| [February 14, 2012] |
 |
Quest Software Reports Fourth Quarter and Fiscal Year 2011 Results
ALISO VIEJO, Calif. --(Business Wire)--
Quest Software, Inc. (Nasdaq: QSFT)
today reported financial results for the quarter and year ended Dec. 31,
2011. Total revenues were $245.9 million, a 13.4% increase compared to
the prior year's fourth quarter revenues of $216.8 million. Total
revenues for the year ended Dec. 31, 2011, were $857.4 million, an 11.8%
increase compared to $767.1 million for the same period in 2010.
Operating margins were 18.3% and 10.6% for the three and twelve months
ended Dec. 31, 2011, respectively as compared to 14.4% and 15.7% for the
three and twelve months ended Dec. 31, 2010, respectively. On a non-GAAP
basis, operating margins were 27.2% and 19.6% for the three and twelve
months ended Dec. 31, 2011, respectively as compared to 22.6% and 23.1%
for the three and twelve months ended Dec. 31, 2010, respectively.
Cash and investments at Dec. 31, 2011, totaled $253.8 million, a
decrease of $3.0 million from the comparable balance at Sep. 30, 2011.
Cash flow from operations was $57.5 million for the three months ended
Dec. 31, 2011.
"Q4 was a tougher quarter than we typically experience, but we are happy
to announce results in line with our revised guidance," said Doug Garn,
President and CEO of Quest Software.
Noncontrolling Interest
In October 2011, we acquired a 60 percent voting equity interest in
Smarsh, Inc., a privately-held company. The minority shareholder who
holds the remaining 40 percent noncontrolling interest was granted the
right to require us to purchase half of the 40 percent noncontrolling
interest from the first anniversary until the fifth anniversary of the
acquisition date. This 20 percent noncontrolling interest is accounted
for as redeemable noncontrolling interest because redemption is outside
our control. As such, the redeemable noncontrolling interest is reported
in the mezzanine section as temporary equity in our consolidated balance
sheets. The remaining 20 percent is presented within total equity in our
consolidated balance sheet. We present the amount of consolidated net
income that is attributable to Quest Software, Inc. and the
noncontrolling interest in our consolidated income statements. Net
income per share is calculated based on net income attributable to Quest
Software, Inc. stockholders. As of December 31, 2011, the carrying
amount of the redeemable noncontrolling interest was adjusted to the
redemption value of $22 million. The adjustment of $8.2 million was
recorded in net loss attributable to noncontrolling interest, thereby
directly affecting net income attributable to Quest Software, Inc.
GAAP Results
Net income attributable to Quest Software, Inc. for the fourth quarter
of 2011 was $12.6 million, or $0.15 per fully diluted share. This
compares to net income of $37.1 million, or $0.39 per share on a fully
diluted basis, for the fourth quarter of 2010. Operating margin was
18.3% in the fourth quarter of 2011 compared to 14.4% in the comparable
period of 2010, resulting in operating income of $45.1 million, which
compares to $31.2 million for the corresponding period in 2010. For the
year ended Dec. 31, 2011, net income attributable to Quest Software,
Inc. was $44.0 million, or $0.49 per fully diluted share compared to net
income of $98.6 million, or $1.06 per fully diluted share for the same
period in 2010. Operating margin for the year ended Dec. 31, 2011, was
10.6% compared to 15.7% in the comparable period of 2010, resulting in
operating income of $90.5 million, which compares to $120.6 million for
the corresponding period in 2010.
Non-GAAP Results
On a non-GAAP basis, net income attributable to Quest Software, Inc. for
the fourth quarter of 2011 was $42.6 million, or $0.51 per fully diluted
share. This compares to non-GAAP net income of $44.8 million, or $0.47
per share on a fully diluted basis, for the fourth quarter of 2010. The
non-GAAP operating margin was 27.2% in the fourth quarter of 2011,
resulting in non-GAAP operating income of $66.8 million, compared to
non-GAAP operating margin and operating income of 22.6% and $49.0
million, respectively, for the corresponding period in 2010. For the
year ended Dec. 31, 2011, non-GAAP net income attributable to Quest
Software, Inc. was $117.5 million, or $1.32 per fully diluted share.
This compares to non-GAAP net income of $135.0 million, or $1.45 per
fully diluted share, for the year ended Dec. 31, 2010. The non-GAAP
operating margin was 19.6% for the year ended Dec. 31, 2011, resulting
in non-GAAP operating income of $168.0 million, compared to non-GAAP
operating margin and operating income of 23.1% and $177.4 million,
respectively, in the comparable period of 2010.
Non-GAAP results exclude the after-tax effects of amortization of
intangible assets acquired with business combinations, stock-based
compensation expenses, non-recurring compensation expenses, acquisition
and corporate development related costs, adjustment of redeemable
noncontrolling interest to redemption value, retention bonus and
severance costs related to the establishment of our Business Operations
and Advanced Technology Center in Cork, Ireland, and patent infringement
litigation costs. A reconciliation of GAAP to non-GAAP financial results
is included with this press release.
Quest Software's management prepares and uses non-GAAP financial
measures in the presentation of the Company's results to provide a
consistent understanding of its historical operating performance and
comparisons with peer companies. Management believes that non-GAAP
reporting provides a meaningful representation of the Company's on-going
economic performance and therefore uses non-GAAP reporting internally to
evaluate and manage the Company's operations. Management believes
excluding charges such as those described above from its GAAP results
facilitates investors' understanding of the Company's ongoing business
operating results. These non-GAAP financial measures also facilitate
comparisons to the operating results of the Company's competitors and
provide investors with transparency with respect to the supplemental
information used by management in its operational and financial decision
making. These non-GAAP financial measures are not intended to be
considered in isolation or as a substitute for measures of financial
performance prepared in conformity with GAAP.
Outlook for Fiscal Year 2012
Quest Software management offers the following guidance for the year
ending December 31, 2012:
-
Total revenue is expected to grow in the range of 8.5% to 10%; and
-
Non-GAAP operating margin is expected to be in the range of 20% to
21%. The non-GAAP guidance excludes after-tax effects of amortization
of intangible assets acquired with business combinations, stock-based
compensation expenses, acquisition related costs and other
non-recurring costs.
The above statements are based on current targets. These statements are
forward-looking, and actual results may differ materially.
Change in Consolidated Statement of Cash Flows Presentation
We maintain positions in certain foreign currencies which may at times
create unrealized gains or losses. Unrealized foreign currency
gains/losses should be presented as an adjustment to reconcile net
income to net cash provided by operating activities in our consolidated
statement of cash flows. Effective during the third quarter of 2011, we
presented such unrealized foreign currency gains/losses in our
consolidated statement of cash flows. This change impacts our cash flow
presentation and does not impact earnings or cash balances. Management
has concluded that the change of presentation is not material to any
periods affected. We have adjusted previously reported statements of
cash flows to conform to the current year presentation.
Fourth Quarter and Fiscal Year 2011 Conference Call Information
Quest Software will host a conference call today, Tuesday, Feb. 14,
2012, at 2:00 p.m. Pacific Time, to discuss its results. A simultaneous
webcast of the conference call will be available on Quest Software's
website in the Investor Relations section at www.quest.com/company/investor-relations.aspx
. A webcast replay will be available on the same website through Feb.
14, 2013. An audio replay of the conference call will also be available
through Feb. 21, 2012, by dialing 888-203-1112 (from the U.S. or Canada)
or 719-457-0820 (outside the U.S. and Canada), using confirmation code:
4780764.
About Quest Software, Inc.
Established in 1987, Quest Software (Nasdaq: QSFT) provides simple and
innovative IT management solutions that enable more than 100,000 global
customers to save time and money across physical and virtual
environments. Quest products solve complex IT challenges ranging from database
management, data
protection, identity
and access management, monitoring,
user workspace management
to Windows management.
Quest and Quest Software are registered trademarks of Quest Software,
Inc. The Quest Software logo and all other Quest Software product or
service names and slogans are registered trademarks or trademarks of
Quest Software, Inc. All other trademarks and registered trademarks are
property of their respective owners.
Forward-Looking Statements
This release and the matters to be discussed on the conference call may
include predictions, estimates and other information that might be
considered forward-looking statements, including statements relating to
expectations of future revenue and operating margin performance and
other operating prospects. These statements are based on current
expectations and assumptions that are subject to risks and
uncertainties. Actual results could differ materially from those
anticipated as a result of various factors, including: the impact of
adverse changes in general economic conditions on Quest Software's
relationships with customers, strategic partners and vendors; reductions
or delays in information technology spending; variations in demand or
the size and timing of customer orders; competitive conditions in Quest
Software's various product areas; rapid technological change; risks
associated with the development and market acceptance of new products
and product strategies; disruptions caused by acquisitions of companies
and/or technologies; fluctuating currency exchange rates and risks
associated with international operations; the need to attract and retain
qualified employees; risks associated with Quest Software's ongoing
patent litigation; and other risks inherent in software businesses. For
a discussion of these and other related risks, please refer to Quest
Software's recent SEC filings, including the Annual Report on Form 10-K
for the year ended Dec. 31, 2010 and the Quarterly Report on Form 10-Q
for the quarter ended March 31, 2011, which are available on the SEC's
website at www.sec.gov. Readers are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date thereof. Quest Software
undertakes no obligation to update forward-looking statements to reflect
events or circumstances after the date thereof.
Social Networks:
Twitter
Facebook
LinkedIn
Quest TV
Web Links Referenced in this Release:
Quest Software, Inc.: www.quest.com
Twitter: http://twitter.com/#!/Quest
Facebook: http://www.facebook.com/#!/pages/Quest-Software/65026711832
LinkedIn: http://www.linkedin.com/companies/quest-software
Quest TV: http://www.quest.com/tv/
|
|
|
QUEST SOFTWARE, INC. AND SUBSIDIARIES
|
|
CONSOLIDATED INCOME STATEMENTS
|
|
(In thousands, except per share data)
|
|
(Unaudited)
|
|
|
|
|
|
Three Months Ended
|
|
Year Ended
|
|
|
|
December 31
|
|
December 31
|
|
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
Licenses
|
|
$
|
105,554
|
|
|
$
|
98,020
|
|
|
$
|
337,889
|
|
|
$
|
320,683
|
|
|
Services
|
|
|
140,334
|
|
|
|
118,762
|
|
|
|
519,526
|
|
|
|
446,414
|
|
|
Total revenues
|
|
|
245,888
|
|
|
|
216,782
|
|
|
|
857,415
|
|
|
|
767,097
|
|
|
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
Licenses
|
|
|
3,905
|
|
|
|
2,125
|
|
|
|
10,913
|
|
|
|
8,303
|
|
|
Services
|
|
|
22,382
|
|
|
|
20,543
|
|
|
|
88,431
|
|
|
|
67,809
|
|
|
Amortization of purchased technology
|
|
|
7,585
|
|
|
|
3,537
|
|
|
|
23,774
|
|
|
|
16,101
|
|
|
Total cost of revenues
|
|
|
33,872
|
|
|
|
26,205
|
|
|
|
123,118
|
|
|
|
92,213
|
|
|
Gross profit
|
|
|
212,016
|
|
|
|
190,577
|
|
|
|
734,297
|
|
|
|
674,884
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
Sales and marketing
|
|
|
90,682
|
|
|
|
90,405
|
|
|
|
343,411
|
|
|
|
304,934
|
|
|
Research and development
|
|
|
38,446
|
|
|
|
41,756
|
|
|
|
166,191
|
|
|
|
151,896
|
|
|
General and administrative
|
|
|
26,772
|
|
|
|
24,050
|
|
|
|
110,198
|
|
|
|
84,808
|
|
|
Amortization of other purchased intangible assets
|
|
|
11,002
|
|
|
|
3,158
|
|
|
|
23,972
|
|
|
|
12,670
|
|
|
Total operating expenses
|
|
|
166,902
|
|
|
|
159,369
|
|
|
|
643,772
|
|
|
|
554,308
|
|
|
Income from operations
|
|
|
45,114
|
|
|
|
31,208
|
|
|
|
90,525
|
|
|
|
120,576
|
|
|
Other (expense) income, net
|
|
|
(1,151
|
)
|
|
|
49
|
|
|
|
(4,802
|
)
|
|
|
(5,657
|
)
|
|
Income before income tax provision
|
|
|
43,963
|
|
|
|
31,257
|
|
|
|
85,723
|
|
|
|
114,919
|
|
|
Income tax provision
|
|
|
23,321
|
|
|
|
(5,807
|
)
|
|
|
33,657
|
|
|
|
16,352
|
|
|
Net income
|
|
|
20,642
|
|
|
|
37,064
|
|
|
|
52,066
|
|
|
|
98,567
|
|
|
Net loss attributable to noncontrolling interest (including $8,237
adjustment of redeemable noncontrolling interest to redemption value)
|
|
|
(8,091
|
)
|
|
|
-
|
|
|
|
(8,091
|
)
|
|
|
-
|
|
|
Net income attributable to Quest Software, Inc.
|
|
$
|
12,551
|
|
|
$
|
37,064
|
|
|
$
|
43,975
|
|
|
$
|
98,567
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share attributable to Quest Software, Inc.
stockholders:
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.15
|
|
|
$
|
0.40
|
|
|
$
|
0.50
|
|
|
$
|
1.09
|
|
|
Diluted
|
|
$
|
0.15
|
|
|
$
|
0.39
|
|
|
$
|
0.49
|
|
|
$
|
1.06
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
82,962
|
|
|
|
91,981
|
|
|
|
87,104
|
|
|
|
90,411
|
|
|
Diluted
|
|
|
84,351
|
|
|
|
95,069
|
|
|
|
88,992
|
|
|
|
93,282
|
|
|
|
Reconciliation of Non-GAAP Financial Measures to Comparable U.S. GAAP
Measures (Unaudited)
The Company has provided a reconciliation of each non-GAAP financial
measure used in this earnings release and related conference call and
webcast to the most directly comparable GAAP financial measure. These
measures differ from GAAP in that they exclude amortization of
intangible assets acquired with business combinations, stock-based
compensation expenses, non-recurring compensation expense, acquisition
and corporate development related costs, adjustment of redeemable
noncontrolling interest to redemption value, retention bonus and
severance costs related to the establishment of our Business Operations
and Advanced Technology Center in Cork, Ireland, and patent infringement
litigation costs. The Company's basis for these adjustments is described
below.
Quest Software's management prepares and uses non-GAAP financial
measures in the presentation of the Company's results to provide a
consistent understanding of its historical operating performance and
comparisons with peer companies. Management believes that non-GAAP
reporting provides a meaningful representation of the Company's on-going
economic performance and therefore uses non-GAAP reporting internally to
evaluate and manage the Company's operations. Management believes
excluding charges such as those described above from its GAAP results
facilitates investors' understanding of the Company's ongoing business
operating results. These non-GAAP financial measures also facilitate
comparisons to the operating results of the Company's competitors and
provide investors with transparency with respect to the supplemental
information used by management in its operational and financial decision
making. These non-GAAP financial measures are not intended to be
considered in isolation or as a substitute for measures of financial
performance prepared in conformity with GAAP.
Management excludes the expenses described above when evaluating the
Company's operating performance and believes that the resulting non-GAAP
measures are useful to investors and financial analysts in assessing the
Company's operating performance due to the following factors:
-
The Company does not acquire businesses on a predictable cycle. The
Company, therefore, believes that the presentation of non-GAAP
measures that adjust for the impact of intangible asset amortization
that are related to business combinations and acquisition related
costs, provides investors and financial analysts with a consistent
basis for comparison across accounting periods and, therefore, is
useful to help investors and financial analysts understand the
Company's operating results and underlying operational trends.
-
Amortization costs are fixed at the time of an acquisition, then
amortized over a period of several years after the acquisition and
generally cannot be changed or influenced by management after the
acquisition.
-
Although stock-based compensation is an important aspect of the
compensation of the Company's employees and executives, stock-based
compensation expense and its related tax impact are excluded as such
charges are generally fixed at the time of grant and amortized over a
period of several years and cannot be changed or influenced by
management after the grant.
-
Stock-based compensation is not an expense that typically requires or
will require cash settlement by the Company.
-
Compensation expense related to the tax impact of a previously issued
and subsequently cancelled option grant is excluded as this is
non-recurring.
-
Litigation costs arising from our patent litigations are excluded
because they are non-recurring.
-
Adjustment to the value of redeemable noncontrolling interest to the
redemption amount is excluded as the Company believes it is not
indicative of future operating results and that investors benefit from
an understanding of Quest Software's operating results without giving
effect to this adjustment.
-
Costs related to certain corporate development activities are excluded
as such costs are non-recurring.
-
Retention bonus and severance costs related to the establishment of
our Business Operations and Advanced Technology Center in Cork,
Ireland are excluded because these expenses are non-recurring.
-
The estimated income tax effects on the above items adjust the
provision for income taxes to reflect the effect of the non-GAAP
adjustments on non-GAAP operating income.
These non-GAAP financial measures are not prepared in accordance with
accounting principles generally accepted in the United States ("GAAP")
and may differ from the non-GAAP information used by other companies.
There are significant limitations associated with the use of non-GAAP
financial measures. The additional non-GAAP financial information
presented here should be considered in conjunction with, and not as a
substitute for or superior to, the financial information presented in
accordance with GAAP (such as net income and earnings per share) and
should not be considered measures of the Company's liquidity.
Furthermore, the Company in the future may exclude amortization related
to new business combinations from financial measures that it releases,
and the Company expects to continue to incur stock-based compensation
expenses.
|
|
|
QUEST SOFTWARE, INC. AND SUBSIDIARIES
|
|
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
|
|
TO MOST DIRECTLY COMPARABLE GAAP FINANCIAL MEASURES
|
|
(In thousands, except per share data)
|
|
(Unaudited)
|
|
|
|
|
|
Three Months Ended
|
|
Year Ended
|
|
|
|
Dec. 31
|
|
Dec. 31
|
|
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
|
GAAP total cost of revenues
|
|
$
|
33,872
|
|
|
$
|
26,205
|
|
|
$
|
123,118
|
|
|
$
|
92,213
|
|
|
Amortization of purchased technology
|
|
|
(7,585
|
)
|
|
|
(3,537
|
)
|
|
|
(23,774
|
)
|
|
|
(16,101
|
)
|
|
Stock-based compensation expense
|
|
|
(243
|
)
|
|
|
(404
|
)
|
|
|
(1,042
|
)
|
|
|
(1,114
|
)
|
|
Acquisition related costs
|
|
|
24
|
|
|
|
(14
|
)
|
|
|
24
|
|
|
|
(14
|
)
|
|
Retention bonus and severance costs
|
|
|
-
|
|
|
|
-
|
|
|
|
(29
|
)
|
|
|
-
|
|
|
Non-GAAP total cost of revenues
|
|
$
|
26,068
|
|
|
$
|
22,250
|
|
|
$
|
98,297
|
|
|
$
|
74,984
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP gross profit
|
|
$
|
212,016
|
|
|
$
|
190,577
|
|
|
$
|
734,297
|
|
|
$
|
674,884
|
|
|
Amortization of purchased technology
|
|
|
7,585
|
|
|
|
3,537
|
|
|
|
23,774
|
|
|
|
16,101
|
|
|
Stock-based compensation expense
|
|
|
243
|
|
|
|
404
|
|
|
|
1,042
|
|
|
|
1,114
|
|
|
Acquisition related costs
|
|
|
(24
|
)
|
|
|
14
|
|
|
|
(24
|
)
|
|
|
14
|
|
|
Retention bonus and severance costs
|
|
|
-
|
|
|
|
-
|
|
|
|
29
|
|
|
|
-
|
|
|
Non-GAAP gross profit
|
|
$
|
219,820
|
|
|
$
|
194,532
|
|
|
$
|
759,118
|
|
|
$
|
692,113
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP income from operations
|
|
$
|
45,114
|
|
|
$
|
31,208
|
|
|
$
|
90,525
|
|
|
$
|
120,576
|
|
|
Amortization of purchased technology
|
|
|
7,585
|
|
|
|
3,537
|
|
|
|
23,774
|
|
|
|
16,101
|
|
|
Amortization of other purchased intangible assets
|
|
|
11,002
|
|
|
|
3,158
|
|
|
|
23,972
|
|
|
|
12,670
|
|
|
Stock-based compensation expense
|
|
|
6,849
|
|
|
|
7,574
|
|
|
|
25,269
|
|
|
|
23,099
|
|
|
Corporate development costs
|
|
|
2,043
|
|
|
|
-
|
|
|
|
2,043
|
|
|
|
-
|
|
|
Non-recurring compensation expense
|
|
|
-
|
|
|
|
-
|
|
|
|
300
|
|
|
|
-
|
|
|
Professional fees relating to our previous restatement
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
271
|
|
|
Patent infringement litigation costs
|
|
|
431
|
|
|
|
490
|
|
|
|
3,473
|
|
|
|
988
|
|
|
Acquisition related costs
|
|
|
(6,718
|
)
|
|
|
2,990
|
|
|
|
(4,844
|
)
|
|
|
3,733
|
|
|
Retention bonus and severance costs
|
|
|
527
|
|
|
|
-
|
|
|
|
3,493
|
|
|
|
-
|
|
|
Non-GAAP income from operations
|
|
$
|
66,833
|
|
|
$
|
48,957
|
|
|
$
|
168,005
|
|
|
$
|
177,438
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP net income attributable to Quest Software, Inc.
|
|
$
|
12,551
|
|
|
$
|
37,064
|
|
|
$
|
43,975
|
|
|
$
|
98,567
|
|
|
Amortization of purchased technology
|
|
|
7,585
|
|
|
|
3,537
|
|
|
|
23,774
|
|
|
|
16,101
|
|
|
Amortization of other purchased intangible assets
|
|
|
11,002
|
|
|
|
3,158
|
|
|
|
23,972
|
|
|
|
12,670
|
|
|
Stock-based compensation expense
|
|
|
6,849
|
|
|
|
7,574
|
|
|
|
25,269
|
|
|
|
23,099
|
|
|
Corporate development costs
|
|
|
2,043
|
|
|
|
-
|
|
|
|
2,043
|
|
|
|
-
|
|
|
Non-recurring compensation expense
|
|
|
-
|
|
|
|
-
|
|
|
|
300
|
|
|
|
-
|
|
|
Professional fees relating to our previous restatement
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
271
|
|
|
Patent infringement litigation costs
|
|
|
431
|
|
|
|
490
|
|
|
|
3,473
|
|
|
|
988
|
|
|
Acquisition related costs
|
|
|
(6,718
|
)
|
|
|
2,990
|
|
|
|
(4,844
|
)
|
|
|
3,733
|
|
|
Retention bonus and severance costs
|
|
|
527
|
|
|
|
-
|
|
|
|
3,493
|
|
|
|
-
|
|
|
Other income
|
|
|
843
|
|
|
|
(248
|
)
|
|
|
843
|
|
|
|
(248
|
)
|
|
Tax effect of these adjustments
|
|
|
(417
|
)
|
|
|
(9,766
|
)
|
|
|
(12,736
|
)
|
|
|
(20,168
|
)
|
|
Net loss attributable to noncontrolling interest
|
|
|
7,946
|
|
|
|
-
|
|
|
|
7,946
|
|
|
|
-
|
|
|
Non-GAAP net income attributable to Quest Software, Inc.
|
|
$
|
42,642
|
|
|
$
|
44,799
|
|
|
$
|
117,508
|
|
|
$
|
135,013
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP net income per basic share attributable to Quest Software,
Inc. stockholders
|
|
$
|
0.15
|
|
|
$
|
0.40
|
|
|
$
|
0.50
|
|
|
$
|
1.09
|
|
|
Amortization of purchased technology
|
|
|
0.09
|
|
|
|
0.05
|
|
|
|
0.27
|
|
|
|
0.18
|
|
|
Amortization of other purchased intangible assets
|
|
|
0.13
|
|
|
|
0.03
|
|
|
|
0.28
|
|
|
|
0.14
|
|
|
Stock-based compensation expense
|
|
|
0.08
|
|
|
|
0.08
|
|
|
|
0.29
|
|
|
|
0.25
|
|
|
Corporate development costs
|
|
|
0.02
|
|
|
|
-
|
|
|
|
0.02
|
|
|
|
-
|
|
|
Patent infringement litigation costs
|
|
|
0.01
|
|
|
|
0.01
|
|
|
|
0.05
|
|
|
|
0.01
|
|
|
Acquisition related costs
|
|
|
(0.08
|
)
|
|
|
0.03
|
|
|
|
(0.06
|
)
|
|
|
0.04
|
|
|
Retention bonus and severance costs
|
|
|
0.01
|
|
|
|
-
|
|
|
|
0.04
|
|
|
|
-
|
|
|
Other income
|
|
|
0.01
|
|
|
|
(0.00
|
)
|
|
|
0.01
|
|
|
|
(0.00
|
)
|
|
Tax effect of these adjustments
|
|
|
(0.01
|
)
|
|
|
(0.11
|
)
|
|
|
(0.15
|
)
|
|
|
(0.22
|
)
|
|
Net loss attributable to noncontrolling interest
|
|
|
0.10
|
|
|
|
-
|
|
|
|
0.09
|
|
|
|
-
|
|
|
Non-GAAP net income per basic share attributable to Quest
Software, Inc. stockholders
|
|
$
|
0.51
|
|
|
$
|
0.49
|
|
|
$
|
1.35
|
|
|
$
|
1.48
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares used in basic per share amounts
|
|
|
82,962
|
|
|
|
91,981
|
|
|
|
87,104
|
|
|
|
90,411
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP net income per fully diluted share attributable to Quest
Software, Inc. stockholders
|
|
$
|
0.15
|
|
|
$
|
0.39
|
|
|
$
|
0.49
|
|
|
$
|
1.06
|
|
|
Amortization of purchased technology
|
|
|
0.09
|
|
|
|
0.04
|
|
|
|
0.27
|
|
|
|
0.17
|
|
|
Amortization of other purchased intangible assets
|
|
|
0.13
|
|
|
|
0.03
|
|
|
|
0.27
|
|
|
|
0.14
|
|
|
Stock-based compensation expense
|
|
|
0.08
|
|
|
|
0.08
|
|
|
|
0.28
|
|
|
|
0.25
|
|
|
Corporate development costs
|
|
|
0.02
|
|
|
|
-
|
|
|
|
0.02
|
|
|
|
-
|
|
|
Patent infringement litigation costs
|
|
|
0.01
|
|
|
|
(0.00
|
)
|
|
|
0.05
|
|
|
|
0.01
|
|
|
Acquisition related costs
|
|
|
(0.08
|
)
|
|
|
0.03
|
|
|
|
(0.05
|
)
|
|
|
0.04
|
|
|
Retention bonus and severance costs
|
|
|
0.01
|
|
|
|
-
|
|
|
|
0.04
|
|
|
|
-
|
|
|
Other income
|
|
|
0.01
|
|
|
|
-
|
|
|
|
0.01
|
|
|
|
-
|
|
|
Tax effect of these adjustments
|
|
|
(0.00
|
)
|
|
|
(0.10
|
)
|
|
|
(0.14
|
)
|
|
|
(0.22
|
)
|
|
Net loss attributable to noncontrolling interest
|
|
|
0.09
|
|
|
|
-
|
|
|
|
0.09
|
|
|
|
-
|
|
|
Non-GAAP net income per fully diluted share attributable to Quest
Software, Inc. stockholders
|
|
$
|
0.51
|
|
|
$
|
0.47
|
|
|
$
|
1.32
|
|
|
$
|
1.45
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares used in fully diluted per share amounts
|
|
|
84,351
|
|
|
|
95,069
|
|
|
|
88,992
|
|
|
|
93,282
|
|
|
|
|
|
|
QUEST SOFTWARE, INC. AND SUBSIDIARIES
|
|
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
|
|
TO MOST DIRECTLY COMPARABLE GAAP FINANCIAL MEASURES (Continued)
|
|
(In thousands)
|
|
(Unaudited)
|
|
|
|
|
|
Three Months Ended December 31, 2011
|
|
|
|
Sales and Marketing
|
|
Research and Development
|
|
General and Administrative
|
|
Amortization of Other Purchased Intangible Assets
|
|
Total Operating Expenses
|
|
GAAP operating expenses
|
|
$
|
90,682
|
|
|
$
|
38,446
|
|
|
$
|
26,772
|
|
|
$
|
11,002
|
|
|
$
|
166,902
|
|
|
Amortization - other purchased intangible assets
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(11,002
|
)
|
|
|
(11,002
|
)
|
|
Stock-based compensation expense
|
|
|
(1,707
|
)
|
|
|
(2,734
|
)
|
|
|
(2,165
|
)
|
|
|
-
|
|
|
|
(6,606
|
)
|
|
Corporate development costs
|
|
|
|
|
|
|
(2,043
|
)
|
|
|
|
|
(2,043
|
)
|
|
Patent infringement litigation costs
|
|
|
-
|
|
|
|
-
|
|
|
|
(431
|
)
|
|
|
-
|
|
|
|
(431
|
)
|
|
Retention bonus and severance costs
|
|
|
(359
|
)
|
|
|
-
|
|
|
|
(168
|
)
|
|
|
-
|
|
|
|
(527
|
)
|
|
Acquisition related costs
|
|
|
271
|
|
|
|
3,958
|
|
|
|
2,465
|
|
|
|
-
|
|
|
|
6,694
|
|
|
Non-GAAP operating expenses
|
|
$
|
88,887
|
|
|
$
|
39,670
|
|
|
$
|
24,430
|
|
|
$
|
-
|
|
|
$
|
152,987
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended December 31, 2010
|
|
|
|
Sales and Marketing
|
|
Research and Development
|
|
General and Administrative
|
|
Amortization of Other Purchased Intangible Assets
|
|
Total Operating Expenses
|
|
GAAP operating expenses
|
|
$
|
90,405
|
|
|
$
|
41,756
|
|
|
$
|
24,050
|
|
|
$
|
3,158
|
|
|
$
|
159,369
|
|
|
Amortization - other purchased intangible assets
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(3,158
|
)
|
|
|
(3,158
|
)
|
|
Stock-based compensation expense
|
|
|
(2,509
|
)
|
|
|
(2,669
|
)
|
|
|
(1,992
|
)
|
|
|
-
|
|
|
|
(7,170
|
)
|
|
Patent infringement litigation costs
|
|
|
|
|
|
|
(490
|
)
|
|
|
|
|
(490
|
)
|
|
Acquisition related costs
|
|
|
(159
|
)
|
|
|
(2,324
|
)
|
|
|
(493
|
)
|
|
|
-
|
|
|
|
(2,976
|
)
|
|
Non-GAAP operating expenses
|
|
$
|
87,737
|
|
|
$
|
36,763
|
|
|
$
|
21,075
|
|
|
$
|
-
|
|
|
$
|
145,575
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2011
|
|
|
|
Sales and Marketing
|
|
Research and Development
|
|
General and Administrative
|
|
Amortization of Other Purchased Intangible Assets
|
|
Total Operating Expenses
|
|
GAAP operating expenses
|
|
$
|
343,411
|
|
|
$
|
166,191
|
|
|
$
|
110,198
|
|
|
$
|
23,972
|
|
|
$
|
643,772
|
|
|
Amortization - other purchased intangible assets
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(23,972
|
)
|
|
|
(23,972
|
)
|
|
Stock-based compensation expense
|
|
|
(7,150
|
)
|
|
|
(8,180
|
)
|
|
|
(8,897
|
)
|
|
|
-
|
|
|
|
(24,227
|
)
|
|
Corporate development costs
|
|
|
-
|
|
|
|
-
|
|
|
|
(2,043
|
)
|
|
|
-
|
|
|
|
(2,043
|
)
|
|
Non-recurring compensation expense
|
|
|
-
|
|
|
|
(300
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(300
|
)
|
|
Patent infringement litigation costs
|
|
|
-
|
|
|
|
-
|
|
|
|
(3,473
|
)
|
|
|
-
|
|
|
|
(3,473
|
)
|
|
Retention bonus and severance costs
|
|
|
(1,976
|
)
|
|
|
-
|
|
|
|
(1,488
|
)
|
|
|
-
|
|
|
|
(3,464
|
)
|
|
Acquisition related costs
|
|
|
271
|
|
|
|
3,958
|
|
|
|
591
|
|
|
|
-
|
|
|
|
4,820
|
|
|
Non-GAAP operating expenses
|
|
$
|
334,556
|
|
|
$
|
161,669
|
|
|
$
|
94,888
|
|
|
$
|
-
|
|
|
$
|
591,113
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2010
|
|
|
|
Sales and Marketing
|
|
Research and Development
|
|
General and Administrative
|
|
Amortization of Other Purchased Intangible Assets
|
|
Total Operating Expenses
|
|
GAAP operating expenses
|
|
$
|
304,934
|
|
|
$
|
151,896
|
|
|
$
|
84,808
|
|
|
$
|
12,670
|
|
|
$
|
554,308
|
|
|
Amortization - other purchased intangible assets
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(12,670
|
)
|
|
|
(12,670
|
)
|
|
Stock-based compensation expense
|
|
|
(6,861
|
)
|
|
|
(8,015
|
)
|
|
|
(7,109
|
)
|
|
|
-
|
|
|
|
(21,985
|
)
|
|
Patent infringement litigation costs
|
|
|
|
|
|
|
(988
|
)
|
|
|
|
|
(988
|
)
|
|
Professional fees for our previous restatement
|
|
|
-
|
|
|
|
-
|
|
|
|
(271
|
)
|
|
|
-
|
|
|
|
(271
|
)
|
|
Acquisition related costs
|
|
|
(159
|
)
|
|
|
(2,324
|
)
|
|
|
(1,236
|
)
|
|
|
-
|
|
|
|
(3,719
|
)
|
|
Non-GAAP operating expenses
|
|
$
|
297,914
|
|
|
$
|
141,557
|
|
|
$
|
75,204
|
|
|
$
|
-
|
|
|
$
|
514,675
|
|
|
|
|
|
|
QUEST SOFTWARE, INC. AND SUBSIDIARIES
|
|
CONSOLIDATED BALANCE SHEETS
|
|
(In thousands)
|
|
(Unaudited)
|
|
|
|
|
|
December 31
|
|
December 31
|
|
|
|
2011
|
|
2010
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
192,165
|
|
$
|
356,533
|
|
Short-term investments
|
|
|
36,774
|
|
|
90,284
|
|
Accounts receivable, net
|
|
|
201,636
|
|
|
179,621
|
|
Prepaid expenses and other current assets
|
|
|
43,346
|
|
|
48,312
|
|
Deferred income taxes
|
|
|
19,780
|
|
|
6,677
|
|
Total current assets
|
|
|
493,701
|
|
|
681,427
|
|
Property and equipment, net
|
|
|
94,602
|
|
|
70,854
|
|
Long-term investments
|
|
|
24,832
|
|
|
45,466
|
|
Intangible assets, net
|
|
|
150,386
|
|
|
62,785
|
|
Goodwill
|
|
|
858,444
|
|
|
706,224
|
|
Deferred income taxes
|
|
|
17,559
|
|
|
46,985
|
|
Other assets
|
|
|
58,127
|
|
|
21,843
|
|
Total assets
|
|
$
|
1,697,651
|
|
$
|
1,635,584
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
Accounts payable
|
|
$
|
11,723
|
|
$
|
5,512
|
|
Accrued compensation
|
|
|
56,148
|
|
|
55,185
|
|
Other accrued expenses
|
|
|
42,845
|
|
|
32,600
|
|
Loans payable
|
|
|
91,597
|
|
|
521
|
|
Deferred revenue
|
|
|
388,788
|
|
|
324,121
|
|
Total current liabilities
|
|
|
591,101
|
|
|
417,939
|
|
|
|
|
|
|
|
Long-term liabilities:
|
|
|
|
|
|
Deferred revenue
|
|
|
111,050
|
|
|
100,264
|
|
Income taxes payable
|
|
|
51,276
|
|
|
41,385
|
|
Loans payable
|
|
|
32,133
|
|
|
32,730
|
|
Other long-term liabilities
|
|
|
9,942
|
|
|
11,000
|
|
Total long-term liabilities
|
|
|
204,401
|
|
|
185,379
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
795,502
|
|
|
603,318
|
|
|
|
|
|
|
|
Redeemable noncontrolling interest
|
|
|
22,000
|
|
|
-
|
|
|
|
|
|
|
|
Quest Software Inc. stockholders' equity
|
|
|
867,200
|
|
|
1,032,266
|
|
Noncontrolling interest
|
|
|
12,949
|
|
|
-
|
|
Total equity
|
|
|
880,149
|
|
|
1,032,266
|
|
Total liabilities and equity
|
|
$
|
1,697,651
|
|
$
|
1,635,584
|
|
|
|
QUEST SOFTWARE, INC. AND SUBSIDIARIES
|
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
(In thousands)
|
|
(Unaudited)
|
|
|
|
|
|
Three Months Ended
|
|
Year Ended
|
|
|
|
December 31
|
|
December 31
|
|
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
20,642
|
|
|
$
|
37,064
|
|
|
$
|
52,066
|
|
|
$
|
98,567
|
|
|
Adjustments to reconcile net income to net cash provided by
operating activities:
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
15,210
|
|
|
|
10,538
|
|
|
|
54,279
|
|
|
|
43,031
|
|
|
Compensation expense associated with stock-based payments
|
|
|
6,849
|
|
|
|
7,575
|
|
|
|
25,269
|
|
|
|
23,101
|
|
|
Impairment losses on intangible assets
|
|
|
7,300
|
|
|
|
-
|
|
|
|
8,951
|
|
|
|
-
|
|
|
Unrealized foreign currency losses, net
|
|
|
195
|
|
|
|
2,159
|
|
|
|
4,217
|
|
|
|
1,963
|
|
|
Change in fair value of contingent consideration
|
|
|
(7,819
|
)
|
|
|
2,500
|
|
|
|
(7,819
|
)
|
|
|
2,500
|
|
|
Deferred income taxes
|
|
|
(3,777
|
)
|
|
|
1,049
|
|
|
|
(3,852
|
)
|
|
|
6,286
|
|
|
Excess tax benefit related to stock-based compensation
|
|
|
(53
|
)
|
|
|
629
|
|
|
|
(2,108
|
)
|
|
|
(1,582
|
)
|
|
Other non-cash adjustments, net
|
|
|
1,037
|
|
|
|
555
|
|
|
|
2,080
|
|
|
|
1,566
|
|
|
Changes in operating assets and liabilities, net of effects of
acquisitions:
|
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
(34,435
|
)
|
|
|
(36,570
|
)
|
|
|
(6,231
|
)
|
|
|
(21,467
|
)
|
|
Prepaid expenses and other current assets
|
|
|
(2,762
|
)
|
|
|
1,058
|
|
|
|
(4,865
|
)
|
|
|
4,429
|
|
|
Other assets
|
|
|
346
|
|
|
|
552
|
|
|
|
1,817
|
|
|
|
2,038
|
|
|
Accounts payable
|
|
|
(448
|
)
|
|
|
(196
|
)
|
|
|
1,545
|
|
|
|
1,183
|
|
|
Accrued compensation
|
|
|
(406
|
)
|
|
|
8,402
|
|
|
|
(12,255
|
)
|
|
|
4,267
|
|
|
Other accrued expenses
|
|
|
7,684
|
|
|
|
1,050
|
|
|
|
6,076
|
|
|
|
(902
|
)
|
|
Income taxes payable
|
|
|
13,387
|
|
|
|
(16,483
|
)
|
|
|
32,447
|
|
|
|
(23,692
|
)
|
|
Deferred revenue
|
|
|
37,780
|
|
|
|
45,359
|
|
|
|
50,065
|
|
|
|
48,520
|
|
|
Other liabilities
|
|
|
(3,228
|
)
|
|
|
(614
|
)
|
|
|
(6,647
|
)
|
|
|
(2,130
|
)
|
|
Net cash provided by operating activities
|
|
|
57,502
|
|
|
|
64,627
|
|
|
|
195,035
|
|
|
|
187,678
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
Cash paid for acquisitions, net of cash acquired
|
|
|
(130,483
|
)
|
|
|
(1,676
|
)
|
|
|
(220,002
|
)
|
|
|
(58,734
|
)
|
|
Purchases of property and equipment
|
|
|
(8,759
|
)
|
|
|
(2,466
|
)
|
|
|
(29,718
|
)
|
|
|
(13,731
|
)
|
|
Cash paid for software rights
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(2,229
|
)
|
|
Change in restricted cash
|
|
|
931
|
|
|
|
(180
|
)
|
|
|
(4,940
|
)
|
|
|
587
|
|
|
Purchases of cost method investments
|
|
|
(1,937
|
)
|
|
|
-
|
|
|
|
(31,523
|
)
|
|
|
-
|
|
|
Purchases of investment securities
|
|
|
(11,549
|
)
|
|
|
(10,008
|
)
|
|
|
(20,346
|
)
|
|
|
(226,201
|
)
|
|
Sales and maturities of investment securities
|
|
|
12,263
|
|
|
|
46,835
|
|
|
|
93,389
|
|
|
|
186,157
|
|
|
Contributions on equity method investment
|
|
|
(920
|
)
|
|
|
-
|
|
|
|
(920
|
)
|
|
|
-
|
|
|
Notes receivable from a cost method investee
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(2,000
|
)
|
|
Cash paid for intellectual property
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,559
|
)
|
|
|
-
|
|
|
Change in notes receivable
|
|
|
(3,400
|
)
|
|
|
(300
|
)
|
|
|
(4,250
|
)
|
|
|
(300
|
)
|
|
Net cash (used in) provided by investing activities
|
|
|
(143,854
|
)
|
|
|
32,205
|
|
|
|
(219,869
|
)
|
|
|
(116,451
|
)
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from loans payable
|
|
|
91,000
|
|
|
|
-
|
|
|
|
91,000
|
|
|
|
-
|
|
|
Repayment of loans payable
|
|
|
(146
|
)
|
|
|
(187
|
)
|
|
|
(521
|
)
|
|
|
(32,653
|
)
|
|
Repurchases of common stock
|
|
|
(9,235
|
)
|
|
|
10
|
|
|
|
(261,775
|
)
|
|
|
(37,363
|
)
|
|
Repayment of capital lease obligations
|
|
|
(127
|
)
|
|
|
(55
|
)
|
|
|
(318
|
)
|
|
|
(245
|
)
|
|
Cash paid for line of credit fees
|
|
|
-
|
|
|
|
-
|
|
|
|
(500
|
)
|
|
|
-
|
|
|
Proceeds from the exercise of stock options
|
|
|
3,229
|
|
|
|
25,233
|
|
|
|
32,435
|
|
|
|
62,504
|
|
|
Excess tax benefit related to stock-based compensation
|
|
|
53
|
|
|
|
(629
|
)
|
|
|
2,108
|
|
|
|
1,582
|
|
|
Net cash provided by (used in) financing activities
|
|
|
84,774
|
|
|
|
24,372
|
|
|
|
(137,571
|
)
|
|
|
(6,175
|
)
|
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
(55
|
)
|
|
|
(1,937
|
)
|
|
|
(1,963
|
)
|
|
|
(1,459
|
)
|
|
Net (decrease) increase in cash and cash equivalents
|
|
|
(1,633
|
)
|
|
|
119,267
|
|
|
|
(164,368
|
)
|
|
|
63,593
|
|
|
Cash and cash equivalents, beginning of period
|
|
|
193,798
|
|
|
|
237,266
|
|
|
|
356,533
|
|
|
|
292,940
|
|
|
Cash and cash equivalents, end of period
|
|
$
|
192,165
|
|
|
$
|
356,533
|
|
|
$
|
192,165
|
|
|
$
|
356,533
|
|
|
|

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