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| SONE > SEC Filings for SONE > Form 10-K on 5-Mar-2009 | All Recent SEC Filings |
5-Mar-2009
Annual Report
Our product brands, solutions and related markets are summarized below:
Enterprise Postilion
S1 Enterprise Postilion FSB
Self Service Banking
Online Banking
Personal Banking Global US -
Business Banking Global US -
Bill pay services US US -
Corporate Banking Global - -
Trade Finance Global - -
Mobile Banking Global Global -
Voice Banking Global US -
Full Service Banking
Teller Global - US
Sales and Service Global - US
Call Center Global - US
Lending - - US
Payments - Global -
Insurance US - -
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Revenue from Significant Customers
Revenue from State Farm was 18%, 21% and 25% of our revenue from continuing
operations and 33%, 39% and 48% of our Enterprise segment revenue during the
years ended December 31, 2008, 2007 and 2006, respectively. In 2008, we
announced that we expected our relationship with State Farm to conclude by the
end of 2011. We expect approximately $80 million in revenue from State Farm from
2009 until our work for them concludes by the end of 2011, of which we expect
approximately $35 - $37 million in revenue in 2009.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations
are based upon our consolidated financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United States
of America ("U.S. GAAP"). The preparation of these financial statements requires
us to make estimates and judgments that affect the reported amounts of assets
and liabilities, disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reported period. Generally, we base our estimates on historical experience
and on various other assumptions in accordance with U.S. GAAP that we believe to
be reasonable under the circumstances. Actual results may differ from these
estimates under other assumptions or conditions.
Critical accounting policies and estimates are those that we consider the most
important to the portrayal of our financial condition and results of operations
because they require our most difficult, subjective or complex judgments, often
as a result of the need to make estimates about the effect of matters that are
inherently uncertain. See further discussion of all the accounting policies in
Note 2 to the consolidated financial statements. Our critical accounting
policies and estimates include those related to:
• revenue recognition;
• estimation of our allowance for doubtful accounts and billing adjustments;
• valuation and recoverability of long-lived assets, including goodwill;
• determination of technological feasibility and capitalization of software development costs;
• determination of the fair value of employee stock options and stock appreciation rights awards;
• recognition of costs in connection with restructuring plans;
• reserves for contingencies; and
• income taxes.
Revenue recognition. Revenue is a key component of our results of operations and
is a key metric used by management, securities analysts and investors to
evaluate our performance. Our revenue generally includes multiple element
arrangements such as license fees for software products, implementation and
customization services, training, post-contract customer support, hosting and
data center services and, in some cases, hardware or other third party products
and services.
Software licenses revenue. We recognize software license sales in accordance
with Statement of Position No. 97-2, "Software Revenue Recognition," and SOP
No. 98-9, "Modification of SOP No. 97-2 With Respect to Certain Transactions,"
as well as applicable Technical Practice Aids issued by the American Institute
of Certified Public Accountants. For software license sales for which
professional services rendered are not considered essential to the functionality
of the software, we recognize revenue upon delivery of the software provided
(1) there is evidence of an arrangement, (2) collection of our fee is reasonably
assured, and (3) the fee is fixed or determinable. In certain of these
arrangements, vendor specific objective evidence of fair value exists to
allocate the total fee to all elements of the arrangement. If vendor specific
objective evidence of fair value does not exist for the delivered element and
exists for all undelivered elements, we use the residual method under SOP
No. 98-9.
When professional services are considered essential to the functionality of the
software, we record revenue for the perpetual license and professional services
over the implementation period using the contract accounting method on a
contract by contract basis, typically measured by the percentage of cost
incurred to date to estimated total costs to complete the contract. We typically
use labor hours to estimate contract costs. Contract costs generally include
direct labor, contractor costs and indirect costs identifiable with or allocable
to the contracts.
For subscription license arrangements where we sell customers the rights to
unspecified products as well as unspecified upgrades and enhancements during a
specified term, the license revenue is recognized ratably over the term of the
arrangement. For license arrangements in which the fee is not considered fixed
or determinable, the license revenue is generally recognized as payments become
due.
Support and maintenance revenue. Revenue for post-contract customer support and
maintenance is recognized ratably over the contract period.
Professional services revenue. Revenue derived from arrangements to provide
professional services on a time and materials basis is recognized as the related
services are performed. For professional services revenue that is provided on a
fixed fee basis, revenue is recognized pursuant to SAB 104 "Revenue Recognition"
on a proportional performance method which is generally based upon labor hours
incurred as a percentage of total estimated labor hours to complete the project.
Provisions for estimated losses on incomplete contracts are made in the period
in which such losses are determined.
Data center revenue. We consider the applicability of Emerging Issues Task Force
Issue No. 00-03, "Application of AICPA Statement of Position 97-2 to
Arrangements That Include the Right to Use Software Stored on Another Entity's
Hardware," to our data center arrangements on a contract-by-contract basis. If
it is determined that a software element covered by SOP No. 97-2 is present in a
hosting arrangement, the license, professional services and data center revenue
is recognized pursuant to SOP No. 97-2. If it is determined that a software
element covered by SOP No. 97-2 is not present in a hosting arrangement, we
recognize data center revenue in accordance with Staff Accounting Bulletin
No. 104 and Emerging Issues Task Force 00-21, "Accounting for Revenue
Arrangements with Multiple Deliverables."
Our contractual arrangement are evaluated on a contract-by-contract basis and
often require our judgment and estimates that affect the classification and
timing of revenue recognized in our statements of operations. Specifically, we
may be required to make judgments about:
• whether the fees associated with our products and services are fixed
or determinable;
• whether the collection of our fees is reasonably assured;
• whether professional services are essential to the functionality of the related software product;
• whether we have the ability to make reasonably dependable estimates in the application of the percentage of completion and proportional performance methods; and
• whether we have vendor specific objective evidence of fair value for our products and services.
Additionally, we may be required to make the following estimates:
• percentage of labor hours incurred to date to the estimated total
labor hours for each contract;
• provisions for estimated losses on uncompleted contracts; and
• the need for an allowance for doubtful accounts or billing adjustments.
If other judgments or assumptions were used in the evaluation of our revenue
arrangements, the timing and amounts of revenue recognized may have been
significantly different. For instance, many of our software license revenue
arrangements in our Enterprise segment are accounted for using the percentage of
completion method since the services are considered essential to the
functionality of the software. If it was determined that those services were not
essential to the functionality of the software, we may have recognized the
license revenue upon delivery of the license, provided other required criteria
were satisfied. Further, if we determined that we cannot make reasonably
dependable estimates in the application of the percentage of completion method,
we would defer all revenue and recognize the revenue upon completion of the
contract.
See a full discussion of our revenue recognition policies in Note 2 to the
consolidated financial statements.
Estimation of allowance for doubtful accounts and billing adjustments. We are
required to report accounts receivable at the amount we expect to collect from
our customers. As a result, we are required to use our judgment to estimate the
likelihood that certain receivables may not be collected or that we might offer
future discounts or concessions for previously billed amounts. Accordingly, we
have established a discount allowance for estimated billing adjustments and a
bad debt allowance for estimated amounts that we will not collect. We report
provisions for billing adjustments as a reduction of revenue and provisions for
bad debts as a component of selling and marketing expense. We review specific
accounts for collectibility based on circumstances known to us at the date of
our financial statements. In addition, we maintain reserves based on historical
billing adjustments and write-offs, and historical discounts, concessions and
bad debts, customer concentrations, customer credit-worthiness and current
economic trends. Accordingly, our judgments and estimates about the
collectibility of our accounts receivable affect revenue, selling expense and
the carrying value of our accounts receivable.
Valuation and recoverability of long-lived assets, including goodwill. We
evaluate the recoverability of long-lived assets, including goodwill, whenever
events or changes in circumstances indicate that the carrying amount should be
assessed by comparing their carrying value to the undiscounted estimated future
net operating cash flows expected to be derived from such assets. If such
evaluation indicates a potential impairment, we use discounted cash flows to
measure fair value in determining the amount of the long-lived assets that
should be written off. Factors we consider important which could trigger an
impairment review include, but are not limited to, the following:
• significant under-performance relative to expected historical or
projected future operating results;
• significant changes in the manner of our use of the acquired assets or the strategy of our overall business;
• significant negative industry or economic trends;
• significant decline in our stock price for a sustained period; and
• our market capitalization relative to net book value.
SFAS No. 142, "Goodwill and Other Intangible Assets" requires us to perform an
annual test of goodwill value to determine whether or not it has been impaired.
Based on the results of our annual tests, the fair value of our reporting units
exceeds their carrying value. While we no longer record amortization expense for
goodwill and other indefinite lived intangible assets, future events and changes
in circumstances may require us to record a significant impairment charge in any
given period.
Determination of technological feasibility and capitalization of software
development costs.We are required to assess when technological feasibility
occurs for products that we develop. Based on our judgment, we have determined
that technological feasibility for our products generally occurs when we
complete beta testing. Due to the insignificant amount of costs incurred between
completion of beta testing and general customer release, we have not capitalized
any software development costs in the accompanying consolidated financial
statements. If we determined that technological feasibility had occurred at an
earlier point in the development cycle and that subsequent production costs
incurred before general availability of the product were significant, we would
have capitalized those costs and recognized them over future periods. We
continue to monitor changes in the software development cycle and may be
required to capitalize certain software development costs in the future.
Determination of the fair value of equity based compensation. We account for
compensation for our stock option plans under SFAS No. 123R, "Stock-based
Payments" using the modified prospective method. In determining the fair value,
management makes certain estimates related primarily to the expected life of the
option, stock appreciation right, or restricted stock and the volatility of our
stock. These assumptions affect the estimated fair value of the equity grant. As
such, these estimates will affect the compensation expense we record in future
periods. Additionally, we are required to estimate forfeitures at the time of
grant and adjust them over the requisite service period based on the extent to
which actual forfeitures differ, or are expected to differ, from their
estimates. These estimates affect the timing of the compensation expense we
record. We have outstanding stock appreciation rights ("SARs") that are cash
settled. Therefore, we revalue our liability to settle the SAR awards each
period based on updated valuation which includes, among other factors, our
closing stock price for the period.
Recognition of costs in connection with restructuring plans. Following the
adoption of SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal
Activities," we establish a liability for the estimated fair value of exit costs
at the date we incur a liability under an approved restructuring plan. At that
time and thereafter until the plan activities are complete, the actual costs or
timing of payments associated with the plan may differ from our estimates. We
use our judgment and information available to us at the date of the financial
statements to reevaluate our initial estimates of the exit costs. If we believe
that our previous estimates of exit costs or timing of payments are no longer
accurate in light of current conditions, we adjust the liability with a
corresponding increase or decrease to current period earnings. Any adjustments
to estimates of our exit costs under restructuring plans are reflected on the
same line item in the statement of operations as the initial charge to establish
the restructuring liability. Additionally, in periods subsequent to the initial
measurement, we increase the carrying amount of the liability by the amount of
accretion recorded as an expense due to the passage of time.
Accrued restructuring costs at year end reflect our estimate of the fair value
of future rental obligations and other costs associated with office space that
we do not plan to use in our operations as a result of the restructuring plans,
offset by our estimate of the fair value of sublease income for this space. The
determination of fair value is based on a discounted future cash flow model
using a credit-adjusted risk-free rate. While we know the terms of our
contractual lease obligations and related future commitments, we must estimate
when and under what terms we will be able to sublet the office space, if at all.
Such estimates require a substantial amount of judgment, especially given
current real estate market conditions. Actual sublease terms may differ
substantially from our estimates. Any future changes in our estimates of lease
termination reserves could materially impact our financial condition, results of
operations and cash flows. See further discussion of these charges in Note 10 to
our consolidated financial statements for additional information.
Reserve for contingencies. When a loss contingency exists, we are required to
evaluate the likelihood that a future event or events will confirm the loss.
SFAS No. 5 "Accounting for Contingencies" states that a company must accrue for
a loss contingency by a charge to income when information available prior to
issuance of the financial statements indicates that it is probable that an asset
has been impaired or a liability has been incurred at the date of the financial
statements, and that the amount of loss can be reasonably estimated. Our reserve
for contingencies at year end reflects liabilities including but not limited to
loss contract reserves for certain customers.
Income taxes. We released a portion of our valuation allowance for deferred tax
assets in 2008. However, we still have a valuation allowance on most of our
deferred tax assets. In order to release additional amounts of the valuation
allowance, we must show a history of sustained profitability or other positive
evidence. At such time, we will make a determination to reverse all or a portion
of the remaining valuation allowance based on estimates regarding our future
earnings and the recoverability of the deferred tax assets. A portion of any
such reversal could have a positive impact on our earnings in the period in
which it is reversed. If we continue to sustain profitability in 2009, we will
evaluate the possibility of releasing a portion of the valuation allowance in
the near future. In the event the valuation allowance is released, the portion
of the allowance associated with loss carryforwards generated by stock options
will be credited to additional paid-in-capital and will not be reported as a
benefit on the statement of operations.
Recent Accounting Pronouncements
Refer to Note 2 to our consolidated financial statements for further discussion
regarding the effect of new accounting pronouncements on our financial
statements.
Effects of Foreign Currencies
Our revenue and net income were impacted by foreign exchange rate fluctuations
mainly for transactions in the British Pound, South African Rand, Indian Rupee
and the European Euro. Our operating expenses were impacted mainly for
professional services and support, sales and marketing, product development, and
general and administrative functions. Generally, expenses are denominated in the
same currency as our revenue and the exposure to rate changes is naturally
hedged for transactions in the British Pound and European Euro which minimizes
the impact to net income. However, our development centers in India and South
Africa are not naturally hedged as their costs are in the local currency but are
funded in U.S. Dollars and British Pounds. We did not enter into material
financial derivatives to hedge our currency risks in 2008, 2007 or 2006. Please
refer to Item 7A of Part II, "Quantitative and Qualitative Disclosures about our
Market Risk" for further discussions on potential foreign currency risks.
The estimated effect on our consolidated statements of operations from changes in exchange rates versus the U.S. Dollar is as follows (in thousands, except per share data):
Year Ended December 31 , 2008 Year Ended December 31 , 2007
At Prior Year At Prior Year
Exchange Exchange Exchange Exchange
Rates (1) Rate Effect As reported Rates (1) Rate Effect As reported
Revenue $ 229,775 $ (1,340 ) $ 228,435 $ 203,005 $ 1,920 $ 204,925
Operating Expenses 207,554 (2,470 ) 205,084 183,706 2,760 186,466
Operating Income 22,221 1,130 23,351 19,299 (840 ) 18,459
Net Income 20,470 1,380 21,850 20,345 (850 ) 19,495
Diluted earnings per share $ 0.36 $ 0.02 $ 0.38 $ 0.33 $ (0.01 ) $ 0.32
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(1) Current year results translated into U.S. Dollars using prior year's average rate.
Results of Operations
The following table sets forth our statement of operations data for the three
years ended December 31, 2008, 2007 and 2006 and the percentage of total revenue
of each line item for the periods presented (dollars in thousands):
2008 2007 2006
Revenue:
. . .
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