UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
10-Q
x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the quarterly period ended September 30, 2009
Or
¨
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934.
|
For
the transition period
from to .
Commission
File Number: 000-28369
Geeknet,
Inc.
(Exact
name of Registrant as specified in its charter)
Delaware
|
77-0399299
|
(State
or other jurisdiction of
|
(I.R.S.
Employer
|
incorporation
or organization)
|
Identification
No.)
|
650
Castro Street, Suite 450, Mountain View, California, 94041
(Address,
including zip code, of principal executive offices)
(650)
694-2100
(Registrant’s
telephone number, including area code)
SourceForge,
Inc.
(Former
name, former address and former fiscal year, if changed since last
report)
Securities
registered pursuant to Section 12(g) of the Act:
Common
Stock, $0.001 par value
(Title of
Class)
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes
x
No
¨
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes
¨
No
¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act). (Check one):
Large
accelerated filer
¨
|
Accelerated
filer
x
|
Non-accelerated
filer
¨
|
Smaller
reporting company
¨
|
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
Indicate
the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date.
Title
Of Class
|
Outstanding
At October 30, 2009
|
Common
Stock, $0.001 par value
|
60,475,493
|
Table
of Contents
|
|
Page
No.
|
PART
I.
|
FINANCIAL
INFORMATION
|
|
Item
1.
|
Financial
Statements (unaudited)
|
3
|
|
Condensed
Consolidated Balance Sheets at September 30, 2009 and December 31,
2008
|
3
|
|
Condensed
Consolidated Statements of Operations for the three and nine months ended
September 30, 2009 and September 30, 2008
|
4
|
|
Condensed
Consolidated Statements of Cash Flows for the nine months ended September
30, 2009 and September 30, 2008
|
5
|
|
Notes
to Unaudited Condensed Consolidated Financial Statements
|
6
|
|
|
|
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
20
|
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
32
|
Item
4.
|
Controls
and Procedures
|
32
|
|
|
|
PART
II.
|
OTHER
INFORMATION
|
|
Item
1.
|
Legal
Proceedings
|
33
|
Item
1A.
|
Risk
Factors
|
34
|
Item
6.
|
Exhibits
|
45
|
Signatures
|
45
|
Certifications
|
|
PART
I
GEEKNET,
INC. (FORMERLY SOURCEFORGE, INC.)
CONDENSED
CONSOLIDATED BALANCE SHEETS
(In
thousands, unaudited)
|
|
September 30,
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
ASSETS
|
|
|
|
|
|
|
Current
assets:
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$
|
25,128
|
|
|
$
|
40,511
|
|
Short-term
investments
|
|
|
9,472
|
|
|
|
563
|
|
Accounts
receivable, net of allowance of $51 and $0, respectively
|
|
|
3,091
|
|
|
|
4,418
|
|
Inventories
|
|
|
4,868
|
|
|
|
3,264
|
|
Prepaid
expenses and other current assets
|
|
|
4,079
|
|
|
|
1,841
|
|
Restricted
cash
|
|
|
1,000
|
|
|
|
-
|
|
Total
current assets
|
|
|
47,638
|
|
|
|
50,597
|
|
Property
and equipment, net
|
|
|
2,736
|
|
|
|
4,748
|
|
Long-term
investments
|
|
|
-
|
|
|
|
8,947
|
|
Restricted
cash, non-current
|
|
|
-
|
|
|
|
1,000
|
|
Other
long-term assets
|
|
|
5,053
|
|
|
|
8,874
|
|
Total
assets
|
|
$
|
55,427
|
|
|
$
|
74,166
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
$
|
4,012
|
|
|
$
|
4,021
|
|
Accrued
restructuring liabilities
|
|
|
2,027
|
|
|
|
2,862
|
|
Deferred
revenue
|
|
|
770
|
|
|
|
591
|
|
Accrued
liabilities and other
|
|
|
2,326
|
|
|
|
2,702
|
|
Total
current liabilities
|
|
|
9,135
|
|
|
|
10,176
|
|
Other
long-term liabilities
|
|
|
197
|
|
|
|
1,423
|
|
Total
liabilities
|
|
|
9,332
|
|
|
|
11,599
|
|
Commitments
and contingencies (Notes 12 and 13)
|
|
|
|
|
|
|
|
|
Stockholders’
equity:
|
|
|
|
|
|
|
|
|
Common
stock
|
|
|
61
|
|
|
|
65
|
|
Treasury
stock
|
|
|
(492
|
)
|
|
|
(331
|
)
|
Additional
paid-in capital
|
|
|
798,275
|
|
|
|
799,037
|
|
Accumulated
other comprehensive income
|
|
|
13
|
|
|
|
9
|
|
Accumulated
deficit
|
|
|
(751,762
|
)
|
|
|
(736,213
|
)
|
Total
stockholders’ equity
|
|
|
46,095
|
|
|
|
62,567
|
|
Total
liabilities and stockholders’ equity
|
|
$
|
55,427
|
|
|
$
|
74,166
|
|
The
accompanying notes are an integral part of these condensed consolidated
financial statements.
GEEKNET,
INC. (FORMERLY SOURCEFORGE, INC.)
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(In
thousands, except per share amounts, unaudited)
|
|
Three Months Ended
September 30,
|
|
|
Nine Months Ended
September 30,
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
Online
Media revenue, including $145, $200, $545 and $600 of related party
revenue, respectively
|
|
$
|
3,683
|
|
|
$
|
5,055
|
|
|
$
|
11,801
|
|
|
$
|
14,658
|
|
E-commerce
revenue
|
|
|
7,104
|
|
|
|
6,417
|
|
|
|
21,142
|
|
|
|
20,000
|
|
Revenue
|
|
|
10,787
|
|
|
|
11,472
|
|
|
|
32,943
|
|
|
|
34,658
|
|
Cost
of revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Online
Media cost of revenue
|
|
|
1,630
|
|
|
|
2,140
|
|
|
|
5,255
|
|
|
|
6,061
|
|
E-commerce
cost of revenue
|
|
|
6,053
|
|
|
|
5,104
|
|
|
|
17,815
|
|
|
|
16,084
|
|
Cost
of revenue
|
|
|
7,683
|
|
|
|
7,244
|
|
|
|
23,070
|
|
|
|
22,145
|
|
Gross
margin
|
|
|
3,104
|
|
|
|
4,228
|
|
|
|
9,873
|
|
|
|
12,513
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales
and marketing
|
|
|
3,201
|
|
|
|
2,304
|
|
|
|
7,468
|
|
|
|
6,518
|
|
Research
and development
|
|
|
2,144
|
|
|
|
1,472
|
|
|
|
5,816
|
|
|
|
3,854
|
|
General
and administrative
|
|
|
2,238
|
|
|
|
2,977
|
|
|
|
6,587
|
|
|
|
9,018
|
|
Amortization
of intangible assets
|
|
|
83
|
|
|
|
-
|
|
|
|
110
|
|
|
|
-
|
|
Restructuring
costs
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
765
|
|
Total
operating expenses
|
|
|
7,666
|
|
|
|
6,753
|
|
|
|
19,981
|
|
|
|
20,155
|
|
Loss
from operations
|
|
|
(4,562
|
)
|
|
|
(2,525
|
)
|
|
|
(10,108
|
)
|
|
|
(7,642
|
)
|
Interest
and other income (expense), net
|
|
|
18
|
|
|
|
(277
|
)
|
|
|
(5,543
|
)
|
|
|
197
|
|
Loss
before income taxes
|
|
|
(4,544
|
)
|
|
|
(2,802
|
)
|
|
|
(15,651
|
)
|
|
|
(7,445
|
)
|
Benefit
for income taxes
|
|
|
(7
|
)
|
|
|
(138
|
)
|
|
|
(102
|
)
|
|
|
(112
|
)
|
Net
loss
|
|
$
|
(4,537
|
)
|
|
$
|
(2,664
|
)
|
|
$
|
(15,549
|
)
|
|
$
|
(7,333
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
and diluted
|
|
$
|
(0.08
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.25
|
)
|
|
$
|
(0.11
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
used in per share calculations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
and diluted
|
|
|
59,909
|
|
|
|
67,670
|
|
|
|
61,042
|
|
|
|
67,548
|
|
The
accompanying notes are an integral part of these condensed consolidated
financial statements
GEEKNET,
INC. (FORMERLY SOURCEFORGE, INC.)
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In
thousands, unaudited)
|
|
Nine Months Ended September
30,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
Cash
flows from operating activities:
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(15,549
|
)
|
|
$
|
(7,333
|
)
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
|
|
|
|
|
|
|
|
Depreciation
and amortization
|
|
|
1,637
|
|
|
|
1,500
|
|
Stock-based
compensation expense
|
|
|
2,009
|
|
|
|
2,981
|
|
Provision
for bad debts
|
|
|
97
|
|
|
|
80
|
|
Provision
for excess and obsolete inventory
|
|
|
34
|
|
|
|
103
|
|
Loss
on disposal of assets
|
|
|
1,020
|
|
|
|
3
|
|
Loss
on sale of investments
|
|
|
-
|
|
|
|
308
|
|
Impairment
of investments
|
|
|
4,585
|
|
|
|
108
|
|
Non-cash
restructuring expense
|
|
|
-
|
|
|
|
765
|
|
Changes
in assets and liabilities:
|
|
|
|
|
|
|
|
|
Accounts
receivable
|
|
|
1,235
|
|
|
|
(743
|
)
|
Inventories
|
|
|
(1,638
|
)
|
|
|
(598
|
)
|
Prepaid
expenses and other assets
|
|
|
(841
|
)
|
|
|
(1,336
|
)
|
Accounts
payable
|
|
|
(16
|
)
|
|
|
(1,819
|
)
|
Accrued
restructuring liabilities
|
|
|
(2,089
|
)
|
|
|
(2,150
|
)
|
Deferred
revenue
|
|
|
179
|
|
|
|
(89
|
)
|
Accrued
liabilities and other
|
|
|
(412
|
)
|
|
|
35
|
|
Other
long-term liabilities
|
|
|
28
|
|
|
|
14
|
|
Net
cash used in operating activities
|
|
|
(9,721
|
)
|
|
|
(8,171
|
)
|
Cash
flows from investing activities:
|
|
|
|
|
|
|
|
|
Purchase
of property and equipment
|
|
|
(738
|
)
|
|
|
(1,902
|
)
|
Purchase
of marketable securities
|
|
|
-
|
|
|
|
(26,441
|
)
|
Maturities
or sale of marketable securities
|
|
|
559
|
|
|
|
49,926
|
|
Acquisition
of a business, net of cash acquired
|
|
|
(2,613
|
)
|
|
|
-
|
|
Proceeds
from sales of intangible assets, net
|
|
|
172
|
|
|
|
-
|
|
Purchase
of intangible assets
|
|
|
(106
|
)
|
|
|
-
|
|
Net
cash (used in) provided by investing activities
|
|
|
(2,726
|
)
|
|
|
21,583
|
|
Cash
flows from financing activities:
|
|
|
|
|
|
|
|
|
Proceeds
from issuance of common stock
|
|
|
259
|
|
|
|
18
|
|
Repurchase
of common stock
|
|
|
(3,195
|
)
|
|
|
(242
|
)
|
Net
cash used in financing activities
|
|
|
(2,936
|
)
|
|
|
(224
|
)
|
Cash
flows from discontinued operations:
|
|
|
|
|
|
|
|
|
Net
cash provided by operating activities
|
|
|
-
|
|
|
|
42
|
|
Net
cash provided by discontinued operations
|
|
|
-
|
|
|
|
42
|
|
Net
increase (decrease) in cash and cash equivalents
|
|
|
(15,383
|
)
|
|
|
13,230
|
|
Cash
and cash equivalents, beginning of period
|
|
|
40,511
|
|
|
|
25,037
|
|
Cash
and cash equivalents, end of period
|
|
$
|
25,128
|
|
|
$
|
38,267
|
|
The
accompanying notes are an integral part of these condensed consolidated
financial statements.
GEEKNET,
INC. (FORMERLY SOURCEFORGE, INC.)
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Overview
Geeknet,
Inc. (“Geeknet” or the “Company”), previously known as SourceForge, Inc, owns
and operates a network of media web properties serving the technology
professional and enthusiast, and the software development and open source
communities. The Company’s wholly-owned subsidiary, ThinkGeek, Inc.,
provides online sales of a variety of retail products of interest to these
communities. The Company’s network of web properties includes:
SourceForge, Slashdot, ThinkGeek, Ohloh and freshmeat. Combining
user-developed content and e-commerce, Geeknet is the global geek community's
nexus for information exchange, merchandise, and open source software
distribution. Our corporate web site is geek.net.
The
Company was incorporated in California in January 1995 and reincorporated in
Delaware in December 1999. From the date of its incorporation through
October 2001, the Company sold Linux-based hardware systems and services under
the name VA Linux Systems, Inc. In December 2001, the Company changed
its name to VA Software Corporation to reflect its decision to pursue Online
Media, E-commerce, Software and Online Images businesses. In December
2005, the Company sold its Online Images business to WebMediaBrands Inc. and in
April 2007, the Company sold its Software business to CollabNet, Inc.
(“CollabNet”). On May 24, 2007 the Company changed its name to
SourceForge, Inc. In September 2009, the Company acquired Ohloh
Corporation (“Ohloh”), a directory of open source projects and developers, and
in November 2009 the Company changed its name to Geeknet to project a more
accurate reflection of its business, primarily to the advertising
community.
The
interim financial information presented in this Form 10-Q is not audited and is
not necessarily indicative of the Company’s future consolidated financial
position, results of operations or cash flows. The accompanying
condensed consolidated balance sheet as of December 31, 2008 has been derived
from unaudited transition financial statements included on Form 10-Q, and the
interim unaudited condensed consolidated financial statements contained in this
Form 10-Q have been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission (“SEC”) and on the same basis as the annual
financial statements. Certain information and footnote disclosures
normally included in consolidated financial statements prepared in accordance
with generally accepted accounting principles in the United States of America
have been condensed or omitted in accordance with such rules and
regulations. In the opinion of management, all adjustments, which
include only normal recurring adjustments, necessary to present fairly the
Company’s financial position as of September 30, 2009, its results of operations
for the three and nine months ended September 30, 2009 and September 30, 2008
and its cash flows for the nine months ended September 30, 2009 and September
30, 2008 have been made. These financial statements and notes should
be read in conjunction with the Company’s audited financial statements and notes
thereto for the fiscal year ended July 31, 2008, included in the Company’s
Annual Report on Form 10-K filed with the SEC and the Company’s unaudited
financial information and notes thereto for the five month transition period
ended December 31, 2008, included in the Company’s transition report on Form
10-Q filed with the SEC.
2. Summary
of Significant Accounting Policies
Except as
discussed below, there have been no significant changes to the Company’s
critical accounting estimates during the three and nine months ended September
30, 2009 as compared to what was previously disclosed in the Notes to
Consolidated Financial Statements included in the Company’s Annual Report on
Form 10-K for the year ended July 31, 2008.
Adopted
Accounting Pronouncements
Effective
July 1, 2009, the Company adopted the “Financial Accounting Standards Board
(“FASB”) Accounting Standards Codification” and the Hierarchy of Generally
Accepted Accounting Principles (ASC 105). ASC 105 establishes the
FASB Accounting Standards Codification (the “Codification” or “ASC”) as the
source of authoritative accounting principles recognized by the FASB to be
applied by nongovernmental entities in the preparation of financial statements
in conformity with Accounting Standards Generally Accepted in the United States
(“U.S. GAAP”). Rules and interpretive releases of the SEC under
authority of federal securities laws are also sources of authoritative U.S. GAAP
for SEC registrants. All guidance contained in the Codification
carries an equal level of authority. The Codification superseded all
existing non-SEC accounting and reporting standards. All other
non-grandfathered, non-SEC accounting literature not included in the
Codification is non-authoritative. The FASB will not issue new
standards in the form of Statements, FASB Staff Positions or Emerging Issues
Task Force Abstracts. Instead, it will issue Accounting Standards
Updates (“ASUs”). The FASB will not consider ASUs as authoritative in
their own right. ASUs will serve only to update the Codification,
provide background information about the guidance and provide the bases for
conclusions on the change(s) in the Codification. References made to
FASB guidance throughout this document have been updated for the
Codification. The adoption of ASC 105 did not have an impact on the
Company’s financial position or results of operations.
Effective
August 1, 2008, the Company adopted FASB ASC 820-10, “Fair Value Measurements
and Disclosures– Overall” (“ASC 820-10”) and FASB ASC 825-10, “The Fair Value
Option for Financial Assets and Financial Liabilities Including an amendment of
FASB Codification Topic 320” (“ASC 825-10”). The Company has elected
the fair value option for its Auction Rate Securities, also classified as
Municipal Bonds, as of August 1, 2008. In conjunction with the
adoption of ASC 825-10, the Company reduced accumulated other comprehensive loss
by $0.6 million and accounted for this as a cumulative effect of a change in
accounting principle which was recorded as an increase in its Accumulated
Deficit.
Effective
April 1, 2009, the Company adopted a new accounting standard for subsequent
events, as codified in ASC 855-10. The update modifies the names of the two
types of subsequent events either as recognized subsequent events (previously
referred to in practice as Type I subsequent events) or non-recognized
subsequent events (previously referred to in practice as Type II subsequent
events). In addition, the standard modifies the definition of subsequent events
to refer to events or transactions that occur after the balance sheet date, but
before the financial statements are issued (for public entities) or available to
be issued (for nonpublic entities). It also requires the disclosure of the date
through which subsequent events have been evaluated. The update did not result
in significant changes in the practice of subsequent event disclosures, and
therefore the adoption did not have any impact on the Company’s consolidated
financial statements.
Recent
Accounting Pronouncements
In
September 2009, the FASB issued Update No. 2009-13, “Multiple-Deliverable
Revenue Arrangements—a consensus of the FASB Emerging Issues Task Force” (ASU
2009-13). It updates the existing multiple-element revenue arrangements guidance
currently included under ASC 605-25, which originated primarily from the
guidance in EITF Issue No. 00-21, “Revenue Arrangements with Multiple
Deliverables” (EITF 00-21). The revised guidance primarily provides two
significant changes: 1) eliminates the need for objective and reliable evidence
of the fair value for the undelivered element in order for a delivered item to
be treated as a separate unit of accounting, and 2) eliminates the residual
method to allocate the arrangement consideration. In addition, the guidance also
expands the disclosure requirements for revenue recognition. ASU 2009-13 will be
effective for the first annual reporting period beginning on or after June 15,
2010, with early adoption permitted provided that the revised guidance is
retroactively applied to the beginning of the year of adoption. The Company is
currently assessing the impact of this new accounting update on its consolidated
financial statements.
In August
2009, the FASB issued Update No. 2009-05, “Fair Value Measurements and
Disclosures (Topic 820) – Measuring Liabilities at Fair Value” (“ASU 2009-05”).
ASU 2009-05 amends ASC 820, Fair Value Measurements and Disclosures to provide
further guidance on how to measure the fair value of a liability, an area where
practitioners have been seeking further guidance. It primarily does three
things: 1) sets forth the types of valuation techniques to be used to value a
liability when a quoted price in an active market for the identical liability is
not available, 2) clarifies that when estimating the fair value of a liability,
a reporting entity is not required to include a separate input or adjustment to
other inputs relating to the existence of a restriction that prevents the
transfer of the liability and 3) clarifies that both a quoted price in an active
market for the identical liability at the measurement date and the quoted price
for the identical liability when traded as an asset in an active market when no
adjustments to the quoted price of the asset are required are Level 1 fair value
measurements. This standard is effective beginning fourth quarter of 2009 for
the Company. The adoption of this standard update is not expected to impact the
Company’s consolidated financial statements.
In June
2009, the FASB issued ASC 810-10 “Consolidation of Variable Interest
entities” ASC 810-10 requires an analysis to determine whether a
variable interest gives the entity a controlling financial interest in a
variable interest entity. This statement requires an ongoing reassessment and
eliminates the quantitative approach previously required for determining whether
an entity is the primary beneficiary. ASC 810-10 is effective for year beginning
January 1, 2010. The Company is currently evaluating the impact of adopting this
standard on its consolidated financial statements.
Use
of Estimates in Preparation of Consolidated Financial Statements
The
preparation of the Company’s consolidated financial statements and related notes
requires the Company to make estimates, which include judgments and assumptions
that affect the reported amounts of assets, liabilities, revenue and expenses,
and related disclosure of contingent assets and liabilities. The
Company has based its estimates on historical experience and on various
assumptions that are believed to be reasonable under the circumstances and the
Company evaluates its estimates on a regular basis and makes changes
accordingly. Historically, the Company’s estimates relative to its
critical accounting estimates have not differed materially from actual results,
however actual results may differ from these estimates under different
conditions.
A
critical accounting estimate is based on judgments and assumptions about matters
that are highly uncertain at the time the estimate is made. Different
estimates that reasonably could have been used, or changes in accounting
estimates, could materially impact the financial statements.
Principles
of Consolidation
The
interim financial information presented in this Quarterly Report on Form 10-Q
includes the accounts of Geeknet and its wholly-owned
subsidiaries. All significant intercompany accounts and transactions
have been eliminated in consolidation. At September 30, 2009, the
Company owned approximately 9% of CollabNet, Inc. (“CollabNet”) consisting of
CollabNet’s Series C-1 preferred stock. As the Company holds less
than 20% of the voting stock of CollabNet and does not otherwise exercise
significant influence over them, the investment is accounted for under the cost
method. CollabNet is a developer of software used in collaborative
software development.
Related-party
revenue associated with CollabNet was $0.1 million and $0.2 million for the
three months ended September 30, 2009 and September 30, 2008,
respectively. Related-party revenue associated with CollabNet was
$0.5 million and $0.6 million for the nine months ended September 30, 2009 and
September 30, 2008, respectively.
Foreign
Currency Translation
The
Company has a wholly-owned foreign subsidiary, SourceForge Europe, which is
located in Belgium. The functional currency of SourceForge Europe is
the Euro, which is Belgium’s local currency. For the periods
presented, no revenue or expenses resulted from this entity. At
September 30, 2009 the Company had a foreign cash balance of $0.02
million. Remaining balance sheet accounts are translated into U.S.
dollars at exchange rates prevailing at balance sheet dates. Expenses
are translated into U.S. dollars at average rates for the
period. Gains and losses resulting from translation are charged or
credited in other comprehensive income as a component of stockholders’
equity. As of September 30, 2009, the Company did not hold any
foreign currency derivative instruments.
Segment
and Geographic Information
Operating
segments are identified as components of an enterprise about which separate
discrete financial information is available for evaluation by the chief
operating decision-maker, or decision-making group, in making decisions about
how to allocate resources and assess performance. The Company’s chief
decision-making group is the Chief Executive Officer and the executive
team. The Company currently operates as two reportable business
segments: Online Media and E-commerce.
The
Company markets its Online Media products in the United States through its
direct sales force and with respect to international Online Media sales, through
representatives in the United Kingdom, Europe and Australia. The
Company markets its E-commerce products through its web site. Revenue
for the three and nine months ended September 30, 2009 and September 30, 2008,
respectively, was generated primarily from sales to customers in the United
States.
Cash
and Cash Equivalents
The
Company considers all highly-liquid investments with an original maturity of
three months or less to be cash equivalents. Cash and cash
equivalents consist principally of cash deposited in money market and checking
accounts as well as treasury bills.
Investments
Investments
in highly-liquid financial instruments with remaining maturities greater than
three months and less than one year are classified as short-term
investments. Financial instruments with remaining maturities greater
than one year are classified as long-term investments.
Marketable
securities classified as available-for-sale are reported at market value, with
net unrealized gains or losses recorded in accumulated other comprehensive
income (loss), a separate component of stockholders' equity, until
realized. Realized gains and losses on investments are computed based
upon specific identification and are included in interest and other income
(expense), net. Investments designated as trading securities are
stated at fair value, with gains or losses resulting from changes in fair value
recognized currently in earnings. Non-marketable equity securities
are accounted for at historical cost.
Other-Than-Temporary
Impairment.
All of
the Company’s available-for-sale investments and non-marketable equity
securities are subject to a periodic impairment review. Investments
are considered to be impaired when a decline in fair value is judged to be
other-than-temporary. This determination requires significant
judgment. For publicly-traded investments, impairment is determined
based upon the specific facts and circumstances present at the time, including a
review of the closing price over the previous six months, general market
conditions and the Company’s intent and ability to hold the investment for a
period of time sufficient to allow for recovery. For non-marketable
equity securities, the impairment analysis requires the identification of events
or circumstances that would likely have a significant adverse effect on the fair
value of the investment, including revenue and earnings trends, overall business
prospects and general market conditions in the investees’ industry or geographic
area. Investments identified as having an indicator of impairment are
subject to further analysis to determine if the investment is
other-than-temporarily impaired, in which case the investment is written down to
its impaired value. In March 2009, the Company recorded an impairment
loss of $4.6 million related to its investment in CollabNet, which is included
in interest and other income (expense), net.
Revenue
Recognition
The
Company recognizes revenue as follows:
Online
Media Revenue
Online
Media revenue is primarily derived from sales of advertising on the Company’s
various web properties. The Company recognizes Online Media revenue
as advertising is delivered over the period in which the advertisements are
displayed, provided that persuasive evidence of an arrangement exists, no
significant obligations remain, the fee is fixed or determinable, and collection
of the receivable is reasonably assured.
E-commerce
Revenue
E-commerce
revenue is derived from the online sale of consumer goods. The
Company recognizes E-commerce revenue from the sale of consumer goods when
persuasive evidence of an arrangement exists, delivery has occurred, the sale
price is fixed or determinable, and collectibility is reasonably
assured. In general, the Company recognizes E-commerce revenue upon
the shipment of goods. The Company grants customers a 30-day right to
return products and records a reserve for returns, if
material. Returns have been immaterial for the periods
presented. At September 30, 2009, there was no reserve for returns
and at December 31, 2008 a $0.2 million returns reserve was included in accrued
liabilities.
The
Company’s E-commerce business is highly seasonal, reflecting the general pattern
associated with the retail industry of peak sales and earnings during the
calendar year-end holiday shopping season. In the past several years,
a substantial portion of the Company’s E-commerce revenue has occurred in the
Company’s fourth calendar quarter which begins on October 1 and ends on December
31. As is typical in the retail industry, the Company generally
experiences lower monthly E-commerce revenue during the first nine months of the
year. The Company’s E-commerce revenue in a particular period is not
necessarily indicative of future E-commerce revenue for a subsequent quarter or
its full year.
Software
Development Costs
Costs
related to the planning and post-implementation phases of internal use software
products are recorded as an operating expense. Direct costs incurred
in the development phase are capitalized and amortized over the product’s
estimated useful life as charges to cost of revenue.
No
internal use software costs were capitalized for the three and nine months ended
September 30, 2009 and the three and nine months ended September 30,
2008.
Property
and Equipment
Property
and equipment are stated at cost and are depreciated using the straight-line
method over the estimated useful lives of the assets. Leasehold
improvements are amortized over the lesser of the estimated useful lives or the
corresponding lease term.
Goodwill
and Intangibles
Intangible
assets are amortized on a straight-line basis over their estimated lives of
three to five years. The Company continually evaluates whether events
or circumstances have occurred that indicate the remaining estimated useful
lives of these intangible assets may not be recoverable. When events
or circumstances indicate that the goodwill and intangible assets should be
evaluated for possible impairment, the Company uses an estimate of the related
business segment's undiscounted net income over the remaining useful life of the
intangible assets in measuring whether they are recoverable. No
events or circumstances occurred that would indicate a possible impairment in
the carrying value of intangible assets at September 30, 2009.
Goodwill
and intangible assets are as follows (in thousands):
|
|
September 30, 2009
|
|
|
December 31, 2008
|
|
|
|
Gross
|
|
|
Accumulated
|
|
|
|
|
|
Gross
|
|
|
Accumulated
|
|
|
|
|
|
|
asset
|
|
|
amortization
|
|
|
Net asset
|
|
|
asset
|
|
|
amortization
|
|
|
Net asset
|
|
Goodwill
|
|
$
|
62,032
|
|
|
$
|
(60,362
|
)
|
|
$
|
1,670
|
|
|
$
|
60,362
|
|
|
$
|
(60,362
|
)
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Identified
intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domain
and trade names
|
|
|
6,043
|
|
|
|
(5,936
|
)
|
|
|
107
|
|
|
|
5,933
|
|
|
|
(5,933
|
)
|
|
|
-
|
|
Purchased
technology
|
|
|
3,492
|
|
|
|
(2,641
|
)
|
|
|
851
|
|
|
|
2,534
|
|
|
|
(2,534
|
)
|
|
|
-
|
|
|
|
|
9,535
|
|
|
|
(8,577
|
)
|
|
|
958
|
|
|
|
8,467
|
|
|
|
(8,467
|
)
|
|
|
-
|
|
Total
goodwill and identified intangible assets
|
|
$
|
71,567
|
|
|
$
|
(68,939
|
)
|
|
$
|
2,628
|
|
|
$
|
68,829
|
|
|
$
|
(68,829
|
)
|
|
$
|
-
|
|
The
future amortization expense of identified intangibles is as follows (in
thousands):
Year ending December 31,
|
|
Amount
|
|
2009
|
|
$
|
98
|
|
2010
|
|
|
353
|
|
2011
|
|
|
353
|
|
2012
|
|
|
154
|
|
|
|
$
|
958
|
|
Inventories
Inventories
related to the Company’s E-commerce business consist solely of finished goods
that are valued at the lower of cost or market using the average cost
method. Provisions, when required, are made to reduce excess and
obsolete inventories to their estimated net realizable values.
Concentrations
of Credit Risk and Significant Customers
The
Company’s investments are held with two reputable financial institutions; both
institutions are headquartered in the United States. The Company’s
investment policy limits the amount of risk exposure. Financial
instruments that potentially subject the Company to concentrations of credit
risk consist primarily of cash and trade receivables. The Company
provides credit, in the normal course of business, to a number of companies and
performs ongoing credit evaluations of its customers. The credit risk
in the Company’s trade receivables is substantially mitigated by its credit
evaluation process and reasonably short collection terms. The Company
maintains reserves for potential credit losses and such losses have been within
management’s expectations. As of September 30, 2009, one advertising
agency accounted for more than 12.1% of the Company’s gross accounts
receivable.
For the
three months ended September 30, 2009, no one customer represented more than 10%
of revenue and for the nine months ended September 30, 2009, Google Inc.
represented 10% of revenue. For the three and nine months ended
September 30, 2008, Google Inc. represented 12.3% and 13.6%, respectively, of
revenue.
3.
Composition of Certain Balance Sheet Components
Property
and equipment, net consist of the following (in thousands):
|
|
September 30,
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
Computer
and office equipment (useful lives of 2 to 4 years)
|
|
$
|
5,397
|
|
|
$
|
5,846
|
|
Furniture
and fixtures (useful lives of 2 to 4 years)
|
|
|
201
|
|
|
|
92
|
|
Leasehold
improvements (useful lives of lesser of estimated life or lease
term)
|
|
|
82
|
|
|
|
58
|
|
Software
(useful lives of 2 to 5 years)
|
|
|
378
|
|
|
|
2,778
|
|
Total
property and equipment
|
|
|
6,058
|
|
|
|
8,774
|
|
Less:
Accumulated depreciation and amortization
|
|
|
(3,322
|
)
|
|
|
(4,026
|
)
|
Property
and equipment, net
|
|
$
|
2,736
|
|
|
$
|
4,748
|
|
In June
2009, the Company disposed of internally developed software, with the resulting
loss of $1.2 million included in Interest income and other income (expense),
net.
Other
long-term assets consist of the following (in thousands):
|
|
September 30,
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
Equity
investment
|
|
$
|
1,979
|
|
|
$
|
6,564
|
|
Goodwill
|
|
|
1,670
|
|
|
|
-
|
|
Intangible
assets, net
|
|
|
958
|
|
|
|
-
|
|
ARS
Right
|
|
|
-
|
|
|
|
1,903
|
|
Other
|
|
|
446
|
|
|
|
407
|
|
Other
long-term assets
|
|
$
|
5,053
|
|
|
$
|
8,874
|
|
Other
long-term liabilities consist of the following (in thousands):
|
|
September 30,
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
Accrued
restructuring liabilities, net of current portion
|
|
$
|
-
|
|
|
$
|
1,254
|
|
Other
long-term liabilities
|
|
|
197
|
|
|
|
169
|
|
Other
long-term liabilities
|
|
$
|
197
|
|
|
$
|
1,423
|
|
4.
Investments
The
Company classifies its investments as available-for-sale or trading at the time
they are acquired and reports them at fair value with net unrealized gains or
losses reported, net of tax, using the specific identification method as other
income in the statement of operations or other comprehensive gain or loss in
stockholders’ equity. See Note 5 – Fair Value
Measurements.
The
Company’s cash, cash equivalents and investments consist of the following (in
thousands):
|
|
September 30, 2009
|
|
|
December 31, 2008
|
|
|
|
Adjusted
|
|
|
Gross Unreal-
|
|
|
Estimated
|
|
|
Adjusted
|
|
|
Gross Unreal-
|
|
|
Estimated
|
|
|
|
Cost
|
|
|
ized Losses
|
|
|
Fair
Value
|
|
|
Cost
|
|
|
ized Losses
|
|
|
Fair
Value
|
|
Cash
and cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
1,327
|
|
|
$
|
-
|
|
|
$
|
1,327
|
|
|
$
|
4,898
|
|
|
$
|
-
|
|
|
$
|
4,898
|
|
Money
market funds
|
|
|
23,801
|
|
|
|
-
|
|
|
|
23,801
|
|
|
|
35,613
|
|
|
|
-
|
|
|
|
35,613
|
|
Total
cash and cash equivalents
|
|
|
25,128
|
|
|
|
-
|
|
|
|
25,128
|
|
|
|
40,511
|
|
|
|
-
|
|
|
|
40,511
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term
investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate
securities
|
|
|
8
|
|
|
|
-
|
|
|
|
8
|
|
|
|
567
|
|
|
|
(4
|
)
|
|
|
563
|
|
Government
securities
|
|
|
10,850
|
|
|
|
(1,386
|
)
|
|
|
9,464
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total
short-term investments
|
|
$
|
10,858
|
|
|
$
|
(1,386
|
)
|
|
$
|
9,472
|
|
|
$
|
567
|
|
|
$
|
(4
|
)
|
|
$
|
563
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term
investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Government
securities
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
10,850
|
|
|
|
(1,903
|
)
|
|
|
8,947
|
|
Total
long-term investments
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
10,850
|
|
|
$
|
(1,903
|
)
|
|
$
|
8,947
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted
cash
|
|
$
|
1,000
|
|
|
$
|
-
|
|
|
$
|
1,000
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted
cash, non current
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
1,000
|
|
|
$
|
-
|
|
|
$
|
1,000
|
|
At
September 30, 2009, the Company has recorded its government securities as
short-term investments based on its right to require UBS AG (“UBS”) to
repurchase these investments on June 30, 2010.
5.
Fair Value Measurements
The
following table represents the Company’s fair value hierarchy for its financial
assets (cash equivalents and investments) measured at fair value on a recurring
basis as of September 30, 2009 (in thousands):
|
|
Fair Value Measurements at Reporting Date Using
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Money
market fund deposits
|
|
$
|
23,801
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
23,801
|
|
Corporate
debt
|
|
|
-
|
|
|
|
-
|
|
|
|
8
|
|
|
|
8
|
|
Municipal
bonds
|
|
|
-
|
|
|
|
-
|
|
|
|
9,464
|
|
|
|
9,464
|
|
ARS
Right
|
|
|
-
|
|
|
|
-
|
|
|
|
1,386
|
|
|
|
1,386
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
23,801
|
|
|
$
|
-
|
|
|
$
|
10,858
|
|
|
$
|
34,659
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts
included in:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$
|
23,801
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
23,801
|
|
Short-term
investments
|
|
|
-
|
|
|
|
-
|
|
|
|
9,472
|
|
|
|
9,472
|
|
Other
current assets
|
|
|
-
|
|
|
|
-
|
|
|
|
1,386
|
|
|
|
1,386
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
23,801
|
|
|
$
|
-
|
|
|
$
|
10,858
|
|
|
$
|
34,659
|
|
Level 3
assets include municipal bonds with an auction reset feature (“auction-rate
securities” or “ARS”) whose underlying assets are student loans which are
substantially backed by the federal government. Auction-rate
securities are long-term floating rate bonds tied to short-term interest
rates. In February 2008, auctions began to fail for these securities
and each auction since then has failed. Consequently, the investments
are not currently liquid. At September 30, 2009, all of the Company’s
ARS were rated AAA, the highest credit rating, by at least one rating
agency. The Company has a right to sell at par value (the “ARS
Right”), auction-rate securities originally at $10.8 million to UBS, its
investment advisor, at any time during a two-year period beginning June 30,
2010. The Company has valued the ARS Right as the difference between
the par value and the fair value of its ARS, as adjusted for any bearer risk
associated with UBS’s financial ability to repurchase the ARS beginning June 30,
2010.
The ARS
were valued utilizing a discounted cash flow approach. The
assumptions used in preparing the discounted cash flow model are based on data
available as of September 30, 2009 and include estimates of interest rates,
timing and amount of cash flows, credit and liquidity premiums, and expected
holding periods of the ARS. These assumptions are volatile and
subject to change as the underlying sources of these assumptions and market
conditions change.
In
conjunction with the adoption of FASB ASC 825-10, the Company elected the fair
value option for its ARS and the ARS Right. Since the ARS Right is
directly related to the ARS investments, the Company elected the fair value
option for these financial assets. Upon adoption of FASB ASC 825-10,
the Company reduced its Accumulated Other Comprehensive Loss by $0.6 million and
accounted for this as a cumulative effect of a change in accounting principle
which was recorded as an increase in its Accumulated Deficit. The
following table provides a reconciliation of the beginning and ending balances
for the assets measured at fair value using significant unobservable inputs
(Level 3) (in thousands):
|
|
Fair Value Measurements at
Reporting Date Using
significant Unobservable
Inputs (Level 3) Financial
Assets
|
|
Balance
at December 31, 2008
|
|
$
|
10,858
|
|
Loss
on other assets
|
|
|
(517
|
)
|
Gain
on investments
|
|
|
517
|
|
|
|
|
|
|
Balance
at September 30, 2009
|
|
$
|
10,858
|
|
6. Restructuring
Costs
In
October 2007, the Company relocated its corporate headquarters to Mountain View,
California. In conjunction with this relocation, the Company recorded
total restructuring charge of $2.2 million for the remaining facility space and
leasehold improvements at its former corporate headquarters located in Fremont,
California. In conjunction with the sale of its Software business in
April 2007, the Company accrued a restructuring charge of $0.6 million for the
excess facility space formerly used by its Software business, which was included
in the gain on disposal of discontinued operations. During the fiscal
years ended July 31, 2001 and 2002, the Company adopted plans to exit its
hardware systems and hardware-related software engineering and professional
services businesses, as well as to exit a sublease agreement and to reduce its
general and administrative overhead costs. The Company exited these
businesses to pursue its current Online Media and E-commerce businesses and
reduce its operating losses to improve cash flow. The restructuring
liability of $2.0 million as of September 30, 2009 represents the remaining
accrual from non-cancelable lease payments, which continue through May 2010,
less estimated sublease rent. This accrual is subject to change
should actual circumstances change. The Company will continue to
evaluate and update, if applicable, these accruals on an annual
basis.
Below is
a summary of the changes to the restructuring liability (in
thousands):
|
|
Balance at
Beginning
of
Period
|
|
|
Cash
Payments
|
|
|
Other
|
|
|
Balance at
End
of Period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
the nine months ended September 30, 2009
|
|
$
|
4,116
|
|
|
$
|
(2,145
|
)
|
|
$
|
56
|
|
|
$
|
2,027
|
|
7. Computation
of Per Share Amounts
Basic
earnings per common share is computed using the weighted-average number of
common shares outstanding (adjusted for treasury stock and common stock subject
to repurchase activity) during the period. Diluted earnings per
common share is computed using the weighted-average number of common and
dilutive common equivalent shares outstanding during the
period. Common equivalent shares are anti-dilutive when their
conversion would increase earnings per share. Dilutive common
equivalent shares consist primarily of stock options and restricted stock
awards.
Employee
equity share options, nonvested shares, and similar equity instruments granted
by the Company are treated as potential common shares outstanding in computing
diluted earnings per share. Diluted shares outstanding would include
the dilutive effect of in-the-money options, calculated based on the average
share price for each period using the treasury stock method, had there been any
during the period. Under the treasury stock method, the amount the
employee (or purchaser of the written call options) must pay for exercising
stock options, the amount of compensation cost for future service that the
Company has not yet recognized, and the amount of tax benefits that would be
recorded in additional paid-in capital when the award becomes deductible are
assumed to be used to repurchase shares. Additionally, under the
treasury stock method the amount the purchaser of the written call options must
pay for exercising stock options is assumed to be used to repurchase
shares.
The
following table presents the calculation of basic and diluted earnings per share
(in thousands, except per share data):
|
|
Three Months Ended September 30,
|
|
|
Nine Months Ended September 30,
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(4,537
|
)
|
|
$
|
(2,664
|
)
|
|
$
|
(15,549
|
)
|
|
$
|
(7,333
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average shares - basic and diluted
|
|
|
59,909
|
|
|
|
67,670
|
|
|
$
|
61,042
|
|
|
|
67,548
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
and diluted
|
|
$
|
(0.08
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.25
|
)
|
|
$
|
(0.11
|
)
|
The
following potential common shares have been excluded from the calculation of
diluted earnings per share for all periods presented because they are
anti-dilutive (in thousands):
|
|
Three Months Ended September 30,
|
|
|
Nine Months Ended September 30,
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
Anti-dilutive
securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Options
to purchase common stock
|
|
|
6,512
|
|
|
|
5,880
|
|
|
|
6,411
|
|
|
|
5,633
|
|
Unvested
restricted stock purchase rights
|
|
|
147
|
|
|
|
919
|
|
|
|
356
|
|
|
|
851
|
|
Total
|
|
|
6,659
|
|
|
|
6,799
|
|
|
|
6,767
|
|
|
|
6,484
|
|
8. Comprehensive
Loss
Comprehensive
loss is comprised of net loss and other non-owner changes in stockholders’
equity, including foreign currency translation gains or losses and unrealized
gains or losses on available-for-sale marketable securities. The
following table presents the components of comprehensive loss (in
thousands):
|
|
Three Months Ended September 30,
|
|
|
Nine Months Ended September 30,
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
Net
loss
|
|
$
|
(4,537
|
)
|
|
$
|
(2,664
|
)
|
|
$
|
(15,549
|
)
|
|
$
|
(7,333
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized
gain (loss) on marketable securities
and investments
|
|
|
-
|
|
|
|
(461
|
)
|
|
|
4
|
|
|
|
(997
|
)
|
Comprehensive
loss
|
|
$
|
(4,537
|
)
|
|
$
|
(3,125
|
)
|
|
$
|
(15,545
|
)
|
|
$
|
(8,330
|
)
|
9. Stockholders’
Equity and Stock-Based Compensation
Stock
Repurchase Program
In October 2008, the Company’s Board of
Directors authorized a stock repurchase program authorizing the Company to
repurchase up to $10 million of its common stock over a 12-month
period. Repurchased shares are cancelled and
retired. There was no stock repurchase activity during the three
months ended September 30, 2009. As of September 30, 2009 the Company
had repurchased and retired 8.2 million shares of common stock at a
weighted-average price of $0.76 per share for an aggregate purchase price of
$6.2 million under this program.
Stock
option plans
In
December 2007, the Company’s stockholders approved the 2007 Equity Incentive
Plan (“2007 Plan”). The 2007 Plan replaced the Company’s 1998 Stock
Plan (the “1998 Plan”) and the 1999 Director Option Plan (the “Directors’
Plan”), which are collectively referred to as the “Equity Plans”. The
Equity Plans will continue to govern awards previously granted under each
respective plan. There were initially 5,250,000 shares of common
stock reserved for issuance under the 2007 Plan, subject to increase for stock
options or awards previously issued under the Equity Plans which expire or are
cancelled. At September 30, 2009, a total of 2,813,451 shares of
common stock were available for issuance under the 2007 Plan. The
2007 Plan provides that each share award granted with an exercise price less
than the fair market value on the date of grant will be counted as two shares
towards the shares reserved and each such share award forfeited or repurchased
by the Company will increase the shares reserved by two shares.
Under the
2007 Plan, the Board of Directors may grant to employees, consultants and
directors an option to purchase shares of the Company’s Common Stock and/or
awards of the Company’s common stock at terms and prices determined by the Board
of Directors. The Compensation Committee of the Board of Directors
also approved that each non-employee director who has been a member of the Board
of Directors for at least nine months prior to the date of the annual
stockholders’ meeting will be granted a right to purchase 10,000 restricted
shares at $0.001 per share at such annual stockholders’ meeting. The
restricted shares will vest 50 percent immediately and the remaining 50 percent
on the one year anniversary of the grant.
The 2007
Plan will terminate in 2017. Options granted under the 2007 Plan must
be issued at a price equal to at least the fair market value of the Company’s
common stock at the date of grant. All vested options granted under
the 2007 Plan may be exercised at any time within 10 years of the date of grant
or within 90 days of termination of employment, or such other time as may be
provided in the stock option agreement, and vest over a vesting schedule
determined by the Board of Directors. The Company’s policy is to
issue new shares upon exercise of options under the 2007 Plan.
The
following table summarizes option and restricted stock purchase rights
activities from July 31, 2008 through September 30, 2009:
|
|
|
|
|
|
|
|
Stock Options Outstanding
|
|
|
Available
for
Grant
|
|
|
Restricted
Stock
Purchase
Rights
Outstanding
|
|
|
Number
Outstanding
|
|
|
Weighted-
Average
Exercise
Price per
Share
|
|
|
|
Weighted-
Average
Remaining
Contractual
Term
|
|
|
Aggregate
Intrinsic
Value
($ 000's)
|
Balance
at July 31, 2008
|
|
|
4,277,372
|
|
|
|
1,284,580
|
|
|
|
6,207,196
|
|
|
$
|
3.85
|
|
|
|
|
|
|
|
Granted
|
|
|
(2,790,500
|
)
|
|
|
90,000
|
|
|
|
2,610,500
|
|
|
$
|
0.72
|
|
|
|
|
|
|
|
Restricted
stock released
|
|
|
-
|
|
|
|
(304,583
|
)
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
Restricted
stock repurchased
|
|
|
253,333
|
|
|
|
(203,333
|
)
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
Cancelled
|
|
|
165,520
|
|
|
|
-
|
|
|
|
(166,875
|
)
|
|
$
|
3.80
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at December 31, 2008
|
|
|
1,905,725
|
|
|
|
866,664
|
|
|
|
8,650,821
|
|
|
$
|
2.91
|
|
|
|
|
|
|
|
Granted
|
|
|
(1,746,550
|
)
|
|
|
-
|
|
|
|
1,746,550
|
|
|
$
|
1.22
|
|
|
|
|
|
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
(205,196
|
)
|
|
$
|
1.26
|
|
|
|
|
|
|
|
Restricted
stock released
|
|
|
-
|
|
|
|
(390,005
|
)
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
Restricted
stock repurchased
|
|
|
153,332
|
|
|
|
(76,666
|
)
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
Cancelled
|
|
|
2,500,944
|
|
|
|
-
|
|
|
|
(2,509,326
|
)
|
|
$
|
3.62
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at September 30, 2009
|
|
|
2,813,451
|
|
|
|
399,993
|
|
|
|
7,682,849
|
|
|
$
|
2.34
|
|
|
|
7.54
|
|
$
|
1,522
|
Exercisable
at September 30, 2009
|
|
|
|
|
|
|
|
|
|
|
2,939,649
|
|
|
$
|
4.22
|
|
|
|
4.96
|
|
$
|
17
|
The
aggregate intrinsic value in the above table is calculated as the excess of the
September 30, 2009 official closing price of the Company’s stock of $1.26 per
share as reported by the NASDAQ Global Market over the exercise price of the
shares. The total number of in-the-money options exercisable as of
September 30, 2009 was insignificant.
As of
September 30, 2009, total compensation cost related to nonvested stock options
not yet recognized was $3.1 million, which is expected to be recognized over the
next 38 months on a weighted-average basis
.
The total intrinsic
value of options exercised for the three and nine months ended September 30,
2009 and September 30, 2008 was insignificant. The Company issues new
shares upon the exercise of options.
As of
September 30, 2009, 399,993 shares have been issued pursuant to restricted stock
purchase agreements at $0.001 per share. As of September 30, 2009,
total compensation cost related to stock purchase rights not yet recognized was
$0.7 million which is expected to be recognized over the next 16 months on a
weighted-average basis.
The
options outstanding and currently exercisable by exercise price at September 30,
2009 were as follows (in thousands, except years and per-share
amounts):
|
|
|
|
|
|
OPTIONS OUTSTANDING
|
|
|
OPTIONS
EXERCISABLE
|
|
|
|
|
Range of Exercise
Prices
|
|
|
Number
Outstanding
|
|
|
Weighted
Average
Remaining
Life (in
years)
|
|
|
Weighted
Average
Exercise
Price
|
|
|
Shares
|
|
|
Weighted
Average
Exercise
Price
|
|
|
|
$
|
0.63
|
|
-
|
|
$
|
0.63
|
|
|
|
2,250
|
|
|
|
9.18
|
|
|
$
|
0.63
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
$
|
0.67
|
|
-
|
|
$
|
1.06
|
|
|
|
119
|
|
|
|
6.38
|
|
|
|
0.98
|
|
|
|
50
|
|
|
|
0.98
|
|
|
|
$
|
1.19
|
|
-
|
|
$
|
1.26
|
|
|
|
1,120
|
|
|
|
9.77
|
|
|
|
1.20
|
|
|
|
42
|
|
|
|
1.19
|
|
|
|
$
|
1.26
|
|
-
|
|
$
|
1.36
|
|
|
|
703
|
|
|
|
8.86
|
|
|
|
1.31
|
|
|
|
134
|
|
|
|
1.30
|
|
|
|
$
|
1.36
|
|
-
|
|
$
|
1.77
|
|
|
|
784
|
|
|
|
8.02
|
|
|
|
1.55
|
|
|
|
368
|
|
|
|
1.60
|
|
|
|
$
|
1.79
|
|
-
|
|
$
|
2.64
|
|
|
|
790
|
|
|
|
3.63
|
|
|
|
2.38
|
|
|
|
732
|
|
|
|
2.38
|
|
|
|
$
|
2.68
|
|
-
|
|
$
|
3.98
|
|
|
|
768
|
|
|
|
4.75
|
|
|
|
3.39
|
|
|
|
686
|
|
|
|
3.34
|
|
|
|
$
|
4.02
|
|
-
|
|
$
|
4.25
|
|
|
|
798
|
|
|
|
6.62
|
|
|
|
4.11
|
|
|
|
611
|
|
|
|
4.11
|
|
|
|
$
|
4.33
|
|
-
|
|
$
|
5.20
|
|
|
|
178
|
|
|
|
6.37
|
|
|
|
4.90
|
|
|
|
144
|
|
|
|
4.90
|
|
|
|
$
|
5.20
|
|
-
|
|
$
|
64.12
|
|
|
|
173
|
|
|
|
0.82
|
|
|
|
24.93
|
|
|
|
173
|
|
|
|
24.93
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
0.63
|
|
-
|
|
$
|
64.12
|
|
|
|
7,683
|
|
|
|
7.54
|
|
|
$
|
2.34
|
|
|
|
2,940
|
|
|
$
|
4.22
|
|
Stock
Based Compensation Expense
The
following table summarizes employee stock-based compensation expense resulting
from stock options and stock purchase rights (in thousands):
|
|
Three Months Ended September
30,
|
|
|
Nine Months Ended September
30,
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
Included
in cost of revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
Online
Media cost of revenue
|
|
$
|
73
|
|
|
$
|
56
|
|
|
$
|
191
|
|
|
$
|
159
|
|
E-commerce
cost of revenue
|
|
|
19
|
|
|
|
15
|
|
|
|
55
|
|
|
|
46
|
|
Total
included in cost of revenue
|
|
|
92
|
|
|
|
71
|
|
|
|
246
|
|
|
|
205
|
|
Included
in operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales
and marketing
|
|
|
109
|
|
|
|
87
|
|
|
|
370
|
|
|
|
350
|
|
Research
and development
|
|
|
103
|
|
|
|
72
|
|
|
|
267
|
|
|
|
208
|
|
General
and administrative
|
|
|
397
|
|
|
|
359
|
|
|
|
1126
|
|
|
|
2,218
|
|
Total
included in operating expenses
|
|
|
609
|
|
|
|
518
|
|
|
|
1,763
|
|
|
|
2,776
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
stock-based compensation expense
|
|
$
|
701
|
|
|
$
|
589
|
|
|
$
|
2,009
|
|
|
$
|
2,981
|
|
The fair
value of the option grants has been calculated on the date of grant using the
Black-Scholes option pricing model. The expected life for the three
and nine months ended September 30, 2009 and September 30, 2008 was based on
historical settlement patterns. Expected volatility was based on
historical implied volatility in the Company’s stock. The interest
rate for periods within the contractual life of the award is based on the U.S.
Treasury yield curve in effect at the time of grant. The following
table summarizes the weighted-average assumptions for stock options
granted:
|
|
Three Months Ended September 30,
|
|
|
Nine Months Ended September 30,
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
Expected
life (years)
|
|
|
5.84
|
|
|
|
5.22
|
|
|
|
5.82
|
|
|
|
4.83
|
|
Risk-free
interest rate
|
|
|
2.84
|
%
|
|
|
3.00
|
%
|
|
|
2.86
|
%
|
|
|
3.15
|
%
|
Volatility
|
|
|
0.65
|
%
|
|
|
0.60
|
%
|
|
|
0.66
|
%
|
|
|
0.60
|
%
|
Dividend
yield
|
|
None
|
|
|
None
|
|
|
None
|
|
|
None
|
|
Weighted-average
fair value at grant date
|
|
$
|
0.72
|
|
|
$
|
0.75
|
|
|
$
|
0.74
|
|
|
$
|
0.78
|
|
As
stock-based compensation expense recognized in the Consolidated Statement of
Operations for the three and nine months ended September 30, 2009 and September
30, 2008 is based on awards ultimately expected to vest, it has been reduced for
estimated forfeitures based on historical experience.
10. Acquisition
In June
2009, the Company acquired 100% of Ohloh Corporation (“Ohloh”) for $2.6 million
in cash. Visitors to Ohloh's web site, Ohloh.net, supply data
regarding open source projects and developers. Ohloh augments this
user-contributed data with data gleaned from its web-crawling
technology. The Company intends to utilize Ohloh's database of open
source software and developers to enhance its understanding of the Open Source
Software (“OSS”) community and generate additional revenue from advertisers who
utilize Ohloh’s data to reach their desired audience. The acquisition
of Ohloh enhances the Company’s position in and reach into the OSS
community.
The
Company has allocated the purchase price to the tangible and intangible assets
acquired and liabilities assumed, based on their estimated fair
values. The excess purchase price over those fair values is recorded
as goodwill. The acquisition provided the Company with a web crawling
technology, including the data collected, its team of engineers and equipment to
operate the business. The Company believes the data gathered by Ohloh
will enhance its position as a leading OSS company and provide valuable insights
into the markets its customers are targeting. The Company also
believes that there is a market to sell the data generated by the
technology. These opportunities were significant contributing factors
to the establishment of the purchase price.
The fair
values assigned to tangible and intangible assets acquired and liabilities
assumed are based on management estimates and assumptions, including third-party
valuations that utilize established valuation techniques appropriate for the
high-technology industry. The fair value of the developed technology
was estimated by applying the income approach and a market
approach. This fair value measurement is based on significant inputs
that are not observable in the market and thus represents a Level 3
measurement. Key assumptions include the expected cash flows to be
generated from this developed technology over its remaining life and the
discount rate of 35 percent. The Company will test goodwill for
impairment on December 31, the last day of the Company’s fiscal
year. The purchase price has been allocated as follows (in
thousands):
Financial
assets
|
|
$
|
5
|
|
Equipment
|
|
|
23
|
|
Identified
intangible assets
|
|
|
958
|
|
Financial
liabilities
|
|
|
(43
|
)
|
Total
identifiable net assets
|
|
|
943
|
|
Goodwill
|
|
|
1,670
|
|
|
|
$
|
2,613
|
|
A summary
of the allocation of identified intangible assets is as follows (in
thousands):
|
Useful life
|
|
Fair Value
|
|
Developed
technology
|
3
years
|
|
$
|
958
|
|
Total
intangible assets
|
|
|
$
|
958
|
|
The
amounts of Ohloh’s revenue and earnings included in the Company’s consolidated
statement of operations for the year ended December 31, 2009, and the revenue
and net loss of the combined entity had the acquisition date been January 1,
2008 or January 1, 2009 are as follows (in thousands):
|
|
Revenue
|
|
|
Net loss
|
|
Actual
from June 4, 2009 to September 30, 2009
|
|
$
|
58
|
|
|
$
|
(56
|
)
|
|
|
|
|
|
|
|
|
|
Supplemental
pro forma:
|
|
|
|
|
|
|
|
|
January
1, 2009 to September 30, 2009
|
|
|
33,000
|
|
|
|
(15,842
|
)
|
January
1, 2008 to December 31, 2008
|
|
|
59,491
|
|
|
|
(5,315
|
)
|
11. Segment
and Geographic Information
The
Company’s operating segments are significant strategic business units that offer
different products and services. The Company has two operating
segments: Online Media and E-commerce.
The
Company’s Online Media segment consists of Internet websites serving the IT
professional, software development and open source communities and the Company’s
E-commerce segment provides online sales of a variety of retail products of
interest to the software development and IT communities. The
Company’s websites that comprise the Online Media segment include:
SourceForge.net, Slashdot, Ohloh.net and freshmeat.net. Those
corporate expenses that are not allocated to the individual operating segments
and are not considered by the Company’s chief decision-making group in
evaluating the performance of the operating segments are included in
“Other”.
(in thousands)
|
|
Online
Media
|
|
|
E-commerce
|
|
|
Other
|
|
|
Total
Company
|
|
Three
Months Ended September 30, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
from external customers
|
|
$
|
3,683
|
|
|
$
|
7,104
|
|
|
$
|
-
|
|
|
$
|
10,787
|
|
Cost
of revenue
|
|
$
|
1,630
|
|
|
$
|
6,053
|
|
|
$
|
-
|
|
|
$
|
7,683
|
|
Gross
margin
|
|
$
|
2,053
|
|
|
$
|
1,051
|
|
|
$
|
-
|
|
|
$
|
3,104
|
|
Loss
from operations
|
|
$
|
(4,155
|
)
|
|
$
|
(407
|
)
|
|
$
|
-
|
|
|
$
|
(4,562
|
)
|
Depreciation
and amortization
|
|
$
|
968
|
|
|
$
|
34
|
|
|
$
|
(523
|
)
|
|
$
|
479
|
|
Three
Months Ended September 30, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
from external customers
|
|
$
|
5,055
|
|
|
$
|
6,417
|
|
|
$
|
-
|
|
|
$
|
11,472
|
|
Cost
of revenue
|
|
$
|
2,140
|
|
|
$
|
5,104
|
|
|
$
|
-
|
|
|
$
|
7,244
|
|
Gross
margin
|
|
$
|
2,915
|
|
|
$
|
1,313
|
|
|
$
|
-
|
|
|
$
|
4,228
|
|
Loss
from operations
|
|
$
|
(2,365
|
)
|
|
$
|
(160
|
)
|
|
$
|
-
|
|
|
$
|
(2,525
|
)
|
Depreciation
and amortization
|
|
$
|
537
|
|
|
$
|
23
|
|
|
$
|
-
|
|
|
$
|
560
|
|
Nine
Months Ended September 30, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
from external customers
|
|
$
|
11,801
|
|
|
$
|
21,142
|
|
|
$
|
-
|
|
|
$
|
32,943
|
|
Cost
of revenue
|
|
$
|
5,255
|
|
|
$
|
17,815
|
|
|
$
|
-
|
|
|
$
|
23,070
|
|
Gross
margin
|
|
$
|
6,546
|
|
|
$
|
3,327
|
|
|
$
|
-
|
|
|
$
|
9,873
|
|
Loss
from operations
|
|
$
|
(9,587
|
)
|
|
$
|
(521
|
)
|
|
$
|
-
|
|
|
$
|
(10,108
|
)
|
Depreciation
and amortization
|
|
$
|
2,062
|
|
|
$
|
98
|
|
|
$
|
(523
|
)
|
|
$
|
1,637
|
|
Nine
Months Ended September 30, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
from external customers
|
|
$
|
14,658
|
|
|
$
|
20,000
|
|
|
$
|
-
|
|
|
$
|
34,658
|
|
Cost
of revenue
|
|
$
|
6,061
|
|
|
$
|
16,084
|
|
|
$
|
-
|
|
|
$
|
22,145
|
|
Gross
margin
|
|
$
|
8,597
|
|
|
$
|
3,916
|
|
|
$
|
-
|
|
|
$
|
12,513
|
|
Loss
from operations
|
|
$
|
(6,581
|
)
|
|
$
|
(296
|
)
|
|
$
|
(765
|
)
|
|
$
|
(7,642
|
)
|
Depreciation
and amortization
|
|
$
|
1,436
|
|
|
$
|
64
|
|
|
$
|
-
|
|
|
$
|
1,500
|
|
During
the time periods covered by the table above, the Company marketed its Online
Media products in the United States through its direct sales force and its
E-commerce products through its online web site.
12. Litigation
In
January 2001, the Company, two of its former officers, and Credit Suisse First
Boston, the lead underwriter in the Company's initial public offering ("IPO"),
were named as defendants in a shareholder lawsuit filed in the United States
District Court for the Southern District of New York, later consolidated and
captioned In re VA Software Corp. Initial Public Offering Securities Litigation,
01-CV-0242. The plaintiffs' class action suit seeks unspecified
damages on behalf of a purported class of purchasers of the Company's common
stock from the time of the Company's initial public offering in December 1999
through December 2000.
Among
other things, this complaint alleged that the prospectus pursuant to which
shares of common stock were sold in the Company's initial public offering
contained certain false and misleading statements or omissions regarding the
practices of the Underwriters with respect to their allocation of shares of
common stock in these offerings and their receipt of commissions from customers
related to such allocations. Various plaintiffs have filed actions
asserting similar allegations concerning the initial public offerings of
approximately 300 other issuers. These various cases pending in the
Southern District of New York have been coordinated for pretrial proceedings as
In re Initial Public Offering Securities Litigation, 21 MC 92.
In April
2002, plaintiffs filed a consolidated amended complaint in the action against
the Company, alleging violations of the Securities Act of 1933 and the
Securities Exchange Act of 1934. Defendants in the coordinated
proceeding filed motions to dismiss. In October 2002, the Company's
officers were dismissed from the case without prejudice pursuant to a
stipulation. On February 19, 2003, the Court granted in part and
denied in part the motion to dismiss, but declined to dismiss the claims against
the Company.
In June
2004, a stipulation of settlement and release of claims against the issuer
defendants, including the Company, was submitted to the Court for
approval. On August 31, 2005, the Court preliminarily approved the
settlement. In December 2006, the appellate court overturned the
certification of classes in the six test cases, which included the Company's
case, that were selected by the underwriter defendants and plaintiffs in the
coordinated proceedings. Because class certification was a condition
of the settlement, it was unlikely that the settlement would receive final Court
approval. On June 25, 2007, the Court entered an order terminating
the proposed settlement based upon a stipulation among the parties to the
settlement.
Plaintiffs
filed amended master allegations and amended complaints and moved for class
certification in the six focus cases. Defendants moved to dismiss the
amended complaints and opposed class certification. On March 26,
2008, the Court denied the defendants' motion to dismiss the amended
complaints.
The
parties have reached a global settlement of the litigation. On
October 5, 2009, the Court entered an order certifying a settlement class and
granting final approval of the settlement. Under the settlement, the
insurers will pay the full amount of settlement share allocated to the Company,
and the Company will bear no financial liability. The Company, as
well as the officer and director defendants who were previously dismissed from
the action pursuant to a stipulation, will receive complete dismissals from the
case. A group of objectors has filed a petition requesting permission
to appeal the Court's October 5, 2009 order certifying the settlement
class. If for any reason the settlement does not become effective and
litigation resumes, we believe the Company has meritorious defenses to
plaintiffs' claims and intends to defend the action vigorously.
On
October 3, 2007, a purported Geeknet shareholder filed a complaint for violation
of Section 16(b) of the Securities Exchange Act of 1934, which prohibits
short-swing trading, against the Company's IPO underwriters. The
complaint,
Vanessa Simmonds v.
Credit Suisse Group, et al.
, Case No. C07-1583, in District Court for the
Western District of Washington, seeks the recovery of short-swing
profits. The Company is named as a nominal defendant. No
recovery is sought from the Company. The plaintiff, Vanessa Simmonds,
has filed similar lawsuits in the District Court for the Western District of
Washington alleging short-swing trading in the stock of 54 other companies. On
July 25, 2008, a majority of the named issuer companies, including Geeknet,
jointly filed a motion to dismiss plaintiff's claims. On March 12,
2009, the Court issued an order granting the motion to dismiss and a judgment in
the favor of the moving issuers. On April 10, 2009, Ms. Simmonds appealed the
order and judgment dismissing her claims to the United States Court of Appeal
for the Ninth Circuit. The appeal is pending.
In
September 2007, the Company received notification that it had been named as a
defendant in a civil action filed by the Societe des Producteurs de Phonogrammes
Francais (“SPPF”) in Paris, France. The action asserted statutory
claims under the French Intellectual Property Code seeking monetary damages and
injunctive relief. On May 14, 2008, the Company filed a motion to
dismiss for lack of jurisdiction, which such motion was denied on October 15,
2008. The Company appealed such denial and on January 6, 2009, the
Company filed a writ of summons for summary proceedings (the “Writ of Summons”)
seeking the withdrawal of two orders dated April 3, 2007 and June 19, 2007 (the
“Orders”) by which the Court assigned, at the request of the SPPF, a legal
Bailiff to collect evidence in the case. The Court conducted hearings
regarding the Writ of Summons on January 28, 2009 and February 11, 2009, and, on
March 4, 2009, the Court withdrew the Orders and voided the Bailiff’s reports
based thereon (such order of withdrawal, the “March 4
th
Order”). Although the plaintiffs initially appealed the March 4
th
Order,
they subsequently withdrew their appeal, and the case was
dismissed.
The Company is subject to various
claims and legal actions arising in the ordinary course of
business. The Company reviews all claims and accrues a liability for
those matters where it believes that the likelihood that a loss will occur is
probable and the amount of loss is reasonably estimable.
13. Guarantees
and Indemnifications
The
following is a summary of the Company’s agreements, including Indirect
Guarantees of Indebtedness of Others,” some of which are specifically
grandfathered because the guarantees were in effect prior to December 31,
2002. Accordingly, the Company has not recorded any liabilities for these
agreements as of September 30, 2009.
As
permitted under Delaware law, the Company has agreements whereby the Company’s
officers and directors are indemnified for certain events or occurrences while
the officer or director is, or was, serving at the Company’s 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 obtained director and officer liability insurance designed to
limit the Company’s exposure and to enable the Company to recover a portion of
any future amounts paid. As a result of the Company’s insurance policy coverage,
the Company believes the estimated fair value of these indemnification
agreements is minimal. Accordingly, the Company has no liabilities recorded for
these agreements as of September 30, 2009.
The
Company enters into standard indemnification agreements in the ordinary course
of business. Pursuant to these agreements, the Company indemnifies, holds
harmless, and agrees to reimburse the indemnified party for losses suffered or
incurred by the indemnified party, generally, the Company’s business partners,
subsidiaries and/or customers, in connection with any patent, copyright or other
intellectual property infringement claim by any third party with respect to the
Company’s products. The term of these indemnification agreements is generally
perpetual any time after execution of the agreement. The maximum potential
amount of future payments the Company could be required to make under these
indemnification agreements is unlimited. The Company has not incurred
significant costs to defend lawsuits or settle claims related to these
indemnification agreements. As a result, the Company believes the estimated fair
value of these agreements is insignificant. Accordingly, the Company has no
liabilities recorded for these agreements as of September 30, 2009.
Item
2.
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
Special
Note Regarding Forward-Looking Statements
This
Quarterly Report on Form 10-Q contains forward-looking statements that involve
risks and uncertainties. Words such as “may,” “could,” “anticipate,”
“potential,” “intend,” “expect,” “believe,” “in our view,” and variations of
such words and similar expressions, are intended to identify such
forward-looking statements, which include, but are not limited to, statements
regarding our expectations and beliefs regarding future revenue growth; and
sources of revenue; gross margins; financial performance and results of
operations; technological trends in, and demand for online advertising;
management's strategy, plans and objectives for future operations; employee
relations and our ability to attract and retain highly qualified personnel; ;
our intent to continue to invest in establishing our brand identity and
developing of our web properties; competition, competitors and our ability to
compete; liquidity and capital resources; changes in foreign currency exchange
rates; the outcome of any litigation to which we are a party; our accounting
policies; and sufficiency of our cash resources and investments to meet our
operating and working capital requirements and to make any share
repurchases. Actual results may differ materially from those
expressed or implied in such forward-looking statements due to various factors,
including those set forth in the Risk Factors contained in the section of this
Quarterly Report on Form 10-Q entitled "Management's Discussion and Analysis of
Financial Condition and Results of Operations." We undertake no
obligation to update the forward-looking statements to reflect events or
circumstances occurring after the date of this Quarterly Report on Form
10-Q.
Critical
Accounting Estimates
The
following are the significant changes in our critical accounting estimates
during the three and nine months ended September 30, 2009 as compared to what
was previously disclosed in Management’s Discussion and Analysis of Financial
Condition and Results of Operations included in our Annual Report on Form 10-K
for the year ended July 31, 2008.
Effective
August 1, 2008, we adopted FASB ASC Topic 820-10, “Fair Value Measurements and
Disclosures– Overall (“ASC 820-10”) and FASB ASC Topic 825-10 , “The Fair Value
Option for Financial Assets and Financial Liabilities Including an amendment of
FASB Codification Topic 320” (“ASC 825-10”). As permitted by ASC
825-10, we have elected the fair value option for our Auction Rate Securities,
also classified as Municipal Bonds, as of August 1, 2008. In
conjunction with the adoption of ASC 825-10, we reduced accumulated other
comprehensive loss by $0.6 million and accounted for this as a cumulative effect
of a change in accounting principle which was recorded as an increase in its
Accumulated Deficit.
Overview
In
November 2009 we changed our name to Geeknet to project a more accurate
reflection of our business, primarily to the advertising
community. We own and operate a network of media web properties,
serving the technology professional and enthusiast, software development and
open source communities. Through our ThinkGeek, Inc. subsidiary, we
also provide online sales of a variety of retail products of interest to these
communities. We serve a global online audience and provide the
tech-obsessed with content, connections and commerce. Our network of
web properties include: SourceForge, Slashdot, ThinkGeek, Ohloh, and
freshmeat.
We were
incorporated in California in January 1995 and reincorporated in Delaware in
December 1999. From the date of our incorporation through October
2001, we sold Linux-based hardware systems and services under the name VA Linux
Systems, Inc. In December 2001, we changed our name to VA Software
Corporation to reflect our decision to pursue Online Media, E-commerce, Software
and Online Images businesses. In December 2005, we sold our Online
Images business to WebMediaBrands Inc. and in April 2007, we sold our Software
business to CollabNet, Inc. (“CollabNet”). On May 24, 2007 we changed
our name to SourceForge, Inc. In June 2009, we acquired Ohloh
Corporation, a directory of open source projects and developers and in November
2009, we changed our name to Geeknet, Inc. to project a more accurate reflection
of our business, both to our user and advertising communities.
Our
business consists of two operating segments: Online Media and
E-commerce. Our Online Media segment provides web properties that serve as
platforms for the creation, review and distribution of online peer produced
content. Our audience of technology professionals and enthusiasts
relies on our web properties SourceForge, Slashdot, Ohloh, and freshmeat to
create, improve, compare and distribute Open Source software and to debate and
discuss current issues facing, and innovation in, the technology
marketplace. Our E-commerce segment sells technology themed retail
products for technology enthusiasts through our ThinkGeek.com web
site.
The
strategy for our Online Media business is to increase our awareness, improve our
sites and capture, analyze and draw insights from our data. We are
investing in awareness by targeting the media community, who are the primary
buyers for our advertising services. We believe this investment will
improve our brand recognition in the marketing and advertising
communities. Our data strategy is designed to enable better targeting
for advertisers, allowing for strategic insights to clients and partners, and
ultimately to consumers. We have recently completed the acquisition
of Ohloh Corporation, which further enhances this strategy by providing insights
into the entire open source ecosystem. We are also investing in our
web properties, primarily SourceForge.net where we launched a more modern
platform in July 2009.
We
currently use the following key metrics which are derived from data provided by
Google Analytics to measure our Online Media business:
|
|
Three Months Ended
|
|
|
|
September 30,
2009
|
|
|
September 30,
2008
|
|
|
|
|
|
|
|
|
Unique
Visitors per Month (in thousands)
(1)(2)
|
|
|
35,422
|
|
|
|
35,495
|
|
Visits
per Uniquie Visitor per Month
|
|
|
1.8
|
|
|
|
1.8
|
|
Visits
per Month (in thousands)
(2)
|
|
|
62,076
|
|
|
|
64,481
|
|
Pages
per Visit
|
|
|
2.2
|
|
|
|
2.4
|
|
Page
Views per Month (in thousands)
(2)
|
|
|
136,332
|
|
|
|
152,879
|
|
|
|
|
|
|
|
|
|
|
Revenue
per Thousand Pages (RPM)
|
|
$
|
9.00
|
|
|
$
|
11.02
|
|
Revenue
per User (RPU)
(3)
|
|
$
|
0.42
|
|
|
$
|
0.57
|
|
|
(1)
|
–
Unique Visitor is the aggregate average unique visitors for all Online
Media sites during the period presented. This does not consider possible
duplicate visitors who may visit more than one of our web sites during the
month.
|
|
(2)
|
–
Per month amounts are the average calculated as the total amount for the
period divided by the months in the
period.
|
|
(3)
|
–
Revenue per User (“RPU”) is an annualized amount based on revenue and
unique users during the period
presented.
|
A key
element of our growth plans is to increase engagement. Our metrics
around engagement per user are an important measure, and we are focused on both
growing the number of unique visitors and deepening the average levels of
engagement.
Media
companies have historically reported page views as a metric seeking to measure
users’ level of engagement. Since the introduction of a new web
technology, known as asynchronous JavaScript and XML (“AJAX”) which allows users
to browse web sites without loading a new page, page views have generally
declined for the same, or even higher, level of activity. We have
begun to implement this technology, and as we increase our adoption and change
our sites to continue to make them easier to use and more accessible, we may
experience associated fluctuations in page views. As the measures of
engagement utilized by media companies evolve to include elements such as time
spent per visit or number of visits per month in addition to or in lieu of page
views, we expect that our reported metrics may also evolve. In
addition, as we modernize and insert more intelligence into our web properties
to enhance the user experience, we remove pages from the user flow which
decreases page views.
Our
E-commerce business strategy is to increase revenue by expanding the range of
new and innovative products we sell, including products developed by us, and by
attracting increased traffic to our site. We attract traffic to our
sites using a variety of traditional online and direct retail marketing
channels, direct mail and email to our customers and followers. We
also publish and communicate with our customers and followers using Twitter
(twitter.com/thinkgeek) and Facebook (facebook.com/thinkgeek). In
addition, we launched a site redesign on ThinkGeek’s 10 year anniversary in
August 2009.
Our
E-commerce sales continue to be primarily attributable to customers located in
the United States of America.
Results
of Operations
The
application of accounting standards is central to a company's reported financial
position, results of operations and cash flows. We review our annual
and quarterly results, along with key accounting policies, with our audit
committee prior to the release of financial results. We do not use
off-balance-sheet arrangements with unconsolidated related parties, nor do we
use other forms of off-balance-sheet arrangements such as research and
development arrangements.
The
following table sets forth our operating results for the periods indicated as a
percentage of revenue, represented by selected items from the unaudited
condensed consolidated statements of operations. This table should be
read in conjunction with the condensed consolidated financial statements and the
accompanying notes included in this Quarterly Report on Form
10-Q.
|
|
Three Months Ended September 30,
|
|
|
Nine Months Ended September 30,
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
Consolidated
Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
Online
Media revenue
|
|
|
34.1
|
%
|
|
|
44.1
|
%
|
|
|
35.8
|
%
|
|
|
42.3
|
%
|
E-commerce
revenue
|
|
|
65.9
|
|
|
|
55.9
|
|
|
|
64.2
|
|
|
|
57.7
|
|
Revenue
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
Online
Media cost of revenue
|
|
|
15.1
|
|
|
|
18.7
|
|
|
|
16.0
|
|
|
|
17.5
|
|
E-commerce
cost of revenue
|
|
|
56.1
|
|
|
|
44.4
|
|
|
|
54.0
|
|
|
|
46.4
|
|
Cost
of revenue
|
|
|
71.2
|
|
|
|
63.1
|
|
|
|
70.0
|
|
|
|
63.9
|
|
Gross
margin
|
|
|
28.8
|
|
|
|
36.9
|
|
|
|
30.0
|
|
|
|
36.1
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales
and marketing
|
|
|
29.7
|
|
|
|
20.1
|
|
|
|
22.7
|
|
|
|
18.8
|
|
Research
and development
|
|
|
19.9
|
|
|
|
12.8
|
|
|
|
17.7
|
|
|
|
11.1
|
|
General
and administrative
|
|
|
20.7
|
|
|
|
26.0
|
|
|
|
20.0
|
|
|
|
26.0
|
|
Amortization
of intangible assets
|
|
|
0.8
|
|
|
|
-
|
|
|
|
0.3
|
|
|
|
-
|
|
Restructuring
costs
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2.2
|
|
Total
operating expenses
|
|
|
71.1
|
|
|
|
58.9
|
|
|
|
60.7
|
|
|
|
58.1
|
|
Loss
from operations
|
|
|
(42.3
|
)
|
|
|
(22.0
|
)
|
|
|
(30.7
|
)
|
|
|
(22.0
|
)
|
Interest
and other income (expense), net
|
|
|
0.2
|
|
|
|
(2.4
|
)
|
|
|
(16.8
|
)
|
|
|
0.6
|
|
Loss
before income taxes
|
|
|
(42.1
|
)
|
|
|
(24.4
|
)
|
|
|
(47.5
|
)
|
|
|
(21.4
|
)
|
Benefit
for income taxes
|
|
|
-
|
|
|
|
(1.2
|
)
|
|
|
(0.3
|
)
|
|
|
(0.3
|
)
|
Net
loss
|
|
|
(42.1
|
)%
|
|
|
(23.2
|
)%
|
|
|
(47.2
|
)%
|
|
|
(21.1
|
)%
|
Revenue
The
following table summarizes our revenue by business segment:
|
|
Three
Months
Ended
|
|
|
Nine
Months
Ended
|
|
|
%
Change
|
|
|
%
Change
|
|
|
|
September
30,
2009
|
|
|
September
30,
2008
|
|
|
September
30,
2009
|
|
|
September
30,
2008
|
|
|
|
|
|
|
|
($
in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Online
Media revenue
|
|
$
|
3,683
|
|
|
$
|
5,055
|
|
|
$
|
11,801
|
|
|
$
|
14,658
|
|
|
|
(27
|
)%
|
|
|
(19
|
)%
|
E-commerce
revenue
|
|
|
7,104
|
|
|
|
6,417
|
|
|
|
21,142
|
|
|
|
20,000
|
|
|
|
11
|
%
|
|
|
6
|
%
|
Revenue
|
|
$
|
10,787
|
|
|
$
|
11,472
|
|
|
$
|
32,943
|
|
|
$
|
34,658
|
|
|
|
(6
|
)%
|
|
|
(5
|
)%
|
Sales for
the three and nine months ended September 30, 2009 and September 30, 2008 were
primarily to customers located in the United States of America.
For the
three months ended September 30, 2009, no customer represented more than 10% of
revenue and for the nine months ended September 30, 2009, Google Inc.
represented 10% of revenue. For the three and nine months ended
September 30, 2008, Google Inc. represented 12.3% and 13.6%, respectively, of
revenue.
Revenue
by Segment
Online
Media Revenue
|
|
Three
Months
Ended
|
|
|
Nine
Months
Ended
|
|
|
%
Change
|
|
|
%
Change
|
|
|
|
September
30,
2009
|
|
|
September
30,
2008
|
|
|
September
30,
2009
|
|
|
September
30,
2008
|
|
|
|
|
|
|
|
($
in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct
sales
|
|
$
|
2,721
|
|
|
$
|
3,432
|
|
|
$
|
7,976
|
|
|
$
|
10,798
|
|
|
|
(21
|
)%
|
|
|
(26
|
)%
|
Ad
Networks
|
|
|
875
|
|
|
|
1,355
|
|
|
|
3,309
|
|
|
|
3,141
|
|
|
|
(35
|
)%
|
|
|
5
|
%
|
Other
|
|
|
87
|
|
|
|
268
|
|
|
|
516
|
|
|
|
719
|
|
|
|
(68
|
)%
|
|
|
(28
|
)%
|
Online
Media revenue
|
|
$
|
3,683
|
|
|
$
|
5,055
|
|
|
$
|
11,801
|
|
|
$
|
14,658
|
|
|
|
(27
|
)%
|
|
|
(19
|
)%
|
Our
Online Media revenue is derived primarily from advertising products delivered on
our web properties. Direct sales revenue is generated from orders
received by our United States based sales team, which may also include
advertisements to be delivered globally. Ad Networks revenue
represents revenue from our Ad Network partners who sell our inventory globally
to customers through automated systems and includes revenue from international
resellers who use automated systems. Other represents orders received
from our international resellers, sales of reports on data underlying the open
source community as well as referral fees and revenue earned from subscriptions
to our web properties.
Direct
sales revenue for the three months ended September 30, 2009 decreased $0.8
million as compared with the three months ended September 30,
2008. The decrease was primarily due to a $1.7 million decrease in
revenue from advertisers whose campaigns were not renewed or who chose to
advertise at lower levels during the three months ended September 30, 2009,
offset in part by increases in revenue of $0.5 million from customers who did
not advertise in the three months ended September 30, 2008 and $0.5 million from
customers who increased their advertising levels during the three months ended
September 30, 2009 as compared with the three months ended September 30,
2008. The decrease in Ad Networks revenue for the three months ended
September 30, 2009 as compared to the three months ended September 30, 2008 was
due to decreased revenue from Google primarily due to a decrease in the number
of ad units we made available to Google. Since we obtain higher
prices for direct sales revenue, we allocate our available ad units first to
direct sales campaigns and then to ad networks. To the extent that
direct sales campaigns decline, we would allocate additional ad units to ad
networks, which would increase revenue from ad networks. The decrease
in other revenue during the three months ended September 30, 2009 as compared to
the three months ended September 30, 2008 was primarily due to a decrease in
revenue from our international resellers.
Direct
sales revenue for the nine months ended September 30, 2009 decreased $2.9
million as compared with the nine months ended September 30,
2008. The decrease was primarily due to a $5.6 million decrease in
revenue from advertisers whose campaigns were not renewed or who chose to
advertise at lower levels during the nine months ended September 30, 2009,
offset in part by increases in revenue of $1.2 million from customers who did
not advertise in the nine months ended September 30, 2008 and $1.5 million from
customers who increased their advertising levels during the nine months ended
September 30, 2009 as compared with the nine months ended September 30,
2008. The increase in Ad Networks revenue for the nine months ended
September 30, 2009 as compared to the nine months ended September 30, 2008 was
due to increased revenue from Google as we optimized our web properties to
increase yields from Google and other Ad Networks. Other revenue did
not change significantly during the nine months ended September 30, 2009 as
compared to the nine months ended September 30, 2008. More recently,
we have allocated a lower number of ad units to Ad Networks and we expect that,
in the short-term, revenue from Ad Networks may decline when compared to the
prior year.
Recently,
the demand for traditional online advertising, which are those advertising units
defined by The Interactive Advertising Bureau, has declined. In
anticipation of this decline, we began to introduce higher-priced premium
advertising products in the first quarter of calendar 2008. Although
revenue from these premium advertising products accounted for more than
one-third of our revenue in the nine months ended September 30, 2009, this
revenue has not grown sufficiently to offset the declines in traditional online
advertising. We believe that traditional online advertising will
continue to decline and in order to grow revenue, we must continue to focus on
creating new and innovative advertising products.
E-commerce
Revenue
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
% Change
|
|
|
% Change
|
|
|
|
September 30,
2009
|
|
|
September 30,
2008
|
|
|
September 30,
2009
|
|
|
September 30,
2008
|
|
|
Three
Months
|
|
|
Nine
Months
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
E-commerce
revenue (in thousands)
|
|
$
|
7,104
|
|
|
$
|
6,417
|
|
|
$
|
21,142
|
|
|
$
|
20,000
|
|
|
|
11
|
%
|
|
|
6
|
%
|
Percentage
of total revenue
|
|
|
66
|
%
|
|
|
56
|
%
|
|
|
64
|
%
|
|
|
58
|
%
|
|
|
|
|
|
|
|
|
Number
of orders shipped
|
|
|
110,149
|
|
|
|
88,361
|
|
|
|
350,711
|
|
|
|
282,566
|
|
|
|
25
|
%
|
|
|
24
|
%
|
Avg.
size of order received
|
|
$
|
68
|
|
|
$
|
74
|
|
|
$
|
62
|
|
|
$
|
72
|
|
|
|
(8
|
)%
|
|
|
(14
|
)%
|
E-commerce
revenue is derived from the online sale of consumer goods, including shipping,
net of any returns and allowances. The increase in E-commerce revenue
during the three months ended September 30, 2009, as compared to the three
months ended September 30, 2008, was primarily due to a 24% increase in the
number of shipments year-over-year, offset in part by a 10% decrease in the
average value per shipment. The increase in E-commerce revenue during
the nine months ended September 30, 2009, as compared to the nine months ended
September 30, 2008, was primarily due to a 24% increase in the number of
shipments year-over-year, offset in part by a 15% decrease in the average value
per shipment. The decrease in average shipment value was due to lower
mix of price points of products purchased due to a customer preference for lower
priced products. The increase in the number of shipments was
primarily driven by increased demand for ThinkGeek’s innovative
products.
Cost
of Revenue/Gross Margin
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
% Change
|
|
|
% Change
|
|
($ in thousands)
|
|
September 30,
2009
|
|
|
September 30,
2008
|
|
|
September 30,
2009
|
|
|
September 30,
2008
|
|
|
Three
Months
|
|
|
Nine
Months
|
|
Cost
of revenue
|
|
$
|
7,683
|
|
|
$
|
7,244
|
|
|
$
|
23,070
|
|
|
$
|
22,145
|
|
|
|
6
|
%
|
|
|
4
|
%
|
Gross
margin
|
|
|
3,104
|
|
|
|
4,228
|
|
|
|
9,873
|
|
|
|
12,513
|
|
|
|
(27
|
)%
|
|
|
(21
|
)%
|
Gross
margin %
|
|
|
29
|
%
|
|
|
37
|
%
|
|
|
30
|
%
|
|
|
36
|
%
|
|
|
|
|
|
|
|
|
Cost of
revenue consists of personnel costs and related overhead associated with
developing and delivering external content for our media sites, cost of
equipment and co-location costs to deliver external media content and product
and operating costs associated with our E-commerce business.
Gross
margins decreased for the three and nine months ended September 30, 2009 as
compared with the three and nine months ended September 30, 2008, due primarily
to decreases in our Online Media revenue and increases in our E-commerce costs
of revenue.
Cost
of Revenue/Gross Margin by Segment
Online
Media Cost of Revenue/Gross Margin
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
% Change
|
|
|
% Change
|
|
($ in thousands)
|
|
September 30,
2009
|
|
|
September 30,
2008
|
|
|
September 30,
2009
|
|
|
September 30,
2008
|
|
|
Three
Months
|
|
|
Nine
Months
|
|
Online
Media cost of revenue
|
|
$
|
1,630
|
|
|
$
|
2,140
|
|
|
$
|
5,255
|
|
|
$
|
6,061
|
|
|
|
(24
|
)%
|
|
|
(13
|
)%
|
Online
Media gross margin
|
|
|
2,053
|
|
|
|
2,915
|
|
|
|
6,546
|
|
|
|
8,597
|
|
|
|
(30
|
)%
|
|
|
(24
|
)%
|
Online
Media gross margin %
|
|
|
56
|
%
|
|
|
58
|
%
|
|
|
55
|
%
|
|
|
59
|
%
|
|
|
|
|
|
|
|
|
Headcount
|
|
|
19
|
|
|
|
21
|
|
|
|
19
|
|
|
|
21
|
|
|
|
|
|
|
|
|
|
Online
Media cost of revenue consists of personnel costs and related overhead
associated with maintaining and supporting the sites, delivering advertising
campaigns and developing the editorial content of the sites, co-location and
depreciation costs for delivering site content, and the costs of serving and
running advertising campaigns.
The
decrease in Online Media gross margin percentages for the three months ended
September 30, 2009, as compared to the three months ended September 30, 2008,
was primarily driven by decreased Online Media revenue, offset in part by lower
cost of revenue due to lower personnel related costs of $0.2 million, lower
amortization cost of $0.2 million and lower co-location costs of $0.1
million.
The
decrease in Online Media gross margin percentages for the nine months ended
September 30, 2009, as compared to the nine months ended September 30, 2008, was
primarily driven by the $2.8 million decrease in Online Media revenue, offset in
part by lower cost of revenue of $0.8 million primarily due to lower personnel
and consulting costs, lower amortization expense and lower co-location
costs. The decrease in personnel and consulting costs is due to lower
headcount and our discontinued use of outside editors for our web-sites, the
decrease in amortization expense is due primarily to the deprecation of our
Marketplace platform and the decrease in co-location costs is primarily the
result of the transition to our new data center and lower rates charged by our
co-location provider.
E-commerce
Cost of Revenue/Gross Margin
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
% Change
|
|
|
% Change
|
|
($ in thousands)
|
|
September 30,
2009
|
|
|
September 30,
2008
|
|
|
September 30,
2009
|
|
|
September 30,
2008
|
|
|
Three
Months
|
|
|
Nine
Months
|
|
E-commerce
cost of revenue
|
|
$
|
6,053
|
|
|
$
|
5,104
|
|
|
$
|
17,815
|
|
|
$
|
16,084
|
|
|
|
19
|
%
|
|
|
11
|
%
|
E-commerce
gross margin
|
|
|
1,051
|
|
|
|
1,313
|
|
|
|
3,327
|
|
|
|
3,916
|
|
|
|
(20
|
)%
|
|
|
(15
|
)%
|
E-commerce
gross margin %
|
|
|
15
|
%
|
|
|
20
|
%
|
|
|
16
|
%
|
|
|
20
|
%
|
|
|
|
|
|
|
|
|
Headcount
|
|
|
25
|
|
|
|
21
|
|
|
|
25
|
|
|
|
21
|
|
|
|
|
|
|
|
|
|
E-commerce
cost of revenue consists of product costs, shipping and fulfillment costs and
operating costs, and includes personnel costs associated with the E-commerce
operations and merchandising functions.
The
increase in E-commerce cost of revenue during the three months ended September
30, 2009, as compared to the three months ended September 30, 2008, was
primarily due to an increase in product costs of $0.5 million and an increase in
operating costs of $0.4 million. The increase in product costs was
due to an increase in revenue as well as the mix of products ordered by
customers. The increase in operating expenses was primarily due to
additional headcount and related costs to provide customer service and to
identify and source new products.
The
increase in E-commerce cost of revenue during the nine months ended September
30, 2009, as compared to the nine months ended September 30, 2008, was primarily
due to increases in product costs of $1.0 million and operating costs of $0.8
million, offset in part by a decrease in shipping costs of $0.1
million. The increase in product costs was primarily due to an
increase in revenue as well as the mix of products ordered by
customers. The increase in operating expenses was primarily due to
additional headcount and related costs to provide customer service and to
identify and source new products. The decrease in shipping costs is a
result of favorable shipping rates negotiated with third party
shippers.
We expect
E-commerce cost of revenue in absolute dollars to grow as E-commerce operating
costs increase in the future, while E-commerce gross margin percentages may
decline as we incur additional operating costs to support our strategy of
increasing revenue.
Operating
Expenses
Sales
and Marketing Expenses
Sales and
marketing (“S&M”) expenses consist primarily of personnel and related
overhead expenses, including sales commission, for personnel engaged in sales,
marketing and sales support functions, and includes costs associated with market
research, promotional activities, events and trade show attendance.
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
% Change
|
|
|
% Change
|
|
($ in thousands)
|
|
September 30,
2009
|
|
|
September 30,
2008
|
|
|
September 30,
2009
|
|
|
September 30,
2008
|
|
|
Three
Months
|
|
|
Nine
Months
|
|
Sales
and marketing
|
|
$
|
3,201
|
|
|
$
|
2,304
|
|
|
$
|
7,468
|
|
|
$
|
6,518
|
|
|
|
39
|
%
|
|
|
15
|
%
|
Percentage
of total revenue
|
|
|
30
|
%
|
|
|
20
|
%
|
|
|
23
|
%
|
|
|
19
|
%
|
|
|
|
|
|
|
|
|
Headcount
|
|
|
30
|
|
|
|
27
|
|
|
|
30
|
|
|
|
27
|
|
|
|
|
|
|
|
|
|
The
increase in S&M expenses in the three months ended September 30, 2009, as
compared to the three months ended September 30, 2008, was primarily due to an
increase in discretionary marketing expenses of $0.7 million and an increase in
headcount and related expenses of $0.2 million. The increase in
discretionary expenses was due to expenses associated with our name branding,
events and trade show attendance.
The
increase in S&M expenses in the nine months ended September 30, 2009, as
compared to the nine months ended September 30, 2008 was primarily due to an
increase in discretionary marketing expenses of $0.7 million and an increase in
headcount and related expenses of $0.3 million. The increase in
discretionary expenses was due to expenses associated with our name branding,
events and trade show attendance.
We expect
future S&M expenses to increase in absolute dollars as we continue to expand
our discretionary marketing, programs, including our name and brand recognition
campaigns. In addition, credit card processing expenses for our
E-commerce business will increase due to increased revenue in their seasonal
fourth quarter.
Research
and Development Expenses
Research
and development (“R&D”) expenses consist primarily of personnel and related
overhead expenses for software engineers involved in our Online Media
segment. We expense all of our R&D costs as they are
incurred.
|
|
Three
Months Ended
|
|
|
Nine
Months Ended
|
|
|
%
Change
|
|
|
%
Change
|
|
($
in thousands)
|
|
September
30,
2009
|
|
|
September
30,
2008
|
|
|
September
30,
2009
|
|
|
September
30,
2008
|
|
|
Three
Months
|
|
|
Nine
Months
|
|
Online
Media
|
|
$
|
1,934
|
|
|
$
|
1,339
|
|
|
$
|
5,350
|
|
|
$
|
3,528
|
|
|
|
44
|
%
|
|
|
52
|
%
|
E-commerce
|
|
|
210
|
|
|
|
133
|
|
|
|
466
|
|
|
|
326
|
|
|
|
58
|
%
|
|
|
43
|
%
|
Research
and development
|
|
$
|
2,144
|
|
|
$
|
1,472
|
|
|
$
|
5,816
|
|
|
$
|
3,854
|
|
|
|
46
|
%
|
|
|
51
|
%
|
Percentage
of total revenue
|
|
|
20
|
%
|
|
|
13
|
%
|
|
|
18
|
%
|
|
|
11
|
%
|
|
|
|
|
|
|
|
|
Headcount
|
|
|
44
|
|
|
|
34
|
|
|
|
44
|
|
|
|
34
|
|
|
|
|
|
|
|
|
|
R&D
expense increased by $0.6 million in the three months ended September 30, 2009,
as compared to the three months ended September 30, 2008. The
increase in R&D expenses primarily was due to increases in headcount and
related costs of $0.6 million. The increase in headcount is primarily
due to an increase in Online Media headcount as we continue to modernize and
improve our web properties.
R&D
expense increased by $1.8 million in the nine months ended September 30, 2009,
as compared to the nine months ended September 30, 2008. The increase
in R&D expenses primarily was due to increases in headcount and related
costs. The increase in headcount is primarily due to an increase in
Online Media E-Commerce headcount as we continue to modernize and improve our
web properties.
General
and Administrative Expenses
General
and administrative (“G&A”) expenses consist of salaries and related expenses
for finance and accounting, human resources and legal personnel, professional
fees for accounting and legal services as well as insurance and other public
company related costs.
|
|
Three
Months Ended
|
|
|
Nine
Months Ended
|
|
|
%
Change
|
|
|
%
Change
|
|
($
in thousands)
|
|
September
30,
2009
|
|
|
September
30,
2008
|
|
|
September
30,
2009
|
|
|
September
30,
2008
|
|
|
Three
Months
|
|
|
Nine
Months
|
|
General
and administrative
|
|
$
|
2,238
|
|
|
$
|
2,977
|
|
|
$
|
6,587
|
|
|
$
|
9,018
|
|
|
|
(25
|
)%
|
|
|
(27
|
)%
|
Percentage
of total revenue
|
|
|
21
|
%
|
|
|
26
|
%
|
|
|
20
|
%
|
|
|
26
|
%
|
|
|
|
|
|
|
|
|
Headcount
|
|
|
21
|
|
|
|
22
|
|
|
|
21
|
|
|
|
22
|
|
|
|
|
|
|
|
|
|
G&A
expenses decreased by $0.7 million during the three months ended September 30,
2009 as compared to the three months ended September 30, 2008. The
decrease is due to a decrease in other professional fees of $0.4 million,
primarily related to the resolution of a legal matter in the three months ended
September 30, 2008 and a decrease in consulting fees, including recruiting fees
and board of directors fees of $0.4 million, offset in part by an increase in
stock based compensation of $0.1 million.
G&A
expenses decreased by $2.4 million during the nine months ended September 30,
2009 as compared to the nine months ended September 30, 2008. The
decrease is due to a decrease in personnel related expenses of $1.8 million, a
decrease in consulting fees, including recruiting fees and board of directors
fees of $0.4 million and a decrease in other professional fees of $0.3
million. The decrease in personnel related expenses is primarily due
to the severance and stock based compensation expense related to the termination
of our former chief executive officer in June 2008 and the decrease in other
professional fees is primarily related to the resolution of a legal matter
in 2008.
G&A
expenses are expected to increase in absolute dollars in the future due to
professional fees related to Sarbanes-Oxley compliance and personnel and related
costs in the fourth calendar quarter.
Restructuring
Costs
In
October 2007, we relocated our corporate headquarters to Mountain View,
California. During fiscal year 2008, which ended on July 31, 2008
under our prior fiscal calendar, we recorded a restructuring charge of $2.2
million for the remaining facility space and leasehold improvements at our
former corporate headquarters located in Fremont, California. In
conjunction with the sale of our Software business in April 2007, we accrued a
restructuring charge of $0.6 million for the excess facility space used in the
operation of our Software business, which was included in the gain on disposal
of discontinued operations. In fiscal 2001 and 2002, we adopted plans to exit
our hardware systems and hardware-related software engineering and professional
services businesses, as well as exit a sublease agreement and to reduce our
general and administrative overhead costs. The restructuring liability of
$2.0 million as of September 30, 2009 represents the remaining accrual from
non-cancelable lease payments, which continue through May 2010, less estimated
sublease rent. This accrual is subject to change should actual
circumstances change. We will continue to evaluate and update, if
applicable, these accruals on an annual basis.
Below is
a summary of the changes to the restructuring liability (in
thousands):
|
|
Balance at
Beginning
of
Period
|
|
|
Cash
Payments
|
|
|
Other
|
|
|
Balance at
End
of Period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
the nine months ended September 30, 2009
|
|
$
|
4,116
|
|
|
$
|
(2,145
|
)
|
|
$
|
56
|
|
|
$
|
2,027
|
|
Interest
and other income, net
Below is
a summary of Interest and other income, net (in thousands):
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
% Change
|
|
|
% Change
|
|
|
|
September 30,
2009
|
|
|
September 30,
2008
|
|
|
September 30,
2009
|
|
|
September 30,
2008
|
|
|
Three
Months
|
|
|
Nine
Months
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
income
|
|
$
|
34
|
|
|
$
|
243
|
|
|
$
|
122
|
|
|
$
|
1,176
|
|
|
|
(86
|
)%
|
|
|
(90
|
)%
|
Interest
expense
|
|
|
(15
|
)
|
|
|
(26
|
)
|
|
|
(56
|
)
|
|
|
(133
|
)
|
|
|
(42
|
)%
|
|
|
(58
|
)%
|
Other
than temporary impairment
of
non-marketable equity securities
|
|
|
-
|
|
|
|
-
|
|
|
|
(4,585
|
)
|
|
|
-
|
|
|
|
*
|
|
|
|
*
|
|
Loss
on disposal of asset
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,246
|
)
|
|
|
-
|
|
|
|
*
|
|
|
|
|
|
Other
income (expense), net
|
|
|
(1
|
)
|
|
|
(494
|
)
|
|
|
222
|
|
|
|
(846
|
)
|
|
|
*
|
|
|
|
*
|
|
Interest
and other income (expense), net
|
|
$
|
18
|
|
|
$
|
(277
|
)
|
|
$
|
(5,543
|
)
|
|
$
|
197
|
|
|
|
*
|
|
|
|
*
|
|
*
– Not meaningful
The
significant decrease in interest income for the three months and nine months
ended September 30, 2009, as compared to the three and nine months ended
September 30, 2008, was primarily due to reduced yields on our investments
resulting from lower interest rates on our investments which are primarily
comprised of short-term treasuries, which generally have significantly lower
yields.
Interest
expense for the three and nine months ended September 30, 2009 results primarily
from accretion of our accrued restructuring charge, while interest expense for
the three and nine months ended September 30, 2008 was primarily due to interest
expense on a legal settlement which was paid in January 2008.
The
other-than-temporary impairment of non-marketable equity securities relates to
our investment in CollabNet, Inc. (“CollabNet”). In March 2009, we determined an
impairment indicator existed for this investment and as a result we performed a
fair value analysis of this investment. In determining whether a decline in
value of our investment in CollabNet had occurred and was other than temporary,
we considered available evidence, including the general market conditions,
CollabNet’s financial condition, near-term prospects, market comparables and
future financing requirements. The valuation also takes into account
CollabNet’s capital structure, liquidation preferences for its capital and other
economic variables, which require management’s judgment to evaluate. Based on
the results, we determined that the estimated fair value of our investment in
CollabNet was $2.0 million and accordingly, we recognized an
other-than-temporary impairment charge of $4.6 million.
Loss on
disposal of asset is due to our deprecation of the Marketplace platform from the
SourceForge.net platform.
Other
income (expense), net for the three months and nine months ended September 30,
2008 is primarily comprised of impairment charges on our investment in Cheyne
Finance PLC. Other income (expense) net for the nine months ended
September 30, 2009 is primarily due to the $0.2 million gain on our sale of the
Linux.com domain name to The Linux Foundation.
Income
Taxes
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
% Change
|
|
|
% Change
|
|
|
|
September 30,
2009
|
|
|
September 30,
2008
|
|
|
September 30,
2009
|
|
|
September 30,
2008
|
|
|
Three
Months
|
|
|
Nine
Months
|
|
($
in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit
for income taxes
|
|
$
|
(7
|
)
|
|
$
|
(138
|
)
|
|
$
|
(102
|
)
|
|
$
|
(112
|
)
|
|
|
(95
|
)%
|
|
|
(9
|
)%
|
*
– Not meaningful
Income
taxes consist primarily of state income taxes relating to a jurisdiction in
which our E-commerce business operates and where we are unable to file a
consolidated tax return. The decrease in the provision for income
taxes for the three months ended September 30, 2009, as compared to the three
months ended September 30, 2008, was due to the decrease in pre-tax
income. As of September 30, 2009, we had federal and state net
operating loss carry-forwards for tax reporting purposes available to offset
future taxable income. A valuation allowance has been recorded for
the total deferred tax assets as a result of uncertainties regarding realization
of the assets based on the lack of consistent profitability to date and the
uncertainty of future profitability. The federal and state net
operating loss carry-forwards expire at various dates through 2026 and 2016,
respectively, to the extent that they are not utilized.
Liquidity
and Capital Resources
|
|
Nine Months Ended September 30,
|
|
($ in thousands)
|
|
2009
|
|
|
2008
|
|
Net
cash provided by (used in):
|
|
|
|
|
|
|
Continuing
operations:
|
|
|
|
|
|
|
Operating
activities
|
|
$
|
(9,721
|
)
|
|
$
|
(8,171
|
)
|
Investing
activities
|
|
|
(2,726
|
)
|
|
|
21,583
|
|
Financing
activities
|
|
|
(2,936
|
)
|
|
|
(224
|
)
|
Discontinued
operations
|
|
|
-
|
|
|
|
42
|
|
Net
increase (decrease) in cash and cash equivalents
|
|
$
|
(15,383
|
)
|
|
$
|
13,230
|
|
Our
principal sources of cash as of September 30, 2009 are our existing cash, cash
equivalents and investments of $34.6 million, which excludes restricted
cash of $1.0 million. Cash and cash equivalents decreased by
$15.4 million at September 30, 2009 when compared to December 31,
2008. This total decrease was primarily due to cash used to fund net
operating losses and working capital requirements during the nine months ended
September 30, 2009.
Operating
Activities
Net cash
used in operating activities was $9.7 million for the nine months ended
September 30, 2009. Net cash used in operating activities was
primarily due to our net operating loss of $6.3 million after the effects of
non-cash charges, including an impairment charge of $4.6 million, stock-based
compensation expense of $2.0 million, depreciation expense of $1.6 million, a
loss on disposal of assets of $1.2 million, related to the depreciation of the
Marketplace platform from the SourceForge.net platform and a gain on our sale of
the Linux.com domain name to The Linux Foundation of $0.2
million. Additionally, changes in operating assets and liabilities
included cash used for accrued restructuring liabilities of $2.1 million,
increases in inventory of 1.6 million and increases in prepaid expenses and
other assets of $0.8 million, offset partially by cash provided by decreases in
accounts receivable of $1.2 million. The increase in inventory due to
purchases of inventory by our E-Commerce business in anticipation of their
seasonal fourth quarter, and the increase in prepaid and other assets are
primarily related to inventory prepayments to vendors. The decrease
in accounts receivable is primarily due to the decline of Online Media
revenue.
Net cash
used in operating activities was $8.2 million for the nine months ended
September 30, 2008. Net cash used in operating activities was
primarily due to net operating loss of $1.7 million after the effects of
stock-based compensation of $3.0 million, depreciation expense of $1.5 million,
restructuring expense of $0.8 million and the loss on sale of investments of
$0.3 million. Additionally, changes in operating assets and
liabilities had a negligible offsetting effect to operating cash
flows.
Investing
Activities
Our
investing activities primarily include purchases and sales of marketable
securities, and purchases of property and equipment.
Cash
usage for the nine months ended September 30, 2009 included $2.6 million for the
acquisition of Ohloh and $0.7 million for the purchase of property and
equipment, offset in part by proceeds from the sale of Linux.com of $0.2 million
and maturities of marketable securities of $0.6 million.
Cash
provided by investing activities of $21.6 million for the nine months ended
September 30, 2008 related to the net proceeds from sale or maturities of
marketable securities resulting in net cash provided of $23.5 million, which was
partially offset by purchases of property and equipment of $1.9
million. The decrease in marketable securities was a result of the
Company’s preference to convert its investments to cash equivalents during the
nine months ended September 30, 2008.
Financing
Activities
Our
financing activities during the nine months ended September 30, 2009 and
September 30, 2008 are primarily comprised of cash used to repurchase shares of
our common stock under the repurchase program approved by our Board of Directors
in November 2008 offset in part by proceeds from the sale of our common stock
through equity incentive plans.
Discontinued
Operations
The cash
provided by discontinued operations during 2008 was due to collection of
residual accounts receivable from our discontinued Software business during the
nine months ended September 30, 2008. Since the year ended December
31, 2007, we no longer have operations in this segment and the cash flows during
the nine months ended September 30, 2008 are solely the result of the collection
of outstanding accounts receivable related to the discontinued Software
business.
Restricted
Cash
As of
September 30, 2009 and December 31, 2008, we had an outstanding letter of credit
issued under a line of credit of $1.0 million, related to our former Fremont
facility lease. The amount related to this letter of credit is
recorded as restricted cash, in the condensed consolidated balance
sheet. The $1.0 million letter of credit will expire upon completion
of the lease in May 2010.
Auction
Rate Securities and ARS Right
At
September 30, 2009, we have $9.5 million of municipal bond investments with an
auction reset feature (“auction-rate securities” or “ARS”). The underlying
assets of these auction-rate securities are student loans which are
substantially backed by the Federal government. Since February
2008, auctions for ARS have failed and the investments are not currently liquid;
however, UBS AG (“UBS”), our investment advisor has agreed to purchase our ARS
at their par value of $10.8 million anytime during the two-year period beginning
June 30, 2010 (“ARS Right”). Consequently, we have classified these
ARS as short-term investments. UBS has also established a program
which allows us to establish a no net cost line of credit and borrow up to 75
percent of the market value of the ARS at interest rates equal to the return we
receive on the underlying ARS securities. At September 30, 2009, all
of our ARS were rated AAA by at least one credit rating agency.
We valued
the ARS using a discounted cash flow approach. The assumptions used in preparing
the discounted cash flow model were based on data available as of September 30,
2009 and include estimates of interest rates, timing and amount of cash flows,
credit and liquidity premiums, and expected holding periods of the
ARS. These assumptions are volatile and subject to change as the
underlying sources of these assumptions and market conditions
change.
Stock
Repurchase Program
In
October 2008, our Board of Directors approved a stock repurchase program
authorizing the repurchase of up to $10 million of our common stock over a
12-month period. Repurchased shares are cancelled and
retired. There was no stock repurchase activity during the three
months ended September 30, 2009. As of September 30, 2009 we have
repurchased and retired 8.2 million shares of common stock at a weighted-average
price of $0.76 per share for an aggregate purchase price of $6.2 million under
this program.
Liquidity
Our
liquidity and capital requirements depend on numerous factors, including market
acceptance of our products, the resources we devote to developing, marketing,
selling and supporting our products, the timing and expense associated with
expanding our distribution channels, capital projects to expand our support
systems and infrastructure, our repurchase of common stock, potential
acquisitions and other factors.
We expect
to devote capital resources to continue our research and development efforts, to
invest in our sales, support, marketing and product development organizations,
to enhance and introduce marketing programs, to invest in capital projects, to
continue to support our operations and related support systems and
infrastructure, to repurchase of common stock, to fund strategic acquisitions
and for other general corporate activities. We believe that our
existing cash balances will be sufficient to fund our operations during the next
12 months under our current business strategy. See “Risks Related to
our Financial Results” in the Risk Factors section of this Quarterly Report on
Form 10-Q.
Contractual
Obligations
The
contractual obligations presented in the table below represent our estimates of
future payments under fixed contractual obligations and commitments. Changes in
our business needs, cancellation provisions and other factors may result in
actual payments differing from the estimates. We cannot provide certainty
regarding the timing and amounts of payments. The following table summarizes our
fixed contractual obligations and commitments as of September 30, 2009 (in
thousands):
|
|
|
|
|
Years ending December 31,
|
|
|
|
Total
|
|
|
2009
|
|
|
2010 and
2011
|
|
|
2012 and
2013
|
|
Gross
Operating Lease Obligations
|
|
$
|
5,906
|
|
|
$
|
1,038
|
|
|
$
|
3,559
|
|
|
$
|
1,309
|
|
Sublease
Income
|
|
|
(1,366
|
)
|
|
|
(277
|
)
|
|
|
(922
|
)
|
|
|
(167
|
)
|
Net
Operating Lease Obligations
|
|
|
4,540
|
|
|
|
761
|
|
|
|
2,637
|
|
|
|
1,142
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase
Obligations
|
|
|
10,374
|
|
|
|
10,374
|
|
|
|
-
|
|
|
|
-
|
|
Total
Obligations
|
|
$
|
14,914
|
|
|
$
|
11,135
|
|
|
$
|
2,637
|
|
|
$
|
1,142
|
|
Financial
Risk Management
As a
primarily U.S.-centric company, we face limited exposure to adverse movements in
foreign currency exchange rates and we do not engage in hedging
activity. We do not anticipate significant currency gains or losses
in the near term. These exposures may change over time as business
practices evolve and could have a material adverse impact on our financial
results.
We
maintain investment portfolio holdings of various issuers, types and maturities.
These securities are classified as available-for-sale or trading. These
securities are not leveraged.
Item
3.
Quantitative and
Qualitative Disclosures About Market Risk
The
primary objective of our investment activities is to preserve principal while at
the same time maximizing the income we receive from our investments without
significantly increasing risk. Some of the securities that we have
invested in may be subject to market risk. This means that a change
in prevailing interest rates may cause the principal amount of the investment to
fluctuate. For example, if we hold a security that was issued with a
fixed interest rate at the then-prevailing rate and the prevailing interest rate
later rises, the principal amount of our investment will probably
decline. To minimize this risk, we maintain a portfolio of cash
equivalents, short-term investments and long-term investments in limited
category of securities, primarily treasury money market funds and government
debt securities. In general, money market funds are not subject to
market risk because the interest paid on such funds fluctuates with the
prevailing interest rate.
At
September 30, 2009, we had $9.5 million of investments with a weighted average
interest rate of 1.41 percent.
We have
operated primarily in the United States, and virtually all sales have been made
in U.S. dollars. Accordingly, we have not had any material exposure
to foreign currency rate fluctuations.
We do not
currently hold any derivative instruments and do not engage in hedging
activities.
Item
4.
Controls and
Procedures
|
a)
|
Evaluation of disclosure
controls and procedures.
|
The
Company’s management evaluated, with the participation of its Chief Executive
Officer (CEO) and its Chief Financial Officer (CFO), the effectiveness of the
design and operation of its disclosure controls and procedures (as defined in
Rule 13a-15(e) and Rule 15d-15(e) of the Securities Exchange Act of 1934 (the
“’34 Act”)) as of the end of the period covered by this report.
Disclosure
controls and procedures are designed with the objective of ensuring that
(i) information required to be disclosed in the Company’s reports filed
under the ’34 Act is recorded, processed, summarized and reported within the
time periods specified in the SEC’s rules and forms and (ii) information is
accumulated and communicated to management, including the CEO and CFO, as
appropriate to allow timely decisions regarding required disclosure. Internal
control procedures, which are designed with the objective of providing
reasonable assurance that the Company’s transactions are properly authorized,
its assets are safeguarded against unauthorized or improper use and its
transactions are properly recorded and reported, all to permit the preparation
of the Company’s financial statements in conformity with generally accepted
accounting principles. To the extent that elements of our internal
control over financial reporting are included within our disclosure controls and
procedures, they are included in the scope of our quarterly controls
evaluation.
Based on
that evaluation, the CEO and CFO concluded that as of the end of the period
covered by this report, the disclosure controls and procedures were
effective.
|
b)
|
Changes in internal controls
over financial reporting.
|
There
were no changes in the Company’s internal controls over financial reporting (as
defined in Rule 13a-15(f) of the ’34 Act) as of the date of this report that
have materially affected, or are reasonably likely to materially affect, its
internal controls over financial reporting.
PART
II
Item
1. Legal Proceedings
In
January 2001, the Company, two of its former officers, and Credit Suisse First
Boston, the lead underwriter in the Company's initial public offering ("IPO"),
were named as defendants in a shareholder lawsuit filed in the United States
District Court for the Southern District of New York, later consolidated and
captioned In re VA Software Corp. Initial Public Offering Securities Litigation,
01-CV-0242. The plaintiffs' class action suit seeks unspecified
damages on behalf of a purported class of purchasers of the Company's common
stock from the time of the Company's initial public offering in December 1999
through December 2000.
Among
other things, this complaint alleged that the prospectus pursuant to which
shares of common stock were sold in the Company's initial public offering
contained certain false and misleading statements or omissions regarding the
practices of the Underwriters with respect to their allocation of shares of
common stock in these offerings and their receipt of commissions from customers
related to such allocations. Various plaintiffs have filed actions
asserting similar allegations concerning the initial public offerings of
approximately 300 other issuers. These various cases pending in the
Southern District of New York have been coordinated for pretrial proceedings as
In re Initial Public Offering Securities Litigation, 21 MC 92.
In April
2002, plaintiffs filed a consolidated amended complaint in the action against
the Company, alleging violations of the Securities Act of 1933 and the
Securities Exchange Act of 1934. Defendants in the coordinated
proceeding filed motions to dismiss. In October 2002, the Company's
officers were dismissed from the case without prejudice pursuant to a
stipulation. On February 19, 2003, the Court granted in part and
denied in part the motion to dismiss, but declined to dismiss the claims against
the Company.
In June
2004, a stipulation of settlement and release of claims against the issuer
defendants, including the Company, was submitted to the Court for
approval. On August 31, 2005, the Court preliminarily approved the
settlement. In December 2006, the appellate court overturned the
certification of classes in the six test cases, which included the Company's
case, that were selected by the underwriter defendants and plaintiffs in the
coordinated proceedings. Because class certification was a condition
of the settlement, it was unlikely that the settlement would receive final Court
approval. On June 25, 2007, the Court entered an order terminating
the proposed settlement based upon a stipulation among the parties to the
settlement.
Plaintiffs
filed amended master allegations and amended complaints and moved for class
certification in the six focus cases. Defendants moved to dismiss the
amended complaints and opposed class certification. On March 26,
2008, the Court denied the defendants' motion to dismiss the amended
complaints.
The
parties have reached a global settlement of the litigation. On
October 5, 2009, the Court entered an order certifying a settlement class and
granting final approval of the settlement. Under the settlement, the
insurers will pay the full amount of settlement share allocated to the Company,
and the Company will bear no financial liability. The Company, as
well as the officer and director defendants who were previously dismissed from
the action pursuant to a stipulation, will receive complete dismissals from the
case. A group of objectors has filed a petition requesting permission
to appeal the Court's October 5, 2009 order certifying the settlement
class. If for any reason the settlement does not become effective and
litigation resumes, we believe the Company has meritorious defenses to
plaintiffs' claims and intends to defend the action vigorously.
On
October 3, 2007, a purported Geeknet shareholder filed a complaint for violation
of Section 16(b) of the Securities Exchange Act of 1934, which prohibits
short-swing trading, against the Company's IPO underwriters. The
complaint,
Vanessa Simmonds v.
Credit Suisse Group, et al.
, Case No. C07-1583, in District Court for the
Western District of Washington, seeks the recovery of short-swing
profits. The Company is named as a nominal defendant. No
recovery is sought from the Company. The plaintiff, Vanessa Simmonds,
has filed similar lawsuits in the District Court for the Western District of
Washington alleging short-swing trading in the stock of 54 other companies. On
July 25, 2008, a majority of the named issuer companies, including Geeknet,
jointly filed a motion to dismiss plaintiff's claims. On March 12, 2009, the
Court issued an order granting the motion to dismiss and a judgment in the favor
of the moving issuers. On April 10, 2009, Ms. Simmonds appealed the order and
judgment dismissing her claims to the United States Court of Appeal for the
Ninth Circuit. The appeal is pending.
In
September 2007, the Company received notification that it had been named as a
defendant in a civil action filed by the Societe des Producteurs de Phonogrammes
Francais (“SPPF”) in Paris, France. The action asserted statutory
claims under the French Intellectual Property Code seeking monetary damages and
injunctive relief. On May 14, 2008, the Company filed a motion to
dismiss for lack of jurisdiction, which such motion was denied on October 15,
2008. The Company appealed such denial and, on January 6, 2009, the
Company filed a writ of summons for summary proceedings (the “Writ of Summons”)
seeking the withdrawal of two orders dated April 3, 2007 and June 19, 2007 (the
“Orders”) by which the Court assigned, at the request of the SPPF, a legal
Bailiff to collect evidence in the case. The Court conducted hearings
regarding the Writ of Summons on January 28, 2009 and February 11, 2009, and, on
March 4, 2009, the Court withdrew the Orders and voided the Bailiff’s reports
based thereon (such order of withdrawal, the “March 4
th
Order”). Although the plaintiffs initially appealed the March 4
th
Order,
they subsequently withdrew their appeal, and the case was
dismissed.
The
Company is subject to various claims and legal actions arising in the ordinary
course of business. The Company reviews all claims and accrues a
liability for those matters where it believes that the likelihood that a loss
will occur is probable and the amount of loss is reasonably
estimable.
Item
1A. Risk Factors
CURRENT
AND PROSPECTIVE INVESTORS IN GEEKNET SECURITIES SHOULD CAREFULLY CONSIDER THE
RISKS DESCRIBED BELOW BEFORE MAKING AN INVESTMENT DECISION. IN ADDITION, THESE
RISKS ARE NOT THE ONLY ONES FACING OUR COMPANY. ADDITIONAL RISKS OF WHICH WE ARE
NOT PRESENTLY AWARE OR THAT WE CURRENTLY BELIEVE ARE IMMATERIAL MAY ALSO IMPAIR
OUR BUSINESS OPERATIONS. OUR BUSINESS COULD BE HARMED BY ANY OF THESE RISKS. THE
TRADING PRICE OF OUR COMMON STOCK COULD DECLINE DUE TO ANY OF THESE RISKS, AND
INVESTORS MAY LOSE ALL OR PART OF THEIR INVESTMENT.
Risks
Related To Our Online Media Business
If
our Online Media business fails to attract and retain users, particularly users
who create and post original content on our web properties, our financial
results will be adversely affected.
Our
reliance upon user-generated content requires that we develop and maintain tools
and services designed to facilitate:
|
·
|
creation
of user-generated content,
|
|
·
|
participation
in discussion surrounding such user-generated
content,
|
|
·
|
evaluation
of user-generated content, and
|
|
·
|
distribution
of user-generated content.
|
If our
development efforts fail to facilitate such activities on our web properties,
the level of user engagement and interaction will not increase and may
decline. Even if we succeed in facilitating such activities on our
sites, we cannot assure that such improvements will be deployed in a timely or
cost-effective manner.
If we
fail to increase user engagement and interaction on our web properties, we will
not attract and retain a loyal user base that is desirable to advertisers, which
will adversely affect our Online Media business and our ability to maintain or
grow our revenue.
We
may continue to expand our offerings in international markets in which we have
limited experience and rely on business partners.
We have
signed agreements with representatives to sell our international inventory in
Europe and Australia and may enter into agreements with additional firms to sell
our international advertising impressions. As we expand into these
new international markets, we have limited experience in marketing our products
and services in such markets. We rely on the efforts and abilities of
our international representatives in such markets. Certain
international markets may be slower than domestic markets in the development and
adoption of online advertising programs and as a result our offerings in
international markets may not develop at a rate that supports our level of
investment.
If
our Online Media business fails to deliver innovative programs and products, we
may not be able to attract and retain advertisers, which will adversely affect
our financial results.
The
significant increase in available inventory for traditional online advertising
products, which are those advertising units defined by the Interactive
Advertising Bureau, and the resultant commoditization of these products has had
a significant adverse effect on our direct sales revenue. In order to
grow our direct sales revenue, we will need to introduce new and innovative
advertising products and programs. The successful development and
production of such advertising products or programs is subject to numerous
uncertainties, including our ability to:
|
•
|
enable
advertisers to showcase products, services and/or brands to their intended
audience and to generate revenue from such
audiences;
|
|
•
|
anticipate
and successfully respond to emerging trends in online advertising;
and
|
|
•
|
attract
and retain qualified marketing and technical
personnel.
|
We cannot
assure that our programs and products will appeal to our advertisers or enable
us to attract and retain advertisers and generate revenue consistent with our
estimates or sufficient to sustain operations. In addition, we cannot assure
that any new marketing programs and products will be developed in a timely or
cost-effective manner. If we are unable to deliver innovative marketing programs
and products that allow us to expand our advertiser base, we may not be able to
generate sufficient revenue to grow our Online Media business.
New
technologies could block our advertisements, which would harm our operating
results.
Technologies
have been developed and are likely to continue to be developed that can block
the display of our advertisements. Our Online Media revenues are
derived from fees paid to us by advertisers in connection with the display of
advertisements on web pages. As a result, advertisement blocking
technology could reduce the number of advertisements that we are able to deliver
and, in turn, our advertising revenues and operating results may also be
reduced.
Decreases
or delays in advertising spending could harm our ability to generate advertising
revenue, which would adversely affect our financial results.
Our
advertisers can generally terminate their contracts with us at any
time. Our advertisers’ spending patterns tend to be cyclical,
reflecting overall macroeconomic conditions, seasonality and company-specific
budgeting and buying patterns. Our advertisers are also concentrated in
the technology sector and the economic conditions in this sector also impact
their spending decisions. Because we derive a large part of our
Online Media revenue from these advertisers, decreases in or delays of
advertising spending could reduce our revenue or negatively impact our ability
to grow our revenue.
The
market in which SourceForge.net participates is becoming more competitive, and
if we do not compete effectively, our Online Media business could be
harmed.
Our
SourceForge.net platform hosts Open Source software projects, and we derive
revenue through advertising campaigns. Because the cost to develop
and host websites has declined over time, an increasing number of companies,
organizations and individuals have begun hosting Open Source code and offering
Open Source software development-related services. In addition, Google Inc.
(“Google”) offers Open Source code hosting capabilities that may be viewed as
competitive to SourceForge.net’s offering. Because Google enjoys
substantial competitive advantages in the online space generally, including
powerful brand identity, established marketing relationships, larger visitor
base, and greater financial, technical, and other resources, we may be unable to
compete effectively with Google’s offering. Our competitors may be able to
respond more quickly and effectively than we can to new or changing Open Source
software opportunities, technologies, standards, or user requirements.
Because of competitors’ advantages, even if our services are more effective than
those of our competitors, users might accept the services of our competitors in
lieu of ours. If we fail to compete effectively, our Online Media business
could be negatively impacted.
If
we fail to execute our direct sales strategy, our revenue may be adversely
affected.
Our
direct sales force is increasingly focused on selling our premium advertising
products to a select group of advertisers. If we fail to achieve
increased spending levels from these advertisers, we may not meet our revenue
goals. Additionally, we will be referring other advertisers to our ad
network partners. If such advertisers do not utilize our ad network
partners to advertise on our sites, our revenue will be adversely
impacted.
We
face competition from traditional media companies, and we may not be included in
the advertising budgets of advertisers, which could harm our operating
results.
We face
competition from companies that have better brand awareness and long term
relationships with current and potential advertisers. Advertisers
with fixed budgets may allocate only a portion of their budgets to Internet
advertising. If we fail to convince these advertisers and their
advertising agencies to spend their advertising budgets with us, or if our
existing advertisers reduce the amount they spend on our programs, our operating
results would be harmed.
We
have made and continue to make significant investments in our web properties and
services offered thereon, which may fail to become profitable
endeavors.
We have
made and will continue to make significant investments in research, development
and marketing for our web properties and services offered thereon. Investments
in new technology are inherently speculative. We continue to focus on
initiatives to accelerate the pace of improvements to our web
properties. These efforts require substantial investments of our time
and resources and may be hindered by unforeseen delays and
expenses. Our efforts may not be successful in achieving our desired
objective, and even if we achieve the desired objective, our audience or our
advertisers may not respond positively to these improvements. Failure
to grow revenue sufficiently to offset the significant investments will
materially and adversely affect our business and operating results.
Unplanned
system interruptions and capacity constraints and failure to effect efficient
transmission of user communications and data over the Internet could harm our
business and reputation.
The
success of our Online Media business largely depends on the efficient and
uninterrupted operation of the computer and communications hardware and network
systems that power our web properties. We do not currently have a formal
disaster recovery plan and substantially all of our computer and communications
systems are located in a single data center near Chicago,
Illinois. Our systems and operations remain vulnerable to damage or
interruption from fire, power loss, telecommunications failure and similar
events.
We
experience unplanned service interruptions with all our online sites.
Service interruptions may be caused by a variety of factors, including capacity
constraints, single points of hardware failure, software design flaws and bugs,
and third party denial of service attacks. Although we continue to work to
improve the performance and uptime of our web properties, and have taken steps
to mitigate these risks, we expect that service interruptions will continue to
occur from time to time. If our web properties experience frequent or
lengthy service interruptions, our business and reputation will be seriously
harmed.
Risks
Related To Our E-commerce Business
We
are exposed to significant inventory risks as a result of seasonality, new
product launches, rapid changes in product cycles and changes in consumer tastes
with respect to our products offered at our ThinkGeek E-commerce web
site.
In order
to be successful, we must accurately predict our customers’ tastes and avoid
over-stocking or under-stocking products. Demand for products can change
significantly between the time inventory is ordered and the date of sale. In
addition, when we begin selling a new product, it is particularly difficult to
forecast product demand accurately. The acquisition of certain types of
inventory, especially inventory of custom manufactured products, or inventory
from certain sources, may require significant lead-time and prepayment, and such
inventory may not be returnable. We carry a broad selection and significant
inventory levels of certain products and we may be unable to sell products in
sufficient quantities or during the relevant selling seasons. Failure
to properly assess our inventory needs will adversely affect our financial
results.
We
cannot predict our E-commerce customers’ preferences with certainty and such
preferences may change rapidly.
Our
E-commerce offerings on our ThinkGeek.com web site are designed to appeal to
technology professionals and enthusiasts and other consumers. Misjudging either
the market for our products or our customers’ purchasing habits will cause our
sales to decline, our inventories to increase and/or require us to sell our
products at lower prices, all of which would have a negative effect on our gross
margins and our results of operations. Failure to accurately assess
and predict our E-commerce customers’ preferences will adversely impact our
financial results. Our E-commerce business also relies heavily on
consumer purchases. The recent economic downturn may impact consumer
spending, and have a significant reduction on E-commerce revenue and adversely
impact our results of operations.
We
are subject to risks as a result of our reliance on foreign sources of
production for certain products.
In order
to offer cost effective and innovative products, we are increasingly relying on
manufacturers located outside of the United States, most of which are located in
Asia (primarily China), to supply us with these products in sufficient
quantities — based on our forecasted customer demand — and to deliver these
products in a timely manner.
Our
arrangements with these manufacturers are generally limited to purchase orders
tied to specific lots of goods. We are subject to the risks of
relying on products manufactured outside the United States, including political
unrest, trade restrictions, customs and tariffs, local business practice and
political issues. Additionally, significant reliance on foreign
sources of productions increases the risk of issues relating to compliance with
domestic or international labor standards, compliance with domestic or
international manufacturing and product safety standards, currency fluctuations,
restrictions on the transfer of funds, work stoppages or slowdowns and other
labor issues, economic uncertainties including inflation and government
regulations, availability and costs of raw materials, potentially adverse tax
consequences and other uncertainties. China, in particular, has recently
experienced rapid social, political and economic change, and further changes may
adversely affect our ability to procure our products from Chinese
suppliers.
Our
ability to obtain goods on a cost effective basis is also subject to our ability
to maintain relationships with our suppliers and our ability to negotiate and
maintain supply arrangements on favorable terms. There is increasing political
pressure on China to permit the exchange rate of its currency, the Chinese Yuan
(“CNY”), to float against the U.S. Dollar (“USD”). Although substantially all of
our purchase orders are denominated in USD, our suppliers could attempt to
renegotiate these contracts and increase costs to us if the CNY/USD exchange
rate were to change in a manner adverse to the USD. In addition, because our
purchases are usually on a case by case basis, we are subject to the risk of
unexpected changes in pricing or supply from these suppliers. We may also be
unable to develop beneficial relationships with new vendors in the
future.
Increased
focus on sales and use tax could subject us to liability for past sales and
cause our future sales to decrease.
We do not
collect sales or other taxes on shipments of most of our goods into most states
in the United States or internationally. The relocation of our
fulfillment center or customer service centers or any future expansion of them,
along with other aspects of our business, may result in additional sales and
other tax obligations. We do not collect consumption tax (including
value added tax, goods and services tax, and provincial sales tax) as applicable
on goods and services sold that are delivered outside of the United
States. One or more states or foreign countries may seek to impose
sales or other tax collection obligations on out-of-jurisdiction E-commerce
companies. A successful assertion by one or more states or foreign countries
that we should collect sales or other taxes on the sale of merchandise or
services could result in substantial tax liabilities for past sales, decrease
our ability to compete with traditional retailers, and otherwise harm our
business.
Currently,
U.S. Supreme Court decisions restrict the imposition of obligations to collect
state and local sales and use taxes with respect to sales made over the
Internet. However, a number of states, as well as the U.S. Congress, have been
considering initiatives that could limit or supersede the Supreme Court’s
position regarding sales and use taxes on Internet sales. If any of these
initiatives are successful, we could be required to collect sales and use taxes
in additional states. The imposition by state and local governments of various
taxes upon Internet commerce could create administrative burdens for us, put us
at a competitive disadvantage if they do not impose similar obligations on all
of our online competitors and decrease our future sales.
We
may be subject to product liability claims if people or property are harmed by
the products we sell on our E-commerce web site, which could be costly to defend
and subject us to significant damage claims.
Some of
the products we offer for sale on our E-commerce web site, such as consumer
electronics, toys, computers and peripherals, toiletries, beverages, food items
and clothing, may expose us to product liability claims relating to personal
injury, death or property damage caused by such products, and may require us to
take actions such as product recalls. Although we maintain liability
insurance, we cannot be certain that our coverage will be adequate for
liabilities actually incurred or that insurance will continue to be available to
us on economically reasonable terms, or at all. In addition, some of our vendor
agreements with our suppliers do not indemnify us from product liability, and
even if some agreements provide for indemnification, it may be prohibitively
costly to avail ourselves of the benefits of the protection.
If
we do not maintain sufficient E-commerce inventory levels, or if we are unable
to deliver our E-commerce products to our customers in sufficient quantities,
our E-commerce business operating results will be adversely
affected.
We must
be able to deliver our merchandise in sufficient quantities to meet the demands
of our customers and deliver this merchandise to customers in a timely manner.
We must be able to maintain sufficient inventory levels, particularly during the
peak holiday selling seasons. If we fail to achieve these goals, we may be
unable to meet customer demand, and our financial results will be adversely
affected.
Our
ThinkGeek E-commerce web site is dependent upon a single third party fulfillment
and warehouse provider. The satisfaction of our E-commerce customers is
highly dependent upon fulfillment of orders in a professional and timely manner,
so any decrease in the quality of service offered by our fulfillment and
warehouse provider will adversely affect our reputation and the growth of our
E-commerce business.
Our
ThinkGeek E-commerce web site’s ability to receive inbound inventory and ship
completed orders efficiently to our customers is substantially dependent on a
third-party contract fulfillment and warehouse provider. We currently
utilize the services of Dotcom Distribution, Inc. (“Dotcom Distribution”),
located in Edison, New Jersey. If Dotcom Distribution fails to meet our
future distribution and fulfillment needs, our relationship with and reputation
among our E-commerce customers will suffer and this will adversely affect our
E-commerce growth. Additionally, if Dotcom Distribution cannot meet our
distribution and fulfillment needs, particularly during the peak holiday selling
seasons, or our contract with Dotcom Distribution terminates, we may fail to
secure a suitable replacement or second-source distribution and fulfillment
provider on comparable terms, which would adversely affect our E-commerce
financial results.
Unplanned
system interruptions and capacity constraints could harm our revenue and
reputation.
Our
E-commerce business is dependent on the uninterrupted and highly available
operation of our web site. We experience service interruptions with our
E-commerce web site. Service interruptions may be caused by a variety
of factors, including capacity constraints, software design flaws and bugs, and
third party denial of service attacks. If we fail to provide
customers with such access to our web site at the speed and performance which
they require, our E-commerce sales would be adversely affected and our business
reputation may be seriously harmed.
We do not
currently have a formal disaster recovery plan and our E-commerce related
computer and communications systems are located in a single data center near
Chicago, Illinois. Our systems and operations remain vulnerable to
damage or interruption from fire, power loss, telecommunications failure and
similar events. If our ThinkGeek.com web site experiences frequent or
lengthy service interruptions, our business and reputation will be seriously
harmed.
Risks
Related To Our Financial Results
Certain
factors specific to our businesses over which we have limited or no control may
nonetheless adversely impact our total revenue and financial
results.
The
primary factors over which we have limited or no control that may adversely
impact our total revenue and financial results include the
following:
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specific
economic conditions relating to online advertising and/or E-commerce
spending;
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the
discretionary nature of our online media customers’ purchase and budget
cycles;
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the
spending habits of our e-commerce
customers;
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the
size and timing of online media customer
orders;
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long
online media sales cycles;
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our
ability to retain skilled engineering, marketing and sales
personnel;
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our
ability to demonstrate and maintain attractive online user
demographics;
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the
addition or loss of specific online advertisers or sponsors, and the size
and timing of advertising or sponsorship purchases by individual
customers; and
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our
ability to keep our web properties operational at a reasonable
cost.
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If our
revenue and operating results fall below our expectations, the expectations of
securities analysts or the expectations of investors, the trading price of our
common stock will likely be materially and adversely affected. You should not
rely on the results of our business in any past periods as an indication of our
future financial performance.
Disruptions
and liquidity issues in the credit market may unfavorably impact our financial
condition and results of operations.
We invest
excess funds in specific instruments and issuers approved for inclusion in our
cash and short-term investments accounts pursuant to a written investment policy
established by our Board of Directors and overseen by the Audit Committee of our
Board of Directors. Our investment criteria are to invest only in top
tier quality investments or federally sponsored investments. Top tier
quality investments are determined by our investment advisors in conjunction
with ratings of those investments provided by outside ratings agencies as well
as our investment advisors’ internal credit specialists. Our cash is
invested in overnight investments and investments that will mature within ninety
days after the end of our reporting period. Our investment portfolio
consists of instruments that mature between ninety-one days and 36 years after
the end of our reporting period.
We may be
impacted by the following risks:
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our
investment portfolio contains auction rate securities, which have recently
experienced liquidity issues due to the failure of
auctions;
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we
have experienced and may continue to experience temporary or permanent
declines in the value of certain investments which would be reflected in
our financial statements;
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we
may not be able to reasonably value or assess our investments if there is
not a liquid resale market for those
investments.
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We report
changes in the market value of investments as gains or losses. In the
event any investments do not mature as scheduled, we may be required to
recognize additional losses on the investment and our results of operations
would be adversely affected.
We
face possible delisting from the Nasdaq Global Market, which could result in a
limited public market for our common stock and make obtaining future equity
financing more difficult for us.
The
Nasdaq requires companies to maintain a minimum closing bid price of
$1.00 and a specified minimum market value. Although our common stock
has recently traded above $1.00, we have also recently experienced periods where
our stock traded below the $1.00 minimum closing bid price. If we are
unable to satisfy Nasdaq's requirements for continued listing on the Nasdaq
Global Market, our securities may be delisted from the Nasdaq Global Market.
There can be no assurances that we will satisfy the standards to regain
compliance. The delisting of our common stock from the Nasdaq Global Market may
have a material adverse effect on us by, among other things,
reducing:
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the
liquidity of our common stock; the market price of our common stock; the
number of institutional and other investors that will consider investing
in our common stock;
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the
number of market makers in our common
stock;
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the
availability of information concerning the trading prices and volume of
our common stock;
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the
availability of information concerning the trading prices and volume of
our common stock;
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the
number of broker-dealers willing to execute trades in shares of our common
stock; and
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our
ability to obtain equity financing for the continuation of our
operations.
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Future
changes in financial accounting standards, including pronouncements and
interpretations of accounting pronouncements on revenue recognition, share-based
payments, fair value measurements and financial instruments, may cause adverse
unexpected revenue fluctuations and/or affect our reported results of
operations.
From time
to time, the Financial Accounting Standards Board (“FASB”) may issue updates to
the FASB Accounting Standards Codification. A change in an accounting
policy can have a significant effect on our reported results and may even affect
our reporting of transactions completed before a change is announced.
Accounting policies affecting our business, including rules relating to fair
value accounting, revenue recognition, share-based payments and financial
instruments have recently been revised or are under review. The SEC has
announced that they will issue a proposed a roadmap regarding the potential use
of financial statements prepared in accordance with International Financial
Reporting Standards (“IFRS“). IFRS is a comprehensive series of accounting
standards published by the International Accounting Standards Board (“IASB”).
Under the proposed roadmap, we could be required in 2014 to prepare financial
statements in accordance with IFRS, and the SEC will make a determination in
2011 regarding the mandatory adoption of IFRS. Required changes in our
application of accounting pronouncements could cause changes in our reported
results of operations and our financial condition.
If
we fail to adequately monitor and minimize our use of existing cash, we may need
additional capital to fund continued operations beyond the next 12
months.
We used
$9.7 million of cash for operating activities, $2.6 million of cash for an
acquisition and $3.2 million of cash for the repurchase of common stock during
the nine months ended September 30, 2009. Unless we monitor and
minimize the level of use of our existing cash, cash equivalents and marketable
securities, we may require additional capital to fund continued operations
beyond the next 12 months. In addition, our existing marketable securities
may not provide us with adequate liquidity when needed. While we
believe we will not require additional capital to fund continued operations for
the next 12 months, we may require additional funding within this time frame,
and this additional funding, if needed, may not be available on terms acceptable
to us, or at all. A slowdown in online advertising and/or E-commerce spending,
as well as other factors that may arise, could affect our future capital
requirements and the adequacy of our available funds. As a result, we may be
required to raise additional funds through private or public financing
facilities, strategic relationships or other arrangements. Any additional equity
financing would likely be dilutive to our stockholders. Debt financing, if
available, may involve restrictive covenants on our operations and financial
condition. Our inability to raise capital when needed could seriously harm our
business.
We
have a history of losses and may incur net losses in the foreseeable future.
Failure to attain consistent profitability may materially and adversely affect
the market price of our common stock and our ability to raise capital and
continue operations.
We
generated a net loss of $15.5 million during the nine months ended September 30,
2009, and we have an accumulated deficit of $751.8 million as of September 30,
2009. Additionally, we expect to incur net losses during the remainder of
the year ending December 31, 2009. Failure to attain profitability on a
sustained basis may materially and adversely affect the market price of our
common stock and our ability to raise capital and continue operations beyond the
next 12 months.
Risks
Related To Competition
Our
competition is intense. Our failure to compete successfully could
adversely affect our revenue and financial results.
The
market for Internet content and services is intensely competitive and rapidly
evolving. It is not difficult to enter this market and current and new
competitors can launch new Internet sites at relatively low cost. We
compete with various media businesses for advertising revenue, including
newspaper, radio, magazine and Internet media companies.
We also
derive revenue from E-commerce, for which we compete with other E-commerce
companies as well as traditional, “brick and mortar” retailers. Recent increases
in shipping costs and taxation of Internet commerce may make our products
uncompetitive when compared with traditional “brick and mortar” retailers. We
may fail to compete successfully with current or future competitors. Moreover,
increased competition could result in price reductions, reduced margins or loss
of market share, any of which could have a material adverse effect on our future
revenue and financial results. If we do not compete successfully for new users
and advertisers, our financial results may be materially and adversely
affected.
Risks
Related To Intellectual Property
We
are vulnerable to claims that our web properties infringe third-party
intellectual property rights. Any resulting claims against us could be
costly to defend or subject us to significant damages.
We expect
that our web properties will increasingly be subject to infringement claims as
the number of competitors in our industry segment grows and the functionality of
web properties in different Internet industry segments overlap. The scope of
United States patent protection for software is not well defined and will evolve
as the United States Patent and Trademark Office grants additional patents.
Because patent applications in the United States are not publicly disclosed
until the patent is issued, applications may have been filed that would relate
to our products. In addition, we may receive patent infringement
claims as companies increasingly seek to patent their software. Our developers
may fail to perform patent searches and may therefore unwittingly infringe on
third-party patent rights. We cannot prevent current or future patent holders or
other owners of intellectual property from suing us and others seeking monetary
damages or an injunction against our web offerings. A patent holder may
deny us a license or force us to pay royalties. In either event, our operating
results could be seriously harmed. In addition, employees hired from competitors
might utilize proprietary and trade secret information from their former
employers without our knowledge, even though our employment agreements and
policies clearly prohibit such practices.
Any
litigation regarding our intellectual property, with or without merit, could be
costly and time consuming to defend, divert the attention of our management and
key personnel from our business operations and cause interruption in our web
offerings. Claims of intellectual property infringement may require us to enter
into royalty and licensing agreements that may not be available on terms
acceptable to us, or at all. In addition, parties making claims against us may
be able to obtain injunctive or other equitable relief that could effectively
block our ability to offer one or more of our web sites, or services thereon in
the United States and abroad and could result in an award of substantial damages
against us. Defense of any lawsuit or failure to obtain any required license
could delay release of our products and increase our costs. If a successful
claim is made against us and we fail to develop or license a substitute
technology, our business, results of operations, financial condition or cash
flows could be immediately and materially adversely affected.
If
we fail to adequately protect our intellectual property rights, competitors may
use our technology and trademarks, which could weaken our competitive position,
reduce our revenue, and increase our costs.
We rely
on a combination of copyright, trademark and trade secret laws, employee and
third-party nondisclosure agreements, and other arrangements to protect our
proprietary rights. Despite these precautions, it may be possible for
unauthorized third parties to copy our web sites, or products and services
offered thereon or obtain and use information that we regard as proprietary to
create sites that compete against ours. Some license provisions protecting
against unauthorized use, copying, transfer, and disclosure of our licensed
programs may be unenforceable under the laws of certain jurisdictions and
foreign countries.
In
addition, the laws of some countries do not protect proprietary rights to the
same extent as do the laws of the United States. To the extent that we increase
our international activities, our exposure to unauthorized copying and use of
our web properties and proprietary information will increase.
Our
collection of trademarks is important to our business. The protective steps we
take or have taken may be inadequate to deter misappropriation of our trademark
rights. We have filed applications for registration of and registered some of
our trademarks in the United States and internationally. Effective trademark
protection may not be available in every country in which we offer or intend to
offer our products and services. Failure to protect our trademark rights
adequately could damage our brand identity and impair our ability to compete
effectively. Furthermore, defending or enforcing our trademark rights could
result in the expenditure of significant financial and managerial
resources.
Our
success depends significantly upon our proprietary technology and information.
Despite our efforts to protect our proprietary technology and information, it
may be possible for unauthorized third parties to copy certain portions of our
offerings or to reverse engineer or otherwise obtain and use our proprietary
technology or information. In our E-commerce business, we periodically discover
products that are counterfeit reproductions of our products or designs, or that
otherwise infringe our intellectual property rights. The actions we
take to establish and protect our intellectual property rights may not be
adequate to prevent imitation of our offerings by others or prevent others from
seeking to block sales of our offerings as violations of proprietary rights.
Existing copyright laws afford only limited protection, and the laws of certain
foreign countries may not protect intellectual property rights to the same
extent as do United States laws. Litigation may be necessary to protect our
proprietary technology and information. Such litigation may be costly and
time-consuming and if we are unsuccessful in challenging a party on the basis of
intellectual property infringement, our sales and intellectual property rights
could adversely be affected and result in a shift of customer preference away
from our offerings.
In
addition, we cannot be certain that others will not develop substantially
equivalent or superseding proprietary technology, or that equivalent offerings
will not be marketed in competition with our offerings, thereby substantially
reducing the value of our proprietary rights. Currently, we do not have any
software, utility, or design patents and we cannot assure that we will develop
proprietary offerings or technologies that are patentable, that any patent, if
issued, would provide us with any competitive advantages or would not be
challenged by third parties, or that the patents of others will not adversely
affect our ability to do business.
Other
Risks Related To Our Overall Business
We
are exposed to risks associated with worldwide economic slowdowns and related
uncertainties.
We are
subject to macroeconomic fluctuations in the U.S. economy and
elsewhere. Concerns about consumer and investor confidence, volatile
corporate profits and reduced capital spending, international conflicts,
terrorist and military activity, civil unrest and pandemic illness could cause a
slowdown in sales revenue. In addition, political and social turmoil related to
international conflicts and terrorist acts may put further pressure on economic
conditions in the United States and abroad.
Recent
macroeconomic issues involving the broader financial markets, including the
housing and credit system and general liquidity issues in the securities
markets, have negatively impacted the economy and may negatively affect our
business. In addition, weak economic conditions and declines in
consumer spending and consumption may harm our operating
results. Purchases of our online advertising and E-commerce products
are discretionary. If the economic climate deteriorates, customers or
potential customers could delay, reduce or forego their purchases of our
products and services, which could impact our business in a number of ways,
including lower prices for our products and services and reduced or delayed
sales. There could be a number of follow-on effects from the current
financial crisis on our business, including insolvency of key suppliers
resulting in product delays; delays in customer payments of outstanding accounts
receivable and/or customer insolvencies; counterparty failures negatively
impacting our operations; and increased expense or inability to obtain future
financing.
If the
negative macroeconomic conditions persist, or if the economy enters a prolonged
period of decelerating growth, our results of operations may be
harmed.
We
may be subject to claims as a result of information published on, posted on or
accessible from our Internet sites, which could be costly to defend and subject
us to significant damage claims.
We may be
subject to claims of defamation, negligence, copyright or trademark infringement
(including contributory infringement) or other claims relating to the
information contained on our Internet sites, whether written by third parties or
us.
Claims of
defamation have been brought against online services in the past and can be
costly to defend regardless of the merit of the lawsuit. Although
federal legislation protects online services from some claims when third parties
write the material, this protection is limited. Furthermore, the law
in this area remains in flux and varies from state to state. We receive
notification from time to time of potential claims, but have not been named as a
party to litigation involving such claims. While no formal defamation complaints
have been filed against us to date, our business could be seriously harmed if
one were asserted.
Claims of
infringement or other violations of intellectual property rights are common
among Internet, media and technology companies because such companies often own
large numbers of patents, copyrights, trademarks and trade
secrets. Such claims often result in litigation, which is time
consuming and can be costly to litigate, regardless of the merits of the claim
or the eventual outcome of the claim. In addition, any time one of
our online services links to or hosts material in which others allegedly own
copyrights, we face the risk of being sued for copyright infringement or related
claims. Because hosting of third party content comprises the majority
of the online services that we offer, the risk of harm from such lawsuits could
be substantial. Intellectual property claims are often time-consuming
and may also be expensive to litigate or settle.
In
addition to substantial defense costs, to the extent claims against us are
successful, we may have to pay substantial monetary damages or discontinue one
or more of our services or practices that are found to be in violation of
another party’s rights. We may also acquire licenses or pay royalties
in order to continue such practices, which may increase our operating expenses
and have an adverse impact on our results of operations.
We
may not detect weaknesses in our internal control over financial reporting in a
timely manner, or at all.
Pursuant
to Section 404 of the Sarbanes-Oxley Act of 2002 ("Section 404"), we are
required to evaluate the effectiveness of our internal control over financial
reporting as well as our disclosure controls and procedures each fiscal year. As
of September 30, 2009 management has concluded that our internal control over
financial reporting and our disclosure controls and procedures were effective.
We will need to continue to evaluate, upgrade and enhance our internal controls.
Because of inherent limitations, our internal control over financial reporting
may not prevent or detect misstatements, errors or omissions, and any
projections of any evaluation of effectiveness of internal controls to future
periods are subject to the risk that the controls may become inadequate because
of changes in conditions or that the degree of compliance with our policies or
procedures may deteriorate. We cannot be certain in future periods that other
control deficiencies that may constitute one or more “significant deficiencies”
(as defined by the relevant auditing standards) or material weaknesses in our
internal control over financial reporting will not be identified. If we fail to
maintain the adequacy of our internal controls, including any failure to
implement or difficulty in implementing required or new or improved controls,
our business and results of operations could be harmed, the results of
operations we report could be subject to adjustments, we may not be able to
provide reasonable assurance as to our financial results or the effectiveness of
our internal controls and/or we may not be able to meet our reporting
obligations.
If
we are unable to implement appropriate systems, procedures and controls, we may
not be able to successfully offer our services and grow our
business.
Our
ability to successfully offer our services and grow our business requires an
effective planning and management process. We periodically update our operations
and financial systems, procedures and controls, however; we still rely on manual
processes and procedures that may not scale commensurately with our business
growth. Our systems will continue to require automation, modifications and
improvements to respond to current and future changes in our business. If we
cannot grow our businesses, and manage that growth effectively, or if we fail to
implement in a timely manner appropriate internal systems, procedures, controls
and necessary automation and improvements to these systems, our businesses will
suffer.
If
we lose key personnel or fail to integrate replacement personnel successfully,
our ability to manage our business could be impaired.
Our
future success depends upon the continued service of our key management,
technical, sales, and other critical personnel. Our officers and other key
personnel are employees-at-will, and we cannot assure that we will be able to
retain them. Key personnel have left our company in the past and there
likely will be additional departures of key personnel from time to time in the
future. The loss of any key employee could result in significant
disruptions to our operations, including adversely affecting the timeliness of
product releases, the successful implementation and completion of company
initiatives, and the results of our operations. Competition for these
individuals is intense, and we may not be able to attract, assimilate or retain
highly qualified personnel. Competition for qualified personnel in our
industry and the San Francisco Bay Area, as well as other geographic markets, in
which we recruit, is intense. In the Internet and high technology
industries, qualified candidates often consider equity awards in compensation
arrangements and fluctuations in our stock price may make it difficult to
recruit, retain, and motivate employees. In addition, the integration of
replacement personnel could be time consuming, may cause additional disruptions
to our operations, and may be unsuccessful.
Our
stock price has been volatile historically and may continue to be
volatile.
The
trading price of our common stock has been and may continue to be subject to
wide fluctuations. During the second quarter ended September 30, 2009, the
closing sale prices of our common stock on the NASDAQ Global Market ranged from
$1.07 to $1.46 per share and the closing sale price on September 30, 2009, the
last trading day of the quarter, was $1.26 per share. Our stock price may
fluctuate in response to a number of events and factors, such as quarterly
variations in operating results, announcements of technological innovations or
new products and media properties by us or our competitors, changes in financial
estimates and recommendations by securities analysts, the operating and stock
price performance of other companies that investors may deem comparable to us,
and news reports relating to trends in our markets or general economic
conditions.
In
addition, the stock market in general, and the market prices for
Internet-related companies in particular, have experienced volatility that often
has been unrelated to the operating performance of such companies. These broad
market and industry fluctuations may adversely affect the price of our stock,
regardless of our operating performance. Additionally, volatility or a lack of
positive performance in our stock price may adversely affect our ability to
retain key employees, all of whom have been granted stock
options.
Sales
of our common stock a significant stockholder may cause the price of our common
stock to decrease.
Several
of our stockholders own significant portions of our common stock. If these
stockholders were to sell substantial amounts of their holdings of our common
stock, then the market price of our common stock could be negatively impacted.
The effect of such sales, or of significant portions of our stock being offered
or made available for sale, could result in strong downward pressure on our
stock price. Investors should be aware that they could experience
significant short-term volatility in our stock if such stockholders decide to
sell a substantial amount of their holdings of our common stock at once or
within a short period of time.
Our
networks may be vulnerable to unauthorized persons accessing our systems, which
could disrupt our operations and result in the theft of our proprietary
information.
A party
who is able to circumvent our security measures could misappropriate proprietary
information or cause interruptions or malfunctions in our Internet operations.
We may be required to expend significant capital and resources to protect
against the threat of security breaches or to alleviate problems caused by
breaches in security.
Increasing
regulation of the Internet or imposition of sales and other taxes on products or
services sold or distributed over the Internet could harm our
business.
The
E-commerce market on the Internet is relatively new and rapidly evolving. While
this is an evolving area of the law in the United States and overseas, currently
there are relatively few laws or regulations that directly apply to commerce on
the Internet. Changes in laws or regulations governing the Internet and
E-commerce, including, without limitation, those governing an individual’s
privacy rights, pricing, content, encryption, security, acceptable payment
methods and quality of products or services could have a material adverse effect
on our business, operating results and financial condition. Taxation of Internet
commerce, or other charges imposed by government agencies or by private
organizations, may also be imposed. Recently New York State has adopted
legislation which attempts to impose sales tax collection and reporting
obligation on Internet companies. Any of these regulations could have an adverse
effect on our future sales and revenue growth.
Business
disruptions could affect our future operating results.
Our
operating results and financial condition could be materially and adversely
affected in the event of a major earthquake, fire or other catastrophic
event. Our corporate headquarters and certain other critical business
operations are located in California, near major earthquake faults. A
catastrophic event that results in the destruction of any of our critical
business or information technology systems could severely affect our ability to
conduct normal business operations and as a result our future operating results
could be adversely affected.
System
disruptions could adversely affect our future operating results.
Our
ability to attract and maintain relationships with users, advertisers, merchants
and strategic partners will depend on the satisfactory performance, reliability
and availability of our Internet channels and network infrastructure. Our
Internet advertising revenue relates directly to the number of advertisements
delivered to our users. System interruptions or delays that result in the
unavailability of Internet pages or slower response times for users would reduce
the number of advertisements delivered to such users and reduce the
attractiveness of our web properties to users, strategic partners and
advertisers or reduce the number of impressions delivered and thereby reduce
revenue. In the past year, all of our web properties have experienced unplanned
service interruptions. We will continue to suffer future interruptions from time
to time whether due to capacity constraints, natural disasters,
telecommunications failures, other system failures, rolling blackouts, viruses,
hacking or other events. System interruptions or slower response times could
have a material adverse effect on our revenue and financial
condition.
Item
6.
Exhibits
Exhibit No.
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Description
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31.1
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Certification
of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a) or
15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
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31.2
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Certification
of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a) or
15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
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32.1
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Certification
of Chief Executive Officer and Chief Financial Officer Pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act Of 2002.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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GEEKNET,
INC.
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By:
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/s/
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SCOTT L. KAUFFMAN
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Scott
L. Kauffman
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President
and Chief Executive Officer
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By:
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/s/
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PATRICIA S. MORRIS
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Patricia
S. Morris
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Senior
Vice President and Chief Financial
Officer
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Date:
November 9, 2009
EXHIBIT
INDEX
Exhibit No.
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Description
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|
|
31.1
|
—
|
Certification
of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and
15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
|
|
|
31.2
|
—
|
Certification
of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and
15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
|
|
|
32.1
|
—
|
Certification
Of Chief Executive Officer and Chief Financial Officer Pursuant To 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 Of The
Sarbanes-Oxley Act Of 2002.
|
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