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Magma Design Automation 10-Q 2007
UNITED STATES
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| (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, 2007
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 No.: 0-33213

(Exact Name of Registrant as Specified in Its Charter)

| Delaware | 77-0454924 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification Number) |
(Address of Principal Executive Offices)
(Registrants Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (l) 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 at least the past 90 days. Yes x NO o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):
| Large Accelerated Filer o | Accelerated Filer x | Non-accelerated Filer o |
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
On November 1, 2007, 41,378,236 shares of Registrants Common Stock, $.0001 par value were outstanding.
1
| September 30, 2007 |
April 1, 2007 |
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| ASSETS |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents | $ | 45,914 | $ | 45,338 | ||||
| Restricted cash | 261 | 4,997 | ||||||
| Short-term investments | 8,300 | 10,700 | ||||||
| Accounts receivable, net | 36,335 | 41,086 | ||||||
| Prepaid expenses and other current assets | 6,337 | 4,126 | ||||||
| Total current assets | 97,147 | 106,247 | ||||||
| Property and equipment, net | 16,357 | 17,866 | ||||||
| Intangibles, net | 47,762 | 56,874 | ||||||
| Goodwill | 54,301 | 48,499 | ||||||
| Restricted cash | | 4,700 | ||||||
| Deferred tax assets | 6,901 | | ||||||
| Other assets | 5,486 | 5,460 | ||||||
| Total assets | $ | 227,954 | $ | 239,646 | ||||
| LIABILITIES AND STOCKHOLDERS EQUITY |
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| Current liabilities: |
||||||||
| Accounts payable | $ | 4,419 | $ | 7,442 | ||||
| Accrued expenses | 26,233 | 53,254 | ||||||
| Deferred revenue | 27,635 | 28,417 | ||||||
| Convertible notes, current | 15,216 | | ||||||
| Total current liabilities | 73,503 | 89,113 | ||||||
| Convertible notes, long-term, net of debt discount of $1,755 and $2,078 at September 30, 2007 and April 1, 2007, respectively | 48,184 | 63,077 | ||||||
| Line of credit | | 3,000 | ||||||
| Long-term tax liabilities | 11,590 | | ||||||
| Other long-term liabilities | 2,292 | 1,689 | ||||||
| Total liabilities | 135,569 | 156,879 | ||||||
| Commitments and contingencies (Note 11) |
||||||||
| Stockholders equity: |
||||||||
| Common stock | 4 | 4 | ||||||
| Additional paid-in capital | 338,890 | 310,825 | ||||||
| Accumulated deficit | (216,124 | ) | (197,808 | ) | ||||
| Treasury stock | (28,517 | ) | (29,162 | ) | ||||
| Accumulated other comprehensive loss | (1,868 | ) | (1,092 | ) | ||||
| Total stockholders equity | 92,385 | 82,767 | ||||||
| Total liabilities and stockholders equity | 227,954 | 239,646 | ||||||
See accompanying notes to unaudited condensed consolidated financial statements.
3
| Three Months Ended | Six Months Ended | |||||||||||||||
| September 30, 2007 |
October 1, 2006 |
September 30, 2007 |
October 1, 2006 |
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| Revenue: |
||||||||||||||||
| Licenses | $ | 35,637 | $ | 24,035 | $ | 67,626 | $ | 47,154 | ||||||||
| Bundled licenses and services | 9,217 | 10,824 | 18,874 | 22,245 | ||||||||||||
| Services | 8,639 | 7,103 | 17,158 | 13,522 | ||||||||||||
| Total revenue | 53,493 | 41,962 | 103,658 | 82,921 | ||||||||||||
| Cost of revenue: |
||||||||||||||||
| Licenses | 4,603 | 5,663 | 9,927 | 10,992 | ||||||||||||
| Bundled licenses and services | 2,117 | 3,356 | 4,541 | 6,839 | ||||||||||||
| Services | 5,254 | 4,192 | 10,100 | 7,946 | ||||||||||||
| Total cost of revenue | 11,974 | 13,211 | 24,568 | 25,777 | ||||||||||||
| Gross profit | 41,519 | 28,751 | 79,090 | 57,144 | ||||||||||||
| Operating expenses: |
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| Research and development | 18,355 | 15,608 | 37,025 | 31,057 | ||||||||||||
| Sales and marketing | 18,645 | 14,567 | 35,547 | 28,414 | ||||||||||||
| General and administrative | 7,533 | 8,211 | 15,867 | 20,006 | ||||||||||||
| Amortization of intangible assets | 2,039 | 2,922 | 4,066 | 5,812 | ||||||||||||
| In-process research and development | 656 | | 656 | | ||||||||||||
| Restructuring charges | | | 291 | | ||||||||||||
| Total operating expenses | 47,228 | 41,308 | 93,452 | 85,289 | ||||||||||||
| Operating loss | (5,709 | ) | (12,557 | ) | (14,362 | ) | (28,145 | ) | ||||||||
| Other income (expense): |
||||||||||||||||
| Interest income | 489 | 671 | 948 | 1,558 | ||||||||||||
| Interest expense | (599 | ) | (133 | ) | (1,256 | ) | (308 | ) | ||||||||
| Gain on extinguishment of debt | | | | 4,809 | ||||||||||||
| Other income (expense), net | 796 | (493 | ) | 69 | (599 | ) | ||||||||||
| Other income (expense), net | 686 | 45 | (239 | ) | 5,460 | |||||||||||
| Net loss before income taxes | (5,023 | ) | (12,512 | ) | (14,601 | ) | (22,685 | ) | ||||||||
| Provision (benefit) for income taxes | 1,372 | (91 | ) | 3,063 | 770 | |||||||||||
| Net loss before cumulative effect of change in accounting principle | (6,395 | ) | (12,421 | ) | (17,664 | ) | (23,455 | ) | ||||||||
| Cumulative effect of change in accounting principle | | | | 321 | ||||||||||||
| Net loss | $ | (6,395 | ) | $ | (12,421 | ) | $ | (17,664 | ) | $ | (23,134 | ) | ||||
| Net loss per common share before cumulative effect of change in accounting principle, basic and diluted | $ | (0.16 | ) | $ | (0.34 | ) | $ | (0.45 | ) | $ | (0.65 | ) | ||||
| Net loss per common share, basic and diluted | $ | (0.16 | ) | $ | (0.34 | ) | $ | (0.45 | ) | $ | (0.64 | ) | ||||
| Shares used in calculation, basic and diluted | 39,919 | 36,140 | 39,383 | 35,900 | ||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
4
| Six Months Ended | ||||||||
| September 30, 2007 |
October 1, 2006 |
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| Cash flows from operating activities: |
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| Net loss | $ | (17,664 | ) | $ | (23,134 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
| Cumulative effect of change in accounting principle | | (321 | ) | |||||
| Depreciation and amortization | 5,163 | 5,149 | ||||||
| Amortization of intangible assets | 15,428 | 20,548 | ||||||
| In-process research and development | 656 | | ||||||
| Provision for (recovery from) doubtful accounts | (55 | ) | 41 | |||||
| Amortization of debt discount and debt issuance costs | 574 | 249 | ||||||
| Loss on strategic equity investments | 380 | 308 | ||||||
| Gain on extinguishment of debt | | (4,809 | ) | |||||
| Stock-based compensation | 10,042 | 9,013 | ||||||
| Income tax benefit associated with exercise of stock options and debt issuance costs |
21 | | ||||||
| Other non-cash items | 1 | 3 | ||||||
| Change in operating assets and liabilities, net of effect of acquisitions: |
||||||||
| Accounts receivable | 4,017 | 538 | ||||||
| Prepaid expenses and other assets | (2,161 | ) | (1,076 | ) | ||||
| Accounts payable | (1,883 | ) | 942 | |||||
| Accrued expenses | (18,206 | ) | (5,667 | ) | ||||
| Deferred revenue | (887 | ) | 5,494 | |||||
| Long-term tax liabilities | 1,067 | | ||||||
| Other long-term liabilities | 38 | (109 | ) | |||||
| Net cash provided by (used in) operating activities | (3,469 | ) | 7,169 | |||||
| Cash flows from investing activities: |
||||||||
| Purchase of intangible assets | (6,994 | ) | (6,793 | ) | ||||
| Purchase of property and equipment | (3,991 | ) | (1,504 | ) | ||||
| Purchase of short-term investments | (14,693 | ) | (9,292 | ) | ||||
| Proceeds from sale and maturities of short-term investments | 17,100 | 34,010 | ||||||
| Purchase of strategic equity investments | (1,275 | ) | (900 | ) | ||||
| Restricted cash | 4,850 | | ||||||
| Net cash provided by (used in) investing activities | (5,003 | ) | 15,521 | |||||
| Cash flows from financing activities: |
||||||||
| Proceeds from issuance of common stock, net | 13,633 | 3,579 | ||||||
| Repurchase of convertible notes | | (35,000 | ) | |||||
| Repayment of lease obligation | (1,114 | ) | (601 | ) | ||||
| Repayment of line of credit | (3,000 | ) | | |||||
| Retirement of restricted stock | (394 | ) | (329 | ) | ||||
| Other financing activities | (83 | ) | | |||||
| Net cash provided by (used in) financing activities | 9,042 | (32,351 | ) | |||||
| Effect of foreign currency translation on cash and cash equivalents | 6 | (337 | ) | |||||
| Net increase (decrease) in cash and cash equivalents | 576 | (9,998 | ) | |||||
| Cash and cash equivalents at beginning of period | 45,338 | 58,550 | ||||||
| Cash and cash equivalents at end of period | $ | 45,914 | $ | 48,552 | ||||
| Supplemental disclosure: |
||||||||
| Non-cash investing and financing activities: |
||||||||
| Deferred stock-based compensation | $ | | $ | 514 | ||||
| Issuance of common stock in connection with asset purchase | $ | 5,258 | $ | 4,411 | ||||
| Purchase of fixed assets under capital leases | $ | 1,975 | $ | 1,596 | ||||
| Common stock received from termination of hedge and warrants in connection with repurchase of convertible notes |
$ | | $ | 102 | ||||
See accompanying notes to unaudited condensed consolidated financial statements.
5
The interim unaudited condensed consolidated financial statements included herein have been prepared by Magma Design Automation, Inc. (Magma or the Company), pursuant to the rules and regulations of the United States Securities and Exchange Commission (SEC). Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, pursuant to these rules and regulations. However, management believes that the disclosures are adequate to ensure that the information presented is not misleading. The interim unaudited condensed consolidated financial statements reflect, in the opinion of management, all adjustments necessary (consisting only of normal recurring adjustments) to present a fair statement of results for the interim periods presented. The operating results for any interim period are not necessarily indicative of the results that may be expected for the entire fiscal year ending April 6, 2008. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Companys Form 10-K for the year ended April 1, 2007, as filed with the SEC on June 6, 2007. The accompanying unaudited condensed consolidated balance sheet at April 1, 2007 is derived from audited consolidated financial statements at that date.
Preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Management periodically evaluates such estimates and assumptions for continued reasonableness. Appropriate adjustments, if any, to the estimates used are made prospectively based upon such periodic evaluation. Actual results could differ from those estimates.
The consolidated financial statements of Magma include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated. Accounts denominated in foreign-currency have been translated from their functional currency to the U.S. dollar.
Certain amounts in the prior year financial statements have been reclassified to conform to the current year presentation. Specifically, the Company modified its revenue and cost of revenue presentation in its unaudited condensed consolidated statements of operations and, accordingly, the related amounts reported in the unaudited condensed consolidated statements of operations for the fiscal 2007 periods have been reclassified to conform to the current period presentation.
The Company has a 52-53 week fiscal year ending on the first Sunday subsequent to March 31. The Companys fiscal years consist of four quarters of 13 weeks each except for each fifth or sixth fiscal year, which includes one quarter with 14 weeks. All references to years or quarters in these notes to consolidated financial statements represent fiscal years or fiscal quarters, respectively, unless otherwise noted.
In June 2007, the Financial Accounting Standards Board (FASB) ratified a consensus opinion reached by the Emerging Issues Task Force (EITF) on EITF Issue 07-3, Accounting for Nonrefundable Advance Payments for Goods or Services Received for Use in Future Research and Development Activities. The guidance in EITF 07-3 requires the Company to defer and capitalize nonrefundable advance payments made for goods or services to be used in research and development activities until the goods have been delivered or the related services have been performed. If the goods are no longer expected to be delivered nor the services expected to be performed, the Company would be required to expense the related capitalized advance payments. The consensus in EITF 07-3 is effective for fiscal years, and interim periods within those fiscal years,
6
beginning after December 15, 2007 and is to be applied prospectively to new contracts entered into on or after December 15, 2007. Early adoption is not permitted. Retrospective application of EITF 07-3 is also not permitted. The Company intends to adopt EITF 07-3 effective January 1, 2008 and does not expect that the adoption of EITF 07-3 will have a material impact on its consolidated financial position or results of operations.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 applies only to other accounting pronouncements that require or permit fair value measurements. SFAS 157 is effective for fiscal years beginning after November 15, 2007. The Company is in the process of evaluating the impact of the adoption of this statement on its consolidated financial position or results of operations.
In February 2007, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. SFAS 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. SFAS 159 is effective for fiscal years beginning after November 15, 2007. The Company is in the process of evaluating the impact of the adoption of this statement on its consolidated financial position or results of operations.
On April 3, 2006, the Company adopted the provisions of SFAS No. 123 (revised 2004), Share-Based Payment (SFAS 123R) which requires the fair value recognition of share-based payment arrangements. The stock-based compensation recognized in the unaudited condensed consolidated statements of operations was as follows (in thousands):
| Three Months Ended | Six Months Ended | |||||||||||||||
| September 30, 2007 |
October 1, 2006 |
September 30, 2007 |
October 1, 2006 |
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| Cost of revenue | $ | 439 | $ | 344 | $ | 868 | $ | 686 | ||||||||
| Research and development expense | 1,947 | 1,593 | 3,879 | 3,607 | ||||||||||||
| Sales and marketing expense | 1,293 | 983 | 2,515 | 2,253 | ||||||||||||
| General and administrative expense | 1,384 | 1,200 | 2,780 | 2,467 | ||||||||||||
| Total stock-based compensation expense | $ | 5,063 | $ | 4,120 | $ | 10,042 | $ | 9,013 | ||||||||
7
The Company has adopted several stock incentive plans providing stock-based awards to employees, directors, advisors and consultants, including stock options, restricted stock and restricted stock units. The Company also has an Employee Stock Purchase Plan (ESPP), which enables employees to purchase shares of the Companys common stock. Stock-based compensation expense by type of award was as follows (in thousands):
| Three Months Ended | Six Months Ended | |||||||||||||||
| September 30, 2007 |
October 1, 2006 |
September 30, 2007 |
October 1, 2006 |
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| Stock options | $ | 2,681 | $ | 2,723 | $ | 5,516 | $ | 5,746 | ||||||||
| Restricted stock and restricted stock units | 1,508 | 851 | 3,091 | 2,000 | ||||||||||||
| Employee stock purchase plan | 874 | 546 | 1,435 | 1,267 | ||||||||||||
| Total stock-based compensation expense | $ | 5,063 | $ | 4,120 | $ | 10,042 | $ | 9,013 | ||||||||
The Company uses the Black-Scholes option pricing model to determine the fair value of its stock options and ESPP awards. The Black-Scholes option pricing model incorporates various highly subjective assumptions including expected future stock price volatility and expected terms of instruments. The Company established the expected term for employee options and awards, as well as forfeiture rates, based on the historical settlement experience, while giving consideration to vesting schedules and to options that have life cycles less than the contractual terms. Assumptions for option exercises and pre-vesting terminations of options were stratified for employee groups with sufficiently distinct behavior patterns. Expected future stock price volatility was developed based on the average of the Companys historical weekly stock price volatility and average implied volatility. The risk-free interest rate for the period within the expected life of the option is based on the yield of United States Treasury notes at the time of grant. The expected dividend yield used in the calculation is zero as the Company has not historically paid dividends.
The weighted average assumptions used in the Black-Scholes model and the weighted average grant date fair value per share were as follows:
| Three Months Ended | Six Months Ended | |||||||||||||||
| September 30, 2007 | October 1, 2006 |
September 30, 2007 | October 1, 2006 |
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| Stock options: |
||||||||||||||||
| Expected life (years) | 4.04 | 3.96 | 4.17 | 4.16 | ||||||||||||
| Volatility | 41 | % | 51 | % | 39 - 41 | % | 50 - 51 | % | ||||||||
| Risk-free interest rate | 4.13 - 4.90 | % | 4.61 - 4.92 | % | 4.13 - 4.91 | % | 4.61 - 5.15 | % | ||||||||
| Expected dividend yield | 0 | % | 0 | % | 0 | % | 0 | % | ||||||||
| Weighted average grant date fair value | $ | 5.37 | $ | 3.69 | $ | 4.92 | $ | 3.56 | ||||||||
| ESPP awards: |
||||||||||||||||
| Expected life (years) | 1.13 | 1.13 | 1.13 | 1.13 | ||||||||||||
| Volatility | 39 | % | 51 | % | 39 - 41 | % | 50 - 51 | % | ||||||||
| Risk-free interest rate | 4.80 | % | 5.10 | % | 4.80 - 4.91 | % | 5.10 - 5.11 | % | ||||||||
| Expected dividend yield. | 0 | % | 0 | % | 0 | % | 0 | % | ||||||||
| Weighted average grant date fair value | $ | 4.99 | $ | 2.64 | $ | 4.54 | $ | 2.65 | ||||||||
8
As of September 30, 2007, there was approximately $19.7 million and $4.8 million of unrecognized stock-based compensation expense, net of estimated forfeitures, related to stock option grants and ESPP awards, which will be recognized over the remaining weighted average vesting period of approximately 2.44 years and 1.00 year, respectively.
The cost of restricted stock and restricted stock unit awards is determined using the fair value of the Companys common stock on the date of the grant, and compensation expense is recognized over the vesting period, which is generally two to four years. As of September 30, 2007, there was approximately $5.3 million and $1.0 million of unrecognized stock-based compensation expense, net of estimated forfeitures, related to restricted stock and restricted stock unit awards, respectively, which will be recognized over the remaining weighted average vesting period of approximately 1.32 years and 1.80 years, respectively.
The Company computes net income (loss) per share in accordance with SFAS No. 128, Earnings per Share. Basic net income (loss) per share is computed by dividing net income attributable to common stockholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted net income per share gives effect to all dilutive potential common shares outstanding during the period including stock options and redeemable convertible subordinated notes using the if-converted method.
For the three and six months ended September 30, 2007 and October 1, 2006, all potential common shares outstanding during the period were excluded from the computation of diluted net loss per share as their effect was anti-dilutive. Such shares included the following (in thousands, except per share data):
| Three and Six Months Ended | ||||||||
| September 30, 2007 |
October 1, 2006 |
|||||||
| Shares of common stock issuable upon conversion of convertible notes |
3,995 | 2,850 | ||||||
| Shares of common stock issuable under stock option plans outstanding |
12,425 | 11,111 | ||||||
| Weighted average exercise price of shares issuable under stock option plans |
$ | 10.52 | $ | 9.89 | ||||
The changes in accumulated deficit for the three and six months ended September 30, 2007 were as follows (in thousands):
| Three Months Ended September 30, 2007 |
Six Months Ended September 30, 2007 |
|||||||
| Balance at beginning of period | $ | (209,669 | ) | $ | (197,808 | ) | ||
| Net loss | (6,395 | ) | (17,664 | ) | ||||
| Charges related to treasury stock reissuance | (60 | ) | (150 | ) | ||||
| Effect of FIN 48 adoption | | (502 | ) | |||||
| Balance at September 30, 2007 | $ | (216,124 | ) | $ | (216,124 | ) | ||
9
Comprehensive income (loss) includes net loss, unrealized gain (loss) on investments and foreign currency translation adjustments as follows (in thousands):
| Three Months Ended | Six Months Ended | |||||||||||||||
| September 30, 2007 | October 1, 2006 |
September 30, 2007 | October 1, 2006 |
|||||||||||||
| Net loss | $ | (6,395 | ) | $ | (12,421 | ) | $ | (17,664 | ) | $ | (23,134 | ) | ||||
| Unrealized gain (loss) on available-for-sale investments | 5 | (35 | ) | 7 | 22 | |||||||||||
| Foreign currency translation adjustments | (1,125 | ) | 143 | (783 | ) | (53 | ) | |||||||||
| Comprehensive loss | $ | (7,515 | ) | $ | (12,313 | ) | $ | (18,440 | ) | $ | (23,165 | ) | ||||
Components of accumulated other comprehensive loss was as follows (in thousands):
| September 30, 2007 | April 1, 2007 | |||||||
| Unrealized loss on available-for-sale investments | $ | | $ | (7 | ) | |||
| Foreign currency translation adjustments | (1,868 | ) | (1,085 | ) | ||||
| Accumulated other comprehensive loss | $ | (1,868 | ) | $ | (1,092 | ) | ||
On September 19, 2007, the Company acquired the remaining 82% ownership interest of Rio (82% step acquisition) which it did not already own. Rio is an emerging electronic design automation (EDA) software company that provides package-aware chip design software. Rios software allows designers to analyze and optimize integrated circuit design within the context of the package and electronic system, further expanding the Companys product offering.
The purchase price for the 82% step acquisition totaled $4.9 million, which consisted of $602,000 in cash, approximately 287,300 shares of the Companys common stock valued at $3.9 million, and transaction costs of $369,000. The valuation of the Companys common stock issued in connection with the acquisition was based on the average closing price per share of the stock for the ten days before the signing date of the definitive merger agreement. The Company held back approximately 46,900 shares of Magma common stock valued at $638,000 to secure certain indemnification obligations of Rio that may arise for a 12-month period from the date of the acquisition. The results of operations of Rio have been included in the Companys results of operations since the acquisition date. Pro forma information has not been provided as the effects of the acquisition do not materially change the Companys results of operations.
The 82% step acquisition was accounted for as a business combination in accordance with SFAS No. 141, Business Combinations. The purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values. The excess of the purchase price over the estimated fair value of the net assets acquired was allocated to goodwill. The goodwill totaling $3.1 million is not expected to be deductible for income tax purposes. Prior to the acquisition, Magmas existing investment in Rio was accounted for under the equity method since the Company had significant influence on Rios operating or financial decisions. The value of the existing investment in Rio was based on the carrying value of approximately $220,000 as of September 19, 2007, and was allocated to the book value of the assets and liabilities previously owned. This resulted in the recognition of goodwill totaling $395,000 which is attributable to the
10
original 18% ownership in Rio and was included in other assets on the Companys consolidated balance sheets prior to September 19, 2007. The goodwill is not expected to be deductible for income tax purposes.
A summary of the purchase price allocation pertaining to the Rio acquisition as of September 19, 2007 and the amortization periods of the intangible assets acquired is as follows (in thousands):
| 18% Existing Investment at Book Value | 82% Step Acquisition at Fair Value |
Total | ||||||||||
| Allocation of purchase price: |
||||||||||||
| Assets acquired: |
||||||||||||
| Current assets | $ | 12 | $ | 24 | $ | 36 | ||||||
| Property, plant and equipment | 11 | | 11 | |||||||||
| Intangible assets |
||||||||||||
| Developed technology | | 819 | 819 | |||||||||
| Customer relationship or base | | 1,065 | 1,065 | |||||||||
| In-process research and development | | 656 | 656 | |||||||||
| Goodwill | 395 | 3,088 | 3,483 | |||||||||
| Total assets acquired | 418 | 5,652 | 6,070 | |||||||||
| Liabilities assumed: |
||||||||||||
| Current liabilities | 198 | 774 | 972 | |||||||||
| Net assets acquired | $ | 220 | $ | 4,878 | $ | 5,098 | ||||||
| Amortization period of intangibles (in years) |
||||||||||||
| Developed technology | 5 | |||||||||||
| Customer relationship or base | 7 8 | |||||||||||
The value assigned to developed technology was based upon future discounted cash flows related to the existing products projected income streams using a discount rate of 17%. The Company believes these rates were appropriate given the business risks inherent in marketing and selling these products. Factors considered in estimating the discounted cash flows to be derived from the existing technology include risks related to the characteristics and applications of the technology, existing and future markets and an assessment of the age of the technology within its life span. The cash flows generated by customer relationship or base were valued using discount rates ranging from 19% to 20%.
The $656,000 portion of the purchase price allocated to in process research and development (IPR&D) was recognized as a charge to operating expenses on the acquisition date. The in-process technology acquired from Rio is at a stage of development that requires further research and development to determine technical feasibility and commercial viability and they have no future alternative use. The valuation method used to value IPR&D is a form of discounted cash flow method commonly known as the excess earnings method. This approach is a widely recognized appraisal method and is commonly used to value technology assets. The value of the in-process technology is the sum of the discounted expected future cash flows attributable to the in-process technology, taking into consideration the costs to complete the products utilizing this technology, utilization of pre-existing technology, the risks related to the characteristics and applications of the technology, existing and future markets and the technological risk associated with completing the development of the technology. The cash flow derived from the in-process technology was discounted at a rate of 21%. The Company believes the rate used was appropriate given the risks associated with the technology for which
11
commercial feasibility had not been established and there was no alternative use. The percentage of completion for in-process technology project acquired was 32%, and was an average of the percentage of completion based on costs and time. The cost-based percentage of completion was determined by identifying the total expenses incurred to date for the project as a ratio of the total expenses expected to be incurred to bring the project to technical and commercial feasibility. The time-based percentage of completion was determined by identifying the elapsed time invested in the project as a ratio of the total time required to bring the project to technical and commercial feasibility. Schedules were based on managements estimate of tasks completed and the tasks to be completed to bring the project to technical and commercial feasibility. The in-process technology projects currently are expected to be completed during the fourth quarter of fiscal year 2009.
Development of in-process technology remains a substantial risk to the Company due to a variety of factors including the remaining effort to achieve technical feasibility, rapidly changing customer requirements and competitive threats from other companies and technologies. Additionally, the value of other intangible assets acquired may become impaired. The value of the in-process research and development, as well as the value of other intangible assets, was estimated by the management with the assistance of an independent appraisal firm, based on input from the Company and the acquired companys management, using valuation methods that are in accordance with the generally accepted accounting principles.
On April 13, 2007, the Company acquired certain assets from a privately-held developer of EDA technology. Pursuant to the asset purchase agreement, the Company paid total consideration of $200,000 in cash. Based on managements estimates and appraisal, the $200,000 consideration was allocated to patents and intellectual property, which was included in the intangible asset balance on the Companys consolidated balance sheet as of September 30, 2007, and is being amortized over the estimated economic life of three years.
For a number of Magmas acquisitions, the asset purchase or merger agreements, as applicable, included an earnout provision under which the Company may pay contingent consideration in cash and/or stock based on the achievement of certain technology or financial milestones as outlined in the respective asset purchase or merger agreement.
For the six months ended September 30, 2007, the Company recorded $4.1 million of intangible assets and $2.8 million of goodwill resulting from contingent consideration that was paid or became payable to stockholders of acquired companies as follows (in thousands):
| Cash | Common Stock Value | |||||||
| Goodwill: |
||||||||
| ACAD Corporation | $ | 2,806 | $ | | ||||
| Intangible assets: |
||||||||
| Mojave, Inc | 1,353 | 1,352 | ||||||
| Other | 1,400 | | ||||||
| Total earnout consideration | $ | 5,559 | $ | 1,352 | ||||
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The following table summarizes the components of goodwill, intangible assets and related accumulated amortization balances as of September 30, 2007 and April 1, 2007 (dollars in thousands):
| Weighted Average Life (Months) | September 30, 2007 | April 1, 2007 | ||||||||||||||||||||||||||
| Gross Carrying Amount |
Accumulated Amortization | Net Carrying Amount |
Gross Carrying Amount |
Accumulated Amortization | Net Carrying Amount |
|||||||||||||||||||||||
| Goodwill | $ | 54,301 | $ | | $ | 54,301 | $ | 48,499 | $ | | $ | 48,499 | ||||||||||||||||
| Intangible assets: |
||||||||||||||||||||||||||||
| Developed technology | 40 | $ | 108,389 | $ | (75,432 | ) | $ | 32,957 | $ | 104,464 | $ | (64,229 | ) | $ | 40,235 | |||||||||||||
| Licensed technology | 39 | 40,093 | (31,981 | ) | 8,112 | 39,093 | (29,667 | ) | 9,426 | |||||||||||||||||||
| Customer relationship or base | 42 | 4,375 | (1,985 | ) | 2,390 | 3,310 | (1,631 | ) | 1,679 | |||||||||||||||||||
| Patents | 58 | 13,015 | (9,900 | ) | 3,115 | 12,690 | (8,615 | ) | 4,075 | |||||||||||||||||||
| Acquired customer contracts | 25 | 1,390 | (1,090 | ) | 300 | 1,390 | (1,069 | ) | 321 | |||||||||||||||||||
| Assembled workforce | 45 | 1,252 | (1,099 | ) | 153 | 1,252 | (976 | ) | 276 | |||||||||||||||||||
| No shop right | 24 | 100 | (100 | ) | | 100 | (100 | ) | | |||||||||||||||||||
| Non-competition agreements | 22 | 500 | (239 | ) | 261 | 500 | (156 | ) | 344 | |||||||||||||||||||
| Trademark | 20 | 900 | (426 | ) | 474 | 900 | (382 | ) | 518 | |||||||||||||||||||
| Total | $ | 170,014 | $ | (122,252 | ) | $ | 47,762 | $ | 163,699 | $ | (106,825 | ) | $ | 56,874 | ||||||||||||||
In addition to the transactions discussed in Note 6 Acquisitions, during the six months ended September 30, 2007, the Company reduced its goodwill by $0.4 million, reflecting purchase price adjustments related to an acquisition for tax benefits recognized on acquired net operating loss carryforwards.
The Company has included the amortization expense on intangible assets that relate to products sold in cost of revenue, while the remaining amortization is shown as a separate line item on the Companys consolidated statement of operations. The amortization expense related to intangible assets was as follows (in thousands):
| Three Months Ended | Six Months Ended | |||||||||||||||
| September 30, 2007 | October 1, 2006 |
September 30, 2007 | October 1, 2006 |
|||||||||||||
| Amortization of intangible assets included in: |
||||||||||||||||
| Cost of revenuelicenses |
$ | 4,089 | $ | 5,584 | $ | 9,301 | $ | 10,738 | ||||||||
| Cost of revenue bundled licenses and services | 838 | 1,986 | 2,060 | 3,998 | ||||||||||||
| Operating expenses | 2,039 | 2,922 | 4,067 | 5,812 | ||||||||||||
| Total | $ | 6,966 | $ | 10,492 | $ | 15,428 | $ | 20,548 | ||||||||
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The expected future annual amortization expense of intangible assets is as follows (in thousands):
| Fiscal Year | Estimated Amortization Expense |
|||
| 2008 (remaining six months) | $ | 14,166 | ||
| 2009 | 23,853 | |||
| 2010 | 4,930 | |||
| 2011 | 2,673 | |||
| 2012 | 1,267 | |||
| Thereafter | 873 | |||
| Total expected future amortization | $ | 47,762 | ||
On May 22, 2003, the Company completed an offering of $150.0 million principal amount of the 2008 Notes due May 15, 2008 to qualified buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, resulting in net proceeds to the Company of approximately $145.1 million. The 2008 Notes do not bear coupon interest and were initially convertible into shares of the Companys common stock at a conversion price of $22.86 per share, for an aggregate of 6,561,680 shares. The 2008 Notes are subordinated to the Companys existing and future senior indebtedness and effectively subordinated to all indebtedness and other liabilities of the Companys subsidiaries. The Company paid approximately $4.5 million in transaction fees to the underwriters of the offering and approximately $0.4 million in other debt issuance costs. The Company is amortizing the transaction fees and issuance costs over the life of the 2008 Notes using the effective interest method.
In order to minimize the dilutive effect from the issuance of the 2008 Notes, the Company undertook the following additional transactions concurrent with the issuance of the Notes:
| | The Company repurchased approximately 1.1 million shares of its common stock at a price of $18.00 per share, or approximately $20.0 million, from one of the initial purchasers of the 2008 Notes, and those shares were retired as of May 30, 2003. |
| | The Company and Credit Suisse First Boston International (CSFB International) entered into convertible bond hedge and warrant transactions with respect to the Companys common stock, the exposure for which is held by CSFB International. Under the convertible bond hedge arrangement, CSFB International agreed to sell to the Company, for $22.86 per share, up to 6,561,680 shares of Magma common stock to cover the Companys obligation to issue shares upon conversion of the Notes. In addition, the Company issued CSFB International a warrant to purchase up to 6,561,680 shares of common stock for a purchase price of $31.50 per share. Purchases and sales under this arrangement may be made only upon expiration of the 2008 Notes or their earlier conversion (to the extent thereof). Both transactions may be settled at the Companys option either in cash or net shares, and will expire on the earlier of a conversion event or the maturity of the convertible debt on May 15, 2008. The transactions are expected to reduce the potential dilution from conversion of the 2008 Notes. |
The net cost of $20.3 million incurred in connection with these arrangements, which consisted of the $56.2 million cost of the convertible bond hedge, offset in part by the $35.9 million proceeds from the issuance of the warrant, was presented in stockholders equity as a reduction of additional paid-in-capital, in accordance with the guidance in Emerging Issues Task Force Issue No. 00-19,
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Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Companys Own Stock. If the contracts are ultimately settled in a manner that results in the Company delivering or receiving cash, the amount of cash paid or received should be reported as a reduction of, or an addition to, stockholders equity. The shares issuable under these arrangements were excluded from the calculation of earnings per share as their effect was anti-dilutive.
In May 2005, the Company repurchased, in privately negotiated transactions, in an aggregate principal amount of $44.5 million (or approximately 29.7% of the total) of the 2008 Notes at an average discount to face value of approximately 22%. The Company spent approximately $34.8 million on the repurchase. The repurchase left approximately $105.5 million principal amount of the 2008 Notes outstanding. In addition, a portion of the hedge and warrant transactions was terminated in connection with the repurchase. In fiscal 2006, the Company recorded a gain of $9.7 million on the repurchase of the 2008 Notes, which was partially offset by the write-off of $0.9 million of deferred financing costs associated with the 2008 Notes. The net proceeds of $140,000 from the termination of a portion of the hedge and warrant were charged to additional paid-in capital.
In May 2006, the Company repurchased, in privately negotiated transactions, in an aggregate principal amount of $40.3 million (or approximately 38.2% of the remaining principal) of the 2008 Notes at an average discount to face value of approximately 13%. The Company spent approximately $35.0 million on the repurchases. The repurchase left approximately $65.2 million principal amount of the 2008 Notes outstanding. In addition, a portion of the hedge and warrant transactions was terminated in connection with the repurchase. In the first quarter of fiscal 2007, the Company recorded a gain of $5.3 million on the repurchase, which was partially offset by the write-off of $0.5 million of deferred financing costs associated with the 2008 Notes. The Company received 14,467 shares of Magma common stock, valued at approximately $102,000, as settlement for termination of a portion of the hedge and warrant in connection with the repurchase. The amount was charged to additional paid-in-capital.
In March 2007, the Company exchanged, in privately negotiated transactions, an aggregate principal amount of $49.9 million (or approximately 76.7% of the remaining principal) of the 2008 Notes for a new series of 2% convertible senior notes due May 2010. The exchange left approximately $15.2 million principal amount of the 2008 Notes outstanding. In the fourth quarter of fiscal 2007, the Company recorded a gain of $2.1 million on the exchange, which was partially offset by the write-off of $0.4 million of deferred financing costs associated with the 2008 Notes. Please see below under Long-Term: 2% Convertible Senior Notes due 2010 for further discussion of the exchange. In addition, a portion of the hedge and warrant was terminated in connection with the exchange. The net proceeds of $88,000 from the termination of a portion of the hedge and warrant were charged to additional paid-in capital.
The $15.2 million principal amount of the 2008 Notes was included in current liabilities on the Companys unaudited condensed balance sheets as of September 30, 2007, as the 2008 Notes became payable within one year. Similarly, the related $55,000 unamortized balance of transaction fees and debt issuance costs was included in current assets on the Companys unaudited condensed balance sheets as of September 30, 2007. The shares issuable on the conversion of the 2008 Notes are included in fully diluted shares outstanding under the if-converted method of accounting for purposes of calculating diluted earnings per share.
In March 2007, the Company exchanged, in privately negotiated transactions, an aggregate principal amount of $49.9 million of the 2008 Notes for an equal aggregate principal amount of the 2010 Notes. The 2010 Notes mature on May 15, 2010 and bear interest at 2% per annum, with interest payable on May 15 and November 15 of each year, commencing May 15, 2007. The 2010 Notes are unsecured senior indebtedness of Magma, which rank senior in right of payment to the 2008 Notes and junior in right of payment to Magmas revolving line of credit facility. In addition, after May 20, 2009, the Company will have the option to redeem
15
the 2010 Notes for cash in an amount equal to 100% of the aggregate outstanding principal amount at the time of such redemption. The 2010 Notes also contain a net share settlement provision which allows the Company, at its option, in lieu of delivery of some or all of the shares of common stock otherwise issuable upon conversion of the 2010 Notes, to pay holders of the 2010 Notes in cash for all or a portion of the principal amount of the converted 2010 Notes and any amounts in excess of the principal amount which are due.
The 2010 Notes will be convertible upon the occurrence of certain conditions into shares of Magma common stock at an initial conversion price of $15.00 per share, which is equivalent to an initial conversion rate of approximately 66 shares per $1,000 principal amount of 2010 Notes. The conversion price and the conversion rate will adjust automatically upon certain dilution events. The 2010 Notes are convertible into shares of Magma common stock on or prior to maturity at the option of the holders upon the occurrence of certain change of control events. Conversions under these circumstances require Magma to pay a premium make-whole amount whereby the conversion rate on the 2010 Notes may be increased by up to 22 shares. The premium make-whole amount shall be paid in shares of common stock upon any such automatic conversion, subject to Magmas option for net share settlement.
The 2010 Notes shall also be convertible at the option of the holders at such time as: (i) the closing price of Magma common stock exceeds 150% of the conversion price of the 2010 Notes, initially $15.00, for 20 out of 30 consecutive trading days; (ii) the trading price per $1,000 principal amount of 2010 Notes is less than 98% of the product of (x) the average price of common stock for each day during any five consecutive trading day period and (y) the conversion rate per $1,000 principal amount of 2010 Notes; (iii) Magma distributes to all holders of common stock rights or warrants entitling them to purchase additional shares of common stock at less than the closing price of common stock on March 5, 2007; (iv) Magma distributes to all holders of common stock any form of dividend which has a per share value exceeding 7.5% of the price of the common stock on the day prior to such date of distribution; (v) the period beginning 60 days prior to May 15, 2010; (vi) there has been a designated change of control of Magma; or (vii) the 2010 Notes have been called for redemption by Magma. Any such conversions shall not entitle the holders of the 2010 Notes to any premium make-whole payment by Magma.
The exchange offer was treated as an extinguishment of the 2008 Notes in accordance with EITF 96-19, Debtors Accounting for a Modification or Exchange of Debt Instruments, as amended by EITF 06-6, Debtors Accounting for a Modification (or Exchange) of Convertible Debt Instruments. The exchange resulted in a gain of $2.1 million on extinguishment of debt, which was partially offset by the write-off of $0.4 million of deferred financing costs associated with the 2008 Notes. The Company initially recorded the 2010 Notes at fair value of $47.8 million, net of the debt discount of $2.1 million. The debt discount is being amortized to interest expenses over the term of the 2010 Notes. As of September 30, 2007, debt discount balance related to the 2010 Notes was $1.8 million.
The $1.3 million of underwriting and legal fees related to the 2010 Notes offering was capitalized upon issuance and is being amortized over the term of the 2010 Notes using the effective interest method. As of September 30, 2007, the unamortized balance of debt issuance costs related to the 2010 Notes was approximately $1.1 million. The shares issuable on the conversion of the 2010 Notes are included in fully diluted shares outstanding under the if-converted method of accounting for purposes of calculating diluted earnings per share.
In July 2007, the Company established a $10.0 million unsecured revolving line of credit facility with Wells Fargo Bank, N.A. This credit facility, which replaces the $5.0 million revolving line of credit facility previously established in November 2006, is available through July 2012 and bears an interest rate equal to the banks prime rate less 1.20% or LIBOR plus 1.00%. The Company is required to make interest only
16
payments monthly and the outstanding principal amount plus all accrued but unpaid interest is payable in full at the expiration of the credit facility. As of September 30, 2007, the Company had no borrowings outstanding under the facility.
The credit facility requires that the Company maintain certain financial conditions and pay fees of 0.125% per year on the unused amount of the facility. As of September 30, 2007, the Company was in compliance with the financial conditions. In addition, the credit facility allows letters of credit to be issued on behalf of the Company, provided that the aggregate outstanding amount of the letters of credit shall not exceed the available amount for borrowing under the credit facility. In connection with the establishment of the credit facility, the Company repaid the $3.0 million outstanding borrowing under the prior $5.0 million credit facility. Letters of credit under the prior credit facility were transferred to the new $10.0 million credit facility. As of September 30, 2007, two letters of credit totaling $1.7 million were outstanding and the Company had a borrowing base availability of $8.3 million under the facility. Since the new credit facility is unsecured, the Company is no longer required to maintain restricted cash balances relating to the letters of credit under the facility.
During the first quarter of fiscal year 2008, the Company recorded restructuring charges of $0.3 million for costs related to termination of 21 employees resulting from the Companys realignment to current business conditions. As of September 30, 2007, all of these termination costs had been paid and the Company had not planned to incur additional costs related to this business realignment.
The Company is subject to certain legal proceedings described below and from time to time, it is also involved in other disputes that arise in the ordinary course of business. The number and significance of these litigation proceedings and disputes are increasing as the Companys business expands and grows larger. Any claims against the Company, whether meritorious or not, could be time consuming, result in costly litigation, require significant amounts of management time and result in the diversion of significant operational resources. As a result, these litigation proceedings and disputes could harm the Companys business and have an adverse effect on its consolidated financial statements. However, the results of any litigation or dispute are inherently uncertain and, at this time, no estimate could be made of the loss or range of loss, if any, from these litigation matters and disputes. Accordingly, the Company has not recorded any liabilities relating to these contingencies as of September 30, 2007. Litigation settlement and legal fees are expensed in the period in which they are incurred.
On June 13, 2005, a putative shareholder class action lawsuit captioned The Cornelia I. Crowell GST Trust vs. Magma Design Automation, Inc., Rajeev Madhavan, Gregory C. Walker and Roy E. Jewell., No. C 05 02394, was filed in U.S. District Court, Northern District of California. The complaint alleges that defendants failed to disclose information regarding the risk of the Companys infringing intellectual property rights of Synopsys, Inc., in violation of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and prays for unspecified damages. In March 2006, defendants filed a motion to dismiss the consolidated amended complaint. Plaintiff filed a further amended complaint in June 2006, which defendants again moved to dismiss. Defendants motion was granted in part and denied in part by an order dated August 18, 2006, which dismissed claims against two of the individual defendants. The case is now proceeding on the remaining claims and is scheduled for trial on December 3, 2008. This case was also discussed in the Companys Annual Report on Form 10-K for the fiscal year ended April 1, 2007.
On July 26, 2005, a putative derivative complaint captioned Susan Willis v. Magma Design Automation, Inc. et al., No. 1-05-CV-045834, was filed in the Superior Court of the State of California for the County of Santa Clara. The Complaint seeks unspecified damages purportedly on behalf of the Company for alleged
17
breaches of fiduciary duties by various directors and officers, as well as for alleged violations of insider trading laws by executives during a period between October 23, 2002 and April 12, 2005. Defendants have demurred to the Complaint, and the action has been stayed pending further developments in the putative shareholder class action referenced above. This case was also discussed in the Companys Annual Report on Form 10-K for the fiscal year ended April 1, 2007.
Narpat Bhandari v. Magma Design Automation, Inc. Cadence Design Systems, Inc., Dynalith Systems, Inc., Altera Corp., Mentor Graphics Corp. and Aldec, Inc., Case No. 6:06-CV-480, United States District Court, Eastern District of Texas, Tyler Division. On November 8, 2006, a complaint was filed alleging that the Company and several other named defendants infringe United States Patent No. 5,663,900. The complaint identifies the Companys FineSim software, and other unidentified devices or programs, as the products accused of infringement. The Company and the other Defendants moved to dismiss the complaint on the basis that the only named plaintiff, Bhandari, does not own the 900 Patent. On May 11, 2007, the Court issued a Memorandum Opinion and Order granting the motion to dismiss and dismissed the case without prejudice. This case was also discussed in the Companys Annual Report on Form 10-K for the fiscal year ended April 1, 2007.
Cadence Design Systems, Inc., Magma Design Automation, Inc., Altera Corp., and Mentor Graphics Corp. v. Narpat Bhandari and Vanguard Systems, Inc., Case No. C 07-00823, United States District Court, Northern District of California, San Francisco Division. The Company and the other named plaintiffs filed a complaint for declaratory judgment on February 8, 2007, which the Company amended on March 27, 2007. The amended complaint for declaratory judgment asserts five claims for relief: (1) declaratory judgment of non-infringement of the 900 Patent; (2) declaratory judgment of invalidity of the 900 Patent; (3) lack of ownership of the 900 Patent; (4) the 900 Patent is unenforceable due to laches; and (5) declaratory judgment that the doctrine of unclean hands bars enforcement of the 900 Patent. The Company and the other Plaintiffs contend that LSI Logic is a joint owner of the 900 Patent, and the Company has obtained a license from LSI. On April 6, 2007, Defendants Narpat Bhandari and Vanguard Systems, Inc. answered the amended complaint and filed a counterclaim of patent infringement of the 900 Patent. As in the Texas Action, the claim for patent infringement against us identified our FineSim software, and other unidentified devices or programs, as the products accused of infringement. The counterclaim seeks unspecified monetary damages, pre- and post-judgment interest, attorneys fees, and costs. The Court conducted a case management conference on May 21, 2007, and issued a case management order on May 23, 2007, approving Plaintiffs and Defendants proposal to bifurcate the issue of LSIs ownership from all other remaining issues and stay activities relating to validity, enforceability, infringement, and damages until after a bench trial to resolve the ownership issue. The Court scheduled the bench trial on the sole issue of ownership of the 900 Patent to begin on October 9, 2007. On July 27, 2007, the Company and the other Plaintiffs filed a motion for summary judgment requesting judgment in favor of the Plaintiffs on the grounds that LSI is a co-owner of the 900 Patent. Plaintiffs motion was fully briefed and was scheduled for oral argument before the Court on September 27, 2007, the same day that the Court had previously scheduled a pre-trial conference. The Court, however, had to cancel the hearing, and in a September 28, 2007 Order, the Court vacated the summary judgment hearing date, the pre-trial conference date, and the bench trial date. The Court stated that it would decide the summary judgment motion on the papers. The Court has not yet issued any further orders. The Company intends to vigorously defend against the claims asserted by Bhandari and Vanguard Systems. However, the results of any litigation are inherently uncertain, and the Company can not assure that it will be able to successfully defend against the claims of Bhandari and Vanguard Systems. The Company is currently unable to assess the extent of damages and/or other relief, if any, that could be awarded to Bhandari and Vanguard Systems. This case was also discussed in the Companys Annual Report on Form 10-K for the fiscal year ended April 1, 2007.
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The Company enters into standard license agreements in the ordinary course of business. Pursuant to these agreements, the Company agrees to indemnify its customers for losses suffered or incurred by them as a result of any patent, copyright, or other intellectual property infringement claim by any third party with respect to the Companys products. These indemnification obligations have perpetual terms. The Companys normal business practice is to limit the maximum amount of indemnification to the amount received from the customer. On occasion, the maximum amount of indemnification the Company may be required to provide may exceed the amount received from the customer. The Company estimates the fair value of its indemnification obligations to be insignificant, based upon its historical experience concerning product and patent infringement claims. Accordingly, the Company has no liabilities recorded for indemnification under these agreements as of September 30, 2007.
The Company has agreements whereby its officers and directors are indemnified for certain events or occurrences while the officer or director is, or was, serving at the Companys request in such capacity. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has directors and officers liability insurance that reduces its exposure and enables the Company to recover portions of future amounts paid. As a result of the Companys insurance coverage, the Company believes the estimated fair value of these indemnification agreements is minimal. Accordingly, no liabilities have been recorded for these agreements as of September 30, 2007.
In connection with certain of the Companys recent business acquisitions, it has also agreed to assume, or cause the Companys subsidiaries to assume, the indemnification obligations of those companies to their respective officers and directors. No liabilities have been recorded for these agreements as of September 30, 2007.
The Company offers certain customers a warranty that its products will conform to the documentation provided with the products. To date, there have been no payments or material costs incurred related to fulfilling these warranty obligations. Accordingly, the Company has no liabilities recorded for these warranties as of September 30, 2007. The Company assesses the need for a warranty accrual on a quarterly basis, and there can be no guarantee that a warranty accrual will not become necessary in the future.
The Company has adopted the provisions of SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information, which requires the reporting of segment information using the management approach. Under this approach, operating segments are identified in substantially the same manner as they are reported internally and used by the Companys chief operating decision maker (CODM) for purposes of evaluating performance and allocating resources. Based on this approach, the Company has one reportable segment as the CODM reviews financial information on a basis consistent with that presented in the unaudited condensed consolidated financial statements.
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Revenue from North America, Europe, Japan and the Asia Pacific region, which includes India, South Korea, Taiwan, Hong Kong and the Peoples Republic of China, was as follows (in thousands, except for percentages shown):
| Three Months Ended | Six Months Ended | |||||||||||||||
| September 30, 2007 | October 1, 2006 |
September 30, 2007 | October 1, 2006 |
|||||||||||||
| North America* | $ | 31,610 | $ | 24,241 | $ | 56,053 | $ | 52,601 | ||||||||
| Europe | 4,106 | 5,848 | 14,864 | 10,386 | ||||||||||||
| Japan | 14,601 | 9,542 | 21,268 | 12,798 | ||||||||||||
| Asia-Pacific (excluding Japan) | 3,176 | 2,331 | 11,473 | 7,136 | ||||||||||||
| $ | 53,493 | $ | 41,962 | $ | 103,658 | $ | 82,921 | |||||||||
| Three Months Ended | Six Months Ended | |||||||||||||||
| September 30, 2007 | October 1, 2006 |
September 30, 2007 | October 1, 2006 |
|||||||||||||
| North America*. | 59 | % | 58 | % | 54 | % | 63 | % | ||||||||
| Europe | 8 | 14 | 14 | 13 | ||||||||||||
| Japan | 27 | 23 | 21 | 15 | ||||||||||||
| Asia-Pacific (excluding Japan) | 6 | 5 | 11 | 9 | ||||||||||||
| 100 | % | 100 | % | 100 | % | 100 | % | |||||||||

| * | Substantially all of the Companys North America revenue related to the United States for all periods presented. |
One customer accounted for more than 10% of the Companys total revenue in the three and six months ended September 30, 2007 and in the six months ended October 1, 2006. Two customers each accounted for more than 10% of the Companys total revenue in the three months ended October 1, 2006.
Substantially all of the Companys long-lived assets are located in the United States.
On April 2, 2007, the Company adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes An Interpretation of FASB Statement No. 109 (FIN 48). Under FIN 48, companies are required to apply the more likely than not threshold to the recognition and derecognition of tax positions. FIN 48 also provides guidance on the measurement of tax positions, balance sheet classification, interest and penalties, accounting in interim periods, disclosure and transition. As a result of the implementation of FIN 48, the Company recognized a $0.5 million increase to liabilities for uncertain tax positions, which was accounted for as an adjustment to the April 2, 2007 balance of accumulated deficit.
Upon adoption of FIN 48, the Company also recognized additional long-term income tax assets of $6.9 million and additional long-term income tax liabilities of $6.9 million to present the unrecognized tax benefits as gross amounts on its unaudited condensed consolidated balance sheets. In addition, the Company reclassified $3.0 million of income tax liabilities from current to long-term liabilities as the payment of cash is not anticipated within the next twelve months.
As of April 2, 2007, the Company had approximately $10.4 million of total gross unrecognized tax benefits, of which $3.5 million, if recognized, would favorably affect its effective tax rate in future periods and $1.6 million, if recognized, would result in a credit to additional paid-in capital. The Company currently
20
has a full valuation allowance against its U.S. net deferred tax assets which would impact the timing of the effective tax rate benefit should any of these uncertain tax positions be favorably settled in the future.
Upon adoption of FIN 48, the Company adopted an accounting policy to classify interest and penalties on unrecognized tax benefits as income tax expense. For years prior to adoption of FIN 48, the Company also reported interest and penalties on unrecognized tax benefits as income tax expense. As of April 2, 2007, the total amount of accrued interest and penalties was $248,000.
The Company is subject to income taxes in the United States and in numerous foreign jurisdictions and, in the ordinary course of business, there are many transactions and calculations where the ultimate tax determination is uncertain. The statute of limitations for adjustments to the Companys historic tax obligations will vary from jurisdiction to jurisdiction. The tax years 2001 to 2006 remain open to examination by the major tax jurisdictions to which the Company is subject. At September 30, 2007, the Company does not anticipate that its total unrecognized tax benefits will significantly change due to any settlement of examination or expiration of statute of limitation within the next twelve months.
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This Managements Discussion and Analysis of Financial Condition and Results of Operations section should be read in conjunction with Selected Consolidated Financial Data and our condensed consolidated financial statements and results appearing elsewhere in this report. Throughout this section, we make forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. You can often identify these and other forward-looking statements by terms such as becoming, may, will, should, predicts, potential, continue, anticipates, believes, estimates, seeks, expects, plans, intends, or comparable terminology. These forward-looking statements include, but are not limited to, our expectations about revenue and various operating expenses. Although we believe that the expectations reflected in these forward-looking statements are reasonable, and we have based these expectations on our beliefs and assumptions, such expectations may prove to be incorrect. Our actual results of operations and financial performance could differ significantly from those expressed in or implied by our forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to: competition in the EDA market; Magmas ability to integrate acquired businesses and technologies; potentially higher-than-anticipated costs of litigation; potentially higher-than-anticipated costs of compliance with regulatory requirements, including those relating to internal control over financial reporting; any delay of customer orders or failure of customers to renew licenses; adoption of products by customers; weaker-than-anticipated sales of Magmas products and services; weakness in the semiconductor or electronic systems industries; the ability to manage expanding operations; the ability to attract and retain the key management and technical personnel needed to operate Magma successfully; the ability to continue to deliver competitive products to customers; and changes in accounting rules. We do not intend to, and we do not undertake any additional obligation to update these forward-looking statements after the date of this report to reflect actual results or future events or circumstances.
Magma Design Automation provides EDA software products and related services. Our software enables chip designers to reduce the time it takes to design and produce complex integrated circuits used in the communications, computing, consumer electronics, networking and semiconductor industries. Our products are used in all major phases of the chip development cycle, from initial design through physical implementation. Our focus is on software used to design the most technologically advanced integrated circuits, specifically those with minimum feature sizes of 0.13 micron and smaller.
As an EDA software provider, we generate substantially all our revenue from the semiconductor and electronics industries. Our customers typically fund purchases of our software and services out of their research and development (R&D) budgets. As a result, our revenue is heavily influenced by our customers long-term business outlook and willingness to invest in new chip designs.
The semiconductor industry is highly volatile and cost-sensitive. Our customers focus on controlling costs and reducing risk, lowering R&D expenditures, decreasing the number of design starts, purchasing from fewer suppliers, and requiring more favorable pricing and payment terms from suppliers. In addition, intense competition among suppliers of EDA products has resulted in pricing pressure on EDA products.
To support our customers, we have focused on providing the most technologically advanced products to address each step in the integrated circuit design process, as well as integrating these products into broad platforms, and expanding our product offerings. Our goal is to be the EDA technology supplier of choice for our customers as they pursue longer-term, broader and more flexible relationships with fewer suppliers.
During the second quarter of fiscal 2008, we achieved quarterly revenue of $53.5 million, which increased by 7% from the preceding quarter and increased by 27% from the same quarter in fiscal 2007. License sales for the second quarter of fiscal 2008 accounted for approximately 67% of total revenue, compared to 64% in the preceding quarter and 57% in the same quarter in the prior year.
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In preparing our financial statements, we make estimates, assumptions and judgments that can have a significant impact on our revenue, operating income or loss and net income or loss, as well as on the value of certain assets and liabilities on our balance sheet. We believe that the estimates, assumptions and judgments involved in the accounting policies described below have the most significant potential impact on our financial statements, so we consider these to be our critical accounting policies. We consider the following accounting policies related to revenue recognition, stock-based compensation, allowance for doubtful accounts, strategic investments, asset purchases and business combinations, valuation of long-lived assets and income taxes to be our most critical policies due to the estimation processes involved in each.
We recognize revenue in accordance with Statement of Position (SOP) 97-2, as modified by SOP 98-9, which generally requires revenue earned on software arrangements involving multiple elements (such as software products, upgrades, enhancements, maintenance, installation and training) to be allocated to each element based on the relative fair values of the elements. The fair value of an element must be based on evidence that is specific to us. If evidence of fair value does not exist for each element of a license arrangement and maintenance is the only undelivered element, then all revenue for the license arrangement is recognized over the term of the agreement. If evidence of fair value does exist for the elements that have not been delivered, but does not exist for one or more delivered elements, then revenue is recognized using the residual method, under which recognition of revenue for the undelivered elements is deferred and the residual license fee is recognized as revenue immediately.
Our revenue recognition policy is detailed in Note 1 of the Notes to Consolidated Financial Statements on Form 10-K for the year ended April 1, 2007. Management has made significant judgments related to revenue recognition. Specifically, in connection with each transaction involving our products (referred to as an arrangement in the accounting literature) we must evaluate whether our fee is fixed or determinable and we must assess whether collectibility is probable. These judgments are discussed below.
The fee is fixed or determinable. With respect to each arrangement, we must make a judgment as to whether the arrangement fee is fixed or determinable. If the fee is fixed or determinable, then revenue is recognized upon delivery of software (assuming other revenue recognition criteria are met). If the fee is not fixed or determinable, then the revenue recognized in each period (subject to application of other revenue recognition criteria) will be the lesser of the aggregate of amounts due and payable or the amount of the arrangement fee that would have been recognized if the fees were being recognized ratably.
Except in cases where we grant extended payment terms to a specific customer, we have determined that our fees are fixed or determinable at the inception of our arrangements based on the following:
| | The fee our customers pay for our products is negotiated at the outset of an arrangement and is generally based on the specific volume of products to be delivered; and |
| | Our license fees are not a function of variable-pricing mechanisms such as the number of units distributed or copied by the customer or the expected number of users of the product delivered. |
In order for an arrangement to be considered fixed or determinable, 100% of the arrangement fee must be due within one year or less from the order date. We have a history of collecting fees on such arrangements according to contractual terms. Arrangements with payment terms extending beyond 12 months are considered not to be fixed or determinable.
Collectibility is probable. In order to recognize revenue, we must make a judgment about the collectibility of the arrangement fee. Our judgment of the collectibility is applied on a customer-by-customer basis pursuant to our credit review policy. We typically sell to customers for which there is a history of successful collection. New customers are subjected to a credit review process, which evaluates the customers financial positions and ability to pay. If it is determined from the outset of an arrangement that collectibility is not probable based upon our credit review process, revenue is recognized on a cash receipts basis (as each payment is collected).
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We derive license revenue primarily from licenses of our design and implementation software and, to a much lesser extent, from licenses of our analysis and verification products. We license our products under time-based and perpetual licenses.
We recognize license revenue after the execution of a license agreement and the delivery of the product to the customer, provided that there are no uncertainties surrounding the product acceptance, fees are fixed or determinable, collection is probable and there are no remaining obligations other than maintenance. For licenses where we have vendor-specific objective evidence (VSOE) of fair value for maintenance, we recognize license revenue using the residual method. For these licenses, license revenue is recognized in the period in which the license agreement is executed assuming all other revenue recognition criteria are met. For licenses where we have no VSOE of fair value for maintenance, we recognize license revenue ratably over the maintenance period, or if extended payment terms exist, based on the amounts due and payable.
For transactions in which we bundle maintenance for the entire license term into a time-based license agreement, no VSOE of fair value exists for each element of the arrangement. For these agreements, where the only undelivered element is maintenance, we recognize revenue ratably over the contract term. If an arrangement involves extended payment terms that is, where payment for less than 100% of the license, services and initial post contract support is due within one year of the contract date we recognize revenue to the extent of the lesser of the portion of the amount due and payable or the ratable portion of the entire fee. We classify the revenue recognized from these transactions separately as bundled licenses and services revenue in our consolidated statements of operations.
For our perpetual licenses and some time-based license arrangements, we unbundle maintenance by including maintenance for up to the first period of the license term, with maintenance thereafter renewable by the customer at the substantive rates stated in their agreements with us. In these unbundled licenses, the aggregate renewal period is greater than or equal to the initial maintenance period. The stated rate for maintenance renewal in these contracts is VSOE of the fair value of maintenance in both our unbundled time-based and perpetual licenses. Where the only undelivered element is maintenance, we recognize license revenue using the residual method. If an arrangement involves extended payment terms, revenue recognized using the residual method is limited to amounts due and payable.
If we were to change any of these assumptions or judgments, it could cause a material increase or decrease in the amount of revenue that we report in a particular period. Amounts invoiced relating to arrangements where revenue cannot be recognized are reflected on our balance sheet as deferred revenue and recognized over time as the applicable revenue recognition criteria are satisfied.
We derive services revenue primarily from consulting and training for our software products and from maintenance fees for our products. Most of our license agreements include maintenance, generally for a one-year period, renewable annually. Services revenue from maintenance arrangements is recognized on a straight-line basis over the maintenance term. Because we have VSOE of fair value for consulting and training services, revenue is recognized as these services are performed or completed. Our consulting and training services are generally not essential to the functionality of the software. Our products are fully functional upon delivery of the product. Additional factors considered in determining whether the revenue should be accounted for separately include, but are not limited to: degree of risk, availability of services from other vendors, timing of payments and impact of milestones or acceptance criteria on our ability to recognize the software license fee.
Effective April 3, 2006, we adopted SFAS No. 123 (revised 2004), Share-Based Payment using the modified prospective transition method. Under SFAS 123R, stock-based compensation expense is measured at the grant date, based on the fair value of the award, and is recognized as expense, net of estimated forfeitures, over the vesting period of the award.
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Determining the fair value of stock-based awards at the grant date requires the input of various highly subjective assumptions, including expected future stock price volatility, expected term of instruments and expected forfeiture rates. We established the expected term for employee options and awards, as well as forfeiture rates, based on the historical settlement experience, while giving consideration to vesting schedules and to options that have estimated life cycles less than the contractual terms. Assumptions for option exercises and pre-vesting terminations of options were stratified for employee groups with sufficiently distinct behavior patterns. Expected future stock price volatility was developed based on the average of our historical weekly stock price volatility and average implied volatility. These input factors are subjective and are determined using managements judgment. If actual results differ significantly from these estimates, stock-based compensation expense and our results of operations could be materially affected.
Unbilled accounts receivable represent revenue that has been recognized in advance of being invoiced to the customer. In all cases, the revenue and unbilled receivables are for contracts which are non-cancelable, in which there are no contingencies and where the customer has taken delivery of both the software and the encryption key required to operate the software. We typically generate invoices 45 days in advance of contractual due dates, and we invoice the entire amount of the unbilled accounts receivable within one year from the contract inception.
We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. We regularly review the adequacy of our accounts receivable allowance after considering the size of the accounts receivable balance, each customers expected ability to pay and our collection history with each customer. We review significant invoices that are past due to determine if an allowance is appropriate using the factors described above. We also monitor our accounts receivable for concentration in any one customer, industry or geographic region.
As of September 30, 2007, two of our customers each accounted for more than 10% of total receivables. The allowance for doubtful accounts represents our best estimate, but changes in circumstances relating to accounts receivable may result in a requirement for additional allowances in the future. If actual losses are significantly greater than the allowance we have established, that would increase our general and administrative expenses and reported net loss. Conversely, if actual credit losses are significantly less than our allowance, this would decrease our general and administrative expenses and our reported net income would increase.
We are required to allocate the purchase price of acquired assets and business combinations to the tangible and intangible assets acquired, liabilities assumed, as well as in-process research and development based on their estimated fair values. Such a valuation requires management to make significant estimates and assumptions, especially with respect to intangible assets.
Critical estimates in valuing certain of the intangible assets include but are not limited to: future expected cash flows from license sales, maintenance agreements, consulting contracts, customer contracts, acquired workforce and acquired developed technologies and patents; expected costs to develop the in-process research and development into commercially viable products and estimated cash flows from the projects when completed; the acquired companys brand awareness and market position, as well as assumptions about the period of time the acquired brand will continue to be used in the combined companys product portfolio; and discount rates. Managements estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable. Assumptions may be incomplete or inaccurate, and unanticipated events and circumstances may occur.
Other estimates associated with the accounting for business combinations may change as additional information becomes available regarding the assets acquired and liabilities assumed resulting in changes in the purchase price allocation.
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SFAS No. 142, Goodwill and Other Intangible Assets, requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests in certain circumstances. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value of the reporting units. We have determined that we have one reporting unit (see Note 12 to the unaudited condensed consolidated financial statements). Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value for the reporting units. Any impairment losses recorded in the future could have a material adverse impact on our financial condition and results of operations.
SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, requires that we record an impairment charge on finite-lived intangibles or long-lived assets to be held and used when we determine that the carrying value of intangible assets and long-lived assets may not be recoverable. If one or more indicators of impairment exist, we will measure any impairment of intangibles or long-lived assets based on a projected discounted cash flow method using a discount rate determined by our management to be commensurate with the risk inherent in our business model. Our estimates of cash flows require significant judgment based on our historical results and anticipated results and are subject to many factors.
We account for income taxes in accordance with SFAS No. 109, Accounting for Income Taxes. Significant judgment is required in determining our provision for income taxes. In the ordinary course of business, there are many transactions and calculations where the ultimate tax outcome is uncertain. The amount of income taxes we pay could be subject to audits by federal, state, and foreign tax authorities, which could result in proposed assessments. Although we believe that our estimates are reasonable, no assurance can be given that the final outcome of these tax matters will not be different than that which is reflected in our historical income tax provisions.
We assess the likelihood that our net deferred tax assets will be recovered from future taxable income and, to the extent we believe that recovery is not likely, we establish a valuation allowance. We consider all available positive and negative evidence including our past operating results, the existence of cumulative losses in the most recent fiscal years, future taxable income, and ongoing prudent and feasible tax planning strategies in assessing the amount of the valuation allowance. We will continue to evaluate the realizability of the deferred tax assets on a quarterly basis. Future reversals or increases to our valuation allowance could have a significant impact on our future earnings.
On April 2, 2007, we adopted FIN 48, Accounting for Uncertainty in Income Taxes An Interpretation of FASB Statement No. 109. Under FIN 48, we are required to apply the more likely than not threshold to the recognition and derecognition of tax positions. FIN 48 also provides guidance on the measurement of tax positions, balance sheet classification, interest and penalties, accounting in interim periods, disclosure and transition. As a result of the implementation of FIN 48, we recognized a $0.5 million increase to liabilities for uncertain tax positions, which was accounted for as an adjustment to the April 2, 2007 balance of accumulated deficit. At April 2, 2007, we had approximately $10.4 million of gross unrecognized tax benefits, $3.5 million of which, if recognized, would favorably affect our effective tax rate in future periods.
Our strategic equity investments consist of preferred stock and convertible notes that are convertible into preferred or common stock of several privately-held companies. The carrying value of our portfolio of strategic equity investments in non-marketable equity securities (privately-held companies) and convertible notes totaled $2.5 million at September 30, 2007. Our ability to recover our investments in private, non-marketable equity securities and convertible notes and to earn a return on these investments is primarily dependent on how successfully these companies are able to execute on their business plans and how well their products are accepted, as well as their ability to obtain additional capital funding to continue operations.
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Under our accounting policy, the carrying value of a non-marketable investment is the amount paid for the investment unless it has been determined to be other than temporarily impaired, in which case we write the investment down to its estimated fair value. For equity investments where our ownership interest is between 20% to 50%, or where we have significant influence on the investees operating or financial decisions, we record our share of net equity income (loss) of the investee based on our proportionate ownership. During the second quarter of fiscal 2008, with the purchase of the remaining 82% ownership of one of our equity investments, Rio Design Automation, Inc. (Rio), we ceased accounting for our investment in Rio under the equity method and began accounting for our 100% ownership on a consolidated basis. The equity investment balance of $220,000 on the acquisition date was reclassified from other assets and was allocated to the book value of the previously owned assets and liabilities on our consolidated balance sheets.
We review all of our investments periodically for impairment; however, for non-marketable equity securities, the fair value analysis requires significant judgment. This analysis includes assessment of each investees financial condition, the business outlook for its products and technology, its projected results and cash flows, the likelihood of obtaining subsequent rounds of financing and the impact of any relevant contractual equity preferences held by us or others. If an investee obtains additional funding at a valuation lower than our carrying amount, we presume that the investment is other than temporarily impaired, unless specific facts and circumstances indicate otherwise, such as when we hold contractual rights that give us a preference over the rights of other investors. As the equity markets have experienced volatility over the past few years, we have experienced substantial impairments in our portfolio of non-marketable equity securities. If certain equity market conditions do not improve, as companies within our portfolio attempt to raise additional funds, the funds may not be available to them, or they may receive lower valuations, with more onerous investment terms than in previous financings, and the investments will likely become impaired. However, we are not able to determine at the present time which specific investments are likely to be impaired in the future, or the extent or timing of individual impairments. We recorded impairment charges related to these non-marketable equity investments of $0.2 million and $0.4 million, respectively, for the three and six months ended September 30, 2007. Similarly, we recorded impairment charges related to these non-marketable equity investments of $0.2 million and $0.3 million, respectively, for the three and six months ended October 1, 2006.
Revenue is comprised of licenses revenue, bundled licenses and services revenue, and services revenue. Licenses revenue consists of fees for time-based or perpetual licenses of our software products. Bundled licenses and services revenue consists of fees for software licenses and post-contract customer support (PCS), where we do not have VSOE of fair value of PCS. Services revenue consists of fees for services, such as customer training, consulting and PCS associated with unbundled license arrangements. We recognize revenue based on the specific terms and conditions of the license contracts with our customer for our products and services as described in detail above in our Critical Accounting Policies and Estimates. For management reporting and analysis purposes we classify our revenue into the following four categories:
| | Ratable |
| | Due & Payable |
| | Cash Receipts |
| | Up-Front/Perpetual or Time-Based |
We classify our license arrangements as either bundled or unbundled. Bundled license contracts include maintenance with the license fee and do not include optional maintenance periods. Unbundled license contracts have separate maintenance fees and include optional maintenance periods.
We use this classification of license revenue to provide greater insight into the reporting and monitoring of trends in the components of our revenue and to assist us in managing our business. It is important to note that the characterization of an individual contract may change over time. For example, a contract originally characterized as Ratable may be redefined as Cash Receipts if that customer has difficulty in making payments in a timely fashion. In cases where a contract has been re-characterized for management reporting purposes,
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prior periods are not restated to reflect that change. The following table shows the breakdown of license revenue by category as defined for management reporting and analysis purposes (in thousands, except for percentage data):
| September 30, 2007 | % of Revenue |
October 1, 2006 |
% of Revenue |
|||||||||||||
| Revenue category: |
||||||||||||||||
| Three Months Ended: |
||||||||||||||||
| License and bundled licenses and services revenue |
||||||||||||||||
| Ratable | $ | 10,133 | 19 | % | $ | 4,037 | 10 | % | ||||||||
| Due & Payable | 20,060 | 38 | % | 16,058 | 38 | % | ||||||||||
| Cash Receipts | 1,633 | 3 | % | 2,114 | 5 | % | ||||||||||
| Up-Front* | 13,028 | 24 | % | 12,650 | 30 | % | ||||||||||
| 44,854 | 84 | % | 34,859 | 83 | % | |||||||||||
| Services revenue | 8,639 | 16 | % | 7,103 | 17 | % | ||||||||||
| Total Revenue | $ | 53,493 | 100 | % | $ | 41,962 | 100 | % | ||||||||
| Six Months Ended: |
||||||||||||||||
| License and bundled licenses and services revenue |
||||||||||||||||
| Ratable | $ | 20,539 | 20 | % | $ | 8,942 | 11 | % | ||||||||
| Due & Payable | 40,329 | 39 | % | 33,257 | 41 | % | ||||||||||
| Cash Receipts | 3,188 | 3 | % | 4,451 | 5 | % | ||||||||||
| Up-Front** | 22,444 | 21 | % | 22,749 | 27 | % | ||||||||||
| 86,500 | 83 | % | 69,399 | 84 | % | |||||||||||
| Services revenue | 17,158 | 17 | % | 13,522 | 16 | % | ||||||||||
| Total Revenue | $ | 103,658 | 100 | % | $ | 82,921 | 100 | % | ||||||||

| * | Included $12,753 or 24% of revenue from new contracts for the quarter ended September 30, 2007, and $9,644 or 23% of revenue from new contracts for the quarter ended October 1, 2006. |
| ** | Included $19,822 or 19% of revenue from new contracts for the six months ended September 30, 2007, and $19,743 or 24% of revenue from new contracts for the six months ended October 1, 2006. |
Ratable. For bundled time-based licenses, we recognize license revenue ratably over the contract term, or as customer payments become due and payable, if less. The revenue for these bundled arrangements for both license and maintenance is classified as bundled licenses and services revenue in our statements of operations. For unbundled time-based licenses with a term of less than 15 months, we recognize license revenue ratably over the license term. For management reporting and analysis purposes, we refer to both these types of licenses generally as Ratable and we generally refer to all time-based licenses recognized on a ratable basis as Long-Term, independent of the actual length of term of the license.
We classify unbundled perpetual or time-based licenses with a term of fifteen months or greater based on the payment term structure, as Due and Payable, Cash Receipts or Up-Front:
Due and Payable/Time-Based licenses with long-term payments. For unbundled time-based licenses where the payment terms extend greater than one year from the arrangement effective date, we recognize license revenue on a due and payable basis and we recognize maintenance and services revenue ratably over the maintenance term. For management reporting and analysis purposes, we refer to this type of license generally as Due and Payable/Long-Term Time-Based Licenses.
Cash Receipts. We recognize revenue from customers who have not met our predetermined credit criteria on a cash receipts basis to the extent that revenue has otherwise been earned. Such customers generally order short-term time based licenses or separate annual maintenance. We recognize license revenue as we receive cash payments from these customers. Maintenance is recognized ratably over the maintenance term as we
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received cash payments from these customers. For management reporting and analysis purposes, we refer to this type of license revenue as Cash Receipts.
Up-Front/Perpetual license or Time-Based licenses with short-term payments. For unbundled time-based and perpetual licenses, we recognize license revenue upon shipment if the payment terms require the customer to pay 100% of the license fee and the initial period of PCS within one year from the agreement date and payments are generally linear. We recognize maintenance revenue ratably over the maintenance term. In all of these cases, the contracts are non-cancelable, and the customer has taken delivery of both the software and the encryption key required to operate the software. For management reporting and analysis purposes, we refer to this type of license generally as Up-Front, where the license is either perpetual or time-based.
Our license revenue in any given quarter depends upon the mix and volume of perpetual or short-term licenses ordered during the quarter and the amount of long-term ratable or due and payable, and cash receipts license revenue recognized during the quarter. In general, we refer to license revenue recognized from perpetual or time-based licenses during the quarter as Up-Front revenue, for management reporting and analysis purposes. All other types of revenue are generally referred to as revenue from backlog. We set our revenue targets for any given period based, in part, upon an assumption that we will achieve a certain level of orders and a certain mix of short-term licenses. The precise mix of orders fluctuates substantially from period to period and affects the revenue we recognize in the period. If we achieve our target level of total orders but are unable to achieve our target license mix, we may not meet our revenue targets (if we have more-than-expected long-term licenses) or may exceed them (if we have more-than-expected short-term or perpetual licenses). If we achieve the target license mix but the overall level of orders is below the target level, then we may not meet our revenue targets as described in the risk factors in Part II, Item 1A of this Form 10-Q.
The table below sets forth the fluctuations in revenue, cost of revenue and gross profit data for the three and six months ended September 30, 2007 and October 1, 2006 (in thousands, except for percentage data):
| September 30, 2007 | % of Revenue |
October 1, 2006 | % of Revenue |
Dollar Change | % Change |
|||||||||||||||||||
| Three Months Ended: |
||||||||||||||||||||||||
| Revenue: |
||||||||||||||||||||||||
| Licenses | $ | 35,637 | 67 | % | $ | 24,035 | 57 | % | $ | 11,602 | 48 | % | ||||||||||||
| Bundled licenses and services | 9,217 | 17 | % | 10,824 | 26 | % | (1,607 | ) | (15 | )% | ||||||||||||||
| Services | 8,639 | 16 | % | 7,103 | 17 | % | 1,536 | 22 | % | |||||||||||||||
| Total revenue | 53,493 | 100 | % | 41,962 | 100 | % | 11,531 | 27 | % | |||||||||||||||
| Cost of revenue: |
||||||||||||||||||||||||
| Licenses | 4,603 | 8 | % | 5,663 | 14 | % | (1,060 | ) | (19 | )% | ||||||||||||||
| Bundled licenses and services | 2,117 | 4 | % | 3,356 | 8 | % | (1,239 | ) | (37 | )% | ||||||||||||||
| Services | 5,254 | 10 | % | 4,192 | 10 | % | 1,062 | 25 | % | |||||||||||||||
| Total cost of revenue | 11,974 | 22 | % | 13,211 | 32 | % | (1,237 | ) | (9 | )% | ||||||||||||||
| Gross profit | $ | 41,519 | 78 | % | $ | 28,751 | 68 | % | $ | 12,768 | 44 | % | ||||||||||||
| Six Months Ended: |
||||||||||||||||||||||||
| Revenue: |
||||||||||||||||||||||||
| Licenses | $ | 67,626 | 65 | % | $ | 47,154 | 57 | % | $ | 20,472 | 43 | % | ||||||||||||
| Bundled licenses and services | 18,874 | 18 | % | 22,245 | 27 | % | (3,371 | ) | (15 | )% | ||||||||||||||
| Services | 17,158 | 17 | % | 13,522 | 16 | % | 3,636 | 27 | % | |||||||||||||||
| Total revenue | 103,658 | 100 | % | 82,921 | 100 | % | 20,737 | 25 | % | |||||||||||||||
| Cost of revenue: |
||||||||||||||||||||||||
| Licenses | 9,927 | 10 | % | 10,992 | 13 | % | (1,065 | ) | (10 | )% | ||||||||||||||
| Bundled licenses and services | 4,541 | 4 | % | 6,839 | 8 | % | (2,298 | ) | (34 | )% | ||||||||||||||
| Services | 10,100 | 10 | % | 7,946 | 10 | % | 2,154 | 27 | % | |||||||||||||||
| Total cost of revenue | 24,568 | 24 | % | 25,777 | 31 | % | (1,209 | ) | (5 | )% | ||||||||||||||
| Gross profit | $ | 79,090 | 76 | % | $ | 57,144 | 69 | % | $ | 21,946 | 38 | % | ||||||||||||
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We market our products and related services to customers in four geographic regions: North America, Europe (consisting of Europe, the Middle East and Africa), Japan, and Asia-Pacific. Internationally, we market our products and services primarily through our subsidiaries and various distributors. Revenue is attributed to geographic areas based on the country in which the customer is domiciled. The table below sets forth geographic distribution of revenue data for the three and six months ended September 30, 2007 and October 1, 2006 (in thousands, except for percentage data):
| September 30, 2007 |
% of Revenue |
October 1, 2006 |
% of Revenue |
Dollar Change | % Change |
|||||||||||||||||||
| Three Months Ended: |
||||||||||||||||||||||||
| Domestic | $ | 31,610 | 59 | % | $ | 24,241 | 58 | % | $ | 7,369 | 30 | % | ||||||||||||
| International: |
||||||||||||||||||||||||
| Europe | 4,106 | 8 | % | 5,848 | 14 | % | (1,742 | ) | (30 | )% | ||||||||||||||
| Japan | 14,601 | 27 | % | 9,542 | 23 | % | 5,059 | 53 | % | |||||||||||||||
| Asia-Pacific (excluding Japan) | 3,176 | 6 | % | 2,331 | 5 | % | 845 | 36 | % | |||||||||||||||
| Total International | 21,883 | 41 | % | 17,721 | 42 | % | 4,162 | 23 | % | |||||||||||||||
| Total revenue | $ | 53,493 | 100 | % | $ | 41,962 | 100 | % | $ | 11,531 | 27 | % | ||||||||||||
| Six Months Ended: |
||||||||||||||||||||||||
| Domestic | $ | 56,053 | 54 | % | $ | 52,601 | 63 | % | $ | 3,452 | 7 | % | ||||||||||||
| International: |
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| Europe. | 14,864 | 14 | % | 10,386 | 13 | % | 4,478 | 43 | % | |||||||||||||||
| Japan | 21,268 | 21 | % | 12,798 | 15 | % | 8,470 | 66 | % | |||||||||||||||
| Asia-Pacific (excluding Japan) | 11,473 | 11 | % | 7,136 | 9 | % | 4,337 | 61 | % | |||||||||||||||
| Total International | 47,605 | 46 | % | 30,320 | 37 | % | 17,285 | 57 | % | |||||||||||||||
| Total revenue | $ | 103,658 | 100 | % | $ | 82,921 | 100 | % | $ | 20,737 | 25 | % | ||||||||||||
| | Revenue for the three and six months ended September 30, 2007 was $53.5 million and $103.7 million, up 27% and 25%, respectively, from the same periods in the prior year. |
| | Licenses revenue increased by 48% and 43%, respectively, in the three and six months ended September 30, 2007 compared to the same periods in the prior year primarily due to large orders executed during the fiscal 2008 periods in all regions. These orders came from new and existing customers who extended license periods and added license capacity due to the continued proliferation of existing and new Magma products among their design group designers. We do not factor any of our receivables to obtain revenue. One customer accounted for greater than 10% of the revenue for the three and six months ended September 30, 2007. Licenses revenue increased as a percentage of total revenue in the three and six months ended September 30, 2007 compared to the same periods in the prior year. |
| | Bundled licenses and services revenue decreased by 15% in both the three and six months ended September 30, 2007 compared to the same periods in the prior year primarily driven by a shift of new orders from a few of the Companys customers to the unbundled licensed revenue category. Bundled licenses and services revenue decreased in all regions except Asia-Pacific. Bundled licenses and services revenue orders came from existing customers who extended license periods and added license capacity due to the continued proliferation of existing and new Magma products among their design group designers. Bundled licenses and services revenue decreased as a percentage of total revenue in the three and six months ended September 30, 2007 compared to the same periods in the prior year. |
| | Services revenue increased by 22% and 27%, respectively, in the three and six months ended September 30, 2007 compared to the same periods in the prior year. This was due to a $0.9 million and a $2.2 million, respectively, increase in maintenance revenue in the three and six months ended September 30, 2007 compared to the same periods in the prior year, and due to a $0.6 million and a |
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| $1.5 million, respectively, increase in services and training revenue in the three and six months ended September 30, 2007 compared to the same periods in the prior year. The increase in maintenance and service revenues was primarily due to our growth in customer base. Services revenue as a percentage of total revenue remained approximately the same in the three and six months ended September 30, 2007 compared to the same periods in the prior year. |
| | Domestic revenue increased by 30% and 7%, respectively, in the three and six months ended September 30, 2007 compared to the same periods in the prior year primarily due to an increase in licenses revenue from existing customers of $7.0 million and $2.2 million, respectively, and an increase in maintenance and services revenue of $0.5 million and $1.3 million, respectively, in the three and six months ended September 30, 2007 compared to the same periods in the prior year. Domestic revenue as a percentage of total revenue remained approximately the same in the three months ended September 30, 2007 compared to the same period in the prior year, and decreased by 9% in the six months ended September 30, 2007 compared to the same period in the prior year. |
| | International revenue increased by 23% in the three months ended September 30, 2007 compared to the same periods in the prior year primarily due to an increase in purchases from new and existing customers in Asia-Pacific and Japan, partially offset by a decrease in purchases from new and existing customers in Europe. International revenue increased by 57% in the six months ended September 30, 2007 compared to the same period in the prior year due to increased sales to new and existing customers in all three international regions. |
| | Cost of licenses revenue primarily consists of amortization of acquired developed technology and other intangible assets, software maintenance costs, royalties and allocated outside sales representative expenses. Cost of licenses revenue decreased by 19% and 10%, respectively, in the three and six months ended September 30, 2007 compared to the same periods in the prior year. Amortization charges related to existing intangible assets decreased in the three and six months ended September 30, 2007 compared to the same periods in the prior year due primarily to several acquired technology licenses which were fully amortized during the fiscal 2008 periods. The decreases were partially offset by increases in amortization charges related to intangible assets acquired subsequent to the first or second quarter of fiscal 2007 and decreases in costs allocated to cost of bundled licenses and services revenue in the three and six months ended September 30, 2007 compared to the same periods in the prior year. |
| | Cost of bundled licenses and services revenue primarily consists of allocation of costs from cost of licenses and services. Cost of bundled licenses and services revenue decreased in the three and six months ended September 30, 2007 compared to the same periods in the prior year primarily due to decreases in bundled licenses and services revenue in fiscal 2008 compared to fiscal 2007. |
| | Cost of services revenue primarily consists of personnel and related costs to provide product support, training and consulting services. Cost of services revenue also includes stock-based compensation expenses, asset depreciation and allocated outside sales representative expenses. Cost of services revenue increased in the three and six months ended September 30, 2007 compared to the same periods in the prior year primarily due to increases in payroll related costs and stock-based compensation expenses for application engineers that corresponded to higher consulting and maintenance activities in fiscal 2008 compared to fiscal 2007. |
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The table below sets forth operating expense data for the three and six months ended September 30, 2007 and October 1, 2006 (in thousands, except for percentage data):
| September 30, 2007 |
% of Revenue |
October 1, 2006 |
% of Revenue |
Dollar Change | % Change |
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| Three Months Ended: |
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| Operating expenses: |
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| Research and development | $ | 18,355 | 34 | % | $ | 15,608 | 37 | % | $ | 2,747 | 18 | % | ||||||||||||
| Sales and marketing | 18,645 | 35 | % | 14,567 | 35 | % | 4,078 | 28 | % | |||||||||||||||
| General and administrative | 7,533 | 14 | % | 8,211 | 19 | % | (678 | ) | (8 | )% | ||||||||||||||
| Amortization of intangible assets | 2,039 | 4 | % | 2,922 | 7 | % | (883 | ) | (30 | )% | ||||||||||||||
| In-process research and development |
656 | 1 | % | | 656 | 100 | % | |||||||||||||||||
| Total operating expenses | $ | 47,228 | 88 | % | $ | 41,308 | 98 | % | $ | 5,920 | 14 | % | ||||||||||||
| September 30, 2007 |
% of Revenue |
October 1, 2006 |
% of Revenue |
Dollar Change | % Change |
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| Six Months Ended: |
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| Operating expenses: |
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| Research and development | $ | 37,025 | 36 | % | $ | 31,057 | 37 | % | $ | 5,968 | 19 | % | ||||||||||||
| Sales and marketing | 35,547 | 34 | % | 28,414 | 34 | % | 7,133 | 25 | % | |||||||||||||||
| General and administrative | 15,867 | 15 | % | 20,006 | 24 | % | (4,139 | ) | (21 | )% | ||||||||||||||
| Amortization of intangible assets | 4,066 | 4 | % | 5,812 | 7 | % | (1,746 | ) | (30 | )% | ||||||||||||||
| In-process research and development |
656 | 1 | % | | 656 | 100 | % | |||||||||||||||||
| Restructuring charge | 291 | 0 | % | | 291 | 100 | % | |||||||||||||||||
| Total operating expenses | $ | 93,452 | 90 | % | $ | 85,289 | 103 | % | $ | 8,163 | 10 | % | ||||||||||||
| | Research and development expense increased by 18% and 19%, respectively, in the three and six months ended September 30, 2007 compared to the same periods in the prior year. The increase was due to increases in payroll related expenses of $1.3 million and $3.2 million, respectively, higher allocated common expenses, such as information technology and facility related expenses, of $1.0 million and $1.8 million, respectively, and increases in other individually insignificant items such as stock-based compensation, professional fees and travel expenses in the three and six months ended September 30, 2007 compared to the same periods in the prior year. The increase in payroll related expenses was primarily due to increases in the number of employees and annual salary increases. At the end of the second quarter of fiscal 2008, the number of our research and development employees increased by 39% through direct hiring and acquisitions compared to the same fiscal 2007 period. We expect our quarterly research and development expenses in each of the remaining two quarters of fiscal 2008 to increase moderately but to decrease as a percentage of total revenue. Moderate growth in the number of our research and development employees will be the primary factor driving up both fixed and variable compensation levels. |
| | Sales and marketing expense increased by 28% and 25%, respectively, in the three and six months ended September 30, 2007 compared to the same periods in the prior year primarily due to an increase in payroll related expenses of $2.8 million and $4.9 million, respectively, an increase in commission expense of $0.9 million and $1.2 million, respectively, and an increase in travel expense of $0.4 million and $0.9 million, respectively, in the three and six months ended September 30, 2007 compared to the same periods in the prior year. The remainder of the fluctuation in sales and marketing expense was accounted for by other individually insignificant items. The increases in payroll related charges were primarily due to increases in the number of employees and annual salary increases. At the end of the second quarter of fiscal 2008, the number of employees in sales and marketing increased by 27% over the comparable fiscal 2007 period primarily due to growth in |
32
| the number of application engineer employees. We expect marketing expense in each of the remaining two quarters of fiscal 2008 to increase moderately but to decrease as a percentage of total revenue. Moderate growth in the number of our sales and marketing employees will be the primary factor driving up both fixed and variable compensation levels. |
| | General and administrative expense decreased by 8% and 21%, respectively, in the three and six months ended September 30, 2007 compared to the same periods in the prior year primarily due to a decrease of $1.2 million and $5.4 million, respectively, in legal fees related to patent litigation with Synopsys and an increase of $1.7 million and $2.8 million, respectively, in allocated cost to other functional areas due to higher common expenses in the three and six months ended September 30, 2007 compared to the same periods in the prior year. The decreases were partially offset by increases in office and facility related expenses of $1.0 million and $1.7 million, respectively, payroll related expenses of $0.7 million and $1.1 million, respectively, and other professional fees of $0.2 million and $0.4 million, respectively, in the three and six months ended September 30, 2007 compared to the same periods in the prior year. We expect that our quarterly general and administrative expenses in each of the remaining two quarters of fiscal 2008 will remain at levels comparable to those in the first half of fiscal 2008 and will decrease as a percentage of total revenue. |
| | Amortization of intangible assets decreased by 30% in both the three and six months ended September 30, 2007 compared to the same periods in the prior year primarily due to several existing developed technologies and patents have been fully amortized during the fiscal 2008 periods. |
| | In-process research and development of $0.7 million in the second quarter of fiscal 2008 consisted of a charge recorded in connection with our acquisition of Rio in September 2007. The charges were recorded based on managements final purchase price allocation and were related to acquired technologies for which commercial feasibility had not been established and had no alternative future uses. We expect to bring Rios in-process products to completion during the fourth quarter of fiscal 2009. |
| | Restructuring charges of $0.3 million in the first quarter of fiscal 2008 represented employee termination charges resulting from our realignment to current business conditions. No such charge was incurred in fiscal 2007. |
The table below sets forth other data for the three and six months ended September 30, 2007 and October 1, 2006 (in thousands, except for percentage data):
| September 30, 2007 |
% of Revenue |
October 1, 2006 |
% of Revenue |
Dollar Change | % Change |
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| Three Months Ended: |
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