Accounting Policies
|
|
●
|
persuasive evidence of an arrangement exists,
|
|
●
|
the system has been shipped or the services have been performed,
|
|
●
|
the fee is fixed or determinable, and
|
|
●
|
collectability of the fee is probable.
|
●
|
Level 1
|
Quoted prices (unadjusted) in active markets for identical assets or liabilities;
|
●
|
Level 2
|
Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and
|
●
|
Level 3
|
Assets or liabilities for which fair value is based on valuation models with significant unobservable pricing inputs and which result in the use of management estimates.
|
As of
|
Quoted Prices in
|
Observable
|
Unobservable
|
|||||||||||||
December 31, 2012
|
Active Markets
|
Inputs
|
Inputs
|
|||||||||||||
Fair Value
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
|||||||||||||
Cash
|
$ | 14,563 | $ | 14,563 | $ | - | $ | - | ||||||||
Money market funds
|
10,028 | 10,028 | - | - | ||||||||||||
Cash and cash equivalents
|
$ | 24,591 | $ | 24,591 | $ | - | $ | - |
As of
|
Quoted Prices in
|
Observable
|
Unobservable
|
|||||||||||||
June 30, 2012
|
Active Markets
|
Inputs
|
Inputs
|
|||||||||||||
Fair Value
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
|||||||||||||
Cash
|
$ | 19,591 | $ | 19,591 | $ | - | $ | - | ||||||||
Money market funds
|
10,022 | 10,022 | - | - | ||||||||||||
Cash and cash equivalents
|
$ | 29,613 | $ | 29,613 | $ | - | $ | - |
3.
|
Basic and Diluted Net Income (Loss) per Share
|
Three Months Ended
December 31,
|
Six Months Ended
December 31,
|
|||||||||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||||||
Basic and diluted earnings per share (EPS) calculation:
|
||||||||||||||||
Net income (loss)
|
$ | 673 | $ | (833 | ) | $ | 998 | $ | (3,433 | ) | ||||||
Basic weighted average number of shares outstanding
|
8,741 | 8,621 | 8,712 | 8,554 | ||||||||||||
Effect of dilutive securities:
|
||||||||||||||||
Restricted stock
|
110 | - | 140 | - | ||||||||||||
Diluted weighted average number of shares outstanding
|
8,851 | 8,621 | 8,852 | 8,554 | ||||||||||||
Basic EPS
|
$ | 0.08 | $ | (0.10 | ) | $ | 0.11 | $ | (0.40 | ) | ||||||
Diluted EPS
|
$ | 0.08 | $ | (0.10 | ) | $ | 0.11 | $ | (0.40 | ) |
4.
|
Share-Based Compensation
|
Weighted Average
|
||||||||
Grant Date
|
||||||||
Restricted Stock Awards
|
Shares
|
Fair Value
|
||||||
Non-vested at July 1, 2012
|
246,066 | $ | 4.94 | |||||
Granted
|
109,667 | 4.63 | ||||||
Vested
|
(91,102 | ) | 4.61 | |||||
Forfeited
|
(20,185 | ) | 5.03 | |||||
Non-vested at December 31, 2012
|
244,446 | $ | 4.91 |
Weighted Average
|
||||||||
Grant Date
|
||||||||
Performance Stock Awards
|
Shares
|
Fair Value
|
||||||
Non-vested at July 1, 2012
|
218,854 | $ | 2.25 | |||||
Granted
|
133,333 | 4.40 | ||||||
Vested
|
- | - | ||||||
Forfeited
|
(87,381 | ) | 1.23 | |||||
Non-vested at December 31, 2012
|
264,806 | $ | 3.66 |
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
December 31,
|
December 31,
|
|||||||||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||||||
Share-based compensation expense included in the Statements of Operations:
|
|
|||||||||||||||
Cost of sales
|
$ | 14 | $ | 16 | $ | 27 | $ | 34 | ||||||||
Sales and marketing
|
41 | 38 | 68 | 75 | ||||||||||||
Research and development
|
27 | 30 | 54 | 74 | ||||||||||||
General and administrative
|
119 | 102 | 220 | 273 | ||||||||||||
Total
|
201 | 186 | 369 | 456 | ||||||||||||
Tax benefit
|
- | - | - | - | ||||||||||||
Share-based compensation expense, net of taxes
|
$ | 201 | $ | 186 | $ | 369 | $ | 456 |
5.
|
Inventories
|
December 31,
|
June 30,
|
|||||||
2012
|
2012
|
|||||||
Raw materials
|
$ | 1,539 | $ | 2,736 | ||||
Work-in-process
|
475 | 309 | ||||||
Finished goods
|
446 | 638 | ||||||
Total inventory
|
$ | 2,460 | $ | 3,683 |
6.
|
Other Intangible Assets
|
December 31,
|
June 30,
|
|||||||
2012
|
2012
|
|||||||
Purchased technology
|
$ | 7,700 | $ | 7,700 | ||||
Customer relationships
|
1,900 | 1,900 | ||||||
Patents
|
78 | 78 | ||||||
Total cost of intangibles
|
9,678 | 9,678 | ||||||
Purchased technology
|
(7,135 | ) | (6,772 | ) | ||||
Customer relationships
|
(1,247 | ) | (1,161 | ) | ||||
Patents
|
(10 | ) | (7 | ) | ||||
Total accumulated amortization
|
(8,392 | ) | (7,940 | ) | ||||
Total intangible assets, net
|
$ | 1,286 | $ | 1,738 |
7.
|
Accounts Payable and Accrued Expenses
|
December 31,
|
June 30,
|
|||||||
2012
|
2012
|
|||||||
Accounts payable, trade
|
$ | 1,684 | $ | 1,277 | ||||
Accrued payroll, vacation, severance and other employee expenses
|
3,301 | 2,854 | ||||||
Current dividends payable
|
76 | - | ||||||
Other accrued expenses
|
1,224 | 1,800 | ||||||
Total accounts payable and accrued expenses
|
$ | 6,285 | $ | 5,931 |
8.
|
Concentration of Credit Risk, Segment, and Geographic Information
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
December 31,
|
December 31,
|
|||||||||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||||||
United States
|
$ | 10,191 | $ | 9,316 | $ | 20,192 | $ | 16,445 | ||||||||
Other North America
|
1,482 | 746 | 2,044 | 1,480 | ||||||||||||
Total North America
|
11,673 | 10,062 | 22,236 | 17,925 | ||||||||||||
Japan
|
3,465 | 3,637 | 6,633 | 6,826 | ||||||||||||
Other Asia Pacific countries
|
555 | 704 | 667 | 920 | ||||||||||||
Total Asia Pacific
|
4,020 | 4,341 | 7,300 | 7,746 | ||||||||||||
Europe
|
894 | 2,007 | 2,053 | 3,539 | ||||||||||||
South America
|
2 | - | 4 | 88 | ||||||||||||
Total revenue
|
$ | 16,589 | $ | 16,410 | $ | 31,593 | $ | 29,298 |
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
December 31,
|
December 31,
|
|||||||||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||||||
Customer A
|
16 | % | 12 | % | 13 | % |
<10
|
% | ||||||||
Customer B
|
12 | % | 12 | % | 16 | % | 10 | % | ||||||||
Customer C
|
<10
|
% | 17 | % |
<10
|
% | 17 | % | ||||||||
Customer D
|
<10
|
% |
<10
|
% |
<10
|
% | 12 | % |
December 31,
|
June 30,
|
||||||||
2012
|
2012
|
||||||||
Customer E
|
12 | % | 19 | % | |||||
Customer A
|
12 | % | 12 | % |
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
December 31,
|
December 31,
|
|||||||||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||||||
Vendor A
|
18 | % | 31 | % | 16 | % | 26 | % | ||||||||
Vendor B
|
12 | % |
<10
|
% | 11 | % |
<10
|
% | ||||||||
Vendor C
|
11 | % |
<10
|
% | 12 | % |
<10
|
% |
9.
|
Revolving Credit Facility
|
10.
|
Retirement Plans
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
December 31,
|
December 31,
|
|||||||||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||||||
Service cost
|
$ | 1 | $ | 3 | $ | 2 | $ | 7 | ||||||||
Interest cost
|
47 | 56 | 93 | 114 | ||||||||||||
Expected return on plan assets
|
(18 | ) | (23 | ) | (36 | ) | (48 | ) | ||||||||
Amortization of net (gain) loss
|
2 | (1 | ) | 4 | (1 | ) | ||||||||||
Net periodic benefit cost
|
$ | 32 | $ | 35 | $ | 63 | $ | 72 |
11.
|
Commitments and Contingencies
|
Asserting Party
|
Jurisdiction
|
Patents at Issue
|
||
Pragmatus VOD LLC
|
U.S. District Court of Delaware
|
U.S. Patents Nos. 5,581,479 and 5,636,139
|
||
Olympic Developments AG, LLC
|
U.S. District Court Central
District of California
|
U.S. Patents Nos. 5,475,585 and
6,246,400
|
||
InterAd Technologies
|
U.S. District Court of Delaware
|
U.S. Patent No. 5,438,353
|
||
LVL Patent Group
|
U.S. District Court of Delaware
|
U.S Patent No. 6,044,382
|
||
Sprint Communications Company, L.P.
|
U.S. District Court Eastern
District of Pennsylvania
|
U.S. Patent Nos. 6,754,907 and
6,757,907
|
12.
|
Dividend
|
Record
|
Payment
|
Dividend
|
||||||||||
Date
|
Date
|
Type
|
Per Share
|
Total
|
||||||||
(In Thousands)
|
||||||||||||
July 17, 2012
|
July 31, 2012
|
Quarterly
|
$ | 0.06 | $ | 541 | ||||||
September 14, 2012
|
September 28, 2012
|
Quarterly
|
$ | 0.06 | $ | 554 | ||||||
December 14, 2012
|
December 28, 2012
|
Quarterly
|
$ | 0.06 | $ | 556 | ||||||
December 21, 2012
|
December 31, 2012
|
Special
|
$ | 0.50 | $ | 4,632 | ||||||
Total
|
$ | 6,283 |
Three Months Ended
|
||||||||||||||||
December 31,
|
||||||||||||||||
(Dollars in Thousands)
|
2012
|
2011
|
$ Change
|
% Change
|
||||||||||||
Product revenue
|
$ | 10,099 | $ | 10,034 | $ | 65 | 0.6 | % | ||||||||
Service revenue
|
6,490 | 6,376 | 114 | 1.8 | % | |||||||||||
Total revenue
|
16,589 | 16,410 | 179 | 1.1 | % | |||||||||||
Product cost of sales
|
4,295 | 4,569 | (274 | ) | (6.0 | %) | ||||||||||
Service cost of sales
|
2,751 | 2,843 | (92 | ) | (3.2 | %) | ||||||||||
Total cost of sales
|
7,046 | 7,412 | (366 | ) | (4.9 | %) | ||||||||||
Product gross margin
|
5,804 | 5,465 | 339 | 6.2 | % | |||||||||||
Service gross margin
|
3,739 | 3,533 | 206 | 5.8 | % | |||||||||||
Total gross margin
|
9,543 | 8,998 | 545 | 6.1 | % | |||||||||||
Operating expenses:
|
||||||||||||||||
Sales and marketing
|
3,643 | 4,296 | (653 | ) | (15.2 | %) | ||||||||||
Research and development
|
2,948 | 3,346 | (398 | ) | (11.9 | %) | ||||||||||
General and administrative
|
2,076 | 1,817 | 259 | 14.3 | % | |||||||||||
Total operating expenses
|
8,667 | 9,459 | (792 | ) | (8.4 | %) | ||||||||||
Operating income (loss)
|
876 | (461 | ) | 1,337 |
NM
|
(1) | ||||||||||
Interest (expense) income - net
|
(8 | ) | 16 | (24 | ) |
NM
|
(1) | |||||||||
Other expense - net
|
(189 | ) | (196 | ) | 7 | (3.6 | %) | |||||||||
Income (loss) before income taxes
|
679 | (641 | ) | 1,320 |
NM
|
(1) | ||||||||||
Provision for income taxes
|
6 | 192 | (186 | ) | (96.9 | %) | ||||||||||
Net income (loss)
|
$ | 673 | $ | (833 | ) | $ | 1,506 |
NM
|
(1) |
Six Months Ended
|
||||||||||||||||
December 31,
|
||||||||||||||||
(Dollars in Thousands)
|
2012
|
2011
|
$ Change
|
% Change
|
||||||||||||
Product revenue
|
$ | 19,063 | $ | 16,818 | $ | 2,245 | 13.3 | % | ||||||||
Service revenue
|
12,530 | 12,480 | 50 | 0.4 | % | |||||||||||
Total revenue
|
31,593 | 29,298 | 2,295 | 7.8 | % | |||||||||||
Product cost of sales
|
7,848 | 7,339 | 509 | 6.9 | % | |||||||||||
Service cost of sales
|
5,390 | 5,680 | (290 | ) | (5.1 | %) | ||||||||||
Total cost of sales
|
13,238 | 13,019 | 219 | 1.7 | % | |||||||||||
Product gross margin
|
11,215 | 9,479 | 1,736 | 18.3 | % | |||||||||||
Service gross margin
|
7,140 | 6,800 | 340 | 5.0 | % | |||||||||||
Total gross margin
|
18,355 | 16,279 | 2,076 | 12.8 | % | |||||||||||
Operating expenses:
|
||||||||||||||||
Sales and marketing
|
7,281 | 8,598 | (1,317 | ) | (15.3 | %) | ||||||||||
Research and development
|
5,795 | 6,926 | (1,131 | ) | (16.3 | %) | ||||||||||
General and administrative
|
3,990 | 3,720 | 270 | 7.3 | % | |||||||||||
Total operating expenses
|
17,066 | 19,244 | (2,178 | ) | (11.3 | %) | ||||||||||
Operating income (loss)
|
1,289 | (2,965 | ) | 4,254 |
NM
|
(1) | ||||||||||
Interest (expense) income - net
|
(11 | ) | 59 | (70 | ) |
NM
|
(1) | |||||||||
Other expense
|
(167 | ) | (226 | ) | 59 | (26.1 | %) | |||||||||
Income (loss) before income taxes
|
1,111 | (3,132 | ) | 4,243 |
NM
|
(1) | ||||||||||
Provision for income taxes
|
113 | 301 | (188 | ) | (62.5 | %) | ||||||||||
Net income (loss)
|
$ | 998 | $ | (3,433 | ) | $ | 4,431 |
NM
|
(1) |
|
●
|
the rate of growth or decline or change in market, if any, of video solutions market expansions and the pace that video service companies implement, upgrade or replace video solutions technology;
|
|
●
|
the impact of the global economic conditions on our business and our customers, including European Union austerity measures;
|
|
●
|
the rate of growth or decline, if any, of deployment of our real-time products;
|
|
●
|
the actual versus anticipated decline in revenue from maintenance and product sales of real-time proprietary systems;
|
|
●
|
our ability to manage expenses consistent with the rate of growth or decline in our markets;
|
|
●
|
ongoing cost control actions and expenses, including capital expenditures;
|
|
●
|
the margins on our product and service sales;
|
|
●
|
timing of product shipments, which typically occur during the last month of the quarter;
|
|
●
|
our reliance on a small customer base (three customers accounted for 38% of our revenue for the six months ended December 31, 2012, and three customers accounted for 39% of our revenue for the six months ended December 31, 2011);
|
|
●
|
the percentage of sales derived from outside the United States where there are generally longer accounts receivable collection cycles;
|
|
●
|
the number of countries in which we operate, which may require maintenance of minimum cash levels in each country and, in certain cases, may restrict the repatriation of cash, by requiring us to maintain levels of capital;
|
|
●
|
the rate of growth or decline, if any, of sales to the government and government related entities; and
|
|
●
|
the use of cash to pay quarterly and special dividends.
|
Item 4.
|
Part II
|
Other Information
|
Item 1.
|
Item 1A.
|
Item 6.
|
3.1
|
--Restated Certificate of Incorporation of the Registrant (incorporated by reference to the Registrant's Registration Statement on Form S-2 (No. 33-62440)).
|
3.2
|
--Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant (incorporated by reference to the Registrant’s Proxy on Form DEFR14A filed on June 2, 2008).
|
3.3
|
--Certificate of the Restated Certificate of Incorporation of the Registrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on June 30, 2011).
|
3.4
|
--Amended and Restated Bylaws of the Registrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on September 9, 2011).
|
3.5
|
--Certificate of Correction to Restated Certificate of Incorporation of the Registrant (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2002).
|
3.6
|
--Amended Certificate of Designations of Series A Participating Cumulative Preferred Stock (incorporated by reference to the Form 8-A/A, dated August 9, 2002).
|
3.7
|
--Amendment to Amended Certificate of Designations of Series A Participating Cumulative Preferred Stock (incorporated by reference to the Form 8-A/A, dated August 9, 2002).
|
4.1
|
Form of Common Stock Certificate (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2003).
|
4.2
|
Form of Rights Certificate (incorporated by reference to the Registrant’s Current Report on Form 8-K/A filed on August 12, 2002).
|
4.3
|
Amended and Restated Rights Agreement dated as of August 7, 2002 between the Registrant and American Stock Transfer & Trust Company, as Rights Agent (incorporated by reference to the Registrant’s Current Report on Form 8-K/A filed on August 12, 2002).
|
4.4
|
Form of Warrant (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated May 15, 2007 and incorporated herein by reference).
|
4.5
|
Form of Warrant (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated May 15, 2007 and incorporated herein by reference).
|
11.1*
|
Statement Regarding Computation of Per Share Earnings.
|
31.1**
|
Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2**
|
Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1**
|
Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2**
|
Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS | XBRL Instance Document |
101.SCH | XBRL Taxonomy Extension Schema Document |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
*
|
Data required by Statement of Financial Accounting Standards No. 128, “Earnings per Share,” is provided in the Notes to the condensed consolidated financial statements in this report.
|
Date: January 29, 2013 | CONCURRENT COMPUTER CORPORATION | ||
By:
|
/s/ Emory O. Berry
|
||
Emory O. Berry
|
|||
Chief Financial Officer and Executive Vice President of Operations
|
|||
(Principal Financial and Accounting Officer)
|
3.1
|
--Restated Certificate of Incorporation of the Registrant (incorporated by reference to the Registrant's Registration Statement on Form S-2 (No. 33-62440)).
|
3.2
|
--Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant (incorporated by reference to the Registrant’s Proxy on Form DEFR14A filed on June 2, 2008).
|
3.3
|
--Certificate of the Restated Certificate of Incorporation of the Registrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on June 30, 2011).
|
3.4
|
--Amended and Restated Bylaws of the Registrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on September 9, 2011).
|
3.5
|
--Certificate of Correction to Restated Certificate of Incorporation of the Registrant (incorporated by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2002).
|
3.6
|
--Amended Certificate of Designations of Series A Participating Cumulative Preferred Stock (incorporated by reference to the Form 8-A/A, dated August 9, 2002).
|
3.7
|
--Amendment to Amended Certificate of Designations of Series A Participating Cumulative Preferred Stock (incorporated by reference to the Form 8-A/A, dated August 9, 2002).
|
4.1
|
Form of Common Stock Certificate (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2003).
|
4.2
|
Form of Rights Certificate (incorporated by reference to the Registrant’s Current Report on Form 8-K/A filed on August 12, 2002).
|
4.3
|
Amended and Restated Rights Agreement dated as of August 7, 2002 between the Registrant and American Stock Transfer & Trust Company, as Rights Agent (incorporated by reference to the Registrant’s Current Report on Form 8-K/A filed on August 12, 2002).
|
4.4
|
Form of Warrant (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated May 15, 2007 and incorporated herein by reference).
|
4.5
|
Form of Warrant (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K dated May 15, 2007 and incorporated herein by reference).
|
11.1*
|
Statement Regarding Computation of Per Share Earnings.
|
Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
101.INS | XBRL Instance Document |
101.SCH | XBRL Taxonomy Extension Schema Document |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
*
|
Data required by Statement of Financial Accounting Standards No. 128, “Earnings per Share,” is provided in the Notes to the condensed consolidated financial statements in this report.
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Concurrent Computer Corporation;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
|
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
By:
|
/s/ Dan Mondor
|
||
Dan Mondor
|
|||
President and Chief Executive Officer
|
|||
(Principal Executive Officer)
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Concurrent Computer Corporation;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
|
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
By:
|
/s/ Emory O. Berry
|
||
Emory O. Berry
|
|||
Chief Financial Officer and Executive Vice President of Operations
|
|||
(Principal Financial and Accounting Officer)
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.
|
By:
|
/s/ Dan Mondor
|
||
Dan Mondor
|
|||
President and Chief Executive Officer
|
|||
(Principal Executive Officer)
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.
|
By:
|
/s/ Emory O. Berry
|
||
Emory O. Berry
|
|||
Chief Financial Officer and Executive Vice President of Operations
|
|||
(Principal Financial and Accounting Officer)
|
Dividend (Details) (USD $)
|
3 Months Ended | 6 Months Ended |
---|---|---|
Dec. 31, 2012
|
Dec. 31, 2012
|
|
Dividend Per Share | $ 0.56 | $ 0.68 |
Dividends | $ 6,283,000 | |
Dividends Payable | 330,000 | 330,000 |
Current dividends payable | 76,000 | 76,000 |
Noncurrent dividends payable | 254,000 | 254,000 |
July 17, 2012 [Member]
|
||
Record Date | Jul. 17, 2012 | |
Payment Date | Jul. 31, 2012 | |
Type | Quarterly | |
Dividend Per Share | $ 0.06 | |
Dividends | 541,000 | |
September 14, 2012 [Member]
|
||
Record Date | Sep. 14, 2012 | |
Payment Date | Sep. 28, 2012 | |
Type | Quarterly | |
Dividend Per Share | $ 0.06 | |
Dividends | 554,000 | |
December 14, 2012 [Member]
|
||
Record Date | Dec. 14, 2012 | |
Payment Date | Dec. 28, 2012 | |
Type | Quarterly | |
Dividend Per Share | $ 0.06 | |
Dividends | 556,000 | |
December 21, 2012 [Member]
|
||
Record Date | Dec. 21, 2012 | |
Payment Date | Dec. 31, 2012 | |
Type | Special | |
Dividend Per Share | $ 0.50 | |
Dividends | $ 4,632,000 |
Concentration Of Risk, Segment, And Geographic Information (Summary Of Purchases By Significant Vendor) (Details) (Cost of Goods, Total [Member])
|
3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2012
Vendor A [Member]
|
Dec. 31, 2011
Vendor A [Member]
|
Dec. 31, 2012
Vendor A [Member]
|
Dec. 31, 2011
Vendor A [Member]
|
Dec. 31, 2012
Vendor B [Member]
|
Dec. 31, 2012
Vendor B [Member]
|
Dec. 31, 2012
Vendor C [Member]
|
Dec. 31, 2012
Vendor C [Member]
|
Dec. 31, 2010
Maximum [Member]
Vendor B [Member]
|
Dec. 31, 2010
Maximum [Member]
Vendor B [Member]
|
Dec. 31, 2010
Maximum [Member]
Vendor C [Member]
|
Dec. 31, 2010
Maximum [Member]
Vendor C [Member]
|
|
Segment Reporting Information [Line Items] | ||||||||||||
Concentration Risk, Percentage | 18.00% | 31.00% | 16.00% | 26.00% | 12.00% | 11.00% | 11.00% | 12.00% | 10.00% | 10.00% | 10.00% | 10.00% |
Concentration Of Risk, Segment, And Geographic Information (Summary Of Revenues By Significant Customers) (Details)
|
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2012
|
Dec. 31, 2011
|
|
Customer A [Member]
|
||||
Segment Reporting Information [Line Items] | ||||
Concentration risk, percentage | 16.00% | 12.00% | 13.00% | |
Customer B [Member]
|
||||
Segment Reporting Information [Line Items] | ||||
Concentration risk, percentage | 12.00% | 12.00% | 16.00% | 10.00% |
Customer C [Member]
|
||||
Segment Reporting Information [Line Items] | ||||
Concentration risk, percentage | 17.00% | 17.00% | ||
Customer D [Member]
|
||||
Segment Reporting Information [Line Items] | ||||
Concentration risk, percentage | 12.00% | |||
Maximum [Member] | Customer A [Member]
|
||||
Segment Reporting Information [Line Items] | ||||
Concentration risk, percentage | 10.00% | |||
Maximum [Member] | Customer C [Member]
|
||||
Segment Reporting Information [Line Items] | ||||
Concentration risk, percentage | 10.00% | 10.00% | ||
Maximum [Member] | Customer D [Member]
|
||||
Segment Reporting Information [Line Items] | ||||
Concentration risk, percentage | 10.00% | 10.00% | 10.00% |
Summary Of Significant Accounting Policies (Narrative) (Details) (USD $)
|
6 Months Ended |
---|---|
Dec. 31, 2012
|
|
Summary Of Significant Accounting Policies [Line Items] | |
Number of days in delivery period following sale of system | 90 days |
Bank line of credit, average amount outstanding | $ 0 |
Minimum [Member]
|
|
Summary Of Significant Accounting Policies [Line Items] | |
Maintenance period for systems | 1 year |
Maximum [Member]
|
|
Summary Of Significant Accounting Policies [Line Items] | |
Maintenance period for systems | 2 years |
Inventories (Tables)
|
6 Months Ended | |||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2012
|
||||||||||||||||||||||||||||||||||||
Inventories [Abstract] | ||||||||||||||||||||||||||||||||||||
Components Of Inventories |
|
Retirement Plans (Narrative) (Details) (USD $)
|
3 Months Ended | 6 Months Ended | 12 Months Ended | ||
---|---|---|---|---|---|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Jun. 30, 2012
|
|
Defined Benefit Plan Disclosure [Line Items] | |||||
Employer matching contribution | 25.00% | ||||
Employee contribution subject to employer match | 5.00% | ||||
Employer contributions | $ 39,000 | $ 0 | $ 82,000 | $ 0 | |
German Subsidiary Defined Benefit Plan [Member]
|
|||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Employer contributions | 9,000 | 0 | 17,000 | 10,000 | |
United Kingdom Defined Contribution Plan [Member]
|
|||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Employee contribution subject to employer match | 100.00% | ||||
Employer contributions | $ 14,000 | $ 16,000 | $ 30,000 | $ 32,000 | |
Minimum [Member] | United Kingdom Defined Contribution Plan [Member]
|
|||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Employer matching contribution | 4.00% | ||||
Maximum [Member] | United Kingdom Defined Contribution Plan [Member]
|
|||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Employer matching contribution | 7.00% |
Other Intangible Assets (Schedule Of Intangible Assets) (Details) (USD $)
In Thousands, unless otherwise specified |
Dec. 31, 2012
|
Jun. 30, 2012
|
Dec. 31, 2012
Purchased Technology [Member]
|
Jun. 30, 2012
Purchased Technology [Member]
|
Dec. 31, 2012
Customer Relationships [Member]
|
Jun. 30, 2012
Customer Relationships [Member]
|
Dec. 31, 2012
Patents [Member]
|
Jun. 30, 2011
Patents [Member]
|
---|---|---|---|---|---|---|---|---|
Finite-Lived Intangible Assets [Line Items] | ||||||||
Total cost of intangibles | $ 9,678 | $ 9,678 | $ 7,700 | $ 7,700 | $ 1,900 | $ 1,900 | $ 78 | $ 78 |
Total accumulated amortization | (8,392) | (7,940) | (7,135) | (6,772) | (1,247) | (1,161) | (10) | (7) |
Total intangible assets, net | $ 1,286 | $ 1,738 | $ 565 | $ 928 | $ 653 | $ 739 |
Share-Based Compensation (Narrative) (Details)
|
3 Months Ended | 6 Months Ended |
---|---|---|
Dec. 31, 2012
|
Dec. 31, 2012
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options, outstanding | 245,356 | 245,356 |
Restricted Stock [Member]
|
||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stock grants in period, shares | 34,000 | 243,000 |
Shares, granted | 34,000 | 109,667 |
Restricted shares vesting period, minimum | 3 years | |
Restricted shares vesting period, maximum | 4 years | |
Performance-Based Restricted Shares [Member]
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Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options, outstanding | 509,252 | 509,252 |
Restricted stock grants in period, shares | 0 | 133,333 |
Shares, cancelled | 3,708 | 87,381 |
Commitments And Contingencies (Narrative) (Details) (USD $)
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6 Months Ended | ||
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Jun. 30, 2012
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Dec. 31, 2012
Minimum [Member]
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Dec. 31, 2012
Maximum [Member]
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Commitments And Contingencies [Line Items] | |||
Terminated employees severance compensation payment period | 6 months | 12 months | |
Contingent liability under employment contract agreements | $ 2,102,000 |
Concentration Of Risk, Segment, And Geographic Information (Summary Of Significant Accounts Receivable) (Details)
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6 Months Ended | 12 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | ||
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Dec. 31, 2012
Customer E [Member]
Accounts Receivable [Member]
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Jun. 30, 2012
Customer E [Member]
Accounts Receivable [Member]
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Dec. 31, 2012
Customer A [Member]
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Dec. 31, 2011
Customer A [Member]
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Dec. 31, 2012
Customer A [Member]
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Dec. 31, 2012
Customer A [Member]
Accounts Receivable [Member]
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Jun. 30, 2012
Customer A [Member]
Accounts Receivable [Member]
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Dec. 31, 2011
Maximum [Member]
Customer A [Member]
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Concentration Risk [Line Items] | ||||||||
Concentration Risk, Percentage | 12.00% | 19.00% | 16.00% | 12.00% | 13.00% | 12.00% | 12.00% | 10.00% |
Summary Of Significant Accounting Policies
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Dec. 31, 2012
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Summary Of Significant Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary Of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Revenue Recognition We generate revenue from the sale of products and services. We commence revenue recognition when all of the following conditions are met:
Our standard multiple-element contractual arrangements with our customers generally include the delivery of systems with multiple components of hardware and software, certain professional services that typically involve installation and consulting, and ongoing software and hardware maintenance. Product revenue is generally recognized when the product is delivered. Professional services that are of a consultative nature may take place before, or after, delivery of the system, and installation services typically occur within 90 days after delivery of the system. Professional services revenue is typically recognized as the services are performed. Initial maintenance begins after delivery of the system and typically is provided for one to two years after delivery. Maintenance revenue is recognized ratably over the maintenance period. Our product sales are predominantly system sales whereby software and hardware function together to deliver the essential functionality of the combined product. Upon our adoption of ASU 2009-14 on July 1, 2010, sales of these systems were determined to typically be outside of the scope of the software revenue guidance in Topic 985 (previously included in SOP 97-2) and are accounted for under ASU 2009-13. Our sales model for media data intelligence ("MDI") products includes the option for customers to purchase: (1) a perpetual license with maintenance; (2) a term license with maintenance and managed services; or (3) software as a service. We expect that revenue from these sales generally will be recognized over the term of the various customer contracts. Professional services attributable to implementation of our media data and advertising products or managed services are essential to the customers' use of these products and services. We defer commencement of revenue recognition for the entire arrangement until we have delivered the essential professional services or have made a determination that the remaining professional services are no longer essential to the customer. We recognize revenue for managed services and software-as-a-service arrangements once we commence providing the managed or software services and recognize the service revenue ratably over the term of the various customer contracts. In circumstances whereby we sell a term license and managed services, we commence revenue recognition after both the software and service are made available to the customer and recognize the revenue from the entire arrangement ratably over the longer of the term license or managed service period. We evaluate each element in a multiple-element arrangement to determine whether it represents a separate unit of accounting. An element constitutes a separate unit of accounting when the delivered item has standalone value and delivery of the undelivered element is probable and within our control. Our various systems have standalone value because we have either routinely sold them on a standalone basis or we believe that our customers could resell the delivered system on a standalone basis. Professional services have standalone value because we have routinely sold them on a standalone basis and there are similar third party vendors that routinely provide similar professional services. Our maintenance has standalone value because we have routinely sold maintenance separately. As a result of the adoption of ASU 2009-13, we allocate revenue to each element in an arrangement based on a selling price hierarchy. The selling price for a deliverable is based on its vendor specific objective evidence ("VSOE"), if available, third party evidence ("TPE"), if VSOE is not available, or estimated selling price ("ESP"), if neither VSOE nor TPE is available. We have typically been able to establish VSOE of fair value for our maintenance and services. We determine VSOE of fair value for professional services and maintenance by examining the population of selling prices for the same or similar services when sold separately, and determining that the pricing population for each VSOE classification is within a very narrow range of the median selling price. For each element, we evaluate at least annually whether or not we have maintained VSOE of fair value based on our review of the actual selling price of each element over the previous twelve month period. Our product deliverables are typically complete systems comprised of numerous hardware and software components that operate together to provide essential functionality, and we are typically unable to establish VSOE or TPE of fair value for our products. Due to the custom nature of our products, we must determine ESP at the individual component level whereby our ESP for the total system is determined based on the sum of the individual components. ESP for components of our real-time products is typically based upon list price, which is representative of our actual selling price. ESP for components of our video products is based upon our most frequent selling price ("mode") of standalone and bundled sales, based upon a twelve month historical analysis. If a mode selling price is not available, then ESP will be the median selling price of all such component sales based upon a twelve month historical analysis, unless facts and circumstances indicate that another selling price, other than the mode or median selling price, is more representative of our ESP. Our methodology for determining ESP requires judgment, and any changes to pricing practices, the costs incurred to integrate products, the nature of our relationships with our customers, and market trends could cause variability in our ESP or cause us to reevaluate our methodology for determining ESP. We will update our analysis of mode and median selling price at least annually, unless facts and circumstances indicate that more frequent analysis is required. Occasionally, we sell software under multiple element arrangements that do not include hardware. Under these software arrangements, we allocate revenue to the various elements based on VSOE of fair value. Our VSOE of fair value is determined based on the price charged when the same element is sold separately. If VSOE of fair value does not exist for all elements in a multiple element arrangement, but does exist for undelivered elements, we recognize revenue using the residual method. Under the residual method, the fair value of the undelivered elements is deferred and the remaining portion of the arrangement is recognized as revenue. Where fair value of undelivered elements has not been established, the total arrangement is recognized over the period during which the services are performed. Fair Value Measurements The FASB Accounting Standards Codification ("ASC") requires certain disclosures around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels which are determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are:
We have money market funds that are highly liquid and have a maturity of three months or less, and as such are considered cash equivalents. As of December 31, 2012 and June 30, 2012, we did not have an outstanding balance on our bank line of credit. The average outstanding balance on our bank line of credit for the six months ended December 31, 2012 was $0. Our financial assets that are measured at fair value on a recurring basis as of December 31, 2012 are as follows (in thousands):
Our financial assets that are measured at fair value on a recurring basis as of June 30, 2012 are as follows (in thousands):
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