Kenneth Tarpey
Analyst · Deutsche Bank
Thank you, Magid. Revenue in the third quarter was $64.3 million, up 9% year-over-year. Excluding our copy testing business, revenue grew 13% on a non-GAAP pro forma basis. Assuming a constant currency, our revenue growth would have been 15% on a pro forma constant currency basis from a year ago.
Subscription revenue in the third quarter was $53.5 million, up 6% year-over-year and represents 83% of total revenue, in line with recent trends. Subscription revenue was also impacted by currency changes and decreasing minimum annual copy-testing commitments. Excluding copy-testing impact, a nonstrategic business we are evaluating for divestiture, subscription revenue grew 9% from the prior year and would have grown 11% on a constant currency basis.
Project revenue reached a record $10.8 million, an increase of 27% from the third quarter of 2011 with vCE significantly contributing to its growth. vCE revenue is reflected in subscription revenue and project revenue, as some customers are doing initial campaigns on a project basis with a goal to eventual long-term subscriptions.
Revenue from existing customers of $57.7 million was up 10% year-over-year in the third quarter and represented 90% of total revenues, while revenue from new customers was $6.6 million and an increase from $6.2 million a year ago.
We added 45 net new customers for total customer count of 2,114 at the end of the third quarter.
International revenue at the end of the third quarter was 17.3%, up almost 10% from a year ago despite a continued weak macroeconomic environment in Europe and exchange rate impacts.
Our top 10 customers represented 21% of revenue in the third quarter compared to 24% a year ago, reflecting the increased diversification of our overall customer base.
Now let me turn to expenses. Our gross margins were 66%, a decrease from 67% in the third quarter of 2011 due to additional costs to support our increasing data collection for our vCE products. Gross margin was consistent with the second quarter 2012 level.
Total GAAP operating expenses increased 2% year-over-year to $56.6 million -- excuse me, to $65.6 million but decreased as a percentage of revenue, with a decrease in litigation expenses, offset by planned investments in sales and marketing to expand our presence worldwide.
GAAP pretax net loss was a loss of $1.7 million in the third quarter, improvement from the GAAP pretax net loss of $5.7 million in the third quarter of 2011.
Our year-to-date effective GAAP income tax rate through the third quarter was 35%. We recorded a year-to-date income tax expense instead of recording an income tax benefit for the year-to-date losses for several reasons. We have several loss-generating entities in foreign jurisdictions. We are unable to recognize a current income tax benefit. Additionally, we rolled off deferred tax asset of $2.5 million in the second quarter related to $7.4 million of stock-based compensation for certain market-based stock awards that will not be issued since the performance criteria were not met.
The tax expense recorded in the third quarter represents the additional tax charge on the income generated by taxable entities during the quarter.
GAAP net loss in the third quarter was $3.1 million, an improvement of approximately $800,000 from a year ago, and represents a GAAP net loss of $0.09 per basic and diluted share based on a basic and diluted share count of 33.5 million shares.
At this point, overall, from a tax standpoint, we project an annual GAAP tax rate of approximately 22% for the full year of 2012. Also for 2012, we anticipate an annual cash tax rate of 13%, lower than our previous projections of 19%. We again continue to hold significant net operating loss carryforwards in the United States, certain states within United States and certain foreign jurisdictions, predominantly the Netherlands and U.K.
Non-GAAP net income for the third quarter of 2012 was a loss of $700,000 or a loss of $0.02 per diluted share, excluding stock-based compensation, amortization of intangibles, impairment of intangible assets, acquisition and restructuring costs and deferred tax expense. This compares to the non-GAAP net income of $6.9 million or $0.21 per diluted share in the third quarter of 2011, with a decrease primarily the result of the reversal of tax benefits recorded earlier in the year.
Non-GAAP net income in the third quarter was adversely affected by this tax provision adjustment. Using our annual cash tax rate, non-GAAP net income on a pro forma basis would have been $4.3 million.
With our varying cash tax rates and noncash expenses, we believe that adjusted EBITDA is a useful measure for investors to use to evaluate our operating performance.
Adjusted EBITDA takes non-GAAP net income and adjusted to exclude the cash tax provision, depreciation, intangible amortization costs, stock-based compensation expense, acquisition-related expenses, net interest income and the impairment of intangible assets.
On this basis, adjusted EBITDA was $11 million in the third quarter, above the high end of our guidance range compared to $10.7 million in the third quarter of 2011. Adjusted EBITDA margin was 17% compared to 18% a year ago. Adjusting for the impact of our copy testing business, pro forma adjusted EBITDA would have been $10.5 million and was up $700,000 from $9.8 million a year ago.
Turning to the balance sheet. As of September 30, 2012, cash and cash equivalents totaled $59.1 million, an increase of $8.8 million since June 30 and an increase of $21 million since December 31, 2011. Our receivables of $52.1 million increased from $50.4 million a year ago due to the growth of our business.
Total deferred revenue was $70.6 million, with current deferred revenue of $69.8 million and long-term deferred revenue of $700,000. It's important to note that with some customers moving from annual billing to multiple billing cycles per year, current deferred revenue does not fully represent the fully anticipated billing value of current customers over the next 12 months.
Cash flow from operations for the third quarter of 2012 was $8.9 million. Our capital expenditures were $1.9 million, resulting in a free cash flow of $6.9 million in the third quarter.
Capital expenditures in the third quarter were used to support our expanding infrastructure and planned leasehold improvements in our New York and Western Virginia facilities.
Now I direct you to Slide 12 in our pack, entitled Guidance. I will now outline our guidance for the fourth quarter of 2012 and the full year of 2012. Reflected in our expectations for the fourth quarter are revenue declines from our copy testing business and continued caution due to the fragile nature of the economy, particularly Europe.
With this backdrop, we anticipate revenues for the fourth quarter of 2012 in the range of $64 million to $69 million, which represents an increase of 2% to 10% over the fourth quarter of 2011. We anticipate fourth quarter GAAP loss before income taxes of between $3.8 million to $300,000 loss. We expect adjusted EBITDA for the fourth quarter of 2012 to be in the range of $9 million to $12.5 million. This represents an adjusted EBITDA margin of 16%, at the midpoints of our revenue and adjusted EBITDA guidance. Our estimated fully diluted share count for the fourth quarter is 35.8 million shares.
As in the third quarter, fourth quarter GAAP income before taxes will be impacted by a number of noncash items. We currently expect approximately $2.3 million in amortization of intangibles and patents, as well as $6.2 million in stock-based compensation.
Looking at the full year, we expect revenue growth of 8% to 10%, with revenue expected to be in the range of $250.9 million to $255.9 million in 2012. Due to the uncertainty on the impact and timing of the planned copy testing divestiture, we believe it is useful to provide pro forma guidance excluding our copy testing business in current and year ago periods. As such, we expect Q4 pro forma revenue growth to be 10%, at the midpoint of our guidance. For the full year, we anticipate pro forma revenue growth of 11% to 13% on this same basis.
For 2012, we currently expect approximately $9.3 million of amortization of intangibles and patents and $23.8 million in stock-based compensation. We anticipate GAAP loss before income taxes for the year to be in the range of $11.1 million to $7.6 million. We expect adjusted EBITDA to be in the range of $41.2 million to $44.7 million.
For the full year 2012, we anticipate a fully diluted share count of 35.4 million shares. A reconciliation of GAAP net income before income taxes to adjusted EBITDA guidance for the fourth quarter and the full year is included in the tables to our earnings press release, as well as in the slides that were provided for this call.
In summary, we're pleased to have exceeded expectations for the third quarter. We believe our bookings and market momentum reflect the health of our business fundamentals, which are not fully reflected on our reported results. We continue to be enthusiastic about our long-term market position and prospects for continued future growth.
With that, operator, we can now open the lines to take questions.