Datawatch Corporation
DATAWATCH CORP (Form: 10-Q, Received: 01/27/2017 10:46:30)
 

 

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 DECEMBER 31, 2016

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: 000-19960  

 

 

 

DATAWATCH CORPORATION 

(Exact name of registrant as specified in its charter)

 

 

 

DELAWARE   02-0405716
(State or Other Jurisdiction of   (I.R.S. Employer
Incorporation or Organization)   Identification No.)

 

4 CROSBY DRIVE

BEDFORD, MASSACHUSETTS 01730

(978) 441-2200

(Address and telephone number of principal executive office) 

 

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

 

Common Stock $0.01 PAR VALUE   NASDAQ
(Title of Class)   (Name of Exchange on which Registered)

 

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE  

 

 

 

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  x     No  ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ¨ Accelerated filer ¨ Non-accelerated filer    ¨ Smaller reporting company x
  (Do not check if a smaller reporting company)  

 

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes ¨ No x

 

The number of shares of the registrant’s common stock, $.01 par value, outstanding as of January 25, 2017 was 11,993,810.

 

 

 

 

 

 

DATAWATCH CORPORATION

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2016

 

TABLE OF CONTENTS

 

    Page
Part I: FINANCIAL INFORMATION 1
     
Item 1. Consolidated Financial Statements (unaudited) 1
  Consolidated Balance Sheets as of December 31, 2016 and September 30, 2016 (unaudited) 1
  Consolidated Statements of Operations for the Three months ended December 31, 2016 and 2015 (unaudited) 2
  Consolidated Statements of Comprehensive Loss for the Three months ended December 31, 2016 and 2015 (unaudited) 3
  Consolidated Statements of Cash Flows for the Three months ended December 31, 2016 and 2015 (unaudited) 4
  Notes to Consolidated Financial Statements (unaudited) 5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 10
Item 3. Quantitative and Qualitative Disclosures about Market Risk 17
Item 4. Controls and Procedures 18
     
Part II: OTHER INFORMATION 19
     
Item 1. Legal Proceedings 19
Item 1A. Risk Factors 19
Item 4. Mine Safety Disclosures 19
Item 6. Exhibits 19
     
SIGNATURES   20

 

 

 

 

PART I: FINANCIAL INFORMATION

ITEM 1: CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

DATAWATCH CORPORATION

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In thousands, except share amounts)

 

    December 31,     September 30,  
    2016     2016  
ASSETS                
CURRENT ASSETS:                
Cash and cash equivalents   $ 26,285     $ 28,034  
Accounts receivable, net of allowance for doubtful accounts of $35 and $28 as of December 31, 2016 and September 30, 2016, respectively     7,040       6,932  
Prepaid expenses and other current assets     2,397       2,265  
Total current assets     35,722       37,231  
                 
Property and equipment, net     1,211       1,210  
Acquired intellectual property, net     1,502       1,998  
Other intangible assets, net     1,038       1,061  
Goodwill and indefinite-lived assets     6,685       6,685  
Other long-term assets     245       246  
Total assets   $ 46,403     $ 48,431  
                 
LIABILITIES AND SHAREHOLDERS’ EQUITY                
CURRENT LIABILITIES:                
Accounts payable   $ 1,501     $ 1,758  
Accrued expenses     2,005       2,319  
Deferred revenue     10,038       9,630  
Total current liabilities     13,544       13,707  
                 
LONG-TERM LIABILITIES:                
Deferred revenue, long-term     164       237  
Other long-term liabilities     497       529  
Total long-term liabilities     661       766  
Total liabilities     14,205       14,473  
                 
COMMITMENTS AND CONTINGENCIES (Note 4)                
                 
SHAREHOLDERS’ EQUITY:                
Common stock, par value $0.01; authorized: 20,000,000 shares; issued and outstanding: 12,008,056 shares and 11,993,810 shares, respectively, as of December 31, 2016 and 11,938,032 shares and 11,923,786 shares, respectively, as of September 30, 2016     120       119  
Additional paid-in capital     143,097       142,668  
Accumulated deficit     (109,054 )     (106,823 )
Accumulated other comprehensive loss     (1,825 )     (1,866 )
      32,338       34,098  
Less treasury stock, at cost, 14,246 shares     (140 )     (140 )
Total shareholders’ equity     32,198       33,958  
                 
Total liabilities and shareholders’ equity   $ 46,403     $ 48,431  

 

The accompanying notes are an integral part of the consolidated financial statements.

 

  1  

 

 

DATAWATCH CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(In thousands, except per share amounts)

 

    Three Months Ended  
    December 31,  
    2016     2015  
REVENUE:                
Software licenses   $ 4,357     $ 3,147  
Maintenance     3,555       3,602  
Professional services     321       306  
Total revenues     8,233       7,055  
                 
COSTS AND EXPENSES:                
Cost of software licenses     703       689  
Cost of maintenance and services (1)     532       598  
Sales and marketing (1)     4,747       5,748  
Engineering and product development (1)     2,203       1,827  
General and administrative (1)     2,215       2,234  
Total costs and expenses     10,400       11,096  
                 
LOSS FROM OPERATIONS     (2,167 )     (4,041 )
                 
Other income     15       3  
Foreign currency transaction loss     (77 )     (27 )
                 
LOSS FROM OPERATIONS BEFORE INCOME TAXES     (2,229 )     (4,065 )
Income tax (expense) benefit     (2 )     101  
                 
NET LOSS   $ (2,231 )   $ (3,964 )
                 
Net loss per share – basic:   $ (0.19 )   $ (0.34 )
Net loss per share – diluted:   $ (0.19 )   $ (0.34 )
                 
Weighted-average shares outstanding – basic     11,951       11,635  
Weighted-average shares outstanding – diluted     11,951       11,635  
                 
(1) Includes share-based compensation as follows:                
                 
Cost of maintenance and services   $ 4     $ 18  
Sales and marketing     79       516  
Engineering and product development     82       85  
General and administrative     266       404  
    $ 431     $ 1,023  

 

The accompanying notes are an integral part of the consolidated financial statements.

 

  2  

 

 

DATAWATCH CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)

(In thousands)

 

    Three Months Ended  
    December 31,  
    2016     2015  
             
Net loss   $ (2,231 )   $ (3,964 )
Other comprehensive gain (loss):                
  Foreign currency translation adjustments     41       (8 )
Comprehensive loss   $ (2,190 )   $ (3,972 )

 

The accompanying notes are an integral part of the consolidated financial statements.

 

  3  

 

 

  DATAWATCH CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In thousands) 

 

    Three Months Ended  
    December 31,  
    2016     2015  
CASH FLOWS FROM OPERATING ACTIVITIES:                
Net loss   $ (2,231 )   $ (3,964 )
Adjustments to reconcile net loss to cash used in operating activities:                
Depreciation and amortization     619       646  
Share-based compensation expense     431       1,023  
Deferred income taxes     -       (108 )
Changes in operating assets and liabilities:                
Accounts receivable     (140 )     1,949  
Prepaid expenses and other assets     (179 )     (250 )
Accounts payable, accrued expenses and other liabilities     (526 )     (986 )
Deferred revenue     392       (83 )
Cash used in operating activities     (1,634 )     (1,773 )
                 
CASH FLOWS FROM INVESTING ACTIVITIES:                
Purchases of property and equipment     (104 )     (414 )
Cash used in investing activities     (104 )     (414 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES:                
Proceeds from exercise of stock options     -       70  
Cash provided by financing activities     -       70  
                 
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH  EQUIVALENTS     (11 )     (22 )
                 
DECREASE IN CASH AND CASH EQUIVALENTS     (1,749 )     (2,139 )
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD     28,034       35,162  
CASH AND CASH EQUIVALENTS, END OF PERIOD   $ 26,285     $ 33,023  
                 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                
Interest paid   $ -     $ -  
                 
Income taxes paid   $ 3     $ 5  

 

These notes are an integral part of the consolidated financial statement

 

  4  

 

 

DATAWATCH CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

NOTE 1. DESCRIPTION OF BUSINESS  

 

Datawatch Corporation (the “Company” or “Datawatch”) is a Delaware corporation, formed in 1986, with executive offices located at 4 Crosby Drive, Bedford, MA 01730. The Company provides self-service data preparation and visual data discovery software.

 

NOTE 2. BASIS OF PRESENTATION  

 

The accompanying unaudited consolidated financial statements include the accounts of Datawatch and its wholly-owned subsidiaries and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements and should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2016 filed with the SEC. All intercompany accounts and transactions have been eliminated in consolidation.

 

In the opinion of management, the accompanying consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements for the fiscal year ended September 30, 2016, and include all adjustments necessary for fair presentation of the results of the interim periods presented. The operating results for the interim periods presented are not necessarily indicative of the results expected for the full year. The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure.

 

NOTE 3. FAIR VALUE MEASUREMENTS  

 

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable and accounts payable. The estimated fair values have been determined through information obtained from market sources and management estimates.  The estimated fair value of certain financial instruments including cash and cash equivalents, accounts receivable and accounts payable, approximate the carrying value due to their short-term maturity.

 

The fair value of the Company’s financial assets and liabilities are measured using inputs from the three levels of fair value hierarchy which are as follows:

 

·   Level 1 — Quoted prices in active markets for identical assets or liabilities; 

 

·   Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and

 

·   Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. 

 

  5  

 

 

The Company classified its cash equivalents, which primarily include money market mutual funds of $16.4 million and $18.8 million as of December 31, 2016 and September 30, 2016, respectively, within Level 2 of the fair value hierarchy.

 

As of December 31, 2016 and September 30, 2016, the Company’s assets that are measured on a recurring basis and whose carrying values approximate their respective fair values include the following (in thousands):

 

    December 31, 2016     September 30, 2016  
    Fair Value Measurement     Fair Value Measurement  
    Using Input Types     Using Input Types  
    Level 1     Level 2     Level 3     Level 1     Level 2     Level 3  
Assets:                                                
Money market funds   $ -     $ 16,386     $ -     $ -     $ 18,771     $ -  
Total   $ -     $ 16,386     $ -     $ -     $ 18,771     $ -  

 

Non-financial assets such as goodwill and long-lived assets are also subject to non-recurring fair value measurements if they are deemed to be impaired. The impairment models used for nonfinancial assets depend on the type of asset and are accounted for in accordance with the Financial Accounting Standards Board (“FASB”) guidance on fair value measurement.

 

NOTE 4. COMMITMENTS AND CONTINGENCIES

 

Leases  

 

The Company leases various facilities and equipment in the U.S. and overseas under non-cancelable operating leases which expire at various dates through 2022. The lease agreements generally provide for the payment of minimum annual rentals and pro-rata share of taxes and maintenance expenses. Rental expense for all operating leases was $0.3 and $0.2 million for the three months ended December 31, 2016 and 2015, respectively. At December 31, 2016 and September 30, 2016, deferred rent of $0.3 and $0.4 million, respectively, is included under the caption “ Other long-term liabilities ” in our consolidated balance sheets . Certain of the Company's facility leases include options to renew.

 

Royalties

 

Royalty expense included in cost of software license was $0.2 and $0.1 million for the three months ended December 31, 2016 and 2015, respectively. Minimum royalty obligations were insignificant for the three months ended December 31, 2016 and 2015.

 

Contingencies 

 

From time to time, the Company is subject to claims and may be party to actions that arise in the normal course of business. The Company is not party to any litigation that management believes will have a material adverse effect on the Company's consolidated financial condition or results of operations.

 

NOTE 5. INCOME TAXES

 

During the three months ended December 31, 2016, the Company recorded a tax expense of $2,000, primarily related to estimated state taxes. During the three months ended December 31, 2015, the Company recorded a tax benefit of $0.1 million, primarily related to the change in the deferred tax asset in Sweden as a result of losses generated in Sweden, estimated state taxes and accrued interest on uncertain tax positions.

 

  6  

 

 

The Company’s deferred tax assets include net operating loss carry forwards and tax credits that expire at different times through 2036.  Significant judgment is required in determining the Company’s provision for income taxes, the carrying value of deferred tax assets and liabilities and the valuation allowance recorded against net deferred tax assets.  Factors such as future reversals of deferred tax assets and liabilities, projected future taxable income, changes in enacted tax rates and the period over which the Company’s deferred tax assets will be recoverable are considered in making these determinations.  Management does not believe the deferred tax assets are more likely than not to be realized and a full valuation allowance has been provided against the deferred tax assets in the United States, United Kingdom, Australia, Germany, Singapore, and Sweden at December 31, 2016 and September 30, 2016.

 

At September 30, 2016, the Company had a cumulative tax liability of $0.2 million related to foreign tax exposure that could result in cash payments.  There were no significant changes to the Company’s uncertain tax positions during the three months ended December 31, 2016.

 

NOTE 6. CALCULATION OF NET LOSS PER SHARE

 

Basic net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding. Diluted net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding plus additional common shares that would have been outstanding if dilutive potential common shares had been issued. For the purposes of this calculation, unexercised stock options and common shares in respect of unvested restricted stock awards are considered common equivalents in periods in which they have a dilutive effect. Unexercised stock options and common shares in respect of unvested restricted stock awards that are anti-dilutive are excluded from the calculation.

 

The following table presents the computation of basic and diluted net loss per share (in thousands, except per share data): 

 

    Three Months Ended  
    December 31,  
    2016     2015  
             
Net loss   $ (2,231 )   $ (3,964 )
                 
Weighted-average number of common shares outstanding     11,951       11,635  
                 
Net loss per share   $ (0.19 )   $ (0.34 )

 

For the three months ended December 31, 2016 and 2015 all common equivalents were anti-dilutive as a result of the Company’s net loss position. As such, 269,387 shares and 143,590 shares, have not been included in the calculation of basic or diluted net loss per share, for the three months ended December 31, 2016 and 2015, respectively.

 

NOTE 7. SHARE-BASED COMPENSATION 

 

The Company provides its employees, officers, consultants and directors with stock options, restricted stock units (“RSUs”) and other stock rights for common stock of the Company on a discretionary basis. All grants of options and RSUs are subject to the terms and conditions determined by the Compensation and Stock Committee of the Board of Directors (the “Committee”), and generally vest over a three-year period and expire either seven or ten years from the date of grant. All awards granted during the three months ended December 31, 2016 were granted under the Company’s Second Amended and Restated Equity Compensation and Incentive Plan (the “2011 Plan”). At December 31, 2016, there were 187,902 shares available for future issuance under the 2011 Plan.

 

  7  

 

 

Under the 2011 Plan, stock options are granted at exercise prices not less than the fair market value of the underlying common stock at the date of grant. All of the Company’s share-based awards are accounted for as equity instruments and there have been no liability awards granted. Share-based compensation expense for share-based payment awards, issued to employees and directors, is measured based on the grant-date fair value of the award and recognized on a straight-line basis over the vesting period of the award. Share-based compensation expense for share-based payment awards, issued to non-employees, is revalued each fiscal quarter based on the current fair value of the award and recognized on a straight-line basis over the vesting period of the award.

 

Stock Options

 

The Company estimates the fair value of each stock option grant using the Black-Scholes option valuation model. The Black-Scholes option valuation model incorporates assumptions as to stock price volatility, the expected life of options, a risk-free interest rate and dividend yield.

 

The following table is a summary of combined activity for all of the Company’s stock options:  

  

          Weighted-     Weighted-        
          Average     Average     Aggregate  
          Exercise     Remaining     Intrinsic  
    Number of
Options
    Price
Per Share
    Life
(In years)
    Value
(In thousands)
 
                         
Outstanding, September 30, 2016     275,000     $ 6.31       2.00     $ 715  
Granted     -       -       -       -  
Canceled/Forfeited     -       -       -       -  
Exercised     -       -       -       -  
Outstanding, December 31, 2016     275,000     $ 6.31       1.75     $ 333  
Exercisable, December 31, 2016     275,000     $ 6.31       1.75     $ 333  
Unvested awards expected to vest, December 31, 2016     -     $ -       -     $ -  

 

  Restricted Stock Units

 

The fair value related to RSUs issued to employees and directors, is calculated based on the closing stock price of the Company’s common stock on the date of the grant. The fair value related to RSUs issued to non-employees, is revalued each fiscal quarter, based on the current closing stock price of the Company’s common stock.

 

The following table presents nonvested RSU information for the three months ended December 31, 2016:   

 

    Number of  
    RSUs  
    Outstanding  
Nonvested, September 30, 2016     609,565  
Granted     44,000  
Canceled/Forfeited     (54,998 )
Vested     (70,024 )
Nonvested, December 31, 2016     528,543  

 

  8  

 

 

NOTE 8. SEGMENT INFORMATION AND REVENUE BY GEOGRAPHIC LOCATION

 

The Company has determined that it has only one reportable segment. The Company’s chief operating decision maker, its Chief Executive Officer, does not manage any part of the Company separately, and the allocation of resources and assessment of performance is based solely on the Company’s consolidated operations and operating results.

 

The Company conducts operations in the United States and internationally. The following table presents information about the Company’s geographic operations (in thousands):

 

    Domestic     International     Total  
                   
Total Revenue                        
                         
Three months ended December 31, 2016   $ 6,935     $ 1,298     $ 8,233  
Three months ended December 31, 2015   $ 6,042     $ 1,013     $ 7,055  
                         
Total Operating Loss                        
                         
Three months ended December 31, 2016   $ (1,327 )   $ (840 )   $ (2,167 )
Three months ended December 31, 2015   $ (2,920 )   $ (1,121 )   $ (4,041 )
                         
Total Long-Lived Assets                        
At December 31, 2016   $ 10,606     $ 76     $ 10,682  
At September 30, 2016   $ 11,126     $ 74     $ 11,200  

 

NOTE 9. RECENT ACCOUNTING PRONOUNCEMENTS

 

In November 2016, the FASB issued Accounting Standard Update (“ASU”) 2016-18, Restricted Cash , which requires a statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash and restricted cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows . This guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is permitted. The Company is in the process of evaluating the potential impacts of this new guidance on the Company’s consolidated financial statements and related disclosures.

 

In October 2016, the FASB issued ASU 2016-16, Intra-Entity Transfers Other Than Inventory , which requires entities to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. This guidance is effective for fiscal years beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is permitted. The Company is in the process of evaluating the potential impacts of this new guidance on the Company’s consolidated financial statements and related disclosures.

 

  9  

 

 

In June 2016, the FASB issued ASU 2016-13 , Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires entities to estimate all expected credit losses for certain types of financial instruments, including trade receivables, held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The updated guidance also expands the disclosure requirements to enable users of financial statements to understand the entity’s assumptions, models and methods for estimating expected credit losses. This guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within that reporting period. Early adoption is permitted. The Company is in the process of evaluating the potential impacts of this new guidance on the Company’s consolidated financial statements and related disclosures.

 

In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting , which is intended to simplify various aspects of how share-based payments are accounted for and presented in financial statements. The standard is effective prospectively for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. The Company is currently evaluating the effect this standard will have on the Company’s consolidated financial statements and related disclosures.

 

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , which requires lessees to recognize, on the balance sheet, leases with a lease terms of greater than twelve months as a right-of-use asset and a lease liability. The standard is effective for fiscal years beginning after December 15, 2018. The Company is currently evaluating the effect that the standard will have on the Company’s consolidated financial statements and related disclosures.

 

On August 27, 2014, the FASB issued ASU 2014-15, Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40) , which provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. The standard is effective for fiscal years beginning after December 15, 2016. The Company is currently evaluating the effect that the standard will have on the Company’s consolidated financial statements and related disclosures.

 

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The ASU is the result of a joint project by the FASB and the International Accounting Standards Board (“IASB”) to clarify the principles for recognizing revenue and to develop a common revenue standard for GAAP and International Financial Reporting Standards (“IFRS”) that would: remove inconsistencies and weaknesses, provide a more robust framework for addressing revenue issues, improve comparability of revenue recognition practices across entities, jurisdictions, industries, and capital markets, improve disclosure requirements and resulting financial statements, and simplify the presentation of financial statements. The core principle of the new guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU was initially effective for annual reporting periods beginning after December 15, 2016. On July 9, 2015, the FASB voted to delay the effective date of the new revenue standard by one year, but to permit entities to choose to adopt the standard as of the original effective date. The Company is currently evaluating the effect that the updated standard will have on the Company’s consolidated financial statements and related disclosures.

 

The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its consolidated financial statements.

 

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS   

 

General

 

We do not provide forecasts of our future financial performance. However, from time to time, information we provide or statements made by our employees may contain “forward looking” information that involves risks and uncertainties. In particular, statements contained in this Quarterly Report on Form 10-Q that are not historical facts may constitute forward looking statements and are made under the safe harbor provisions of The Private Securities Litigation Reform Act of 1995. We caution readers not to place undue reliance on any such forward looking statements, which speak only as of the date they are made. We disclaim any obligation, except as specifically required by law and the rules of the Securities and Exchange Commission, to publicly update or revise any such statements to reflect any change in our expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward looking statements. Our actual results of operations and financial condition have varied and may in the future vary significantly from those stated in any forward looking statements. Factors that may cause such differences include, without limitation, the risks, uncertainties and other information discussed in Item 1A of our Annual Report on Form 10-K for the fiscal year ended September 30, 2016, and in Item 1A of Part II of this Quarterly Report on Form 10-Q, as well as the accuracy of our internal estimates of revenue and operating expense levels. 

 

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Introduction 

 

We are engaged in the design, development, marketing, distribution and support of business computer software primarily for the self-service data preparation and visual data discovery markets to allow organizations to access, prepare, cleanse, blend and analyze information quickly and easily.  The Datawatch Monarch Platform is an enterprise solution that bridges the gap between the ease-of-use and agility that business users demand together with the scalability, automation and governance needed by IT.

 

Our principal product line of solutions includes the following products:  

 

Datawatch Monarch™ — Access and Prepare Data from Virtually Any Source

 

The Datawatch Monarch family of products includes Datawatch Monarch Complete and Datawatch Monarch Server.

 

Datawatch Monarch Complete (consisting of Monarch Data Prep Studio and Monarch Classic) is a self-service data preparation tool which lets users quickly and easily explore, manipulate and blend disparate data sets and prepare them for operational processes or visual analytics. With Datawatch Monarch Complete, users can bring to life all the data that is needed to manage the business, whether that information is stored in structured, relational sources like databases, or in less conventional places like unstructured or semi-structured content including PDF, XML, JSON, HTML, text, spool and ASCII files.

 

Datawatch Monarch Server extends the data preparation capabilities of Monarch Complete to provide a comprehensive, enterprise-wide solution.  With Monarch Server Automation (“Automator”), models created with Monarch Complete on the desktop can be stored and shared on a centrally managed server that runs on premise.  Data preparation tasks can be fully automated and prepared data delivered to all users and systems. Datawatch Report Mining Server (“RMS”) integrates with any existing enterprise content management system such as Datawatch Report Manager On-Demand, IBM Content Manager On-Demand, Microsoft SharePoint, Hyland OnBase, ASG Mobius ViewDirect and others

 

Datawatch Panopticon — Visually Design, Discover and Explore New Insights

 

Datawatch Panopticon lets users quickly start asking questions to see hidden patterns, spot problems and identify missed opportunities without programming or scripting. Our in-memory analytics engine enables on-the-fly aggregations and intuitive navigation and integration of data from virtually any data source. With a simple drag-and-drop interface, users can set up hierarchies and filters in their dashboards to make it easier to spot outliers and to see how different subsets of data correlate with each other. Datawatch Panopticon provides a range of specialized visualizations designed specifically to make analyzing streaming data, time series data and historical data, more impactful. Integrated data preparation capabilities and pre-built connectors make it simple to access and combine information from any data source, including data streams from message brokers and complex event processing engines. Products in the Panopticon family include Datawatch Panopticon Designer and Datawatch Panopticon Server.

  

CRITICAL ACCOUNTING POLICIES  

 

The Securities and Exchange Commission (“SEC”) issued disclosure guidance for “critical accounting policies.” The SEC defines “critical accounting policies” as those that require the application of management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods.

 

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Our significant accounting policies are described in Note 1 to the consolidated financial statements for the fiscal year ended September 30, 2016 included in our previously filed Form 10-K. There have been no material changes to the accounting policies for the three months ended December 31, 2016.

 

OVERVIEW

 

During the first quarter of fiscal 2017, we realized increases in revenue, improvement in our bottom line results, the addition of important new customers and growth in the number of long time Monarch customers who are investing in our new Monarch self-service data preparation platform. During the first quarter of fiscal 2017, we added 188 new customers for our Monarch self-service data preparation platform, which was an increase of almost 50% over the number of new Monarch customers added in the first quarter of fiscal 2016. Two important operational metrics are the number of six-figure deals and the average deal size for license sales greater than $10,000. The number of six-figure deals increased from four deals for the three months ended December 31, 2015 to seven deals for three months ended December 31, 2016. The average deal size for license sales greater than $10,000 increased approximately 38% from $29,000 for the three months ended December 31, 2015 to $40,000 for the three months ended December 31, 2016.

 

Sales execution

 

Overall revenue increased by $1.2 million compared to the same quarter last fiscal year. In addition, our deferred revenue balance increased by $1.7 million from $8.5 million as of December 31, 2015, to $10.2 million as of December 31, 2016. Of the total deferred revenue increase, deferred license revenue increased by $1.0 million, or 86%, as a direct result of our transition to a subscription pricing model for a portion of our Monarch self-service data preparation sales. Our subscription bookings continued to increase quarter-over-quarter. Subscription bookings increased $0.5 million, or 74%, over the quarter ended December 31, 2015 to an all-time high of $1.2 million for the quarter ended December 31, 2016. We recognized more than $0.9 million in subscription license revenue for the quarter ended December 31, 2016, representing an annual run rate of approximately $4.0 million.

 

Market awareness

 

During the quarter ended December 31, 2016, Credit Agricole and Bank of Tokyo Mitsubishi joined our roster of leading financial institutions that have selected Datawatch Panopticon for fast analytics and real-time visualization to improve effectiveness in front office trading operations.

 

We continue to penetrate the middle office and back office of leading financial services organizations, including U.S. Bank, Wells Fargo, Capital One, Visa, State Bank of India and HSBC, with our self-service data preparation solution.

 

Innovation to product platform

 

During the quarter ended December 31, 2016, we released Datawatch Panopticon 16, which provides faster trading analytics for expedited time-to-insight and addresses the need for real-time and historic views for trading effectiveness. Exchanges, buy-side and sell-side firms can now quickly integrate real-time streaming, intra-day and historic datasets into HTML5 analytical dashboards for faster and more informed decision-making. Datawatch Panopticon 16 is specifically designed to address the regulatory governance and compliance needs of the world’s largest financial institutions.

 

During the quarter ended December 31, 2016, we released Datawatch Monarch Complete 14, which allows Monarch Classic users to continue working with their existing models and projects inside Monarch Complete’s Data Prep Studio. Key areas of focus in this release include enhanced collaboration and scheduling amongst users, new export types and numerous user interface improvements.

 

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RESULTS OF OPERATIONS

 

The following table sets forth certain statements of operations data as a percentage of total revenues for the periods indicated. The data has been derived from our accompanying consolidated financial statements. The operating results for any period should not be considered indicative of the results expected for any future period. 

 

 

 

    Three Months Ended  
    December 31,  
    2016     2015  
REVENUE:                
Software licenses     53 %     45 %
Maintenance     43       51  
Professional services     4       4  
Total revenues     100 %     100 %
                 
COSTS AND EXPENSES:                
Cost of software licenses     9 %     10 %
Cost of maintenance and services     6       8  
Sales and marketing     58       81  
Engineering and product development     27       26  
General and administrative     27       32  
Total costs and expenses     127 %     157 %
                 
LOSS FROM OPERATIONS     (27 )%     (57 )%
                 
Other income     - %     - %
Foreign currency transaction loss     (1 )     -  
                 
LOSS FROM OPERATIONS BEFORE INCOME TAXES     (28 )%     (57 )%
Income tax (expense) benefit     -       1  
                 
NET LOSS     (28 )%     (56 )%

 

Three Months Ended December 31, 2016 Compared to

Three Months Ended December 31, 2015

Total Revenues  

 

    Three Months Ended              
    December 31,     Increase     Percentage  
    2016     2015     (Decrease)     Change  
Software licenses   $ 4,357     $ 3,147     $ 1,210       38 %
Maintenance     3,555       3,602       (47 )     (1 )
Professional services     321       306       15       5  
Total revenue   $ 8,233     $ 7,055     $ 1,178       17 %

 

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Software license revenue. Software license revenue increased $1.2 million when compared with revenue for the three months ended December 31, 2015, driven by a $1.2 million increase in our Monarch data preparation revenue. The increase in Monarch revenue was the result of our focused strategy to grow our core Monarch data preparation business with a mixture of heritage Monarch customers as well as new customers. During the three months ended December 31, 2016, we added 188 new Monarch self-service data preparation customers, an increase of almost 50% compared to the same quarter last fiscal year. In addition, our license revenue during the three months ended December 31, 2015 was lower as the result of our transition to a subscription pricing model for a portion of our Monarch self-service data preparation sales, which resulted in lower up front revenue, during the transition period, and a build-up of deferred revenue, which contributes to revenue in future periods. Overall our deferred revenue increased by $1.7 million as of December 31, 2016 compared to the end of the same quarter last fiscal year. Of the total deferred revenue increases, deferred license revenue increased $1.0 million.

 

Maintenance revenue. Maintenance revenue remained relatively flat compared to the same quarter last fiscal year.

 

Professional services. Professional services revenue remained relatively flat compared to the same quarter last fiscal year.

 

Total Costs and Expenses  

 

    Three Months Ended              
    December 31,     Increase     Percentage  
    2016     2015     (Decrease)     Change  
Cost of software licenses   $ 703     $ 689     $ 14       2 %
Cost of maintenance and services     532       598       (66 )     (11 )
Sales and marketing     4,747       5,748       (1,001 )     (17 )
Engineering and product development     2,203       1,827       376       21  
General and administrative     2,215       2,234       (19 )     (1 )
Total costs and operating expenses   $ 10,400     $ 11,096     $ (696 )     (6 )%

 

Cost of software licenses. Costs remained relatively flat compared to the same quarter last fiscal year.

 

Cost of maintenance and services. The $0.1 million decrease was primarily driven by a reduction in employee related expenses, such as salaries, payroll taxes and benefits due to decreased headcount when compared to the same quarter last fiscal year.

 

Sales and marketing expenses. The $1.0 million decrease in sales and marketing expenses was comprised of a decrease in sales expense of $0.6 million and a decrease in marketing expense of $0.4 million. The decreased sales expense was comprised of a $0.4 million decrease in employee related costs such as salaries, payroll taxes and benefits due to a decreased headcount when compared to the same quarter last fiscal year; a $0.2 million decrease in share-based compensation, driven by the absence of expense related to several prior grants of stock awards, which had high fair values, and became fully amortized during the fourth quarter of fiscal 2016 as well as the absence of expense related to the former Chief Revenue Officer who terminated during the second quarter of fiscal 2016; a $0.1 million decrease in travel and entertainment costs driven by the decreases in headcount; a $0.1 million decrease in severance and a $42,000 decrease in amortization as a result of certain intangible assets that became fully amortized during fiscal 2016. These decreases were offset by a $0.3 million increase in commissions driven by the increase in sales compared to the same quarter last fiscal year. The decrease in marketing expenses was comprised of a $0.3 million decrease in advertising and lead generation costs; a $0.2 million decrease in share-based compensation and a $0.1 million decrease in consultants, offset by, increases of $0.1 million each for employee related costs and severance. The decrease in costs related to advertising and lead generation as well as the decrease in costs related to consultants was driven by cost cutting measures designed to steadily reduce our quarterly expense run-rate. The reduction of share-based compensation expenses was driven by the reversal of previously recorded share-based compensation upon the termination of several employees, as well as the absence of share-based compensation expense related to several prior grants of stock awards, which had high fair values, and became fully amortized during the fourth quarter of fiscal 2016.

 

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Engineering and product development expenses. The $0.4 million increase in engineering and product development costs was comprised of a $0.3 million increase in employee related costs and a $0.1 million increase in consulting expenses related to outside development services. The increase in employee related costs was mainly driven by the receipt of a payroll tax refund during the three months ended December 31, 2015, which resulted in lower payroll taxes for the first quarter of fiscal 2016 when compared to the first quarter of fiscal 2017.

 

General and administrative expenses. Costs remained relatively flat compared to the same quarter last fiscal year.

 

Other income (expense)

 

    Three Months Ended              
    December 31,           Percentage  
    2016     2015     Increase     Change  
Other income   $ 15     $ 3     $ 12       400 %
Foreign currency transaction loss   $ (77 )   $ (27 )   $ (50 )     185 %

 

 

Other income (expense). There was a minimal amount of other income for the three months ended December 31, 2016 and 2015.

 

Foreign currency transactions loss. The foreign currency losses for the three months ended December 31, 2016 and 2015 were attributable to fluctuations of the British pound sterling and other foreign currencies in which we transact business relative to the U.S. Dollar.

 

Provision (benefit) for income taxes

 

    Three Months Ended              
    December 31,           Percentage  
    2016     2015     Increase     Change  
Income tax (expense) benefit   $ (2 )   $ 101     $ (103 )     102 %

 

During the three months ended December 31, 2016, the Company recorded a tax expense of $2,000, related to estimated state taxes. During the three months ended December 31, 2015, the Company recorded a tax benefit of $0.1 million, primarily related to the change in the deferred tax asset in Sweden as a result of generating losses, estimated state taxes, and accrued interest on uncertain tax positions.

 

OFF BALANCE SHEET ARRANGEMENTS, CONTRACTUAL OBLIGATIONS AND CONTINGENT LIABILITIES AND COMMITMENTS  

 

We lease various facilities and equipment in the U.S. and overseas under non-cancelable operating leases which expire at various dates through 2022. The lease agreements generally provide for the payment of minimum annual rentals and pro-rata share of taxes and maintenance expenses. Rental expense for all operating leases was $0.3 million and $0.2 million for the three months ended December 31, 2016 and 2015, respectively. At December 31, 2016 and September 30, 2016, deferred rent of $0.3 million and $0.4 million, respectively, is included under the caption “ Other long-term assets ” in our consolidated balance sheets . Certain of our facility leases include options to renew.

 

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As of December 31, 2016, our contractual obligations include minimum rental commitments under non-cancelable operating leases and other long-term liabilities related to uncertain tax positions as follows (in thousands): 

 

          Less than                 More than  
Contractual Obligations:   Total     1 Year     1 – 2 Years     3 – 5 Years     5 Years  
Operating lease obligations   $ 3,865     $ 637     $ 1,344     $ 1,151     $ 733  
Other long-term liabilities   $ 497     $ -     $ -     $ -     $ 497  

 

Royalty expense included in cost of software licenses was $0.2 million and $0.1 million for the three months ended December 31, 2016 and 2015, respectively.

 

Our software products are sold under warranty against certain defects in material and workmanship for a period of 30 to 90 days from the date of purchase. If necessary, we would provide for the estimated cost of warranties based on specific warranty claims and claim history. However, we have never incurred significant expense under our product or service warranties. As a result, we believe our exposure related to these warranty agreements is minimal. Accordingly, we have no liabilities recorded for warranty claims as of December 31, 2016 and September 30, 2016.

 

We enter into indemnification agreements in the ordinary course of business. Pursuant to these agreements, we generally agree to indemnify, hold harmless, and reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally our customers, in connection with any patent, copyright or other intellectual property infringement claim by any third party with respect to our products. The term of these indemnification agreements is generally perpetual. The maximum potential amount of future payments we could be required to make under these indemnification agreements is unlimited. We have never incurred costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, we believe our exposure related to these agreements is minimal. Accordingly, we have no liabilities recorded for these potential obligations as of December 31, 2016 and September 30, 2016.

 

Certain of our agreements also provide for the performance of services at customer sites. These agreements may contain indemnification clauses, whereby we will indemnify the customer from any and all damages, losses, judgments, costs and expenses for acts of our employees or subcontractors resulting in bodily injury or property damage. The maximum potential amount of future payments we could be required to make under these indemnification agreements is unlimited; however, we have general and umbrella insurance policies that would enable us to recover a portion of any amounts paid. We have never incurred costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, we believe our exposure related to these agreements is minimal. Accordingly, we have no liabilities recorded for these potential obligations as of December 31, 2016 and September 30, 2016.

 

As permitted under Delaware law, we have agreements with our directors whereby we will indemnify them for certain events or occurrences while the director is, or was, serving at our request in such capacity. The term of the director indemnification period is for the later of ten years after the date that the director ceases to serve in such capacity or the final termination of proceedings against the director as outlined in the indemnification agreement. The maximum potential amount of future payments we could be required to make under these indemnification agreements is unlimited; however, our director and officer insurance policy would enable us to recover a portion of any future amounts paid. As a result of our insurance policy coverage, we believe our exposure related to these indemnification agreements is minimal. Accordingly, we have no liabilities recorded for these potential obligations as of December 31, 2016 and September 30, 2016. 

 

LIQUIDITY AND CAPITAL RESOURCES

 

We believe that our current cash balances will be sufficient to meet our cash needs for working capital and anticipated capital expenditures for at least the next twelve months. At December 31, 2016, we had $26.3 million of cash and cash equivalents as compared $28.0 million as of September 30, 2016, a decrease of $1.7 million. $1.4 million of cash and cash equivalents at December 31, 2016 was located in foreign banks.

 

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At December 31, 2016, we had working capital of $22.2 million as compared to $23.5 million as of September 30, 2016. We do not anticipate additional cash requirements to fund growth or the acquisition of additional complementary technology or businesses. However, if in the future, such expenditures are anticipated or required, we may seek additional financing by issuing equity or obtaining credit facilities to fund such requirements. There can be no assurance that we will be able to issue additional equity or obtain a new or expanded credit facility at attractive prices or rates, or at all. 

 

We had a net loss of $2.2 million for the three months ended December 31, 2016 as compared to net loss of $4.0 million for the three months ended December 31, 2015. During the three months ended December 31, 2016 and 2015, $1.6 million and $1.8 million of cash was used in our operations, respectively. During the three months ended December 31, 2016, the main use of cash in operations was net loss adjusted for depreciation and amortization, share-based compensation expense, as well as the increases in accounts receivable and prepaid and other expenses and the decreases in accounts payable, accrued expenses and other liabilities, offset by the increase in deferred revenue. During the three months ended December 31, 2015, the main use of cash in operations was net loss adjusted for depreciation and amortization, share-based compensation expense, as well as the decrease in accounts receivable offset by the decreases in accounts payable, accrued expenses and other liabilities.

 

Net cash used in investing activities of $0.1 million and $0.4 million for the three months ended December 31, 2016 and 2015, respectively, was related to the purchase of property and equipment. 

  

There was no cash provided by financing activities for the three months ended December 31, 2016. Net cash provided by financing activities of $0.1 million for the three months ended December 31, 2015 was related to the proceeds from the issuance of common stock upon the exercise of outstanding stock option awards.

 

We believe that our current operations have not been materially impacted by the effects of inflation.

 

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  

 

Derivative Financial Instruments, Other Financial Instruments, and Derivative Commodity Instruments 

 

At December 31, 2016, we did not participate in or hold any derivative financial instruments or commodity instruments. We hold no investment securities that possess significant market risk. 

 

Primary Market Risk Exposures 

 

Our primary market risk exposure is foreign currency exchange rate risk. International revenues and expenses are generally transacted by our foreign subsidiaries and are denominated in local currency. 16% and 14% of our revenues for the three months ended December 31, 2016 and 2015, respectively, were from our foreign subsidiaries. In addition, 21% and 19% of our operating expenses for the three months ended December 31, 2016 and 2015, respectively, were from our foreign subsidiaries. 

 

We are exposed to foreign currency exchange rate risk inherent in conducting business globally in several currencies, of which the most significant to our operations has historically been the British Pound. Our exposure to currency exchange rate fluctuations has been and is expected to continue to be modest due to the fact that the operations of our international subsidiaries are almost exclusively conducted in their respective local currencies, and dollar advances to our international subsidiaries, if any, are usually considered to be of a long-term investment nature. Accordingly, the majority of currency movements are reflected in our other comprehensive (loss) income. Foreign currency translation gains arising during the three months ended December 31, 2016 were $41,000. Foreign currency translation losses arising during the three months ended December 31, 2015 were $8,000. There are, however, certain situations where we will invoice customers in currencies other than our own. Such gains or losses from operating activity, whether realized or unrealized, are reflected in “Foreign currency transaction gain (loss)” section of the accompanying consolidated statements of operations and were losses from foreign currency transactions of $0.1 million and $27,000 for the three months ended December 31, 2016 and 2015, respectively.

 

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Item 4. CONTROLS AND PROCEDURES  

 

Our management, including the principal executive officer and principal financial officer, have evaluated our disclosure controls and procedures as of the end of the period covered by this report and have concluded that our disclosure controls and procedures are effective. They also concluded that there were no changes in our internal control over financial reporting, which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting as of the end of the period covered by this report.

 

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PART II. OTHER INFORMATION

 

  Item 1. LEGAL PROCEEDINGS  

 

We are occasionally involved in legal proceedings and other claims arising out of our operations in the normal course of business. We are not party to any litigation that we believe will have a material adverse effect on our consolidated financial condition, results of operations or cash flows.

 

Item 1A. RISK FACTORS  

 

In addition to the other information set forth in this report, the reader should carefully consider the factors discussed in Part I, Item 1A under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended September 30, 2016, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known or that it currently deems to be immaterial also may materially adversely affect our business, financial condition and/or operating results. 

 

Item 4. MINE SAFETY DISCLOSURES  

 

Not applicable.

 

Item 6. Exhibits

 

  31.1   Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
       
  31.2   Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
       
  32.1   Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
       
  32.2   Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
       
  101   The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2016 formatted in Extensible Business Reporting Language (XBRL).

 

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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 on January 27, 2017.

 

  DATAWATCH CORPORATION
   
  /s/ Michael A. Morrison
  Michael A. Morrison
  President, Chief Executive Officer, and
  Director (Principal Executive Officer)
   
  /s/ James L. Eliason
  James L. Eliason
  Chief Financial Officer
  (Principal Financial Officer)

 

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EXHIBIT 31.1

 

CERTIFICATIONS

 

I, Michael A. Morrison, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Datawatch Corporation;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: January 27, 2017

 

/s/ Michael A. Morrison
 
Michael A. Morrison
 
President, Chief Executive Officer and Director

 

 

 

EXHIBIT 31.2

 

CERTIFICATIONS

 

I, James L. Eliason, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Datawatch Corporation;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: January 27, 2017

 

/s/ James L. Eliason

 

James L. Eliason

 

Treasurer, Chief Financial Officer, Secretary and Vice President of Finance

 

 

 

EXHIBIT 32.1

 

CERTIFICATION PURSUANT TO

 

18 U.S.C. SECTION 1350,

 

AS ADOPTED PURSUANT TO

 

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Datawatch Corporation (the “Company”) on Form 10-Q for the period ending December 31, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael A. Morrison, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: January 27, 2017

 

/s/ Michael A. Morrison  
   
Michael A. Morrison  
   
Chief Executive Officer  

 

 

 

EXHIBIT 32.2

 

CERTIFICATION PURSUANT TO

 

18 U.S.C. SECTION 1350,

 

AS ADOPTED PURSUANT TO

 

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Datawatch Corporation (the “Company”) on Form 10-Q for the period ended December 31, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James L. Eliason, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: January 27, 2017

 

/s/ James L. Eliason

 

James L. Eliason

 

Treasurer, Chief Financial Officer, Secretary and Vice President of Finance