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CREL > SEC Filings for CREL > Form 10-Q on 10-Jul-2009All Recent SEC Filings

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Form 10-Q for COREL CORP


10-Jul-2009

Quarterly Report


Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Special Note Regarding Forward-Looking Statements Statements contained in this Quarterly Report on Form 10-Q which are not historical facts are forward-looking statements within the meaning of
Section 21E of the US. Securities Exchange Act of 1934, as amended. A forward-looking statement may contain words such as "anticipate that," "believes," "continue to," "estimates," "expects to," "hopes," "intends," "plans," "to be," "will be," "will continue to be," or similar words. These forward-looking statements include the statements in this Report regarding:
future developments in our markets and the markets in which we expect to compete; our estimated cost reductions; our future ability to fund our operations; our development of new products and relationships; our ability to increase our customer base; the services that we or our customers will introduce and the benefits that end users will receive from these services; the impact of entering new markets; our plans to use or not to use certain types of technologies in the future; our future cost of revenue, gross margins and net losses; our future restructuring, research and development, sales and marketing, general and administrative, stock-based compensation and depreciation and amortization expenses; our future interest expenses; the value of our goodwill and other intangible assets; our future capital expenditures and capital requirements; and the anticipated impact of changes in applicable accounting rules.
These forward-looking statements are based on estimates and assumptions made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances including but not limited to general economic conditions, product pricing levels and competitive intensity, and new product introductions. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause actual results, performance or achievements to differ materially from any future results, performance, or achievements discussed or implied by such forward-looking statements. These risks include the following:
• we are subject to restrictive covenants under our credit facility that impose operating and financial restrictions on our operations. Due to the uncertainties presented by the current state of the global economy and our resulting financial performance, there is a risk that we may, over the next twelve months, be in violation of certain of those covenants or that we may not be able to access funds under our revolving credit facility. If a violation of certain debt covenants were to occur, it could result in a default under the credit facility or mandatory prepayment of all or a portion of our credit facility debt;

• we face adverse effects to our business due to the recent disruption in the global economy and financial markets;

• we rely on relationships with a small number of OEM's and distributors for a significant percentage of our revenues, and if any of these companies terminates its relationship with us, our revenues could decline;

• many of our core products have been marketed for many years and the packaged software market in North America and Europe is relatively mature and characterized by modest growth, if any; accordingly, we must develop new products, successfully complete acquisitions, penetrate new markets or increase penetration of our installed base to achieve revenue growth;

• we face potential claims from third parties who may hold patent and other intellectual property rights which purport to cover various aspects of our products and from certain of our customers who may be entitled to indemnification from us in respect of potential claims they may receive from third parties related to their use or distribution of our products;

• we face competition from companies with significant competitive advantages, such as significantly greater market share and resources;

• as an increasing number of companies with advertising or subscriber-fee business models seek to offer competitive software products over the Internet at little or no cost to consumers, it may become more challenging for us to maintain our historical pricing policies and operating margins;

• we rely on relationships with a small number of strategic partners and these relationships can be modified or effectively terminated at any time without our approval;

• our acquisition strategy may fail for various reasons, including our inability to find suitable acquisition candidates, complete acquisitions on acceptable terms or effectively integrate acquired businesses;


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• the manner in which packaged software is distributed is changing rapidly, which presents challenges to established software companies such as us and presents opportunities for potential competitors; and

• the proliferation of open source software and open standards may make us more vulnerable to competition because new market entrants and existing competitors could introduce similar products quickly and cheaply.

These risk factors should be considered carefully, and readers should not place undue reliance on our forward-looking statements. Forward-looking statements speak only as of the date of the document in which they are made. We disclaim any intention or undertaking to provide any updates or revisions to any forward-looking statement to reflect any change in our expectations or any change in events, conditions or circumstances on which the forward-looking statement is based, except as required by law.
Many factors could cause our actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking statements, including, without limitation, the above factors.
These and other important factors are described in greater detail in the section entitled "Risk Factors" in our annual report on Form 10-K dated February 9, 2009 filed with the Securities and Exchange Commission and with Canadian securities regulators. A copy of the 10-K can be obtained on our website ( http://www.corel.com ), or at www.sec.gov The following discussion and analysis should be read in conjunction with our unaudited consolidated financial statements and accompanying notes for the three and six month period ended May 31, 2009 included elsewhere in this quarterly report on Form 10-Q. All amounts are in United States dollars, except as otherwise noted.
BACKGROUND
We are a leading global packaged software company with an estimated installed base of over 100 million active users in over 75 countries. We provide high quality, affordable and easy-to-use Graphics, Productivity and Digital Media software. Our products enjoy a favorable market position among value-conscious consumers and small businesses benefiting from the widespread, global adoption of personal computers, or PCs, and digital capture devices. The functional departments within large companies and governmental organizations are also attracted to the industry-specific features and technical capabilities of our software. Our products are sold through a scalable distribution platform comprised of original equipment manufacturer's (OEMs), our global e-Stores, and our international network of resellers and retail vendors. We have broad geographic representation with dedicated sales and marketing teams based in the Americas, Europe Middle East and Africa (EMEA), and the Asia Pacific (APAC) regions. Our product portfolio includes well-established, globally recognized brands.
An important element of our business strategy is to grow revenues through acquisitions of companies or product lines. We intend to focus our acquisition activities on companies or product lines with proven and complementary products and established user bases that we believe can be accretive to our earnings shortly after completion of the acquisition. While we review acquisition opportunities on an ongoing basis, we currently have no binding obligations with respect to any particular acquisition. We are subject to certain debt covenants which may restrict our ability to pursue certain acquisitions. Graphics and Productivity
Our primary Graphics and Productivity products include: CorelDRAW® Graphics Suite, Corel®Painter™, CorelDESIGNER® Technical Suite, WinZip® , iGrafx® and WordPerfect® Office. CorelDRAW Graphics Suite is a leading vector illustration, page layout, image editing and bitmap conversion software suite used by design professionals and non-professionals around the world. Corel Painteris a Natural-Media® digital painting and drawing software that mirrors the look and feel of their traditional counter parts. CorelDESIGNER Technical Suite offers users a graphics application for creating or updating complex technical illustrations. WinZip is the most widely used compression utility, with more than 40 million licenses sold to date. Our iGrafx products allow enterprises to analyze, streamline and optimize their business processes. WordPerfect Office is the leading Microsoft-alternative productivity software and features Microsoft-compatible word processing, spreadsheet and presentation applications. Digital Media
Our Digital Media portfolio includes products for digital imaging, video editing, optical disc authoring (Blu-ray, DVD, and CD), and video playback. Our Digital Imaging products include Corel®Paint Shop Pro® Photo, Corel® MediaOne®, Corel® Photo Album™, and PhotoImpact®. Corel Paint Shop Pro Photo is a digital image editing and management application used by novice and professional photographers and photo editors. Corel MediaOne is a multimedia software program for organizing and enhancing photos and video clips that are primarily taken with a point-and-shoot camera. Corel Photo Album is an entry-level software program that allows users to easily store, organize, share and manage their digital photo collections. Photo Impact is an image editing software, which provides users with easy-to-use photo editing tools, creative project templates and some digital art capabilities. VideoStudio® is our consumer focused video editing and DVD authoring software for users who want to produce professional-looking videos, slideshows and DVDs. Our optical disc authoring software


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applications are DVD Movie Factory® and DVD Movie Writer®. WinDVD® is the world's leading software for DVD, video and Blu-ray Disc playback on PC's with over 200 million units shipped worldwide.
OVERVIEW OF THE QUARTER
Operating Performance
Revenue for the three months ended May 31, 2009 was $50.4 million, down 25% year over year. The revenue decrease of $16.7 million coincides with weakness in the global economy which has had an adverse impact on our operations particularly in Europe and North America. Within our Digital Media group, our revenues for the second quarter of fiscal 2009 decreased by $5.8 million or 20%, largely due to decreases in Instant On, Corel Paint Shop Pro Photo, DVD Movie Factory, VideoStudio, and PhotoImpact. Our Graphics and Productivity revenues decreased by $10.9 million or 28%, due mainly to declines in revenues from our CorelDRAW, WinZip, iGrafx, and WordPerfect products. Despite the decrease in revenues of $16.7 million, overall cost of revenues remained consistent with the prior year, due to the change in sales mix resulting from a decreased proportion of revenues associated with products with lower royalty costs as compared to revenues associated with products with higher royalty costs, such as WinDVD.
From an operating income perspective, we were able to mitigate the impact of the decreased revenues and gross margins through a 25% year over year reduction in our operating expenses of $10.2 million, which was driven by our prior restructuring activities, a decrease in discretionary spending, and favourable changes in foreign exchange from the weakening of the US Dollar against the CDN Dollar and the Pound Sterling.
Our net loss for the second quarter of fiscal 2009 was $4.1 million, or $0.16 per share, compared to net income of $930,000, or $0.04 per share in the second quarter of 2008. Non-GAAP Adjusted EBITDA was $10.1 million and cash provided by operations was $780,000 in the second quarter of fiscal 2009 compared to non-GAAP Adjusted EBITDA of $14.9 million and cash flow from operations of $6.9 million in the second quarter of fiscal 2008. Adjusted EBITDA represents net income before interest, income taxes, depreciation and amortization, further adjusted to eliminate items specifically defined in our credit facility agreement. Refer to the Financial Condition section within this MD&A for a reconciliation of non-GAAP Adjusted EBITDA to cash flow provided by operations.

RESULTS OF OPERATIONS
Three and Six Months ended May 31, 2009 and May 31, 2008
Revenues

                                    Three Months Ended                                       Six Months Ended
                                         May 31,                   Percentage                    May 31,                    Percentage
                                  2009              2008             Change              2009               2008              Change
                                                                        (dollars in thousands)
                                                                             (unaudited)

Product                        $ 44,280          $ 60,249              (26.5 )%       $  94,355          $ 119,611              (21.1 )%
As a percent of revenue            87.9 %            89.9 %                                88.5 %             90.2 %
Maintenance and services          6,088             6,795              (10.4 )%          12,227             12,977               (5.8 )%
As a percent of revenue            12.1 %            10.1 %                                11.5 %              9.8 %
Total                            50,368            67,044              (24.9 )%         106,582            132,588              (19.6 )%

Total revenues for the three month period ended May 31, 2009 decreased by 24.9% to $50.4 million from $67.0 million for the three months ended May 31, 2008. Total revenues for the six month period ended May 31, 2009 decreased by 19.6% to $106.6 million from $132.6 million for the six months ended May 31, 2008. On a global level, all of our products, product groups, and distribution channels have been impacted by the weakening of the global economy and the declining EURO in relation to the US Dollar. Of the current quarter decrease in total revenues of $16.7 million, $10.9 million is attributable to the Graphics and Productivity group of products and $5.8 million is attributable to the Digital Media group of products. Revenues from the direct sales channel have remained fairly flat, compared to the prior period. Our remaining distribution channels, including OEM and resellers, have had declining revenues compared to the three and six months ended May 31, 2008. Our resellers have been reducing inventory levels across all our products.
Product revenues for the three and six months ended May 31, 2009 decreased by 26.5% and 21.1%, to $44.3 million and $94.4 million, respectively, from $60.2 and $119.6 million for the three and six months ended May 31, 2008. Product revenues have declined for the same reasons as described above for total revenues.


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Maintenance and services revenues for the three and six months ending May 31, 2009 have been decreasing as compared to the three and six months ending May 31, 2008. We have not experienced declines in maintenance revenues similar to those with product revenues, as much of this revenue is related to products sold in prior periods, in which we had growth in revenues. Total Revenues by Product Group

                                     Three Months Ended                                      Six Months Ended
                                          May 31,                   Percentage                   May 31,                   Percentage
                                   2009              2008             Change              2009              2008             Change
                                                                        (dollars in thousands)
                                                                             (unaudited)

Graphics and Productivity       $ 27,582          $ 38,497              (28.4 )%       $ 57,236          $ 75,444              (24.1 )%
As a percent of revenue             54.8 %            57.4 %                               53.7 %            56.9 %
Digital Media                     22,786            28,547              (20.2 )%         49,346            57,144              (13.6 )%
As a percent of revenue             45.2 %            42.6 %                               46.3 %            43.1 %

Our products generally have release cycles between 12 and 24 months and we typically earn the largest portion of revenues for a particular product during the first half of its release cycle. In the past we have experienced declines in product revenues during the second half of product release cycles, with the sharpest declines occurring toward the end of the release cycle. The fiscal quarter of the most recent and prior release of each of our major products is set forth below:

                                                      Quarter of
                                          Current      Current         Quarter of
                                          Version      Release       Prior Release
       Product
       Graphics and Productivity:
       CorelDRAW Graphics Suite               14        Q1 2008            Q1 2006
       Corel Painter                          11        Q2 2009            Q1 2007
       Corel Designer Technical Suite         14        Q3 2008            Q3 2005
       WinZip                                 12        Q4 2008            Q4 2006
       iGrafx FlowCharter                     12        Q2 2007            Q1 2006
       WordPerfect Office Suite               14        Q2 2008            Q1 2006
       Digital Media
       Paint Shop Pro Photo (ultimate)        12        Q4 2008            Q4 2006
       MediaOne                                2        Q4 2007            Q4 2006
       WinDVD                                  9        Q1 2008            Q4 2006
       VideoStudio                            12        Q4 2008            Q2 2007
       DVD Movie Factory                       6        Q1 2007            Q1 2006
       PhotoImpact                            13        Q1 2008            Q3 2006

Graphics and Productivity revenues decreased by $10.9 million or 28.4% to $27.6 million in the second quarter of fiscal 2009 from $38.5 million in the second quarter of fiscal 2008, and decreased by $18.2 million or 24.1% to $57.2 million for the six month period ending May 31, 2009 as compared to the six month period ending May 31, 2008. The revenue decline was primarily driven by declines in CorelDRAW, WinZip, iGrafx and WordPerfect. CorelDRAW, which enjoyed a sales peak in the first two quarters of fiscal 2008 due the launch of CorelDRAW Graphics Suite X4, experienced most of its decline in EMEA. WinZip revenues have declined in both North America and EMEA as a decrease in license sales continues from prior periods. iGrafx revenues have declined in both EMEA and the Americas, as some enterprise customers have delayed or declined orders of this product due to the current economy. The decline in WordPerfect revenues has been isolated mainly to the United States, where there were large benefits in the prior year due to the launch of X4 in the second quarter of fiscal 2008.
Digital Media revenues decreased by $5.8 million or 20.2% to $22.8 million in the second quarter of fiscal 2009 from $28.5 million in the second quarter of fiscal 2008, and decreased by $7.8 million or 13.6% to $49.3 million for the six months ending May 31, 2009. Our decline in these revenues in the current quarter were led by Paint Shop Pro Photo, Instant On, DVD Movie Factory,and VideoStudio. Year to date, these decreases were partially offset by an increase in sales WinDVD, which in the first quarter of fiscal 2009 enjoyed success in Taiwan and Japan with existing and new OEM customers. The decline in Paint Shop Pro Photo, a product towards the end of its life cycle, was largely in the


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EMEA market where they have faced adverse economic factors which has decreased sales to resellers. The decline in Instant On is due to a significant Japanese OEM customer that is not currently bundling this product with their computers. However, we changed the specifications in the agreement with this OEM customer in the first quarter of fiscal 2009, and expect to see increases in revenues in future periods from Instant On to a limited scale of those earned in fiscal 2008. The majority of the decrease in DVD Movie Factory is in North America, relating largely to OEM sales decreases for two significant customers. VideoStudio has had declines across varying distribution channels in both EMEA and APAC.

Total Revenues by Region

                                   Three Months Ended                                      Six Months Ended
                                        May 31,                   Percentage                   May 31,                   Percentage
                                 2009              2008             Change              2009              2008             Change
                                                                      (dollars in thousands)
                                                                           (unaudited)

Americas                      $ 24,997          $ 32,793              (23.8 %)       $ 51,166          $ 63,690              (19.7 %)
As a percent of revenue           49.6 %            48.9 %                               48.0 %            48.0 %
EMEA                            11,249            19,564              (42.5 %)         26,369            40,577              (35.0 %)
As a percent of revenue           22.3 %            29.2 %                               24.7 %            30.6 %
APAC                            14,122            14,687               (3.8 %)         29,047            28,321                2.6 %
As a percent of revenue           28.0 %            21.9 %                               27.3 %            21.4 %

Revenues in the Americas decreased by 23.8% to $25.0 million in the second quarter of fiscal 2009 compared to $32.8 million in the second quarter of fiscal 2008. For the six months ended May 31, 2009 revenues decreased by 19.7% to $51.2 million as compared to revenues for the six month period ending May 31, 2008. The decline in revenue was led by WinDVD, WinZip, DVD Movie Factory CorelDRAW, WordPerfect, and iGrafx. The WinDVD and DVD Movie Factory decline in revenues are primarily due to lower OEM sales with two large customers. The decrease in CorelDRAW and WordPerfect revenues is primarily attributable to the launch of products in the prior period, those being CorelDRAW Graphics Suite X4 in the first quarter of fiscal 2008 and WordPerfect Office Suite X4 in the second quarter of 2008. iGrafx has received smaller orders from its largest enterprise customers as they delay the purchases of this specialty product. The WinZip decline is due to lower internet licenses and corporate license sales to enterprise customers, due in part to delayed upgrade cycles.
Revenues in EMEA decreased by 42.5% to $11.2 million in the second quarter of fiscal 2009 from $19.6 million in the second quarter of fiscal 2008, and decreased by 35.0% to $26.4 million in the first six months of fiscal 2009 from $40.6 million in the first six months of fiscal 2008. One significant cause of the declining revenues in this region is the drop in the value of the EURO and Pound Sterling relative to the US dollar. The average exchange rate for the EURO and Pound Sterling was 1.51 and 1.98 in the first two quarters of fiscal 2008, respectively, and 1.33 and 1.47 in the first two quarters of fiscal 2009. The impact of the declining exchange rates is estimated to have lowered revenues by approximately $4.5 million in the first six months of fiscal 2009 as compared to the prior year. The largest portion of the declines in this region are in Russia and Eastern Europe. The product with the most significant portion of the decline in revenues was CorelDRAW,which had significant growth in the first two quarter of fiscal 2008 due to the launch of CorelDRAW Graphics Suite X4. The decrease in revenues in this region was also caused by declines in Paint Shop Pro Photo, WinDVD and iGrafx. The decline in Paint Shop Pro Photo is largely due to declining orders from the largest resellers of this product as the product is nearing the end of its life cycle that has been longer than normal. iGrafx revenues have declined due to the falloff of enterprise level orders across various customers who are delaying or declining purchases in this economy. WinDVD revenues have decreased in the second quarter largely due to a decrease in sales to resellers.
APAC revenues decreased by 3.8% to $14.1 million in the second quarter of fiscal 2009 and increased by 2.6% to $29.0 million in the first six months of fiscal 2009. While revenues in the current quarter did decrease, year to date revenues have increased due to the revenues from WinDVDproduct in the first quarter of fiscal 2009. The growth in revenue from WinDVD continued into the second quarter of fiscal 2009 and is attributable to significant agreements entered into with two OEM customers in Taiwan. Revenue growth from WinDVD and DVD Movie Factory have been offset by decreasing sales in Instant On, VideoStudio, and CorelDRAW. The growth in DVD Movie Factory is related to additional OEM sales by one of our key suppliers who have bundled the product into more of their systems. There was a significant sale of Instant On with an OEM customer in the first two quarters of fiscal 2008; these sales did not occur in fiscal 2009. However, we have had a change of specifications with this OEM customer in the first quarter of fiscal 2009, such that Instant On sales should increase in future periods to partially offset the decrease in the current year. The decline in revenues of VideoStudio is mainly due to the decreased sales through one OEM customer. The decline in CorelDRAW in the second quarter is attributable to a decline in sales by distributors.


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Cost of Revenues

                                  Three Months Ended                                      Six Months Ended
                                       May 31,                   Percentage                   May 31,                   Percentage
                                2009              2008             Change              2009              2008             Change
                                                                     (dollars in thousands)
                                                                          (unaudited)

Cost of product              $ 14,366          $ 14,008                2.6 %        $ 29,897          $ 29,235                2.3 %
As a percent of
product revenue                  32.4 %            23.3 %                               31.7 %            24.4 %
Cost of maintenance
and services                      110               132              (16.7 %)            210               299              (29.8 %)
As a percent of
. . .
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