Symbolic Logic, Inc. - Quarter Report: 2014 March (Form 10-Q)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

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

 

For the quarterly period ended March 31, 2014

 

OR

 

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

 

For the transition period from               to               

 

Commission File Number: 0-24081

 

EVOLVING SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

(303) 802-1000

(Registrant’s telephone number, including area code)

 

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

 

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

 

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

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o No x

 

As of May 1, 2014 there were 11,631,975 shares outstanding of Registrant’s Common Stock (par value $0.001 per share).

 

 

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EVOLVING SYSTEMS, INC.

Quarterly Report on Form 10-Q

March 31, 2014

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PART I — FINANCIAL INFORMATION
Item 1	Financial Statements
	Condensed Consolidated Balance Sheets as of March 31, 2014 and December 31, 2013 (Unaudited)
	Condensed Consolidated Statements of Operations for the Three months Ended March 31, 2014 and 2013 (Unaudited)
	Condensed Consolidated Statements of Comprehensive Income for the Three months Ended March 31, 2014 and 2013 (Unaudited)
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three months Ended March 31, 2014 (Unaudited)
	Condensed Consolidated Statements of Cash Flows for the Three months Ended March 31, 2014 and 2013 (Unaudited)
	Notes to Unaudited Condensed Consolidated Financial Statements
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3	Quantitative and Qualitative Disclosures About Market Risk
Item 4	Controls and Procedures
PART II — OTHER INFORMATION
Item 1	Legal Proceedings
Item 1A	Risk Factors
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds
Item 3	Defaults upon Senior Securities
Item 4	Mine Safety Disclosures
Item 5	Other Information
Item 6	Exhibits
Signature

 

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PART I — FINANCIAL INFORMATION

 

ITEM 1.  FINANCIAL STATEMENTS

 

EVOLVING SYSTEMS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands except share data)

(unaudited)

 

		March 31,			December 31,
		2014			2013
ASSETS
Current assets:
Cash and cash equivalents		$	12,406		$	13,785
Short-term restricted cash		24			—
Contract receivables, net of allowance for doubtful accounts of $69 and $73 at March 31, 2014 and December 31, 2013, respectively		5,877			6,420
Unbilled work-in-progress, net of allowance of $320 and $317 at March 31, 2014 and December 31, 2013, respectively		3,190			2,423
Deferred income taxes		133			131
Prepaid and other current assets		1,141			1,173
Total current assets		22,771			23,932
Property and equipment, net		392			342
Amortizable intangible assets, net		679			702
Goodwill		18,090			17,936
Long-term restricted cash		—			24
Long-term deferred income taxes		195			248
Total assets		$	42,127		$	43,184
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of capital lease obligations		$	7		$	8
Accounts payable and accrued liabilities		3,694			4,479
Income taxes payable		497			459
Unearned revenue		4,108			4,287
Total current liabilities		8,306			9,233
Long-term liabilities:
Capital lease obligations, net of current portion		10			11
Contingent earn-out obligation		178			178
Long-term unearned revenue		871			1,027
Total liabilities		9,365			10,449
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.001 par value; 2,000,000 shares authorized; no shares issued and outstanding as of March 31, 2014 and December 31, 2013		—			—
Common stock, $0.001 par value; 40,000,000 shares authorized; 11,807,717 shares issued and 11,628,828 outstanding as of March 31, 2014 and 11,779,507 shares issued and 11,600,618 outstanding as of December 31, 2013		12			12
Additional paid-in capital		94,123			93,895
Treasury stock 178,889 shares as of March 31, 2014 and December 31, 2013, at cost		(1,253		)	(1,253		)
Accumulated other comprehensive loss		(2,705		)	(3,016		)
Accumulated deficit		(57,415		)	(56,903		)
Total stockholders’ equity		32,762			32,735
Total liabilities and stockholders’ equity		$	42,127		$	43,184

 

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

 

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EVOLVING SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands except per share data)

(unaudited)

 

		For the Three Months Ended March 31,
		2014			2013
REVENUE
License fees and services		$	4,367		$	4,507
Customer support		2,215			2,162
Total revenue		6,582			6,669
COSTS OF REVENUE AND OPERATING EXPENSES
Costs of license fees and services, excluding depreciation and amortization		1,478			1,536
Costs of customer support, excluding depreciation and amortization		420			308
Sales and marketing		1,660			1,301
General and administrative		834			895
Product development		883			713
Depreciation		46			37
Amortization		23			98
Restructuring		211			—
Total costs of revenue and operating expenses		5,555			4,888
Income from operations		1,027			1,781
Other income (expense)
Interest income		3			3
Interest expense		(5		)	(6		)
Foreign currency exchange loss		(96		)	(43		)
Other expense, net		(98		)	(46		)
Income from operations before income taxes		929			1,735
Income tax expense		278			562
Net income		$	651		$	1,173
Basic income per common share		$	0.06		$	0.10
Diluted income per common share		$	0.05		$	0.10
Cash dividend declared per common share		$	0.10		$	0.08
Weighted average basic shares outstanding		11,621			11,409
Weighted average diluted shares outstanding		11,917			11,691

 

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

 

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EVOLVING SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands except per share data)

(unaudited)

 

		For the Three Months Ended March 31,
		2014			2013
Net income		$	651		$	1,173
Other comprehensive income (loss):
Foreign currency translation gain (loss)		311			(1,148		)
Other comprehensive income (loss)		311			(1,148		)
Comprehensive income		$	962		$	25

 

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

 

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EVOLVING SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(in thousands, except share data)

(unaudited)

 

													Accumulated
							Additional						Other						Total
		Common Stock					Paid-in			Treasury			Comprehensive			Accumulated			Stockholders’
		Shares		Amount			Capital			Stock			Loss			(Deficit)			Equity
Balance at December 31, 2013		11,600,618		$	12		$	93,895		$	(1,253	)	$	(3,016	)	$	(56,903	)	$	32,735
Stock option exercises		27,160		—			109			—			—			—			109
Common Stock issued pursuant to the Employee Stock Purchase Plan		156		—			1			—			—			—			1
Stock-based compensation expense		—		—			88			—			—			—			88
Issuance of common stock related to acquisition		1,832		—			19			—			—			—			19
Excess tax benefits from stock-based compensation		—		—			11			—			—			—			11
Restricted stock issuance, net of cancellations		(938	)	—			—			—			—			—			—
Common stock cash dividends		—		—			—			—			—			(1,163		)	(1,163		)
Net income		—		—			—			—			—			651			651
Foreign currency translation adjustment		—		—			—			—			311			—			311
Balance at March 31, 2014		11,628,828		$	12		$	94,123		$	(1,253	)	$	(2,705	)	$	(57,415	)	$	32,762

 

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

 

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EVOLVING SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

 

		For the Three Months Ended March 31,
		2014			2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income		$	651		$	1,173
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		46			37
Amortization of intangible assets		23			98
Amortization of debt issuance costs		4			5
Stock based compensation		88			75
Unrealized foreign currency transaction (gains) and losses, net		96			43
Provision for deferred income taxes		54			86
Change in operating assets and liabilities:
Contract receivables		474			(641		)
Unbilled work-in-progress		(737		)	1,028
Prepaid and other assets		44			219
Accounts payable and accrued liabilities		(758		)	(230		)
Unearned revenue		(308		)	875
Net cash (used in) provided by operating activities		(323		)	2,768
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(90		)	(15		)
Restricted cash		—			2
Net cash used in investing activities		(90		)	(13		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Capital lease payments		(3		)	(1		)
Common stock cash dividends		(1,163		)	—
Excess tax benefits from stock-based compensation		11			—
Proceeds from the issuance of stock		110			37
Net cash (used in) provided by financing activities		(1,045		)	36
Effect of exchange rate changes on cash		79			(175		)
Net (decrease) increase in cash and cash equivalents		(1,379		)	2,616
Cash and cash equivalents at beginning of period		13,785			8,844
Cash and cash equivalents at end of period		$	12,406		$	11,460
Supplemental disclosure of cash and non-cash financing transactions:
Income taxes paid		$	33		$	37
Common stock dividend declared		—			913
Property and equipment purchased and included in accounts payable		—			10
Issuance of common stock related to acquisition		19			—

 

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

 

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EVOLVING SYSTEMS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1 — BASIS OF PRESENTATION

 

Organization — We are a provider of software solutions and services to the wireless, wireline and cable markets. We maintain long-standing relationships with many of the largest wireless, wireline and cable companies worldwide. Our customers rely on us to develop, deploy, enhance, maintain and integrate complex, highly reliable software solutions for a range of Operations Support Systems (“OSS”).  We offer software products and solutions focused on activation and provisioning: our service activation solution, Tertio® (“TSA”) used to activate complex bundles of voice, video and data services for traditional and next generation wireless and wireline networks;  our SIM card activation solution, Dynamic SIM Allocation TM (“DSA”) used to dynamically allocate and assign resources to wireless devices that rely on SIM cards; our cloud-based (SaaS) service activation, self—service mobile applications and data enablement solutions to wireless carriers and Mobile Virtual Network Operators (MVNOs); and our connected devices activation solution, Intelligent M2M Controller and DataSpreeSM that support the activation of M2M devices.

 

Reclassifications - Certain reclassifications have been made to the 2013 financial statements to conform to the consolidated 2014 financial statement presentation. These reclassifications had no effect on net earnings or cash flows as previously reported.

 

Interim Consolidated Financial Statements — The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in conformity with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X and the related rules and regulations of the Securities and Exchange Commission (“SEC”).  Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. However, we believe that the disclosures included in these financial statements are adequate to make the information presented not misleading. The unaudited condensed consolidated financial statements included in this document have been prepared on the same basis as the annual consolidated financial statements, and in our opinion reflect all adjustments, which include normal recurring adjustments necessary for a fair presentation in accordance with GAAP and SEC regulations for interim financial statements. The results for the three months ended March 31, 2014 are not necessarily indicative of the results that we will have for any subsequent period.  These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes to those statements for the year ended December 31, 2013 included in our Annual Report on Form 10-K.

 

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

 

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

 

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

 

Goodwill — Goodwill is the excess of acquisition cost of an acquired entity over the fair value of the identifiable net assets acquired.  Goodwill is not amortized, but tested for impairment annually or whenever indicators of impairment exist. These indicators may include a significant change in the business climate, legal factors, operating performance indicators, competition, sale or disposition of a significant portion of the business or other factors. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit.

 

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Intangible Assets — Amortizable intangible assets consist primarily of purchased software and licenses, customer contracts and relationships, trademarks and tradenames, and business partnerships acquired in conjunction with our purchase of Telespree Communications (“Evolving Systems Labs”).  These assets are amortized using the straight-line method over their estimated lives.

 

We assess the impairment of identifiable intangibles if events or changes in circumstances indicate that the carrying value of the asset may not be recoverable.  If we determine that the carrying value of intangibles and/or long-lived assets may not be recoverable, we compare the estimated undiscounted cash flows expected to result from the use of the asset and its eventual disposition to the asset’s carrying amount. If an amortizable intangible or long-lived asset is not deemed to be recoverable, we recognize an impairment loss representing the excess of the asset’s carrying value over its estimated fair value.

 

Fair Value Measurements — Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

 

Level 1 — Quoted prices in active markets for identical assets or liabilities.

 

Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 

Level 3 — Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.

 

Cash and Cash Equivalents — All highly liquid investments with maturities of three months or less at the date of purchase are classified as cash equivalents.

 

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

 

We may encounter budget and schedule changes or increases on fixed-price contracts caused by increased labor or overhead costs. We make adjustments to cost estimates in the period in which the facts requiring such revisions become known. We record estimated losses, if any, in the period in which current estimates of total contract revenue and contract costs indicate a loss. If revisions to cost estimates are obtained after the balance sheet date but before the issuance of the interim or annual financial statements, we make adjustments to the interim or annual financial statements accordingly.

 

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

 

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

 

We recognize revenue from our Mobile Data Enablement (“MDE”) contracts based on the number of transactions per month multiplied by a factor based on a unique table for transaction volumes relating to each account.

 

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

 

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

 

Comprehensive Income — Comprehensive income consists of two components, net income and other comprehensive income. Other comprehensive income refers to revenue, expenses, gains, and losses that under GAAP are recorded as an element of shareholders’ equity but are excluded from net income. Other comprehensive income consists of foreign currency translation adjustments from those subsidiaries not using the U.S. dollar as their functional currency.

 

Restricted Cash — As of March 31, 2014 and December 31, 2013 we had $24,000 of restricted cash related to securing a letter of credit for our San Francisco, California lease.  The restricted cash will become unrestricted at the expiration of the lease in 2015.

 

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

 

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

 

Recent Accounting Pronouncements — In July 2013, the FASB issued ASU 2013-11 regarding ASC Topic 740 “Income Tax.” This ASU clarifies the guidance on the presentation of an unrecognized tax benefit, or a portion of an unrecognized tax benefit, in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. This ASU will be effective for our fiscal year beginning January 1, 2014. We adopted this pronouncement as of January 1, 2014.  We do not expect the adoption of this standard to affect our financial position or results of operations.

 

NOTE 2 — ACQUISITION

 

On October 24, 2013 we acquired privately held Telespree, now known as Evolving Systems Labs, Inc. for an initial payment of approximately $1.6 million comprised of approximately $0.8 million in cash and approximately $0.8 million in stock.  We also agreed to make a payment on the 1 year anniversary of the transaction of $0.5 million, with such payment being available to secure Telespree’s representations and warranties in the agreement.  We will potentially make additional payments in cash on the achievement of certain financial targets for the period from October 25, 2013 through October 24, 2016.

 

We accounted for this business combination by applying the acquisition method, and accordingly, the purchase price was allocated to the assets and liabilities assumed based upon their fair values at the acquisition date. The excess of the purchase price over the net assets and liabilities, approximately $1.1 million, was recorded as goodwill. The Company is in the process of finalizing the purchase allocation, thus the provisional measures of deferred income taxes, intangibles and goodwill are subject to change. The Company expects the purchase price allocation will be finalized in 2014. The results of Telespree’s operations have been included in the consolidated financial statements since the acquisition date.

 

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We believe this acquisition complements our activation and SIM management products, adding technology used in the delivery and management of mobile data services to end-users.   Our strategic focus is primarily on the wireless markets in the areas of subscriber activation, SIM card management and activation, self—service mobile applications, data enablement solutions, connected device activation and management of services.

 

Total purchase price is summarized as follows:

 

		October 24, 2013
Cash Consideration		$	794
Final Cash Payment		494
Stock Consideration (73,281 shares)		761
Estimated Contingent Consideration		178
Total purchase price		$	2,227

 

The fair value of the 73,281 common shares issued was determined based on the closing market price of our common shares on the acquisition date.

 

The estimated contingent consideration arrangement requires us to pay $0.2 million of additional consideration to Telespree’s former shareholders if we meet certain performance metrics over the three years following the acquisition date.  In each of the years, the former shareholders are entitled to a deferred payment equal to 34 percent of all qualifying revenue in excess of the qualifying revenue threshold for such deferred payment period.  The initial qualifying revenue threshold is $2.3 million, but shall be increased in subsequent years if the qualified revenue falls under the qualifying revenue threshold in the previous period.

 

The contingent consideration was valued using the Income Approach-Probability Weighted Expected Payment.  Multiple forecasted scenarios were evaluated which include (i) an upside case, (ii) a base case and (iii) a downside case.  We determined the potential Deferred Payment cash flows of Telespree based on each scenario.  The cash flow payments were converted to a present value using a discount rate of 5 percent based on the cost of debt.  Finally, we probability weighted each scenario.

 

The following table summarizes the preliminary estimated fair values of the assets and liabilities assumed at the acquisition date:

 

		October 24, 2013
Cash and cash equivalents		$	382
Contract receivables		210
Unbilled work-in-progress		150
Intangible assets		718
Prepaid and other current assets		37
Deferred tax asset		98
Other assets, non-current		43
Total identifiable assets acquired		$	1,638
Accounts payable and accrued liabilities		$	504
Assumed liabilities		4
Total identifiable assets acquired		$	508
Net identifiable assets acquired		1,130
Goodwill		1,097
Net assets acquired		$	2,227

 

We recorded $0.7 million in intangible assets as of the acquisition date with a weighted-average amortization period of five to eight years and are amortizing the value of the trade name, technology, and customer relationships over an estimated useful life of 3.8, 4.6 and 4.6 years, respectively.  Amortization expense related to the acquired intangible assets resulting from the acquisition, which is included in amortization expense, was approximately $23,000 for the three months ended March 31, 2014.

 

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The $1.1 million of goodwill was assigned to the license and service segment.  The goodwill recognized is attributed primarily to expected synergies and the assembled workforce of Telespree.  As of March 31, 2014 there were no changes in the recognized amounts of goodwill resulting from the acquisition of Telespree.

 

NOTE 3 — GOODWILL AND INTANGIBLE ASSETS

 

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

 

		License and Services						Customer Support			Total
		U.S.			UK			UK			Goodwill
Balance as of December 31, 2013		$	1,097		$	7,532		$	9,307		$	17,936
Effects of changes in foreign currency exchange rates (1)		—			69			85			154
Balance at March 31, 2014		$	1,097		$	7,601		$	9,392		$	18,090

 

(1)         Represent primarily the impact of foreign currency translation for instances when goodwill is recorded in foreign entities whose functional currency is also their local currency. Goodwill balances are translated into U.S. dollars using exchange rates in effect at period end. Adjustments related to foreign currency translation are included in other comprehensive income.

 

We conducted our annual goodwill impairment test as of July 31, 2013, and we determined that goodwill was not impaired as of the test date. From July 31, 2013 through the date of this report, no events have occurred that we believe may have impaired goodwill.

 

We amortized identifiable intangible assets on a straight-line basis over their estimated lives ranging from one to seven years and include the cumulative effects of foreign currency exchange rates.  As of March 31, 2014 and December 31, 2013, identifiable intangibles were as follows (in thousands):

 

		March 31, 2014									December 31, 2013									Weighted-
		Gross Amount			Accumulated Amortization			Net Carrying Amount			Gross Amount			Accumulated Amortization			Net Carrying Amount			Average Amortization Period
Purchased software		$	439		$	23		$	416		$	439		$	9		$	430		4.6 yrs
Trademarks and tradenames		63			5			58			63			2			61			3.8 yrs
Customer relationships		216			11			205			216			5			211			4.6 yrs
		$	718		$	39		$	679		$	718		$	16		$	702		4.54 yrs

 

Amortization expense of identifiable intangible assets was $23,000 and $0.1 million for the three months ended March 31, 2014 and 2013, respectively.  Expected future amortization expense related to identifiable intangibles based on our carrying amount as of March 31, 2014 was as follows (in thousands):

 

Twelve months ending March 31,
2015		$	94
2016		94
2017		94
2018		94
2019		89
Thereafter		214
		$	679

 

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NOTE 4 — EARNINGS PER COMMON SHARE

 

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

 

Our policy is to treat unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid, as participating securities, included in the computation of both basic and diluted earnings per share.  The following is the reconciliation of the denominator of the basic and diluted EPS computations (in thousands, except per share data):

 

		For the Three Months Ended March 31,
		2014			2013
Basic income per share:
Net income available to common stockholders		$	651		$	1,173
Basic weighted average shares outstanding		11,621			11,409
Basic income per share:		$	0.06		$	0.10
Diluted income per share:
Net income available to common stockholders		$	651		$	1,173
Weighted average shares outstanding		11,621			11,409
Effect of dilutive securities - options		296			282
Diluted weighted average shares outstanding		11,917			11,691
Diluted income per share:		$	0.05		$	0.10

 

For the three months ended March 31, 2014 and 2013, 0.1 million shares, of common stock were excluded from the dilutive stock calculation because their exercise prices were greater than the average fair value of our common stock for the period.

 

NOTE 5 — SHARE-BASED COMPENSATION

 

We account for stock-based compensation by applying a fair-value-based measurement method to account for share-based payment transactions with employees and directors, and record compensation cost for all stock awards granted after January 1, 2006 and awards modified, repurchased, or cancelled after that date, using the modified prospective method. We record compensation costs associated with the vesting of unvested options on a straight-line basis over the vesting period. We recognized $0.1 million of compensation expense in the consolidated statements of operations, with respect to our stock-based compensation plans for the three months ended March 31, 2014 and 2013.  The following table summarizes stock-based compensation expenses recorded in the consolidated statement of operations (in thousands):

 

		For the Three Months Ended March 31,
		2014			2013
Cost of license fees and services, excluding depreciation and amortization		$	16		$	7
Cost of customer support, excluding depreciation and amortization		2			1
Sales and marketing		11			5
General and administrative		42			57
Product development		17			5
Total share based compensation		$	88		$	75

 

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Stock Incentive Plans

 

In January 1996, our stockholders approved an Amended and Restated Stock Option Plan (the “Option Plan”).  Under the Option Plan, as amended, 4,175,000 shares were reserved for issuance.  Options issued under the Option Plan were at the discretion of the Board of Directors, including the vesting provisions of each stock option granted. Options were granted with an exercise price equal to the closing price of our common stock on the date of grant, generally vest over four years and expire no more than ten years from the date of grant. The Option Plan terminated on January 18, 2006; options granted before that date were not affected by the plan termination.  At March 31, 2014 and December 31, 2013, 0.1 and 0.2 million options remained outstanding under the Option Plan, respectively.

 

In June 2007, our stockholders approved the 2007 Stock Incentive Plan (the “2007 Stock Plan”) with a maximum of 1,000,000 shares reserved for issuance. In June 2010, our stockholders approved an amendment to the 2007 Stock Plan which increased the maximum shares that may be awarded under the plan to 1,250,000. In June 2013, our stockholders approved an amendment to the 2007 Stock Plan which increased the maximum shares that may be awarded under the plan to 1,502,209.  Awards permitted under the 2007 Stock Plan include:  Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Awards and Other Stock-Based Awards.  Awards issued under the 2007 Stock Plan are at the discretion of the Board of Directors.  As applicable, awards are granted with an exercise price equal to the closing price of our common stock on the date of grant, generally vest over four years for employees and one year for directors and expire no more than ten years from the date of grant.  At March 31, 2014, there were approximately 0.1 million shares available for grant under the 2007 Stock Plan, as amended.  At March 31, 2014 and December 31, 2013, 0.6 million and 0.5 million options were issued and outstanding under the 2007 Stock Plan as amended, respectively.

 

During the three months ended March 31, 2014 and 2013, there were 0 and 16,000 grants of restricted stock to members of our senior management.  During the three months ended March 31, 2014 and 2013, 2,000 and 6,000 shares of restricted stock vested, respectively.  Approximately 938 and 1,250 shares of restricted stock were forfeited during the three months ended March 31, 2014 and 2013, respectively. The fair market value of restricted shares for share-based compensation expensing is equal to the closing price of our common stock on the date of grant. Stock-based compensation expense includes $15,000 and $40,000 for the three months ended March 31, 2014 and 2013, respectively, of expense related to restricted stock grants. The restrictions on the stock awards are released quarterly, generally over two and four years for senior management and over one year for board members.

 

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

 

		For the Three Months Ended March 31,
		2014		2013
Expected term (years)		5.9		6.1
Risk-free interest rate		1.69	%	0.76	%
Expected volatility		55.98	%	61.48	%
Expected dividend yield		3.90	%	3.10	%

 

The following is a summary of stock option activity under the plans for the nine months ended March 31, 2014:

 

							Weighted-
							Average
				Weighted-			Remaining		Aggregate
		Number of		Average			Contractual		Intrinsic
		Shares		Exercise			Term		Value
		(in thousands)		Price			(Years)		(in thousands)
Options outstanding at December 31, 2013		676		$	5.11		4.76		$	3,491
Options granted		155		10.34
Less options forfeited		(91	)	13.57
Less options exercised		(55	)	5.44
Options outstanding at March 31, 2014		685		$	5.14		6.45		$	2,877
Options exercisable at March 31, 2014		423		$	2.55		4.50		$	3,371

 

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There were 154,500 and 33,000 stock options granted during the three months ended March 31, 2014 and 2013. The weighted-average grant-date fair value of stock options granted during the three months ended March 31, 2014 and 2013 was $3.90 and $2.78, respectively.  As of March 31, 2014, there was approximately $0.9 million of total unrecognized compensation costs related to unvested stock options.  These costs are expected to be recognized over a weighted average period of 2.83 years.  The total fair value of stock options vested during the three months ended March 31, 2014 and 2013 was approximately $38,000 and $44,000, respectively.

 

The deferred income tax benefits from stock option expense related to Evolving Systems U.K. totaled approximately $4,000 for the three months ended March 31, 2014 and 2013.

 

Cash received from stock option exercises for the three months ended March 31, 2014 and 2013 was $0.1 million and $34,000, respectively.

 

During the three months ended March 31, 2014, we had net settlement exercises of stock options, whereby the optionee did not pay cash for the options but instead received the number of shares equal to the difference between the exercise price and the market price on the date of exercise. Net settlement exercises during the three months ended March 31, 2014, resulted in approximately 7,094 shares issued and 26,376 options cancelled in settlement of shares issued.  There were no net settlement exercises during the three months ended March 31, 2013.

 

Employee Stock Purchase Plan

 

Under the Employee Stock Purchase Plan (“ESPP”), we are authorized to issue up to 550,000 shares.  Employees may elect to have up to 15% of their gross compensation withheld through payroll deduction to purchase our common stock, capped at $25,000 annually and no more than 10,000 shares per offering period. The purchase price of the stock is 85% of the lower of the market price at the beginning or end of each three-month participation period. As of March 31, 2014, there were approximately 67,000 shares available for purchase.  For the three months ended March 31, 2014 and 2013, we recorded compensation expense of $7,000 and $700, respectively, associated with grants under the ESPP which includes the fair value of the look-back feature of each grant as well as the 15% discount on the purchase price.  This expense fluctuates each period primarily based on the level of employee participation.

 

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

 

		For the Three Months Ended March 31,
		2014		2013
Expected term (years)		0.25		0.25
Risk-free interest rate		0.04	%	0.10	%
Expected volatility		43.24	%	46.34	%
Expected dividend yield		4.44	%	3.63	%

 

Cash received from employee stock plan purchases for the three months ended March 31, 2014 and 2013 was $26,000 and $2,000, respectively.

 

We issued shares related to the ESPP of approximately 3,000 and 500 for the three months ended March 31, 2014 and 2013, respectively.

 

NOTE 6 — CONCENTRATION OF CREDIT RISK

 

For the three months ended March 31, 2014, two significant customer (defined as contributing at least 10%) accounted for 28% (17% and 11%) of revenue from operations.  The significant customers for the three months ended March 31, 2014 are large

 

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telecommunications operators in Europe and Mexico.  For the three months ended March 31, 2013, two significant customers accounted for 28% (18% and 10%) of revenue from operations. The significant customers for the three months ended March 31, 2013 are large telecommunications operators in the Philippines and Europe.

 

As of March 31, 2014, two significant customers accounted for approximately 44% (24% and 20%) of contract receivables and unbilled work-in-progress.  These customers are large telecommunication operators in Europe and Africa.  As of December 31, 2013, four significant customers accounted for approximately 56% (18%, 15%, 12% and 11%) of contract receivables and unbilled work-in-progress.  These customers are a large telecommunications operator in Africa, Europe, Brazil and Europe.

 

NOTE 7 — LONG-TERM DEBT

 

On October 22, 2012, we entered into a $5.0 million Loan and Security Agreement (the “Revolving Facility”).  The $5.0 million Revolving Facility bears interest at the greater of 2.75% or the U.S.A Prime Rate minus one half of one percent (0.5%).  Prime Rate was 3.25% as of March 31, 2014.  The Revolving Facility is secured by all assets of Evolving Systems, including a pledge, subject to certain limitations with respect to stock of foreign subsidiaries, of the stock of the existing and future direct subsidiaries of Evolving Systems.  There is no mandated borrowing required against the Revolving Facility.  To take an advance under the Revolving Facility, we must have a balance of $3.0 million in cash on deposit and have quarterly net income and a specified ratio of current assets to current liabilities, as defined in the Revolving Facility.  The Revolving Facility requires us to pay an annual credit facility fee of $10,000.  All accrued interest on outstanding borrowings under the Revolving Facility is payable monthly, with any outstanding balance due with a final maturity of October 22, 2014.  As of March 31, 2014, we are in compliance with the covenants and have $5.0 million available to borrow under this Revolving Facility.

 

NOTE 8 — INCOME TAXES

 

We recorded net income tax expense of $0.3 million and $0.6 million for the three months ended March 31, 2014 and 2013, respectively.  The net expense during the three months ended March 31, 2014 consisted of current income tax expense of $0.2 million and a deferred tax expense of $57,000. The current tax expense consists primarily of income tax from our U.S.,  U.K. and India based operations and unrecoverable foreign withholding taxes in the U.S. The deferred tax expense was primarily related to undistributed foreign earnings, a decrease in deferred tax assets related to accrued liabilities and capitalized expenses for tax purpose related to the acquisition of Telespree.  The net expense during the three months ended March 31, 2013 consisted of current income tax expense of $0.5 million and a deferred tax expense of $0.1 million. The current tax expense consists primarily of unrecoverable foreign withholding tax in the U.S. and income tax from our U.S. and U.K. based operations. The deferred tax expense was primarily related to undistributed foreign earnings offset by intangible assets from our U.K. based operations.

 

Our effective tax rate of 30% for the three months ended March 31, 2014 decreased from an effective tax rate of 32% for the three months ended March 31, 2013.  The decrease in our effective tax rate relates to a higher proportion of our income being generated in the U.K., for which the statutory corporate tax rate was decreased in 2014.  When utilized, windfall tax benefits related to stock-based compensation are recorded as a reduction to our taxes payable when realized, with a corresponding credit to additional paid in capital, not income tax expense.

 

In conjunction with the acquisition of Evolving Systems Labs, we recorded certain identifiable intangible assets of $0.7 million.  These assets are amortizable for both book and tax purposes.

 

As of March 31, 2014 and December 31, 2013 we continued to maintain a valuation allowance on portions of our domestic net deferred tax asset.  Such assets primarily consist of certain NOL carryforwards and other tax credits.  These NOL’s are comprised of windfall tax benefits related to stock-based compensation. The $0.3 million of net deferred tax assets as of March 31, 2014, were comprised of the following:

 

		March 31, 2014
Deferred tax assets:
Net operating loss carryforwards		$	2,858
Research & Development Credits		303
AMT/MAT credit		966
Stock Compensation		589
Depreciable assets		164
Intangibles		88
Accrued liabilities and reserves		144
Total deferred tax assets		5,112
Deferred tax liabilities
Undistributed Foreign Earnings		$	(777	)
Total deferred tax liability		(777		)
Net deferred tax assets, before valuation allowance		$	4,335
Valuation allowance		(4,007		)
Net deferred tax asset		$	328

 

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As of March 31, 2014 and December 31, 2013 we had no liability for unrecognized tax benefits.

 

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

 

NOTE 9 — STOCKHOLDERS’ EQUITY

 

Common Stock Dividend

 

On March 11, 2014, our Board of Directors declared a first quarter cash dividend of $0.10 per share, payable March 31, 2014, to stockholders of record March 24, 2014.

 

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

 

Certain Anti-Takeover Provisions/Agreements with Stockholders

 

Our restated certificate of incorporation allows the board of directors to issue up to 2,000,000 shares of preferred stock and to determine the price, rights, preferences and privileges of those shares without any further vote or action by our stockholders. The rights of the holders of our common stock will be subject to, and may be adversely affected by, the rights of the holders of any preferred stock that may be issued in the future. Issuance of preferred stock, while providing desired flexibility in connection with possible acquisitions and other corporate purposes, could make it more difficult for a third party to acquire a majority of our outstanding voting stock. As of March 31, 2014 and December 31, 2013, no shares of preferred stock were outstanding.

 

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

 

NOTE 10 — SEGMENT INFORMATION

 

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

 

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

 

Segment information is as follows (in thousands):

 

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		For the Three Months Ended March 31,
		2014			2013
Revenue
License fees and services		$	4,367		$	4,507
Customer support		2,215			2,162
Total revenue		6,582			6,669
Revenue less costs of revenue, excluding depreciation and amortization
License fees and services		2,889			2,971
Customer support		1,795			1,854
		4,684			4,825
Unallocated Costs
Other operating expenses		3,377			2,909
Depreciation and amortization		69			135
Restructuring		211			—
Interest income		(3		)	(3		)
Interest expense		5			6
Foreign currency exchange loss		96			43
Income from operations before income taxes		$	929		$	1,735

 

Geographic Regions

 

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

 

		For the Three Months Ended March 31,
		2014									2013
		L&S			CS			Total			L&S			CS			Total
Revenue
United Kingdom		$	1,098		$	500		$	1,598		$	913		$	484		$	1,397
Nigeria		631			91			722			190			97			287
Mexico		588			114			702			72			104			176
Other		2,050			1,510			3,560			3,332			1,477			4,809
Total revenues		$	4,367		$	2,215		$	6,582		$	4,507		$	2,162		$	6,669

 

		March 31,			December 31,
		2014			2013
Long-lived assets, net
United States		$	1,869		$	1,840
United Kingdom		17,146			16,985
Other		146			155
		$	19,161		$	18,980

 

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