Notes to Financial Statements | |
| 3 Months Ended
Jun. 30, 2009
USD / shares
|
Notes to Financial Statements [Abstract] | |
(1) Basis of Presentation |
(1) Basis of Presentation
The accompanying unaudited condensed consolidated financial statements include the accounts of BMC Software, Inc. and its subsidiaries (collectively, we, us, our or BMC). All significant intercompany balances and transactions have been eliminated in consolidation. These financial statements reflect all normal recurring adjustments necessary to fairly present our financial position and results of operations as of and for the periods presented herein. We have evaluated subsequent events through August 5, 2009, the date the financial statements were issued. These financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (SEC). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations.
Interim results are not necessarily indicative of results for a full year. Our results generally tend to be stronger in the third and fourth quarters of our fiscal year, as compared to the first and second quarters of our fiscal year. These financial statements should be read in conjunction with our annual audited consolidated financial statements for the fiscal year ended March31, 2009, as filed with the SEC on Form 10-K.
Recently Adopted Accounting Pronouncements
In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No.157, Fair Value Measurements (SFAS No.157), which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. In February 2008, the FASB issued FASB Staff Position (FSP) SFAS 157-2, Effective Date of FASB Statement No.157, which delayed the effective date of SFAS No.157 to April1, 2009 for all non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (that is, at least annually). We adopted the provisions of SFAS No.157 relating to assets and liabilities recognized or disclosed in the financial statements at fair value on a recurring basis on April1, 2008. We adopted the provisions of SFAS No.157 with regard to non-financial assets and non-financial liabilities on April1, 2009, and the adoption of these provisions did not have a material impact on our financial position, results of operations or cash flows.
In December 2007, the FASB issued SFAS No.141(R), Business Combinations (SFAS No.141(R)), which changes the accounting for business combinations including: (i)the measurement of acquirer shares issued in consideration for a business combination, (ii)the recognition of contingent consideration, (iii)the accounting for preacquisition gain and loss contingencies, (iv)the recognition of capitalized in-process research and development (IPRD), (v)the accounting for acquisition-related restructuring costs, (vi)the tre |
(2) Business Combinations |
(2) Business Combinations
In April 2008, we completed the acquisition of all of the outstanding common shares of BladeLogic, Inc. (BladeLogic), a leading provider of data center automation software, for $28 per share. This acquisition expanded our offerings for server provisioning, application release management, automation and compliance. The acquisition of BladeLogics outstanding common stock and other equity instruments resulted in total purchase consideration of $854.0 million, including approximately $19.9 million of direct acquisition costs. Approximately $50.3 million of the purchase price was allocated to purchased IPRD and was expensed as of the acquisition date. |
(3) Financial Instruments |
(3) Financial Instruments
We measure certain financial instruments at fair value on a recurring basis using the following valuation techniques:
(A) Market approach Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.
(B) Income approach Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about those future amounts, including present value techniques, option-pricing models and excess earning methods.
The fair values of our financial instruments were determined using the following input levels and valuation techniques:
Fair Value Measurements at Reporting Date Using
June30, 2009 Total QuotedPricesinActive Markets for Identical Assets(1) (Level 1) Significant Other ObservableInputs(2) (Level2) Significant Unobservable Inputs(3) (Level 3) Valuation Technique
(In millions)
Assets
Cash equivalents
Money-market funds $ 511.2 $ 511.2 $ $ A
United States treasury securities 176.7 176.7 A
Certificates of deposit 45.4 45.4 A
Short-term and long-term investments
United States treasury securities 160.0 160.0 A
Auction rate securities 60.4 60.4 B
Certificates of deposit 53.8 53.8 A
Mutual funds and other 13.9 13.9 A
Foreign currency exchange derivatives 1.1 1.1 A
Auction rate securities put option 2.6 2.6 B
Total $ 1,025.1 $ 961.0 $ 1.1 $ 63.0
Liabilities
Foreign currency exchange derivatives $ (0.8 ) $ $ (0.8 ) $ A
Total $ (0.8 ) $ $ (0.8 ) $
Level 1 classification is applied to any asset that has a readily available quoted market price from an active market where there is significant transparency in the executed/quoted price.
Level 2 classification is applied to assets that have evaluated prices where the data inputs to these valuations are observable either directly or indirectly, but do not represent quoted market prices from an active market.
Level 3 classification is applied to assets when prices are not derived from existing market data and requires us to develop our own assumptions about how market participants would price the asset or liability.
The following table summarizes the activity in Level 3 financial instruments:
Auction Rate Securities Put Option Total
Balance as of April 1, 2009 $ 60.0 $ 2.0 $ 62.0
Unrealized gain (loss) included in interest and other income, net (0.6 ) 0.6
Unrealized gain included in other comprehensive income 1.0 1.0
Balance as of June 30, 2009 $ 60.4 $ 2.6 |
(4) Long-Term Debt |
(4) Long-Term Debt
Long-term debt consists of the following:
June30, 2009 March31, 2009
(In millions)
Senior unsecured notes due 2018 (the Notes) (net of $1.6 million of unamortized discount at June30, 2009 and March31, 2009) $ 298.4 $ 298.4
Capital leases and other obligations 21.6 23.1
Total 320.0 321.5
Less current maturities of capital leases and other obligations (included in accrued liabilities) 8.3 7.9
Long-term debt $ 311.7 $ 313.6
As of June30, 2009, we were in compliance with all debt covenants related to the Notes. |
(5) Income Taxes |
(5) Income Taxes
Income tax expense was $25.1 million and $20.2 million for the quarters ended June30, 2009 and 2008, respectively, resulting in effective tax rates of 23.3% and 94.4%, respectively. The effective tax rate is impacted primarily by the worldwide mix of estimated consolidated earnings before taxes and our policy of indefinitely re-investing earnings from certain low tax jurisdictions, additional accruals and changes in estimates related to our uncertain tax positions, benefits associated with income attributable to both domestic production activities and the extraterritorial income exclusion and the non-deductible write-off of IPRD expense associated with certain acquisitions. The higher effective tax rate for the prior year quarter was attributable primarily to our write-off of IPRD expense in connection with our acquisition of BladeLogic, Inc.
We file a federal income tax return in the United States as well as income tax returns in various local, state and foreign jurisdictions. Our tax years are closed with the United States Internal Revenue Service (IRS) through the tax year ended March31, 2003. During fiscal 2009, we filed a petition with the United States Tax Court in response to a Notice of Deficiency received from the IRS for the tax years ended March31, 2004 and 2005 and during the quarter ended June30, 2009 the United States Tax Court scheduled a trial date for later in the current fiscal year. During fiscal 2009, the IRS completed its examination of our United States federal income tax returns for the tax years ended March31, 2006and 2007 and issueda Revenue Agent Report (RAR) thereon. We have filed a protest letter contesting certain adjustments included in the RAR and settlement discussions with the IRS Office of Appeals are scheduled to begin later in the current fiscal year. The IRS has initiated an examination of our federal income tax return for the tax year ended March31, 2008. In addition, certain tax years related to state, local and foreign jurisdictions remain subject to examination. To provide for potential tax exposures, we maintain a liability for unrecognized tax benefits which we believe is adequate. |
(6) Share-Based Compensation |
(6) Share-Based Compensation
During the quarter ended June30, 2009, we granted share-based awards to our executive officers and non-executive employees, consisting of 0.2million options to purchase our common stock and 1.3million shares of time-based nonvested stock units. The time-based nonvested stock units vest in annual increments over three years.
The fair value of share-based payments was estimated using the Black-Scholes option pricing model with the following weighted-average assumptions:
QuarterEnded June30,
2009 2008
Expected volatility 35 % 32 %
Risk-free interest rate % 2.0 % 3.0 %
Expected term (in years) 4 4
Dividend yield
As of June30, 2009, we have approximately $184.5 million of total unrecognized share-based compensation expense related to stock options, nonvested stock and nonvested stock units that is expected to be recognized as expense over a weighted-average period of two years.
Share-based compensation expense as recorded in our condensed consolidated statements of operations is summarized as follows:
Quarter Ended June30,
2009 2008
(In millions)
Cost of license revenue $ 0.5 $ 0.3
Cost of maintenance revenue 1.7 2.5
Cost of professional services revenue 0.9 0.7
Selling and marketing expenses 7.1 7.9
Research and development expenses 2.4 3.8
General and administrative expenses 8.0 7.2
Total share-based compensation expense $ 20.6 $ 22.4
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(7) Stockholders Equity |
(7) Stockholders Equity
Earnings Per Share
The two-class method is utilized for the computation of earnings per share (EPS). The two-class method requires a portion of net income be allocated to participating securities, which are unvested awards of share-based payments with nonforfeitable rights to receive dividends or dividend equivalents, if declared. Income allocated to these participating securities is excluded from net earnings allocated to common stock, as shown in the table below.
Basic earnings per share is computed by dividing net income allocated to common shares by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income allocated to common shares by the weighted average number of common shares outstanding during the period, plus the dilutive effect of outstanding stock options and other dilutive securities using the treasury stock method.
The following table summarizes the basic and diluted EPS computations for the quarters ended June30, 2009 and 2008:
Quarter Ended June30,
2009 2008
(Inmillions,exceptpershare data)
Basic earnings per share:
Net earnings $ 82.4 $ 1.2
Less earnings allocated to participating securities (0.2 )
Net earnings allocated to common shares $ 82.2 $ 1.2
Weighted average number of common shares outstanding 184.3 188.8
Basic earnings per share $ 0.45 $ 0.01
Diluted earnings per share:
Net earnings $ 82.4 $ 1.2
Less earnings allocated to participating securities (0.2 )
Net earnings allocated to common shares $ 82.2 $ 1.2
Weighted average number of common shares outstanding 184.3 188.8
Incremental shares from assumed conversions of stock options and other 3.6 4.1
Adjusted weighted average number of common shares outstanding 187.9 192.9
Diluted earnings per share $ 0.44 $ 0.01
For the quarters ended June30, 2009 and 2008, 8.6million and 7.1million weighted potential common shares, respectively, have been excluded from the calculation of diluted EPS, as they were anti-dilutive.
Treasury Stock
Our Board of Directors had previously authorized a total of $3.0 billion to repurchase common stock. During the quarter ended June30, 2009, we purchased 1.4million shares for $50.0 million under these authorizations. As of June30, 2009, approximately $294.9 million remains authorized in this stock repurchase program, which does not have an expiration date. In addition, during the quarter ended June30, 2009, we repurchased 0.1million shares for $4.9 million to satisfy employee tax withholding obligations upon the lapse of restrictions on nonvested stock grants. |
(8) Guarantees and Contingencies |
(8) Guarantees and Contingencies
Guarantees
Under our standard software license agreements, we agree to indemnify, defend and hold harmless our licensees from and against certain losses, damages and costs arising from claims alleging the licensees use of our software infringes the intellectual property rights of a third party. Also, under these standard license agreements, we represent and warrant to licensees that our software products operate substantially in accordance with published specifications.
Other guarantees include promises to indemnify, defend and hold harmless each of our executive officers, non-employee directors and certain key employees from and against losses, damages and costs incurred by each such individual in administrative, legal or investigative proceedings arising from alleged wrongdoing by the individual while acting in good faith within the scope of his or her job duties on our behalf.
Historically, we have not incurred significant costs related to such indemnifications, warranties and guarantees. As such, and based on other factors, no provision or accrual for these items has been made.
Contingencies
We have received claims from a third party alleging that we infringe on one or more of the third partys patents. We believe that we have meritorious defenses to the claims and intend to vigorously contest them. Additionally, we have asserted counter-claims against the third party alleging infringement on certain of our patents. No formal proceedings have been initiated by either party and the ultimate outcome of this matter cannot be estimated at this time.
We are party to various labor claims brought by certain former international employees alleging that amounts are due such employees for unpaid commissions and other compensation. The claims are in various stages and are not expected to be fully resolved in the near future. We intend to vigorously contest all of the claims. However, the ultimate outcome of all of the claims cannot be estimated at this time.
In June 2006, in response to a filing by BMC seeking clarification as to whether a tax applies to the remittance of software payments from its Brazilian operations, a lower level Brazilian court denied our request for a preliminary injunction and published an unfavorable decision. We are in the process of appealing this initial decision. In February 2007, a law was enacted that clarified that this particular tax did not apply to the remittance of software payments, retroactive to January1, 2006. We continue to pursue a favorable resolution on this matter for years prior to January1, 2006. While we believe we will ultimately prevail based on the merits of our position, we cannot predict or estimate the timing or ultimate outcome of this matter.
In April 2009, a lawsuit was filed against us by Data Detection Systems, LLC in the United States District Court for the Southern District of Texas, Houston Division. The complaint seeks monetary damages in unspecified amounts and permanent injunction based upon claims for alleged patent infringement. We intend to vigorously defend this matter. However, we cannot predict or estimate the timing or ultimate |
(9) Segment Reporting |
(9) Segment Reporting
We are organized into two business segments, Enterprise Service Management (ESM) and Mainframe Service Management (MSM). The ESM segment derives its revenue from our service support, service assurance and service automation solutions, along with professional services revenue derived from consulting, implementation, integration and educational services related to our software products. The MSM segment derives its revenue from products for mainframe database management, monitoring and automation, enterprise scheduling and output management solutions.
Segment performance is measured based on segment operating income, reflecting segment revenue less direct and allocated indirect segment operating expenses. Direct segment operating expenses primarily include cost of revenue, selling and marketing, research and development and general and administrative expenses that can be specifically identified to a particular segment and are directly controllable by segment management, while allocated indirect segment operating expenses primarily include indirect costs within these operating expense categories that are not specifically identified to a particular segment or controllable by segment management. The indirect operating expenses are allocated to the segments based on budgeted bookings, revenue and other allocation methods that management believes to be reasonable. Our measure of segment operating income does not include the effect of share-based compensation expenses, amortization of acquired technology and other intangibles, the write-off of purchased IPRD or the costs associated with severance and exit activities described in Note 10, which are collectively included in unallocated operating expenses below. Assets and liabilities are reviewed by management at the consolidated level only.
The table below summarizes segment performance for the quarters ended June30, 2009 and 2008.
Quarter Ended June30, 2009 Enterprise Service Management Mainframe Service Management Consolidated
(In millions)
Revenue:
License $ 96.6 $ 70.4 $ 167.0
Maintenance 135.5 115.7 251.2
Professional services 31.8 31.8
Total revenue 263.9 186.1 450.0
Direct and allocated indirect segment operating expenses 220.8 81.4 302.2
Segment operating income 43.1 104.7 147.8
Unallocated operating expenses 39.6
Other loss, net (0.7 )
Earnings before income taxes $ 107.5
Quarter Ended June30, 2008 Enterprise Service Management Mainframe Service Management Consolidated
(In millions)
Revenue:
License $ 89.6 $ 59.8 $ 149.4
Maintenance 136.7 117.6 254.3
Professional services 33.8 33.8
Total revenue 260.1 177.4 437.5
Direct and allocated indirect segment operating expenses 242.8 83.8 326.6
Segment operatin |
(10) Severance, Exit Costs and Related Charges |
(10) Severance, Exit Costs and Related Charges
We have undertaken various restructuring and process improvement initiatives in recent years through the realignment of resources to focus on growth areas and the simplification, standardization and automation of key business processes. Additionally, we undertook general workforce reductions in the latter half of fiscal 2009 and in the first quarter of fiscal 2010, principally as a result of macro-economic conditions.Related to these collective actions, we recorded charges of $1.0million and $6.4million during the quarters ended June30, 2009 and 2008, respectively. These expenses were attributable primarily to identified workforce reductions and associated cash separation packages.
Activity related to the above initiatives during the quarter ended June30, 2009 is summarized as follows:
Balanceat March31, 2009 Charged toExpense Adjustments toEstimates Foreign Exchange Adjustments Accretion CashPayments, Net of Sublease Income Balanceat June30, 2009
(In millions)
Process and realignment initiatives:
Severance and related costs $ 1.2 $ $ (0.6 ) $ $ $ $ 0.6
Facilities costs 7.7 0.3 (0.1 ) (0.1 ) (4.1 ) 3.7
8.9 0.3 (0.7 ) (0.1 ) (4.1 ) 4.3
General workforce reduction:
Severance and related costs 7.6 2.3 (0.9 ) 0.2 (3.8 ) 5.4
Total accrued $ 16.5 $ 2.6 $ (1.6 ) $ 0.1 $ $ (7.9 ) $ 9.7
The accruals for severance and related costs as of June30, 2009 represent the amounts to be paid to employees that have been terminated or identified for termination as a result of the initiatives described above. These amounts are expected to be paid during fiscal 2010. With respect to our general workforce reduction actions, we expect to incur an additional charge for severance and related costs of approximately $0.5 million during fiscal 2010. We continue to review the impact of these actions and will determine if, based on future operating results, additional actions to reduce operating expenses are necessary. The amount of any potential future charges for such actions will depend upon the nature, timing, and extent of those actions.
The accruals for facilities costs as of June30, 2009 represent the remaining fair value of lease obligations for exited locations, as determined at the cease-use dates or lease modification dates of those facilities, net of estimated sublease income that could be reasonably obtained in the future, and will be paid out over the remaining lease terms, the last of which ends in fiscal 2014. Projected sublease income is based on managements estimates, which are subject to change. We may incur additional facilities charges subsequent to June30, 2009 as a result of the initiatives described above. |
(11) Recently Issued Accounting Pronouncements |
(11) Recently Issued Accounting Pronouncements
In June 2009, the FASB issued SFAS No.166, Accounting for Transfers of Financial Assets, an amendment of FASB Statement No.140 (SFAS No.166). SFAS No.166 includes: (i)elimination of the qualifying special-purpose entity concept, (ii)a new unit of account definition that must be met for transfers of portions of financial assets to be eligible for sale accounting, (iii)clarifications and changes to the derecognition criteria for a transfer to be accounted for as a sale, (iv)a change to the amount of recognized gain or loss on a transfer of financial assets accounted for as a sale when beneficial interests are received by the transferor, and (v)extensive new disclosures. This statement will be effective for us beginning in fiscal 2011. We have not determined whether the adoption of SFAS No.166 will have a material effect on our financial position, results of operations or cash flows.
In July2009, the FASB released the final version of its new Accounting Standards Codification (Codification) as the single authoritative source for U.S. generally accepted accounting principles (GAAP). The Codification supercedes all previous GAAP accounting standards as described in SFAS No.168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, a replacement of FASB Statement No.162 (SFAS No.168). While not intended to change GAAP, the Codification significantly changes the way in which the accounting literature is organized. We will apply the Codification to the second quarter fiscal 2010 interim financial statements. The adoption of the Codification will not have an effect on our financial position, results of operations or cash flows. |