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Datalink 10-Q 2011

Table of Contents

 

 

 

FORM 10-Q

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

(Mark One)

 

x

 

Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarterly period ended: September 30, 2011

 

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: 00029758

 

DATALINK CORPORATION

(Exact name of registrant as specified in its charter)

 

MINNESOTA

 

41-0856543

(State or other jurisdiction of Incorporation)

 

(IRS Employer Identification Number)

 

8170 UPLAND CIRCLE

CHANHASSEN, MINNESOTA 55317-8589

(Address of Principal Executive Offices)

 

(952) 944-3462

(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, a non-accelerated filer or a smaller reporting company.  See definition of “large accelerated filer”, “accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

 

Large Accelerated Filer o

 

Accelerated Filer o

 

 

 

Non-Accelerated Filer o

 

Smaller Reporting Company x

 

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 November 4, 2011, 17,755,661 shares of the registrant’s common stock, $.001 par value, were outstanding.

 

 

 



Table of Contents

 

DATALINK CORPORATION

 

Index

 

Page No.

 

 

 

 

PART I

FINANCIAL INFORMATION

 

 

 

 

 

 

 

 

Item 1.

Financial Statements

 

 

 

 

 

 

 

 

 

Balance Sheets — September 30, 2011 and December 31, 2010

 

3

 

 

 

 

 

 

 

Statements of Operations — Three and nine months ended September 30, 2011 and 2010

 

4

 

 

 

 

 

 

 

Statements of Cash Flows — Three and nine months ended September 30, 2011 and 2010

 

5

 

 

 

 

 

 

 

Notes to Financial Statements

 

6

 

 

 

 

 

 

Item 2.

Managements’ Discussion and Analysis of Financial Condition and Results of Operations

 

13

 

 

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

20

 

 

 

 

 

 

Item 4.

Controls and Procedures

 

20

 

 

 

 

 

PART II

OTHER INFORMATION

 

 

 

 

 

 

 

 

Item 1.

Legal Proceedings

 

21

 

 

 

 

 

 

Item 1A.

Risk Factors

 

21

 

 

 

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

21

 

 

 

 

 

 

Item 3.

Defaults Upon Senior Securities

 

21

 

 

 

 

 

 

Item 4.

Reserved

 

21

 

 

 

 

 

 

Item 5.

Other Information

 

21

 

 

 

 

 

 

Item 6.

Exhibits

 

21

 

 

 

 

 

 

 

Signatures

 

22

 

2



Table of Contents

 

PART I. FINANCIAL INFORMATION

 

Item 1.   Financial Statements

 

Datalink Corporation

Balance Sheets

(In thousands, except share data)

 

 

 

September 30,
2011

 

December 31,
2010

 

 

 

(Unaudited)

 

 

 

Assets

 

 

 

 

 

Current assets

 

 

 

 

 

Cash and cash equivalents

 

$

30,820

 

$

8,988

 

Short term investments

 

4,241

 

 

Accounts receivable, net

 

50,918

 

57,779

 

Inventories

 

662

 

2.210

 

Deferred customer support contract costs

 

52,213

 

48,715

 

Inventories shipped but not installed

 

3,239

 

7,191

 

Income tax receivable

 

466

 

1,064

 

Other current assets

 

454

 

607

 

Total current assets

 

143,013

 

126,554

 

Property and equipment, net

 

2,106

 

2,126

 

Goodwill

 

23,146

 

23,146

 

Finite life intangibles, net

 

4,072

 

5,219

 

Deferred customer support contract costs non-current

 

24,924

 

18,742

 

Other assets

 

327

 

285

 

Total assets

 

$

197,588

 

$

176,072

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Current liabilities

 

 

 

 

 

Accounts payable

 

$

14,012

 

$

28,749

 

Accrued commissions

 

2,536

 

3,546

 

Accrued sales and use tax

 

767

 

1,414

 

Accrued expenses, other

 

4,187

 

3,427

 

Deferred taxes

 

3,188

 

3,723

 

Customer deposits

 

1,841

 

2,209

 

Deferred revenue from customer support contracts

 

64,688

 

61,571

 

Other current liabilities

 

150

 

279

 

Total current liabilities

 

91,369

 

104,918

 

Deferred income taxes

 

925

 

203

 

Deferred revenue from customer support contracts non-current

 

30,234

 

23,284

 

Other liabilities non-current

 

116

 

212

 

Total liabilities

 

122,644

 

128,617

 

 

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

Common stock, $.001 par value, 50,000,000 shares authorized, 17,531,236 and 13,569,533 shares issued and outstanding as of September 30, 2011 and December 31, 2010, respectively

 

17

 

14

 

Additional paid in capital

 

63,580

 

43,332

 

Retained earnings

 

11,347

 

4,109

 

Total stockholders’ equity

 

74,944

 

47,455

 

Total liabilities and stockholders’ equity

 

197,588

 

$

176,072

 

 

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

 

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Table of Contents

 

Datalink Corporation

Statements of Operations

(In thousands, except per share data)

(Unaudited)

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

Net sales:

 

 

 

 

 

 

 

 

 

Products

 

$

55,671

 

$

39,166

 

167,811

 

$

121,332

 

Services

 

34,469

 

30,054

 

97,504

 

81,307

 

 

 

90,140

 

69,220

 

265,315

 

202,639

 

Cost of sales:

 

 

 

 

 

 

 

 

 

Cost of products

 

42,963

 

30,014

 

128,156

 

93,995

 

Cost of services

 

25,937

 

22,264

 

73,485

 

60,056

 

Amortization of intangibles

 

 

277

 

 

831

 

Total cost of sales

 

68,900

 

52,555

 

201,641

 

154,882

 

Gross profit

 

21,240

 

16,665

 

63,674

 

47,757

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Sales and marketing

 

8,760

 

8,270

 

27,321

 

24,035

 

General and administrative

 

3,802

 

3,361

 

11, 326

 

10,686

 

Engineering

 

3,886

 

3,730

 

12,091

 

11,986

 

Other income

 

(574

)

(503

)

(574

)

(503

)

Integration and transaction costs

 

125

 

 

125

 

581

 

Amortization of intangibles

 

382

 

382

 

1,147

 

1,147

 

 

 

16,381

 

15,240

 

51,436

 

47,932

 

Earnings (loss) from operations

 

4,859

 

1,425

 

12,238

 

(175

)

Interest income (expense), net

 

(8

)

3

 

(4

)

11

 

Earnings (loss) before income taxes

 

4,851

 

1,428

 

12,234

 

(164

)

Income tax expense (benefit)

 

2,058

 

657

 

4,996

 

(49

)

Net earnings (loss)

 

$

2,793

 

$

771

 

7,238

 

$

(115

)

 

 

 

 

 

 

 

 

 

 

Net earnings (loss) per common share:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.17

 

$

0.06

 

0.47

 

$

(0.01

)

Diluted

 

0.16

 

0.06

 

0.45

 

(0.01

)

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

16,432

 

12,821

 

15,488

 

12,783

 

Diluted

 

16,963

 

12,909

 

15,962

 

12,783

 

 

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

 

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Table of Contents

 

Datalink Corporation

Statements of Cash Flows

(In thousands)

(Unaudited)

 

 

 

Nine Months Ended
September 30,

 

 

 

2011

 

2010

 

Cash flows from operating activities:

 

 

 

 

 

Net earnings (loss)

 

$

7,238

 

$

(115

)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

 

 

 

 

 

Provision for bad debts

 

(6

)

14

 

Depreciation

 

716

 

681

 

Amortization of intangibles

 

1,147

 

1,978

 

Deferred income taxes

 

187

 

 

Stock based compensation expense

 

1,670

 

902

 

Changes in operating assets and liabilities, in 2010 net of effects of acquisition

 

 

 

 

 

Accounts receivable

 

6,867

 

8,185

 

Inventories

 

5,500

 

(8,383

)

Deferred costs/revenues/customer deposits, net

 

19

 

7,637

 

Income tax receivable

 

598

 

456

 

Accounts payable

 

(14,737

)

(5,772

)

Accrued expenses

 

(897

)

71

 

Other

 

(114

)

(228

)

Net cash provided by operating activities

 

8,188

 

5,426

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Maturities and sales of investments

 

5,737

 

2,730

 

Purchase of investments

 

(9,978

)

 

Purchase of property and equipment

 

(696

)

(1,027

)

Net cash provided by (used in) investing activities

 

(4,937

)

1,703

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Proceeds from stock offering, net of offering costs

 

17,453

 

 

Payment of note payable due to seller of acquired business

 

 

(3,000

)

Excess tax from stock compensation

 

287

 

(28

)

Proceeds from issuance of common stock from option exercise

 

841

 

251

 

Tax withholding payments reimbursed by restricted stock

 

 

(100

)

Net cash provided by (used in) financing activities

 

18,581

 

(2,877

)

 

 

 

 

 

 

Increase in cash and cash equivalents

 

21,832

 

4,252

 

Cash and cash equivalents, beginning of period

 

8,988

 

12,901

 

Cash and cash equivalents, end of period

 

$

30,820

 

$

17,153

 

 

 

 

 

 

 

Supplementary cash flow information:

 

 

 

 

 

Cash paid for income taxes

 

$

4,010

 

$

62

 

Cash received for income tax refunds

 

$

113

 

$

538

 

 

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

 

5



Table of Contents

 

Datalink Corporation

Notes To Financial Statements

(Unaudited)

 

1.                                      Basis of Presentation

 

We have prepared the interim financial statements included in this Form 10-Q without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC).  We have condensed or omitted certain information and footnote disclosures, normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States, pursuant to such rules and regulations.  You should read these financial statements in conjunction with the financial statements and related notes thereto included in our 2010 Annual Report on Form 10-K.

 

The financial statements presented herein as of September 30, 2011, and for the three months and nine months ended September 30, 2011 and 2010, reflect, in the opinion of management, all adjustments (which consist only of normal, recurring adjustments) necessary for a fair presentation of the financial position and the results of operations and cash flows for the periods presented. Management makes estimates and assumptions affecting the amounts of assets, liabilities, revenues and expenses we report, and our disclosure of contingent assets and liabilities at the date of the financial statements.  The results of the interim periods are not necessarily indicative of the results for the full year.  Accordingly, you should read these condensed financial statements in conjunction with the audited financial statements and the related notes included in our 2010 Annual Report on Form 10-K.  Actual results could differ materially from these estimates and assumptions.

 

Change in Accounting Policy

 

In October 2009, the FASB amended Accounting Standards Codifications (“ASC”) as summarized in Accounting Standards Update (“ASU”) No. 2009-14, Software (Topic 985): Certain Revenue Arrangements That Include Software Elements, and ASU No. 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. ASU 2009-14 amends industry specific revenue accounting guidance for software and software related transactions to exclude from its scope tangible products containing software components and non-software components that function together to deliver the product’s essential functionality, or what we refer to as essential software. We also sell non-essential software, which continues to fall under the guidance of SOP 97-2. ASU 2009-13 amends the accounting for multiple-element arrangements to provide guidance on how the deliverables in an arrangement should be separated and eliminates the use of the residual method. ASU 2009-13 also requires an entity to allocate revenue using the relative selling price method.

 

Effective January 1, 2011, we adopted the provisions of ASU 2009-13 and ASU 2009-14 for new and materially modified arrangements originating after January 1, 2011.  The adoption of ASU 2009-13 and ASU 2009-14 was material to our financial results.

 

The following table shows total net revenues as reported with the adoption of ASU 2009-13 and ASU 2009-14 and unaudited total net revenues that would have been reported during the three months and nine months ended September 30, 2011 had we not adopted ASU 2009-13 and ASU 2009-14:

 

 

 

As Reported

 

As if the Previous
Accounting Guidance
Was in Effect

 

 

 

In thousands

 

 

 

 

 

 

 

Total net revenues for the three months ended September 30, 2011

 

$

90,140

 

$

71,411

 

 

 

 

 

 

 

Total net revenue for the nine months ended September 30, 2011

 

$

265,315

 

$

240,965

 

 

The above table represents an increase in total net revenues of $18.7 million and $24.4 million for the three and nine months ended September 30, 2011, respectively. The increase in total net revenues was due to the recognition of revenue that would have been previously deferred for multiple-element arrangements, which include hardware, software or other arrangements where the undelivered element is post contract customer support for which we were unable to establish vender-specific objective evidence (“VSOE “) (as discussed in more detail below) of the fair value of the undelivered element. The new standard allows for deliverables for which revenue would have been previously deferred to be separated and recognized as delivered, rather than recognized over the longest service delivery period as a single unit with other elements in the arrangement.

 

ASU 2009-13 establishes a hierarchy of evidence to determine the stand-alone selling price of a deliverable based on VSOE, third-party evidence (“TPE”), and the best estimate of selling price (“BESP”). If VSOE is available, it would be used to determine the selling price of

 

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Table of Contents

 

a deliverable. If VSOE is not available, the entity would determine whether TPE is available. If so, TPE must be used to determine the selling price. If TPE is not available, then the BESP would be used.

 

In certain instances, we are not able to establish VSOE for all deliverables in an arrangement with multiple elements. This may be due to infrequent sales of each element separately, not pricing products within a narrow range, or only having a limited sales history. We have not consistently established VSOE of fair value for any of our products or services, except for our customer support contracts.

 

When VSOE cannot be established, we attempt to establish selling price for each element based on TPE. TPE is determined based on competitor prices for similar deliverables when sold separately. Generally, our strategy differs from that of our peers and our offerings contain a significant level of customization and differentiation such that the comparable pricing of products with similar functionality cannot be obtained. Furthermore, we are unable to reliably determine what similar competitor products’ selling prices are on a stand-alone basis. Therefore, we are typically not able to determine TPE.

 

Since we are typically unable to determine VSOE or TPE, we use BESP in our allocation of the arrangement consideration. Therefore, revenue from these multiple-element arrangements are allocated based of BESP, except for customer support contracts which are allocated based of VSOE. The objective of BESP is to determine the price at which we would transact a sale if the product or service were sold on a stand-alone basis.  BESP is generally used for offerings that are not typically sold on a stand-alone basis or for new or highly customized offerings.  We determine BESP for a product or service by considering multiple factors, including, but not limited to, geographies, market conditions, competitive landscape, internal costs, gross margin objectives and pricing practices. The determination of BESP is made through consultation with and formal approval by management.

 

We regularly review VSOE, TPE and BESP and maintain internal controls over the establishment and updates of these estimates. We limit the amount of revenue recognition for delivered elements to the amount that is not contingent on the future delivery of products or services, future performance obligations or subject customer-specified return or refund privileges.

 

We evaluate each deliverable in an arrangement to determine whether they represent a single unit of accounting. The delivered item constitutes separate units of accounting when it has standalone value and there are no customer-negotiated refunds or return rights for the delivered elements. If the arrangement includes a customer-negotiated refund or return right relative to the delivered item and the delivery and performance of the undelivered item is considered probable and substantially in our control, the delivered element constitutes a separate unit of accounting. In instances when the aforementioned criteria are not met, the deliverable is combined with the undelivered elements and revenue recognition is determined for the combined unit as a single unit. Allocation of the consideration is determined at arrangement inception on the basis of each unit’s relative selling price.

 

Our multiple-element product offerings include networking hardware with embedded software products and support, which are considered separate units of accounting. For fiscal year 2011 and future periods, pursuant to the guidance of ASU 2009-13, when a sales arrangement contains multiple elements, such as products, software, customer support services and/or professional services, we will allocate revenues to each element based on the aforementioned selling price hierarchy. In multiple-element arrangements where software is essential to the functionality of the products, revenue is allocated to each separate unit of accounting for each of the non-software deliverables and to the software deliverable as a group using the relative selling prices of each of the deliverables in the arrangement based on aforementioned selling price hierarchy. If the arrangement contains more than one software deliverable, the arrangement consideration allocated to the software deliverable as a group is then recognized as one unit of accounting using the guidance for recognizing software revenue, as amended.

 

For fiscal year 2010 and sales contracts entered into prior to fiscal year 2011, we recognized revenue pursuant to the previous guidance for multiple-element arrangements. Refer to the critical accounting policies in our Annual Report on Form 10-K for the fiscal year ended December 31, 2010 in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the heading “Critical Accounting Policies and Estimates” for a discussion of the previous accounting policy.

 

We expect the adoptions of ASU 2009-13 and ASU 2009-14 to be material to future periods, however we cannot reasonably estimate the effect of adopting these standards on future financial periods as the impact will vary depending on the nature and volume of new or materially modified arrangements in any given period.

 

In addition to selling multiple-element arrangements, which were materially impacted by the accounting change summarized above, we also sell certain products and services on a stand-alone basis that were not specifically affected by the impact of ASU No. 2009-14 and ASU No. 2009-13.

 

Product Sales.  We sell software and hardware products on both a “free-standing” basis without any services and as data center solutions bundled with its installation and configuration services (“bundled arrangements”). Under either arrangement, we recognize revenue from

 

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the sales of products, primarily hardware and essential software, when persuasive evidence of an arrangement exists, shipment has occurred and title has transferred, the sales price is fixed and determinable, and collection of the resulting receivable is reasonably assured. In customer arrangements where a formal acceptance of products is required by the customer, revenue is recognized upon meeting such acceptance criteria.

 

Service Sales.  In addition to installation and configuration services provided by us or third party vendors as part of our bundled arrangements, our service sales include customer support contracts and consulting services.  On our balance sheet, deferred revenue relates to service sales for which our customer has paid us or has been invoiced but for which we have not yet performed the applicable services.  Revenue from extended service contracts is recognized ratably over the contract term, generally one to three years. Professional services are offered under time and material or fixed fee-based contracts or as part of multiple-element arrangements. Professional services revenue is recognized as services are performed.

 

Recently Issued Accounting Standards

 

In December 2010, the FASB issued an update to ASC 350 Intangibles — Goodwill and Other (“ASC 350”): When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts. The update requires an entity with reporting units that have carrying amounts that are zero or negative to assess whether it is more likely than not that the reporting units’ goodwill is impaired. If the entity determines that it is more likely than not that the goodwill of one or more of its reporting units is impaired, the entity should perform Step 2 of the goodwill impairment test for those reporting unit(s). Any resulting goodwill impairment should be recorded as a cumulative-effect adjustment to beginning retained earnings in the period of adoption. Any goodwill impairments occurring after the initial adoption of the amendments should be included in earnings as required by Section 350-20-35. This update to ASC 350 is effective for fiscal years, and interim periods within those years beginning after December 15, 2010. The adoption of this standard had no material impact on our financial statements.

 

In December 2010, the FASB issued an update to ASC 805 Business Combinations (“ASC 805”): Disclosure of Supplementary Pro Forma Information for Business Combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments in this update also expand the supplemental pro forma disclosures under Topic 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The update to ASC 805 is effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. We do not expect the adoption to have a material impact on our financial statements.

 

In May 2011, the FASB issued an update to ASC 820 Fair Value Measurement (“ASC 820”): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (IFRS).  The update requires an entity with fair value measurement disclosures to provide a consistent definition of fair value and ensure that the fair value measurement and disclosure requirements are similar between U.S. GAAP and IFRS. The guidance changes certain fair value measurement principles and enhances the disclosure requirements, particularly for level 3 fair value measurements.  The update to ASC 820 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. We do not expect the adoption to have a material impact on our financial statements.

 

In June 2011, the FASB issued an update to ASC 220 Fair Comprehensive Income (“ASC 220”): Presentation of Comprehensive Income.  The update eliminates the option to present components of other comprehensive income in the statement of stockholders’ equity. Instead, the new guidance now requires an entity to present all non-owner changes in stockholders’ equity either as a single continuous statement of comprehensive income or as two separate but consecutive statements. The update to ASC 220 is effective for fiscal years, and interim periods within those years beginning, after December 15, 2011. We do not expect the adoption to have a material impact on our financial statements.

 

In September 2011, the FASB issued an update to ASC 350 Intangibles — Goodwill and Other (“ASC 350”): Testing Goodwill for Impairment. The update allows an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Under these amendments, an entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The amendments include a number of events and circumstances for an entity to consider in conducting the qualitative assessment. The update to ASC 350 is effective for fiscal years, and interim periods within those years beginning, after December 15, 2011. We do not expect the adoption to have a material impact on our financial statements.

 

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2.                                       Net Earnings (Loss) per Share

 

We compute basic net earnings (loss) per share using the weighted average number of shares outstanding.  Diluted net earnings (loss) per share include the effect of common stock equivalents, if any, for each period.  Diluted per share amounts assume the conversion, exercise or issuance of all potential common stock instruments unless their effect is anti-dilutive.  The following table computes basic and diluted net earnings (loss) per share:

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

 

 

(in thousands, except per share data)

 

Net earnings (loss)

 

$

2,793

 

$

771

 

$

7,238

 

$

(115

)

 

 

 

 

 

 

 

 

 

 

Basic:

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

17,531

 

13,337

 

17,531

 

13,337

 

Weighted average common shares of non-vested stock

 

(1,099

)

(516

)

(2,043

)

(554

)

Shares used in the computation of basic net earnings (loss) per share

 

16,432

 

12,821

 

15,488

 

12,783

 

Net earnings (loss) per share — basic

 

$

0.17

 

$

0.06

 

$

0.47

 

$

(0.01

)

 

 

 

 

 

 

 

 

 

 

Diluted:

 

 

 

 

 

 

 

 

 

Shares used in the computation of basic net earnings (loss) per share

 

16,432

 

12,821

 

15,488

 

12,783

 

Employee and non-employee director stock options

 

112

 

18

 

100

 

 

Non-vested stock

 

419

 

70

 

374

 

 

Shares used in the computation of diluted net earnings (loss) per share

 

16,963

 

12,909

 

15,962

 

12,783

 

Net earnings (loss) per share - diluted

 

$

0.16

 

$

0.06

 

$

0.45

 

$

(0.01

)

 

We excluded the following non-vested common stock and options to purchase shares of common stock from the computation of diluted earnings per share as their effect would have been anti-dilutive:

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

Non-vested common stock

 

51,000

 

 

64,500

 

 

 

 

 

 

 

 

 

 

 

 

Options to purchase shares of common stock

 

 

282,386

 

 

166,227

 

 

3.                                       Stockholders Equity

 

Common Stock Offering

 

On March 14, 2011, we completed a public offering of 4,266,500 shares of common stock with a price to the public of $5.75 per share. We issued and sold 3,306,500 shares in the offering and the selling shareholder sold 960,000 shares in the offering. We did not receive any proceeds from the shares sold by the selling shareholder.

 

Stock Based Compensation

 

Non-vested Stock:

 

Total stock-based compensation expense related to non-vested stock was $619,000 and $230,000 for the three months ended September 30, 2011 and 2010, respectively.  Total stock-based compensation expense related to non-vested stock was $1.3 million and $534,000 for the nine months ended September 30, 2011 and 2010, respectively.  Unrecognized stock-based compensation expense related to non-vested stock was $3.4 million at September 30, 2011 which we will amortize through June 2014.

 

The following table summarizes our non-vested stock activity for the nine months ended September 30, 2011:

 

 

 

Number of Shares

 

Weighted Average
Grant-Date Fair Value

 

Non-vested stock at January 1, 2011

 

647,058

 

$

4.04

 

Granted

 

424,000

 

6.68

 

Cancelled

 

(30,000

)

4.43

 

Shares vested

 

(7,500

)

3.40

 

Non-vested stock at September 30, 2011

 

1,033,558

 

5.12

 

 

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Stock Options:

 

Total stock-based compensation expense related to stock options was $65,000 and $77,000 for the three months ended September 30, 2011 and 2010, respectively.  Total stock-based compensation expense related to stock options was $199,000 and $259,000 for the nine months ended September 30, 2011 and 2010, respectively.  Unrecognized stock-based compensation expense related to stock options was $460,000 at September 30, 2011 which we will amortize ratably through July 2013.

 

The following table represents stock option activity for the nine months ended September 30, 2011:

 

 

 

Number of Shares

 

Weighted
Average
Exercise Price

 

Weighted Average
Remaining

Contract Life in
Years

 

Outstanding options as of January 1, 2011

 

1,037,711

 

$

4.10

 

 

 

Options granted

 

 

$

 

 

 

 

Options exercised

 

(208,427

)

$

4.05

 

 

 

Options cancelled

 

(95,493

)

$

8.59

 

 

 

Outstanding options as of September 30, 2011

 

733,791

 

$

3.52

 

6.24

 

Exercisable options as of September 30, 2011

 

497,681

 

$

1.68

 

1.52

 

 

Other:

 

During the three months ended September 30, 2011 and 2010, we recognized expense of $61,000 and $29,000 related to the issuance of 9,000 and 9,495 shares of fully vested common stock to members of our Board of Directors. During the nine months ended September 30, 2011 and 2010, we recognized expense of $185,000 and $109,000 related to the issuance of 27,607 and 27,495 shares of fully vested common stock to members of our Board of Directors.

 

4.                                       Income Taxes

 

We base the provision for income taxes in our interim financial statements on estimated annual effective tax rates in the tax jurisdictions in which we operate.  For the three months ended September 30, 2011 and 2010, our effective tax rate was 42% and 46%, respectively.  For the nine months ended September 30, 2011 and 2010, our effective tax rate was 41% and 30%, respectively.  The lower tax rate for the three months ended September 30, 2011 as compared to the same periods in 2010 resulted primarily from difference in the ratio of permanent differences to net earnings.  The higher tax rate for the nine months ended September 30, 2011 as compared to the same periods in 2010 resulted primarily from the ratio of discrete items to net earnings. We had approximately $106,000 and $41,000 of discrete items that we recognized in the nine month periods ended September 30, 2011 and 2010, respectively, which, in turn, increased our effective tax rate to 41% for the period ended September 30, 2011 and lowered our effect tax rate to 30% for the period ended September 30, 2010. We expect our annual effective tax rate for 2011 to be 41%.

 

As part of the process of preparing financial statements, we estimate federal and state income taxes. Management estimates the actual current tax exposure together with assessing temporary differences resulting from different treatment for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which we include within our balance sheet. Management must then assess the likelihood that we will utilize deferred tax assets to offset future taxable income during the periods in which we may deduct these temporary differences.  For the three and nine months ended September 30, 2011, we recorded income tax expense of $2.1 million and $5.0 million, respectively, with effective tax rates of 42% and 41%.

 

Our IRS audit for the fiscal years of 2008 and 2009 was completed during the three months ended September 30, 2011. The findings of this audit resulted in an immaterial change in our effective tax rate which, in turn, resulted in an immaterial change to our income tax expense during the three months and nine months ended September 30, 2011.

 

We assess our uncertain tax positions for tax years that are still open for examination.  As of September 30, 2011 and 2010, we had no unrecognized tax benefits which would affect our effective tax rate if recognized.

 

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We classify interest and penalties arising from the underpayment of income taxes in the statement of income under general and administrative expenses. As of September 30, 2011 and 2010, we had no accrued interest or penalties related to uncertain tax positions. The tax years 2007-2010 remain open to examination by both the Federal government and by other major income taxing jurisdictions to which we are subject.

 

Our ability to utilize a portion of our net operating loss carryforwards to offset future taxable income may be subject to certain limitations under Section 382 of the Internal Revenue Code due to changes in our equity ownership.  The company does not believe that an ownership change under Section 382 has occurred, and therefore, no such limitations exist.

 

5.                                       Goodwill and Valuation of Long-Lived Assets

 

We assess the carrying amount of our goodwill for potential impairment annually or more frequently if events or a change in circumstances indicate that impairment may have occurred.  We perform an impairment test for finite-lived assets, such as intangible assets, and other long-lived assets, such as fixed assets, whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable.  Circumstances that could represent triggering events and therefore require an interim impairment test of goodwill or evaluation of our finite-life intangible assets or other long lived assets include the following:  loss of key personnel, unanticipated competition, higher or earlier than expected customer attrition, deterioration of operating performance, significant adverse industry, economic or regulatory changes or a significant decline in market capitalization.

 

We have only one operating and reporting unit that earns revenues, incurs expenses and makes available discrete financial information for review by our chief operations decision maker.  Accordingly, we complete our goodwill impairment testing on this single reporting unit.

 

Testing for goodwill impairment is a two step process. The first step screens for potential impairment.  If there is an indication of possible impairment we must complete the second step to measure the amount of impairment loss, if any.  The first step of the goodwill impairment test, used to identify potential impairment, compares the fair value of our market capitalization with the carrying value of our net assets. If our total market capitalization is at or below the carrying value of our net assets, we perform the second step of the goodwill impairment test to measure the amount of impairment loss we record, if any.  We consider goodwill impairment test estimates critical due to the amount of goodwill recorded on our balance sheet and the judgment required in determining fair value amounts.

 

Goodwill as of September 30, 2011 and December 31, 2010 was $23.1 million. We conducted our annual goodwill impairment test as of December 31, 2010, our last measurement date.  Based on this analysis, we determined that there was no impairment to goodwill.  We will continue to monitor conditions and changes that could indicate impairment of our recorded goodwill.

 

At each of September 30, 2011 and 2010, we determined that no triggering events had occurred during the quarter and our finite-lived assets and long-lived assets were not impaired.

 

Identified intangible assets are summarized as follows:

 

 

 

Amortizable

 

As of September 30, 2011

 

As of December 31, 2010

 

 

 

Period
(years)

 

Gross
Assets

 

Accumulated
Amortization

 

Net
Assets

 

Gross
Assets

 

Accumulated
Amortization

 

Net
Assets

 

Customer relationships

 

6-8

 

$

8,110

 

$

(4,177

)

$

3,933

 

$

8,110

 

$

(3,283

)

$

4,827

 

Services agreement

 

4

 

67

 

(34

)

33

 

67

 

(21

)

46

 

Certification

 

2

 

467

 

(467

)

 

467

 

(292

)

175

 

Trademarks

 

3

 

263

 

(157

)

106

 

263

 

(92

)

171

 

Order backlog

 

1

 

1,108

 

(1,108

)

 

1,108

 

(1,108

)

 

Total identified intangible assets

 

 

 

$

10,015

 

$

(5,943

)

$

4,072

 

$

10,015

 

$

(4,796

)

$

5,219

 

 

Amortization expense for identified intangible assets is summarized below:

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

Statement of Operations

 

 

 

2011

 

2010

 

2011

 

2010

 

Classification

 

Customer relationships

 

$

298

 

$

298

 

$

894

 

$

894

 

Operating expenses

 

Services agreement

 

5

 

4

 

13

 

12

 

Operating expenses

 

Certification

 

58

 

58

 

175

 

175

 

Operating expenses

 

Trademarks

 

21

 

22

 

65

 

66

 

Operating expenses

 

Order backlog

 

 

277

 

 

831

 

Cost of sales

 

Total identified intangible assets

 

$

382

 

$

659

 

$

1,147

 

$

1,978

 

 

 

 

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Based on the identified intangible assets recorded at September 30, 2011, future amortization expense for the next five years is as follows:

 

 

 

(in thousands)

 

Remainder of 2011

 

324

 

2012

 

1,292

 

2013

 

553

 

2014

 

481

 

2015

 

481

 

Thereafter

 

941

 

 

 

$

4,072

 

 

6.                                       Short Term Investments

 

The following table summarizes our short term investments (in thousands):

 

 

 

Amortized
Cost

 

Gross
Unrealized
Gains

 

Gross
Unrealized
Losses

 

Fair
Value

 

September 30, 2011

 

 

 

 

 

 

 

 

 

Certificates of Deposit

 

$

2,241

 

 

 

$

2,241

 

Variable Rate Demand Notes

 

$

2,000

 

 

 

$

2,000

 

December 31, 2010

 

 

 

 

 

 

 

 

 

None

 

 

 

 

 

 

As of September 30, 2011 and December 31, 2010, we had no unrealized holding gains/losses on investments.

 

As of September 30, 2011, we have $2.0 million in variable rate demand notes (“VRDN”). The underlying securities of these notes have contractual maturities which generally range from 13 to 37 years. Although our investments in VRDN’s have underlying securities with contractual maturities longer than one year, the VRDN’s themselves have interest rate resets of seven days and are considered short term investments. We can redeem these investments at cost at any time with seven days notice. Therefore, the investments are held at cost, which approximates fair value and are within Level 1 of the fair value hierarchy (as discussed in more detail below).

 

7.                                       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.  In determining fair value for assets and liabilities required or permitted to be recorded at fair value, we consider the principal or most advantageous market in which it would transact and the assumptions that market participates would use when pricing the asset or liability.  We apply fair value measurements for both financial and nonfinancial assets and liabilities.  We have no nonfinancial assets or liabilities that require measurement at fair value on a recurring basis as of September 30, 2011.

 

The fair value of our financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, approximate cost because of their short maturities.

 

We use the three-level fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair values.  The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).  The three levels of the fair value hierarchy are described below:

 

·                  Level 1 — Unadjusted quoted prices available in active markets for the identical assets or liabilities at the measurement date.

·                  Level 2 — Significant other observable inputs available at the measurement date, other than quoted prices included in Level

 

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1, either directly or indirectly.

·                  Level 3 — Significant unobservable inputs that we cannot corroborate by observable market data and thus reflect the use of significant management judgment.  We generally determine these values using pricing models based on assumptions our management believes other market participants would make.

 

The fair value hierarchy requires the use of observable market data when available.  In instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, we determine the fair value measurement based on the lowest level input that is significant to the fair value measurement in its entirety.  Our assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability.  The following table sets forth, by level within the fair value hierarchy, the accounting of our financial assets and/or liabilities at fair value on a recurring basis as of September 30, 2011 according to the valuation techniques we used to determine their fair value(s).

 

 

 

Fair Value Measurements as of September 30, 2011

 

 

 

(in thousands)

 

 

 

09/30/2011

 

Quoted Prices in
Active Markets
for Identical
Assets (Level 1)

 

Significant Other
Observable
Inputs (Level 2)

 

Significant
Unobservable
Inputs
(Level 3)

 

Cash and cash equivalents

 

$

30,820

 

$

30,820

 

$

 

$

 

Certificates of Deposit

 

2,241

 

2,241

 

 

 

Variable Rate Demand Notes

 

2,000

 

2,000

 

 

 

Total assets measured at fair value

 

$

35,061

 

$

33,011

 

$

 

$

 

 

8.                                       Line of Credit

 

We have available for use a line of credit not to exceed $10.0 million with Wells Fargo Bank, N.A. which expires on July 31, 2012. As of September 30, 2011, we had no borrowings outstanding on the line of credit. The credit line bears interest at 2.0% above the bank’s three month LIBOR rate and requires us to meet certain financial covenants.  At September 30, 2011, we were in compliance with the covenants.

 

9.                                       Subsequent Events

 

On October 3, 2011, we entered into an asset purchase agreement with Midwave Corporation and its shareholders and the parties completed the asset purchase on October 3, 2011 (the “Midwave Transaction”).  Under the asset purchase agreement, our wholly-owned subsidiary, MV Sub, Inc., purchased and acquired from Midwave Corporation substantially all of the assets used in Midwave Corporation’s business.  Midwave Corporation is an information technology consulting firm that offers both professional services and sells products to business’ information technology organizations utilizing the product portfolios of certain information technology manufacturers, in the specific domains of data center services, networking services, managed services and advisory services.  We paid Midwave Corporation approximately $16.1 million in cash, issued 220,988 shares of our common stock to Midwave Corporation and assumed certain liabilities of Midwave Corporation, including roughly $11 million of current liabilities.  We also received approximately $11.5 million in current assets and $500,000 in fixed assets. We reported the terms of the Midwave Transaction on our Current Report on Form 8-K filed with the SEC on October 3, 2011 (File No. 000-29758).

 

On October 3, 2011, we terminated the lease that was entered into on July 28, 2011 to lease a portion of the Industrial Building Lease with Golden Triangle Tech Center Investors, LLC. This lease was for approximately 39,931 rentable square feet of space in a building located at 7905 Golden Triangle Drive in Eden Prairie, Minnesota.  We reported entering into this lease on our Current Report on Form 8-K filed with the SEC on August 1, 2011 (File No. 000-29758). There was no financial or economic penalty for cancelling this agreement.  We are currently exploring options to lease additional space in the building currently occupied by Midwave Corporation, the company we acquired on October 3, 2011, as described in the paragraph above.  We reported the termination of this lease on our Current Report on Form 8-K filed with the SEC on October 11, 2011 (File No. 000-29758).

 

Item 2.           Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for certain forward-looking statements. This Quarterly Report on Form 10-Q contains forward-looking statements regarding us, our business prospects and our results of operations that are subject to certain risks and uncertainties posed by many factors and events that could cause our actual business, prospects and results of operations to differ materially from those that may be anticipated by such forward-looking statements.  The words “aim, “believe,”

 

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Table of Contents

 

“expect,” “anticipate,” “intend,” “estimate” and other expressions which indicate future events and trends identify forward-looking statements.  Factors that could cause or contribute to such differences include, but are not limited to, those described in Item 1A—“Risk Factors” of our 2010 Annual Report on Form 10-K, including but not limited to:  the level of continuing demand for storage, server and networking solutions, including the effects of current economic and credit conditions; competition and pricing pressures that may adversely affect our revenues and earnings; fixed employment costs that may impact profitability if we suffer revenue shortfalls; our ability to hire and retain key technical and sales personnel; our dependence on key suppliers; our ability to adapt to rapid technological change; risks associated with integrating possible future acquisitions; fluctuations in our quarterly operating results; future changes in applicable accounting rules; and volatility in our stock price.  Further, our revenues for any particular quarter are not necessarily reflected by our backlog of contracted orders, which also may fluctuate unpredictably.  Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We undertake no obligation to revise any forward-looking statements in order to reflect events or circumstances that may subsequently arise. Readers are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the Securities and Exchange Commission that advises interested parties of the risks and factors that may affect our business.

 

OVERVIEW

 

We provide solutions and services that make data centers more efficient, manageable and responsive to changing business needs.  Focused on mid and large-size companies, we assess, design, deploy, and support infrastructures such as servers, storage and networks, all of which are at the heart of the data center. We also resell hardware and software from the industry’s leading original equipment manufacturers (“OEM’s”) as part of our customer offerings. Our portfolio of solutions and services spans four practices: consolidation and virtualization, data storage protection, advanced network infrastructures and business continuity and disaster recovery solutions.  We offer a full suite of practice-specific consulting, analysis, design, implementation, management, and support services.

 

Our solutions can include hardware products, such as servers, disk arrays, tape systems, networking and interconnection components and software products.  Our data center strategy is supported through multiple trends in the market and involves supporting the market and our customers with a single vendor to provide their data center infrastructure needs.  As of September 30, 2011, we have 30 locations, including both leased facilities and home offices, throughout the United States.  We historically have derived our greatest percentage of net sales from customers located in the central part of the United States.

 

We sell support service contracts to most of our customers.  In about half of the support service contracts that we sell, our customers purchase support services through us, resulting in customers receiving the benefit of integrated system wide support.  We have a qualified, independent support desk that takes calls from customers, diagnoses the issues they are facing and either solves the problem or coordinates with our and/or vendor technical staff to meet the customer’s needs.  Our support service agreements with our customers include an underlying agreement with the product manufacturer.  The manufacturer provides on-site support assistance if necessary. The other half of the support service contracts that we sell to our customers are direct with the product manufacturers. For all support service contracts we sell, we defer revenues and direct costs resulting from these contracts, and amortize these revenues and expenses into operations, over the term of the contracts, which are generally twelve months.

 

The data center infrastructure solutions and services market is rapidly evolving and highly competitive.  Our competition includes other independent storage, server and networking system integrators, high end value-added resellers, distributors, consultants and the internal sales force of our suppliers.  Our ability to hire and retain qualified outside sales representatives and engineers with enterprise-class information storage, server and networking experience is critical to effectively competing in the marketplace and achieving our growth strategies.

 

In the past, we have experienced fluctuations in the timing of orders from our customers, and we expect to continue to experience these fluctuations in the future.  These fluctuations have resulted from, among other things, the time required to design, test and evaluate our data center infrastructure solutions before customers deploy them, the size of customer orders, the complexity of our customers’ network environments, necessary system configuration to deploy our solutions and new product introductions by suppliers.  Current economic conditions and competition also affect our customers’ decisions and timing to place orders with us and the size of those orders.  As a result, our net sales may fluctuate from quarter to quarter.

 

We view the current data center infrastructure market as providing significant opportunity for growth.  Currently, our market share is a small part of the overall market.  However, the providers of the data center infrastructure industry’s products and technologies are increasing their utilization of indirect sales approaches to broaden their reach and optimize their margins. Increasingly, they are turning to companies such as us to sell their products.  While these trends provide opportunity for us, we must improve our business model to generate sustainable, profitable growth.  Our model requires highly skilled sales and technical staff which results in substantial fixed costs for us.  We believe the best way to improve our company and create long-term shareholder value is to focus on building scaleable capabilities and a leverageable cost structure.  Our current strategies are focused on:

 

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·                  Increasing our sales team productivity.

·                  Scaling our existing geographic locations and expanding into new locations.

·                  Expanding our customer support revenues.

·                  Enhancing our consulting and professional services business.

 

To pursue these strategies, we are:

 

·                  Improving our training, tools and recruiting efforts for sales and technical teams to increase productivity.

·                  Investing in customer-facing teams to acquire top tier sales and technical talent which we believe will increase our market share in key locations.

·                  Deepening our presence in existing enterprise accounts and penetrating new enterprise accounts.

·                  Exploring potential acquisitions that we believe can strengthen our resources and capabilities in key geographic locations.

·                  Targeting high growth market segments and deploying new technologies which focus on cost saving technologies for our customers.

·                  Driving high levels of efficiency by streamlining our supply chain and expanding our professional services tools.

·                  Expanding our customer support capabilities and tools-based professional services offerings that we believe will provide more value to our customers.

 

All of these plans have various challenges and risks associated with them, including those described under “Item 1A- Risk Factors” in our 2010 Annual Report on Form 10-K.  Additional challenges include:

 

·                  Continued worldwide economic troubles may adversely affect our customers’ buying patterns.

·                  We may not increase our productivity and may lose, or not successfully recruit and retain key sales, technical or other personnel.

·                  Competition is intense and may adversely impact our profit margin.  Customers have many options for data center products and services.

·                  We may not successfully identify acquisition candidates or profitably integrate any business we acquire. For instance, on October 3, 2011, we entered into an asset purchase agreement with Midwave Corporation.  We cannot assure that this acquisition will increase our revenues, earnings or stock price.

 

RESULTS OF OPERATIONS

 

The following table shows, for the periods indicated, certain selected financial data expressed as a percentage of net sales.

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

Net sales

 

100.0

%

100.0

%

100.0

%

100.0

%

Cost of sales

 

76.4

 

75.9

 

76.0

 

76.4

 

Gross profit

 

23.6

 

24.1

 

24.0

 

23.6

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Sales and marketing

 

9.7

 

11.9

 

10.3

 

11.8

 

General and administrative

 

4.2

 

4.8

 

4.3

 

5.3

 

Engineering

 

4.3

 

5.4

 

4.6

 

5.9

 

Other income

 

(0.6

)

(0.7

)

(0.2

)

(0.2

)

Integration and transaction costs

 

0.2

 

 

 

0.3

 

Amortization of intangibles

 

0.4

 

0.6

 

0.4

 

0.6

 

Total operating expenses

 

18.2

 

22.0

 

19.4

 

23.7

 

Earnings (loss) from operations

 

5.4

%

2.1

%

4.6

%

(0.1

)%

 

The following table shows, for the periods indicated, revenue and gross profit information for our product and service sales.

 

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Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

 

 

(in thousands)

 

Product sales

 

$

55,671

 

$

39,166

 

$

167,811

 

$

121,332

 

Service sales

 

34,469

 

30,054

 

97,504

 

81,307

 

 

 

 

 

 

 

 

 

 

 

Product gross profit

 

$

12,708

 

$

8,875

 

$

39,655

 

$

26,506

 

Service gross profit

 

8,532

 

7,790

 

24,019

 

21,251

 

 

 

 

 

 

 

 

 

 

 

Product gross profit as a percentage of product sales

 

22.8

%

22.7

%

23.6

%

21.8

%

Service gross profit as a percentage of service sales

 

24.8

%

25.9

%

24.6

%

26.1

%

 

The increase in our product revenues for the three and nine months ended September 30, 2011, as compared to the same periods in 2010, include $18.7 million and $24.4 million, respectively, due to the impact of our new revenue recognition policy that we adopted beginning January 1, 2011, which is discussed in more detail below under “Critical Accounting Policies and Estimates.” Our product revenues continue to reflect a diversification in the mix of our offerings. For the three and nine months ended September 30, 2011, product sales represented 61.8% and 63.2%, respectively, of our total sales compared to 56.6% and 59.9%, respectively, for the comparable periods in 2010. In addition to the increase due to our new revenue recognition policy, the increase in our product revenue is a result of the increase in product offerings due to our transition to servicing the complete data center.  In addition to storage, our server and network sales have increased as part of our strategy to deliver data center hardware, software and services.  Going forward, we expect our customers will continue to closely scrutinize their expenditures and what impact, if any, current economic conditions may have on the growth and profitability of their business.  We cannot assure that changes in customer spending or economic conditions will positively impact our future product revenues.

 

Our service revenues increased for the three and nine months ended September 30, 2011, as compared to the same period in 2010.  With the growth in our product revenues, we continue to successfully sell our installation and configuration services and customer support contracts.  Without continued sustainable growth in our product revenues going forward, we expect our customer support contracts sales may suffer and we cannot assure that our future customer support contract sales will not decline.

 

We had no single customer account for 10% or greater of our revenues for the three and nine months ended September 30, 2011 or 2010.

 

Gross Profit.  Our total gross profit as a percentage of net sales decreased to 23.6% for the quarter ended September 30, 2011, as compared to 24.1% for the comparable quarter in 2010.  Our total gross profit as a percentage of net sales increased to 24.0% for the nine months ended September 30, 2011, as compared to 23.6% for the comparable period in 2010.  Product gross profit as a percentage of product sales increased slightly to 22.8% in the third quarter of 2011 from 22.7% for the comparable quarter in 2010.  Product gross profit as a percentage of product sales increased to 23.6% for the nine months ended September 30, 2011 from 21.8% for the same period in 2010.  Service gross profit as a percentage of service sales decreased to 24.8% for the third quarter of 2011 from 25.9% for the comparable quarter in 2010.  Service gross profit as a percentage of service sales decreased to 24.6% for the nine months ended September 30, 2011 from 26.1% for the same period in 2010.

 

Our product gross profit as a percentage of product sales is impacted by the mix and type of projects we complete for our customers.  Our product gross profit for the three months ended September 30, 2011 was similar to the three months ended September 30, 2010. Our product gross profit for the nine months ended September 30, 2011 increased 1.8% in comparison to the nine months ended September 30, 2010. For the nine months ended September 30, 2010, product gross profit percentages were unusually low as we kicked off our strategy of selling total solutions into the data center which includes lower margin servers and networking solutions.  The product gross margin percentages we achieved in the third quarter 2011 fall within the range of product gross margin percentages we expect as our strategy continues to mature.  Our product gross profit is also impacted by various vendor incentive programs that provide economic incentives for achieving various sales performance targets. Vendor incentives were $1.4 million and $965,000, respectively, for the three month periods ended September 30, 2011 and 2010.  Vendor incentives were $4.1 million and $2.7 million, respectively, for the nine month periods ended September 30, 2011 and 2010.  As a percentage of product cost of goods sold, vendor incentives were 3.2% for the three months ended September 30, 2011 and 2010, respectively, and 3.2% and 2.8% for the nine months ended September 30, 2011 and 2010, respectively. Several of our vendors have tightened eligibility for their programs in the current economic climate and may further change or terminate their programs at any time.  Accordingly, we cannot assure that we will achieve and receive similar vendor incentives in the future.  Taking into consideration our October 3, 2011 acquisition of Midwave Corporation, we continue to expect that as we continue implementing our strategy to sell comprehensive data center solutions with servers and networking products that our product gross margins for the remainder of 2011 will be between 23% and 24%.

 

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Service gross profit as a percentage of service sales for the three and nine months ended September 30, 2011 decreased 1.1% and 1.5%, respectively, as compared to the same periods in 2010.  This decrease is primarily due to a reduction in the gross margin percentage for our customer support contracts due to an increase in the sales of products on which we are not able to sell first call support and Datalink professional services, which carry lower gross margins.  Taking into consideration our October 3, 2011 acquisition of Midwave Corporation, we continue to expect that service gross margins will be within the 24% to 26% range for the remainder of fiscal year 2011.

 

Sales and Marketing.  Sales and marketing expenses include wages and commission paid to sales and marketing personnel, travel costs and advertising, promotion and hiring expenses.  Sales and marketing expenses totaled $8.8 million, or 9.7% of net sales for the quarter ended September 30, 2011, compared to $8.3 million, or 11.9% of net sales for the third quarter in 2010.  Sales and marketing expenses totaled $27.3 million, or 10.3% of net sales for the nine months ended September 30, 2011, compared to $24.0 million, or 11.8% of net sales for the same period in 2010.

 

Sales and marketing expenses increased $490,000 and $3.3 million for the three and nine month periods ended September 30, 2011, respectively, as compared to the same periods in 2010.  This increase in sales and marketing expenses for the three months ended September 30, 2011 is a combination of an increase in variable compensation expense for the period, including commissions and bonuses, of $851,000which was partially offset by a decrease of severance expense of $359,000 that occurred in the same period of 2010. The increase in sales and marketing expenses for the nine months ended September 30, 2011 is primarily due to an increase in variable compensation expense, including commission and bonuses, of $3.4 million commensurate with the increase in revenues and gross margins for the period.

 

General and Administrative.  General and administrative expenses include wages for administrative personnel, professional fees, depreciation, communication expenses and rent and related facility expenses. General and administrative expenses were $3.8 million, or 4.2% of net sales for the quarter ended September 30, 2011, compared to $3.4 million, or 4.8% of net sales for the third quarter in 2010.  General and administrative expenses were $11.3 million, or 4.3% of net sales for the nine months ended September 30, 2011, compared to $10.7 million, or 5.3% of net sales for the same period in 2010.  Our general and administrative expenses have decreased as a percentage of net sales for both the three and nine month periods ended September 30, 2011 as compared to the same periods in 2010.

 

General and administrative expenses increased $441,000 and increased $640,000 for the three and nine months ended September 30, 2011, respectively, as compared to the same periods in 2010. The increase in general and administrative expenses for the three months ended September 30, 2011 as compared to the same period in 2010, was due to a combination of an increase in rent charges of $257,000 of which $132,000 was for a one-time loss on our Portland office sublease and an increase in stock compensation expense of $143,000 due to additional grants issued in 2011. The increase in general and administrative expenses for the nine months ended September 30, 2011 as compared to the same period in 2010 was primarily due to a combination of an increase in bonus variable compensation of $306,000 commensurate with the increase in revenues and gross margins for the period and an increase in stock compensation expense of $473,000 due to additional grants issued in 2011.

 

Engineering.  Engineering expenses include employee wages, bonuses and travel, hiring and training expenses for our field and customer support engineers and technicians.  Engineering expenses were $3.9 million, or 4.3% of net sales for the quarter ended September 30, 2011, compared to $3.7 million, or 5.4% of net sales for the third quarter in 2010.  Engineering expenses were $12.1 million, or 4.6% of net sales for the nine months ended September 30, 2011, compared to $12.0 million, or 5.9% of net sales for the same period in 2010.

 

Engineering expenses increased $156,000 and $105,000 for the three and nine months ended September 30, 2011, respectively, as compared to the same periods in 2010.  The increase in engineering expenses for the three months ended September 30, 2011 is due to an increase in stock compensation expense of $96,000 due to additional grants issued in 2011. Likewise, the increase in engineering expenses for the nine months ended September 30, 2011 is also due to an increase in stock compensation expense of $144,000 due to additional grants issued in 2011.

 

Other Income.  We had other income of $574,000 for both the three and nine month periods ended September 30, 2011 and $503,000 for both the three and nine month periods ended September 30, 2010. Our 2009 Cross acquisition included a services agreement, which we also refer to as a reverse earn-out agreement,  which required Cross to purchase at least $1.8 million of networking products and services from us over three years.  Cross agreed to pay any shortfall between customer purchases and the guaranteed annual purchase amount.  We believed that we would meet the revenue targets and accordingly, we determined that the reverse earn-out had no fair value at the date of this business combination or in any subsequent periods prior to the settlement date. At September 30, 2010 the first year of the three year reverse earn-out agreement came to an end and there was a shortfall between customer purchases and the guaranteed annual purchase of $503,000. At September 30, 2011 the second year of the three year reverse earn-out agreement came to an end and there was a shortfall between customer purchases and the guaranteed annual purchase of $574,000.  Per the

 

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services agreement any shortfall between customer purchases and the guaranteed annual purchase amount would be payable by Cross at that time.  Since we had assumed that the revenue targets would be met and the reverse earn-out had no fair value, the shortfall amount of $503,000 represented a change in fair value of the acquisition date reverse earn-out and, in accordance with ASC 805-30-35 was classified as other income within operation expenses on our statement of operations.

 

Integration and Transaction Costs.  We had $125,000 and $0 of integration and transaction costs for the three months ended September 30, 2011 and 2010, respectively.  We had $125,000 and $581,000 of integration and transaction costs for the nine months ended September 30, 2011 and 2010, respectively.  Integration costs for 2011 are related to legal fees associated with our October 3, 2011 acquisition of Midwave Corporation. Integration costs for 2010 are related to facility abandonment costs and our transition services agreement which consists of transition benefits, retention bonuses and severances of terminated employees, some of whom assisted with the initial integration of Incentra.

 

Amortization of Intangibles.  We had $382,000 of intangible asset amortization expenses for the three months ended September 30, 2011 as compared to intangible amortization expenses of $659,000 for the same three months in 2010.  We had $1.1 million of intangible asset amortization expenses for the nine months ended September 30, 2011 as compared to intangible amortization of expenses of $2.0 million for the same nine months in 2010.  Amortization of intangibles expenses decreased for the three and nine months ended September 30, 2011 as compared to the same period in 2010 due to the Incentra order backlog being amortizing in full in 2010.

 

Earnings (loss) from Operations.  We had earnings from operations of $4.9 million compared to earnings from operations of $1.4 million for the three months ended September 30, 2011 and 2010, respectively.  We had earnings from operations of $12.2 million compared to a loss from operations of $175,000 for the nine months ended September 30, 2011 and 2010, respectively. The earnings from operations for the three and nine months ended September 30, 2011 is a result of the financial leverage we achieved by keeping operating expenses relatively flat and realizing substantial growth in our revenues.

 

Income Taxes.  We had income tax expense of $2.1 million and income tax expense of $657,000 for the three months ended September 30, 2011 and 2010, respectively.  We had income tax expense of $5.0 million and income tax benefit of $49,000 for the nine months ended September 30, 2011 and 2010, respectively.  Our estimated effective tax rate for the three and nine months ended September 30, 2011 was 42% and 41%, respectively. For the balance of 2011, we expect to report an income tax provision using an effective tax rate of approximately 41%.

 

LIQUIDITY AND CAPITAL RESOURCES

 

 

 

Nine Months Ended September 30,

 

 

 

2011

 

2010

 

Total cash provided by (used in):

 

 

 

 

 

Operating activities

 

$

8,188

 

$

5,426

 

Investing activities

 

(4,937

)

1,703

 

Financing activities

 

18,581

 

(2,877

)

Increase in cash and cash equivalents

 

$

21,832

 

$

4,252

 

 

Net cash provided by operating activities was $8.2 million and $5.4 million for the nine months ended September 30, 2011 and 2010, respectively.  Net cash provided by operating activities for the nine months ended September 30, 2011 was due primarily to net income of $7.2 million for the nine months ended September 30, 2011 and non-cash add backs including depreciation of $716,000, amortization of intangibles of $1.1 million.  Net cash provided by operating activities for the nine months ended September 30, 2010 was due primarily to non-cash add backs including depreciation of $681,000, amortization of intangibles of $2.0 million and an increase in net working capital of $1.7 million.

 

Net cash used in investing activities was $4.9 million the nine months ended September 30, 2011 as compared to net cash provided by investing activities was $1.7 million for the nine months ended September 30, 2010. The primary use of cash for the first nine months of 2011 was for the purchase of $10.0 million in short term investments partially offset by the sale of $5.7 million in short term investments. The primary source and use of cash for the nine months of 2010 came from our sale of short-term investments.  For the remainder of 2011, we are planning for capital expenditures of up to $300,000 related to enhancements to our management information systems and upgraded computer equipment.

 

Net cash provided by financing activities was $18.6 million for the nine months ended September 30, 2011 which is primarily from proceeds from our public stock offering. On March 14, 2011, we completed a public offering of 4,266,500 shares of common stock with a price to the public of $5.75 per share. We issued and sold 3,306,500 shares in the offering and the selling shareholder sold

 

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960,000 shares in the offering. We did not receive any proceeds from the shares sold by the selling shareholder, therefore, such amounts are not reflected in the net cash provided by financing activities for the nine months ended September 30, 2011. Net cash used in financing activities was $2.9 million for the nine months ended September 30, 2010, primarily from the use of $3.0 million of cash during the 2010 period to repay our Incentra acquisition promissory note.

 

On March 31, 2011, we entered into a Credit Agreement with Wells Fargo Bank, NA. The Credit Agreement provides for a line of credit not to exceed $10.0 million for general working capital purposes.  The line of credit is secured by substantially all of our personal property and expires on July 31, 2012.  Borrowings under the line of credit are limited to three times the aggregate of our EBITDA (as defined in the Credit Agreement) for the trailing two fiscal quarters. The Credit Agreement also requires that we have working capital of not less than $15.0 million at each fiscal quarter-end, and certain levels of net income after taxes. As of September 30, 2011, we had no borrowings outstanding on the line of credit and, based on the borrowing base requirements, could borrow the full $10.0 million available.

 

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

 

We have identified our critical accounting policies in our Annual Report on Form 10-K for the fiscal year ended December 31, 2010 in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the heading “Critical Accounting Policies and Estimates.”  There have been no significant changes in theses critical accounting policies for the three and nine months ended September 30, 2011 as compared to those disclosed in the our Annual Report on Form 10-K for the year ended December 31, 2010, except for the changes in revenue recognition as a result of the new accounting standards as described below.

 

Recent Accounting Policy Change

 

In October 2009, the FASB amended Accounting Standards Codifications (“ASC”) as summarized in Accounting Standards Update (“ASU”) No. 2009-14, Software (Topic 985): Certain Revenue Arrangements That Include Software Elements, and ASU No. 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. ASU 2009-14 amends industry specific revenue accounting guidance for software and software related transactions to exclude from its scope tangible products containing software components and non-software components that function together to deliver the product’s essential functionality, or what we refer to as essential software. We also sell non-essential software, which continues to fall under the guidance of SOP 97-2. ASU 2009-13 amends the accounting for multiple-element arrangements to provide guidance on how the deliverables in an arrangement should be separated and eliminates the use of the residual method. ASU 2009-13 also requires an entity to allocate revenue using the relative selling price method.

 

Effective January 1, 2011, we adopted the provisions of ASU 2009-13 and ASU 2009-14 for new and materially modified arrangements originating after January 1, 2011.  The adoption of ASU 2009-13 and ASU 2009-14 was material to our financial results.

 

The following table shows total net revenues as reported with the adoption of ASU 2009-13 and ASU 2009-14 and unaudited total net revenues that would have been reported during the three and nine months ended September 30, 2011 had we not adopted ASU 2009-13 and ASU 2009-14:

 

 

 

As Reported

 

As if the Previous
Accounting Guidance
Was in Effect

 

 

 

In thousands

 

Total net revenues for the three months ended September 30, 2011

 

$

90,140

 

$

71,411

 

 

 

 

 

 

 

Total net revenues for the nine months ended September 30, 2011

 

$

265,315

 

$

240,965

 

 

The above table represents an increase in total net revenues of $18.7 million and $24.4 million for the three and nine months ended September 30, 2011, respectively. The increase in total net revenues was due to the recognition of revenue that would have been previously deferred for multiple-element arrangements, which include hardware, software or other arrangements where the undelivered element is post contract customer support for which we were unable to establish vender-specific objective evidence of fair value of the element. The new standard allows for deliverables for which revenue would have been previously deferred to be separated and recognized as delivered, rather than over the longest service delivery period as a single unit with other elements in the arrangement.

 

For fiscal year 2010 and sales contracts entered into prior to fiscal year 2011, we recognized revenue pursuant to the previous guidance for multiple-element arrangements. Refer to the critical accounting policies in our Annual Report on Form 10-K for the fiscal year ended December 31, 2010 in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the heading “Critical Accounting Policies and Estimates” for a discussion of the previous accounting policy.

 

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Table of Contents

 

We expect the adoptions of ASU 2009-13 and ASU 2009-14 to be material to future periods, however we cannot reasonably estimate the effect of adopting these standards on future financial periods as the impact will vary depending on the nature and volume of new or materially modified arrangements in any given period.

 

Refer to the “Change in Accounting Policy” located in Footnote 1. Basis of Presentation, above for more details regarding the change in accounting principle.

 

Item 3.         Quantitative and Qualitative Disclosures About Market Risk.

 

There have been no material changes since December 31, 2010 in our market risk.  For further information on market risk, refer to Part II, Item 7A, Quantitative and Qualitative Disclosures, in our 2010 Annual Report on Form 10-K.

 

Item 4. Disclosure Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

As of the end of the period covered by this Quarterly Report on Form 10-Q, our management has evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934).  Disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2011.

 

Changes in Internal Control over Financial Reporting

 

On January 1, 2011, we adopted ASU 2009-13 and ASU 2009-14. This represents a material change in internal control over financial reporting since management’s last assessment of our internal controls over financial reporting, which was completed as of December 31, 2010. Subsequent to the adoption, various controls were modified to address the change in our revenue recognition policy and additional compensating controls over financial reporting were established to ensure the accuracy and integrity of our financial statements and related disclosures.

 

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Table of Contents

 

PART II. OTHER INFORMATION

 

Item 1.         Legal Proceedings.

 

We are involved in certain legal actions, all of which have arisen in the ordinary course of business.  Management believes that the ultimate resolution of such matters is unlikely to have a material adverse effect on our consolidated results of operation and/or financial condition.

 

Item 1A.  Risk Factors.

 

Except as provided below, there has not been a material change to the risk factors we previously disclosed in “Part I—Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2010.

 

Our acquisition strategy poses substantial risks.

 

As part of our growth strategy, we made two acquisitions in 2010, one acquisition in October 2011 and plan to continue to pursue acquisitions in the future. We may not be able to identify suitable acquisition candidates or, if suitable candidates are identified, we may not be able to complete the acquisition on commercially acceptable terms. We may need to raise additional equity to consummate future acquisitions, which may not be feasible, could be on terms we do not consider favorable, would cause dilution to existing investors and could adversely affect our stock price.  We also could incur substantial indebtedness in connection with an acquisition, which could decrease the value of our equity. The process of exploring and pursuing acquisition opportunities requires significant management and financial resources, which diverts attention from our core operations.

 

Integration of acquisitions is very challenging and we cannot assure you that any acquisition will increase our revenues, earnings or stock price.  Even if we are able to consummate an acquisition, such as our recent acquisitions, the transaction may present many risks. These risks include, among others: failing to achieve anticipated synergies and revenue increases; difficulty incorporating and integrating the acquired technologies or products with our existing product lines; coordinating, establishing or expanding sales, distribution and marketing functions, as necessary; disruption of our ongoing business and diversion of management’s attention to transition or integration issues; unanticipated and unknown liabilities; the loss of key employees, customers, partners and channel partners of our company or of the acquired company; and difficulties implementing and maintaining sufficient controls, policies and procedures over the systems, products and processes of the acquired company. If we do not achieve the anticipated benefits of our acquisitions as rapidly or to the extent anticipated by our management and financial or industry analysts or if others do not perceive the same benefits of the acquisition as we do, there could be a material, adverse effect on our business, financial condition, results of operations or stock price

 

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

 

None

 

Item 3.  Defaults Upon Senior Securities.

 

None

 

Item 4.  Reserved

 

Item 5.  Other Information

 

None

 

Item 6.  Exhibits

 

The exhibits filed as part of this Quarterly Report on Form 10-Q are listed in the Exhibit Index immediately following the signatures to this report.

 

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Table of Contents

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Dated: November 10, 2011

 

Datalink Corporation

 

 

 

 

 

 

 

 

 

 

By:

/s/ Gregory T. Barnum

 

 

Gregory T. Barnum, Vice President Finance and Chief Financial Officer

 

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Table of Contents

 

EXHIBIT INDEX

 

Exhibit
Number

 

Description

 

 

 

2.1

 

Asset Purchase Agreement dated October 3, 2011, by and between Datalink Corporation and Midwave Corporation (Incorporated by reference to exhibit 2.1 in our Form 8-K filed on October 3, 2011 (File No. 000-29758)).

 

 

 

3.1

 

Amended and Restated Articles of Incorporation of Datalink Corporation (Incorporated by reference to the exhibit of the same number in our Registration Statement on Form S-1, filed on June 3, 1998 (File No. 333-55935)).

 

 

 

3.2

 

Amended and Restated Bylaws of Datalink Corporation (Incorporated by reference to exhibit 3.2 in our Form 8-K filed on February 18, 2011 (File No. 0-29758)).

 

 

 

4.1

 

Form of Common Stock Certificate (Incorporated by reference to exhibit 4.1 in our amended registration statement on Form S-1/A, filed on July 16, 1998 (File No. 333-55935)).

 

 

 

10.1

 

Golden Triangle Industrial Building Lease Agreement dated July 28, 2011 (filed herewith).

 

 

 

10.2

 

Golden Triangle Industrial Building Lease Termination Agreement dated October 3, 2011 (filed herewith).

 

 

 

31.1

 

Certification of Principal Executive Officer pursuant to Rules 13a-14(a) under the Securities Exchange Act of 1934 (filed herewith).

 

 

 

31.2

 

Certification of Principal Financial Officer pursuant to Rules 13a-14(a) under the Securities Exchange Act of 1934 (filed herewith).

 

 

 

32.1

 

Certification of President and Chief Executive Officer pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

 

 

 

32.2

 

Certification of Vice President Financing and Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

 

 

 

101.INS*

 

XBRL Instance Document

 

 

 

101.SCH*

 

XBRL Taxonomy Extension Schema Document

 

 

 

101.CAL*

 

XBRL Taxonomy Extension Calculation Linkbase Document

 

 

 

101.DEF*

 

XBRL Taxonomy Extension Definition Linkbase Document

 

 

 

101.LAB*

 

XBRL Taxonomy Extension Label Linkbase Document

 

 

 

101.PRE*

 

XBRL Taxonomy Extension Presentation Linkbase Document

 


*Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

 

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