UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): FEBRUARY 9, 2015
Jive Software, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35367 | 42-1515522 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
325 Lytton Avenue, Suite 200
Palo Alto, California 94301
(Address of principal executive offices) (Zip code)
(650) 319-1920
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 2.02. | Results of Operations and Financial Condition. |
On February 10, 2015, Jive Software, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and fiscal year ended December 31, 2014. In the press release, the Company also announced that it would be holding a conference call on February 10, 2015 to discuss its financial results for the quarter and fiscal year ended December 31, 2014. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.
Pursuant to General Instruction B.2. to Form 8-K, the information set forth in this Item 2.02 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
The Company is making reference to non-GAAP financial information in both the press release and the conference call. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the furnished press release.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 10, 2015, the Company announced that its Board of Directors (the “Board”) had appointed Elisa Steele as the Company’s Chief Executive Officer on February 9, 2015, effective immediately. The Board also appointed Ms. Steele to serve as a director of the Company, effective immediately. In addition, to her appointment as Chief Executive Officer, Ms. Steele will continue to serve as President of the Company.
In connection with her appointment to the role of Chief Executive Officer, Ms. Steele and the Company entered into an Amended and Restated Offer Letter under which Ms. Steele will continue her employment on an at-will basis and will continue to be paid an annual base salary of $500,000 and be eligible to receive an annual target bonus of $375,000. Additionally, Ms. Steele also will receive a stock option to purchase 500,000 shares of the Company’s common stock at an exercise price equal to the fair market value of a share of the Company’s common stock on the grant date and 500,000 restricted stock units (“RSUs”). The stock options will vest as to 1/48th of the shares on each monthly anniversary following February 9, 2015, subject to Ms. Steele’s continued service to the Company. The RSUs will vest quarterly over a four-year period beginning on or about May 16, 2015, subject to Ms. Steele’s continued service to the Company. The grant of stock options and RSUs will become effective on February 13, 2015. Ms. Steele will continue to participate in the Company’s benefit plans in accordance with their terms.
In addition, Ms. Steele and the Company entered into an Amended and Restated Change of Control Retention Agreement to provide certain benefits upon an involuntary termination other than for cause, or resignation for good reason during a change of control period or in connection with a change in control such that Ms. Steele will receive (subject to Ms. Steele signing and not revoking a release of claims with the Company): (1) a severance payment equal to eighteen months of her base salary, (2) a lump sum payment equal to eighteen multiplied by the cost of a single month of COBRA coverage (if Ms. Steele is covered by the Company’s health care plan), (3) a bonus severance payment equal to 150% of the greater of (i) the annual target bonus for the year in which Ms. Steele’s employment is terminated, and (ii) the actual bonus Ms. Steele would earn under the Company’s executive bonus plan in effect in the fiscal year in which the date of her termination occurs based on the Company’s achievement against the metrics established under the plan and assuming that any individual goals for Ms. Steele are achieved at target levels, and (4) accelerated vesting as to 100% of the then-unvested shares subject to each of Ms. Steele’s then-outstanding equity awards.
Upon an involuntary termination other than for cause, or resignation for good reason other than during a change in control period or in connection with a potential change in control, Ms. Steele will receive the same severance benefits to which she was entitled pursuant to the Amended and Restated Offer Letter she entered into with Company on November 3, 2014, and as described in the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 4, 2014. The definitions of cause and good reason continue to have the meanings specified under Ms. Steele’s previous Change of Control Retention Agreement.
There are no family relationships between Ms. Steele and any director or executive officer of the Company. There are no transactions involving Ms. Steele requiring disclosure under Item 404(a) of Regulation S-K of the Exchange Act.
In connection with Ms. Steele’s appointment as the Company’s Chief Executive Officer, effective as of such appointment, the Board disbanded the Office of the Chief Executive Officer. William A. Lanfri will remain a member of the Board and, in connection with the dissolution of the Office of the CEO, was reappointed to serve on the Audit Committee of the Board with Theodore Schlein resigning from such committee.
In recognition of his service to the Company as a member of the Office of Chief Executive Officer, Mr. Lanfri will receive 100,000 RSUs, which will vest 50% on the grant date and the remaining RSUs will vest in four equal monthly installments beginning on March 1, 2015, subject to Mr. Lanfri’s continued service to the Company as a member of the Board. The RSU grant will become effective on February 13, 2015.
Additionally, on February 9, 2015, the Board increased the cash compensation opportunities for Bryan LeBlanc, the Company’s EVP & Chief Financial Officer, as follows: (1) his annual base salary will be $400,000 and (2) his annual target bonus opportunity will remain at 50% of his annual base salary. Mr. LeBlanc also will receive a stock option to purchase 138,500 shares of the Company’s common stock at an exercise price equal to the fair market value of a share of the Company’s common stock on the grant date and 138,500 RSUs. The stock options will vest as to 1/48th of the shares on each monthly anniversary following February 9, 2015, subject to Mr. LeBlanc’s continued service to the Company. The RSUs will vest quarterly over a four-year period beginning on or about May 16, 2015, subject to Mr. LeBlanc’s continued service to the Company. The grant of stock options and RSUs will become effective on February 13, 2015.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
The following exhibit is attached hereto and this list is intended to constitute the exhibit index:
| 99.1 | Press release dated February 10, 2015 regarding the fourth quarter and annual 2014 financial results. | |
SIGNATURE
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 hereunto duly authorized.
| JIVE SOFTWARE, INC. | ||
| By: | /s/ Bryan J. LeBlanc | |
| Bryan J. LeBlanc | ||
| EVP & Chief Financial Officer | ||
Dated: February 10, 2015
Exhibit 99.1
Jive Software Announces Fourth Quarter and Full Year 2014 Financial Results
Q4 revenue of $47.7 million, up 21% year-over-year
FY14 revenue of $178.7 million, up 23% year-over-year
Palo Alto, Calif. – February 10, 2015 — Jive Software, Inc. (NASDAQ: JIVE), the world’s leading provider of modern communication and collaboration solutions for business, today announced financial results for its fourth quarter and fiscal year ended December 31, 2014.
“Jive reported fourth quarter and full year 2014 financial results that exceeded our expectations for both revenue and profitability,” said Elisa Steele, CEO & President of Jive. “During the quarter we won several exciting internal community customers in highly competitive situations, and also experienced strong market momentum with key JiveX wins. However, our short-term billings growth of 16% for the quarter was below our expectations.”
Steele added, “In 2015 we are aligning the entire organization to better capitalize on our market opportunity and grow faster over time. Specifically, we are simplifying our products and sales efforts around targeted use-case solutions that address discrete business problems for a broader array of customers. We believe this approach will enable customers to more quickly realize the improvement Jive’s industry-leading solutions can have on the ability of their employees, customers and partners to connect, communicate and collaborate. We believe this strategy can deliver improved operational and financial performance over time.”
Fourth Quarter 2014 Financial Highlights
| • | Revenue: Total revenue for the fourth quarter was $47.7 million, an increase of 21% on a year-over-year basis. Within total revenue, product revenue was $43.6 million for the fourth quarter, an increase of 22% on a year-over-year basis. Professional services revenue for the fourth quarter was $4.1 million, an increase of 17% on a year-over-year basis. |
| • | Non-GAAP Billings: Short-term billings, which Jive defines as revenue plus the change in short-term deferred revenue, were $61.5 million for the fourth quarter, an increase of 16% year-over-year. Total billings, which Jive defines as revenue plus the change in short and long-term deferred revenue, was $61.1 million, an increase of 4% on a year-over-year basis. |
| • | Gross Profit: GAAP gross profit for the fourth quarter was $30.3 million, compared to $24.7 million for the fourth quarter of 2013. Non-GAAP gross profit was $32.5 million for the fourth quarter, an increase of 21% year-over-year, and non-GAAP gross margin was 68%. |
| • | Loss from Operations: GAAP loss from operations for the fourth quarter was $11.4 million, compared to a loss of $22.0 million for the fourth quarter of 2013. Non-GAAP loss from operations was $4.1 million, compared to non-GAAP loss from operations of $10.5 million for the fourth quarter of 2013. |
| • | Net Loss: GAAP net loss for the fourth quarter was $12.1 million, compared to a net loss of $22.3 million for the same period last year. GAAP net loss per share for the fourth quarter was $0.17, based on 72.4 million weighted-average shares outstanding, compared to a net loss per share of $0.32, based on 68.8 million weighted-average shares outstanding for the same period last year. |
Non-GAAP net loss for the fourth quarter was $4.8 million, compared to a net loss of $10.7 million for the same period last year. Non-GAAP net loss per share for the fourth quarter was $0.07, based on 72.4 million weighted-average shares outstanding, compared to a net loss per share of $0.16, based on 68.8 million weighted-average shares outstanding for the same period last year.
| • | Balance Sheet and Cash Flow: As of December 31, 2014, Jive had cash and cash equivalents and marketable securities of $121.1 million, compared to $129.1 million as of September 30, 2014. Cash used from operations was ($8.1) million and the company invested $1.4 million in capital expenditures, leading to free cash flow of ($9.5) million for the fourth quarter of 2014. Free cash flow was ($9.4) million for the fourth quarter of 2013. Free cash flow is defined as cash flows provided by operating activities minus cash flows used to purchase capital expenditures. |
Full Year 2014 Financial Highlights
| • | Revenue: Total revenue was $178.7 million for fiscal 2014, an increase of 23% on a year-over-year basis. Within total revenue, product revenue was $162.2 million for fiscal 2014, an increase of 23% on a year-over-year basis. Services revenue for fiscal 2014 was $16.5 million, an increase of 16% on a year-over-year basis. |
| • | Non-GAAP Billings: Short-term billings, which Jive defines as revenue plus the change in short-term deferred revenue, were $194.9 million for fiscal 2014, an increase of 14% on a year-over-year basis. Total billings, which Jive defines as revenue plus the change in short and long-term deferred revenue, were $191.9 million, an increase of 9% on a year-over-year basis. |
| • | Gross Profit: GAAP gross profit was $112.0 million fiscal 2014, compared to $90.5 million for fiscal 2013. Non-GAAP gross profit was $120.1 million for fiscal 2014, representing a year-over-year increase of 23% and a non-GAAP gross margin of 67%. |
| • | Loss from Operations: GAAP loss from operations was $55.0 million for fiscal 2014, compared to a loss of $76.0 million for fiscal 2013. Non-GAAP loss from operations was $17.3 million for fiscal 2014, compared to a loss of $36.3 million for fiscal 2013. |
| • | Net Loss: GAAP net loss for fiscal 2014 was $56.2 million, compared to a $75.4 million net loss for fiscal 2013. GAAP net loss per share for fiscal 2014 was $0.79 based on 70.8 million weighted-average shares outstanding, compared to a loss per share of $1.12 based on 67.4 million weighted-average shares outstanding for fiscal 2013. |
Non-GAAP net loss for fiscal 2014 was $18.4 million, compared to a $37.1 million net loss for fiscal 2013. Non-GAAP net loss per share for fiscal 2014 was $0.26, based on 70.8 million weighted-average shares outstanding, compared to a non-GAAP net loss per share of $0.55 based on 67.4 million weighted-average shares outstanding for fiscal 2013.
| • | Cash Flow: The Company used $9.7 million in cash from operations and invested $9.3 million in capital expenditures, leading to free cash flow of ($19.0) million for fiscal 2014. Free cash flow was ($16.9) million for fiscal 2013. |
A reconciliation of GAAP to non-GAAP financial measures has been provided in the financial statement tables included in this press release. An explanation of these measures is also included below under the heading “Non-GAAP Financial Measures.”
Fourth Quarter and Recent Business Highlights
| • | Signed new and expanded customer relationships with Akamai, Anglo American, Athena Health, BCI, Cox Communications, Infusionsoft, Keysight Technologies, Logicalis, Michelin North America, Nokia Solutions and Networks, Orange, Philadelphia Insurance, Singapore Telecommunications, ServiceNow, Societe Generale, SunEdison, Telefonica Germany, Trimble Navigation, Virgin Media, among others. |
| • | Introduced three new mobile workstyle product experiences – Jive Daily, Jive Chime and Jive People – that ensure employees stay informed, connect in real-time across devices, and quickly find experts within a company. The new apps, which are purpose-built for employees’ specific communications and collaboration needs, can be used independently or leveraged collectively through simple interoperability to drive even greater knowledge and value for employees. The first product from the portfolio, Jive Daily, will be available February 18th, with Jive Chime and Jive People to follow in subsequent quarters. |
| • | Recognized as a Leader in the worldwide and European enterprise social networks market by IDC. Jive was also recognized as a Leader in social enterprise networking suites by Experton. These mark the seventh major independent research firm to name Jive as a leader in the enterprise communication and collaboration market and the eighth analyst report to name Jive a Leader in 2014. |
| • | Named Ofer Ben-David as Jive’s executive vice president of engineering. Mr. Ben-David brings nearly twenty years of product development, engineering and operations experience to Jive, most recently having served as the vice president of engineering at VMware, where he led the global central engineering organization. |
Financial Outlook: As of February 10, 2015, Jive’s guidance for its first quarter and full year 2015 is as follows:
| • | First Quarter 2015 Guidance: |
| • | Total revenue is expected to be in the range of $46.0 million to $47.0 million. |
| • | Non-GAAP loss from operations is expected to be in the range of $4.4 million to $5.4 million. |
| • | Non-GAAP loss per share is expected to be in the range of $0.05 to $0.07 based on approximately 73.9 million weighted-average diluted shares outstanding. |
| • | Full Year 2015 Guidance: |
| • | Total revenue is expected to be in the range of $195.0 million to $200.0 million. |
| • | Short-term billings is expected to grow in the range of 5% to 10%. |
| • | Non-GAAP loss from operations is expected to be in the range of $14.0 million to $18.0 million. |
| • | Non-GAAP loss per share is expected to be in the range of $0.22 to $0.29 based on approximately 75.0 million weighted-average diluted shares outstanding. |
| • | Free cash flow is expected to be in the range of negative $2.0 million to negative $7.0 million. |
With respect to the Company’s expectations under “Financial Outlook” above, the Company has not reconciled non-GAAP loss from operations or non-GAAP loss per share to GAAP loss from operations and GAAP loss per share because the Company does not provide guidance for stock-based compensation, income taxes or amortization of intangible assets, which are reconciling items between those Non-GAAP and GAAP measures. As certain items that impact GAAP loss from operations and GAAP loss per share are out of the Company’s control and/or cannot be reasonably predicted, the Company is unable to provide such guidance. Accordingly, a reconciliation to GAAP loss from operations and GAAP loss per share is not available without unreasonable effort.
Quarterly Conference Call
Jive will host a conference call today at 2:00 p.m. PT (5:00 p.m. ET) to review the Company’s financial results for the fourth quarter and full year 2014, in addition to discussing the Company’s outlook for the first quarter and full year 2015. To access this call, dial 888-806-6224 (domestic) or 913-312-9335 (international) with conference ID 5500263. A live webcast of the conference call will be accessible from the Investor Relations section of Jive’s website at http://investors.jivesoftware.com/ and a replay will be archived and accessible at: http://investors.jivesoftware.com/events.cfm. A replay of this conference call can also be accessed through February 24, 2015, by dialing 877-870-5176 (domestic) or 858-384-5517 (international). The replay passcode is 5500263.
About Jive Software
Jive (NASDAQ: JIVE) is the leading provider of modern communication and collaboration solutions for business. Recognized as a leader by the industry’s top analyst firms in multiple categories, Jive enables employees, partners and customers to work better together. More information can be found at www.jivesoftware.com or the Jive News Blog.
Non-GAAP Financial Measures
The Company uses certain non-GAAP financial measures in this release. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles.
Non-GAAP gross profit, loss from operations, net loss and net loss per share exclude stock-based compensation expenses and amortization of acquisition related intangible assets. Total billings is defined by the Company as
revenue plus the change in total deferred revenue. Short-term billings is defined as revenue plus the change in short-term deferred revenue. Management presents these non-GAAP financial measures because it considers them to be important supplemental measures of performance. Management uses the non-GAAP financial measures for planning purposes, including analysis of the Company’s performance against prior periods, the preparation of operating budgets and to determine appropriate levels of operating and capital investments. Management also believes that the non-GAAP financial measures provide additional insight for analysts and investors in evaluating the Company’s financial and operational performance. However, these non-GAAP financial measures have limitations as an analytical tool and are not intended to be an alternative to financial measures prepared in accordance with GAAP. We intend to provide these non-GAAP financial measures as part of our future earnings discussions and, therefore, the inclusion of these non-GAAP financial measures will provide consistency in our financial reporting. A reconciliation of these non-GAAP measures to GAAP is provided in the accompanying tables.
Safe Harbor Statement
“Safe Harbor” statement under Private Securities Litigation Reform Act of 1995: This press release contains forward-looking statements, including statements concerning our financial guidance for the first fiscal quarter of 2015 and the full year of 2015, expectations regarding our strategy of driving improved financial and operational performance, the future growth of the social business market, and our belief that we are well positioned to build upon our momentum over time. The achievement of success in the matters covered by such forward-looking statements involves substantial risks, uncertainties and assumptions. If any such risks or uncertainties materialize or if any of the assumptions prove incorrect, our results or events could differ materially from the results expressed or implied by the forward-looking statements we make.
The risk and uncertainties referred to above include, but are not limited to, risks associated with our limited operating history; expectations regarding the widespread adoption of social business platforms by enterprises; uncertainty regarding the market for social business platforms; changes in the competitive dynamics of our market; our ability to increase and predict new subscription; subscription renewal or upsell rates and the impact these rates may have on our future revenues; our ability to increase the pace at which we are able to add new customers, our reliance on our own controls and third-party service providers to host some of our products; the risk that our security measures could be breached and unauthorized access to customer data could be obtained; potential third party intellectual property infringement claims; and the price volatility of our common stock.
More information about potential factors that could affect our business and financial results is contained in our prospectus as filed with the Securities and Exchange Commission. Additional information will also be set forth in our quarterly reports on Form 10-Q, annual reports on Form 10-K and other filings that we make with the Securities and Exchange Commission. We do not intend and undertake no duty to release publicly any updates or revisions to any forward-looking statements contained herein.
Investor Contact:
Brian Denyeau
ICR
(646) 277-1251
brian.denyeau@icrinc.com
Media Contact:
Jason Khoury
Jive Software
(650) 847-8308
jason.khoury@jivesoftware.com
JIVE SOFTWARE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
| For the Three Months Ended | For the Twelve Months Ended | |||||||||||||||
| December 31, | December 31, | |||||||||||||||
| 2014 | 2013 | 2014 | 2013 | |||||||||||||
| Revenues: |
||||||||||||||||
| Product |
$ | 43,609 | $ | 35,829 | $ | 162,185 | $ | 131,507 | ||||||||
| Professional services |
4,080 | 3,481 | 16,508 | 14,256 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total revenues |
47,689 | 39,310 | 178,693 | 145,763 | ||||||||||||
| Cost of revenues: |
||||||||||||||||
| Product |
11,563 | 9,633 | 43,494 | 37,419 | ||||||||||||
| Professional services |
5,780 | 4,959 | 23,179 | 17,873 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total cost of revenues |
17,343 | 14,592 | 66,673 | 55,292 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Gross profit |
30,346 | 24,718 | 112,020 | 90,471 | ||||||||||||
| Operating expenses: |
||||||||||||||||
| Research and development |
12,779 | 14,359 | 52,275 | 55,742 | ||||||||||||
| Sales and marketing |
23,286 | 25,935 | 90,141 | 86,083 | ||||||||||||
| General and administrative |
5,639 | 6,464 | 24,633 | 24,613 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total operating expenses |
41,704 | 46,758 | 167,049 | 166,438 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Loss from operations |
(11,358 | ) | (22,040 | ) | (55,029 | ) | (75,967 | ) | ||||||||
| Other income (expense), net: |
||||||||||||||||
| Interest income |
54 | 65 | 205 | 249 | ||||||||||||
| Interest expense |
(67 | ) | (80 | ) | (269 | ) | (314 | ) | ||||||||
| Other, net |
69 | (54 | ) | 78 | (349 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total other income (expense), net |
56 | (69 | ) | 14 | (414 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Loss before provision for (benefit from) income taxes |
(11,302 | ) | (22,109 | ) | (55,015 | ) | (76,381 | ) | ||||||||
| Provision for (benefit from) income taxes |
788 | 176 | 1,138 | (1,010 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net loss |
$ | (12,090 | ) | $ | (22,285 | ) | $ | (56,153 | ) | $ | (75,371 | ) | ||||
|
|
|
|
|
|
|
|
|
|||||||||
| Basic and diluted net loss per share |
$ | (0.17 | ) | $ | (0.32 | ) | $ | (0.79 | ) | $ | (1.12 | ) | ||||
|
|
|
|
|
|
|
|
|
|||||||||
| Shares used in basic and diluted per share calculations |
72,395 | 68,752 | 70,751 | 67,381 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
JIVE SOFTWARE, INC.
Consolidated Balance Sheets
(In thousands)
(Unaudited)
| December 31, | December 31, | |||||||
| 2014 | 2013 | |||||||
| Assets |
||||||||
| Current Assets: |
||||||||
| Cash and cash equivalents |
$ | 20,594 | $ | 38,415 | ||||
| Short-term marketable securities |
93,001 | 69,809 | ||||||
| Accounts receivable, net of allowances |
66,729 | 58,829 | ||||||
| Prepaid expenses and other current assets |
13,490 | 9,425 | ||||||
|
|
|
|
|
|||||
| Total current assets |
193,814 | 176,478 | ||||||
| Marketable securities, noncurrent |
7,542 | 33,443 | ||||||
| Property and equipment, net of accumulated depreciation |
12,986 | 21,379 | ||||||
| Goodwill |
29,753 | 29,753 | ||||||
| Intangible assets, net of accumulated amortization |
9,448 | 14,310 | ||||||
| Other assets |
9,314 | 572 | ||||||
|
|
|
|
|
|||||
| Total assets |
$ | 262,857 | $ | 275,935 | ||||
|
|
|
|
|
|||||
| Liabilities and Stockholders’ Equity |
||||||||
| Current liabilities: |
||||||||
| Accounts payable |
$ | 3,565 | $ | 6,412 | ||||
| Accrued payroll and related liabilities |
6,622 | 7,469 | ||||||
| Other accrued liabilities |
8,246 | 8,478 | ||||||
| Deferred revenue, current |
128,592 | 112,432 | ||||||
| Term debt, current |
2,400 | 2,400 | ||||||
|
|
|
|
|
|||||
| Total current liabilities |
149,425 | 137,191 | ||||||
| Deferred revenue, less current portion |
31,947 | 34,905 | ||||||
| Term debt, less current portion |
3,600 | 6,000 | ||||||
| Other long-term liabilities |
1,288 | 1,605 | ||||||
|
|
|
|
|
|||||
| Total liabilities |
186,260 | 179,701 | ||||||
| Commitments and contingencies |
||||||||
| Stockholders’ Equity: |
||||||||
| Common stock |
7 | 7 | ||||||
| Less treasury stock at cost |
(3,352 | ) | (3,352 | ) | ||||
| Additional paid-in capital |
363,587 | 326,834 | ||||||
| Accumulated deficit |
(283,684 | ) | (227,531 | ) | ||||
| Accumulated other comprehensive income |
39 | 276 | ||||||
|
|
|
|
|
|||||
| Total stockholders’ equity |
76,597 | 96,234 | ||||||
|
|
|
|
|
|||||
| Total liabilities and stockholders’ equity |
$ | 262,857 | $ | 275,935 | ||||
|
|
|
|
|
|||||
JIVE SOFTWARE, INC.
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
| Three Months Ended | Twelve Months Ended | |||||||||||||||
| December 31, | December 31, | |||||||||||||||
| 2014 | 2013 | 2014 | 2013 | |||||||||||||
| Cash flows from operating activities: |
||||||||||||||||
| Net loss |
$ | (12,090 | ) | $ | (22,285 | ) | $ | (56,153 | ) | $ | (75,371 | ) | ||||
| Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||||||||||
| Depreciation and amortization |
3,808 | 3,972 | 15,458 | 15,774 | ||||||||||||
| Stock-based compensation |
6,088 | 10,246 | 32,908 | 34,754 | ||||||||||||
| Change in deferred taxes |
147 | — | 243 | (1,351 | ) | |||||||||||
| Loss on sale of property and equipment |
19 | 10 | 19 | 10 | ||||||||||||
| (Increase) decrease, net of acquisitions, in: |
||||||||||||||||
| Accounts receivable, net |
(16,720 | ) | (18,792 | ) | (7,900 | ) | (4,629 | ) | ||||||||
| Prepaid expenses and other assets |
1,834 | 1,279 | (4,084 | ) | (1,437 | ) | ||||||||||
| Increase (decrease), net of acquisitions, in: |
||||||||||||||||
| Accounts payable |
(3,516 | ) | (2,336 | ) | (2,622 | ) | (2,669 | ) | ||||||||
| Accrued payroll and related liabilities |
18 | 2,080 | (883 | ) | 101 | |||||||||||
| Other accrued liabilities |
(990 | ) | 1,683 | 139 | 1,057 | |||||||||||
| Deferred revenue |
13,372 | 19,593 | 13,202 | 30,290 | ||||||||||||
| Other long-term liabilities |
(21 | ) | 297 | 16 | 493 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net cash used in operating activities |
(8,051 | ) | (4,253 | ) | (9,657 | ) | (2,978 | ) | ||||||||
| Cash flows from investing activities: |
||||||||||||||||
| Payments for purchase of property and equipment |
(1,422 | ) | (5,145 | ) | (9,313 | ) | (13,934 | ) | ||||||||
| Purchases of marketable securities |
(11,951 | ) | (26,015 | ) | (91,987 | ) | (111,700 | ) | ||||||||
| Sales of marketable securities |
1,302 | 11,239 | 36,174 | 40,772 | ||||||||||||
| Maturities of marketable securities |
11,750 | 20,579 | 57,324 | 84,934 | ||||||||||||
| Acquisitions, net of cash acquired |
— | — | — | (11,047 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net cash provided by (used in) investing activities |
(321 | ) | 658 | (7,802 | ) | (10,975 | ) | |||||||||
| Cash flows from financing activities: |
||||||||||||||||
| Proceeds from exercise of stock options |
2,503 | 356 | 4,250 | 6,947 | ||||||||||||
| Taxes paid related to net share settlement of equity awards |
(187 | ) | (320 | ) | (1,758 | ) | (1,074 | ) | ||||||||
| Repayments of term loans |
(600 | ) | (600 | ) | (2,400 | ) | (2,400 | ) | ||||||||
| Earnout payment for prior acquisition |
— | — | (576 | ) | — | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net cash provided by (used in) financing activities |
1,716 | (564 | ) | (484 | ) | 3,473 | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net decrease in cash and cash equivalents |
(6,656 | ) | (4,159 | ) | (17,943 | ) | (10,480 | ) | ||||||||
| Effect of exchange rate changes |
66 | (32 | ) | 122 | (60 | ) | ||||||||||
| Cash and cash equivalents, beginning of period |
27,184 | 42,606 | 38,415 | 48,955 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Cash and cash equivalents, end of period |
$ | 20,594 | $ | 38,415 | $ | 20,594 | $ | 38,415 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
JIVE SOFTWARE, INC.
RECONCILIATION OF NON-GAAP INFORMATION
(In thousands, except per share data)
(Unaudited)
| Three Months Ended December 31, | Twelve Months Ended December 31, | |||||||||||||||
| 2014 | 2013 | 2014 | 2013 | |||||||||||||
| Gross profit, as reported |
$ | 30,346 | $ | 24,718 | $ | 112,020 | $ | 90,471 | ||||||||
| Add back: |
||||||||||||||||
| Stock-based compensation |
1,151 | 1,161 | 4,276 | 3,450 | ||||||||||||
| Amortization related to acquisitions |
955 | 972 | 3,835 | 3,626 | ||||||||||||
| Non-recurring acquisition expense |
— | — | — | 250 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Gross profit, non-GAAP |
$ | 32,452 | $ | 26,851 | $ | 120,131 | $ | 97,797 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Gross margin, non-GAAP |
68 | % | 68 | % | 67 | % | 67 | % | ||||||||
| Three Months Ended December 31, | Twelve Months Ended December 31, | |||||||||||||||
| 2014 | 2013 | 2014 | 2013 | |||||||||||||
| Research and development, as reported |
$ | 12,779 | $ | 14,359 | $ | 52,275 | $ | 55,742 | ||||||||
| less: |
||||||||||||||||
| Stock-based compensation |
1,947 | 4,243 | 10,642 | 14,133 | ||||||||||||
| Amortization related to acquisitions |
127 | 127 | 510 | 430 | ||||||||||||
| Non-recurring acquisition expense |
— | 100 | — | 150 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Research and development, non-GAAP |
$ | 10,705 | $ | 9,889 | $ | 41,123 | $ | 41,029 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| As percentage of total revenues, non-GAAP |
22 | % | 25 | % | 23 | % | 28 | % | ||||||||
| Three Months Ended December 31, | Twelve Months Ended December 31, | |||||||||||||||
| 2014 | 2013 | 2014 | 2013 | |||||||||||||
| Sales and marketing, as reported |
$ | 23,286 | $ | 25,935 | $ | 90,141 | $ | 86,083 | ||||||||
| less: |
||||||||||||||||
| Stock-based compensation |
1,697 | 3,075 | 10,850 | 10,614 | ||||||||||||
| Amortization related to acquisitions |
129 | 129 | 517 | 433 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Sales and marketing, non-GAAP |
$ | 21,460 | $ | 22,731 | $ | 78,774 | $ | 75,036 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| As percentage of total revenues, non-GAAP |
45 | % | 58 | % | 44 | % | 51 | % | ||||||||
| Three Months Ended December 31, | Twelve Months Ended December 31, | |||||||||||||||
| 2014 | 2013 | 2014 | 2013 | |||||||||||||
| General and administrative, as reported |
$ | 5,639 | $ | 6,464 | $ | 24,633 | $ | 24,613 | ||||||||
| less: |
||||||||||||||||
| Stock-based compensation |
1,291 | 1,767 | 7,138 | 6,557 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| General and administrative, non-GAAP |
$ | 4,348 | $ | 4,697 | $ | 17,495 | $ | 18,056 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| As percentage of total revenues, non-GAAP |
9 | % | 12 | % | 10 | % | 12 | % | ||||||||
| Three Months Ended December 31, | Twelve Months Ended December 31, | |||||||||||||||
| 2014 | 2013 | 2014 | 2013 | |||||||||||||
| Loss from operations, as reported |
$ | (11,358 | ) | $ | (22,040 | ) | $ | (55,029 | ) | $ | (75,967 | ) | ||||
| Add back: |
||||||||||||||||
| Stock-based compensation |
6,086 | 10,246 | 32,906 | 34,754 | ||||||||||||
| Amortization related to acquisitions |
1,211 | 1,228 | 4,862 | 4,489 | ||||||||||||
| Non-recurring acquisition expense |
— | 100 | — | 400 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Loss from operations, non-GAAP |
$ | (4,061 | ) | $ | (10,466 | ) | $ | (17,261 | ) | $ | (36,324 | ) | ||||
|
|
|
|
|
|
|
|
|
|||||||||
| Three Months Ended December 31, | Twelve Months Ended December 31, | |||||||||||||||
| 2014 | 2013 | 2014 | 2013 | |||||||||||||
| Loss before provision for (benefit from) income taxes, as reported |
$ | (11,302 | ) | $ | (22,109 | ) | $ | (55,015 | ) | $ | (76,381 | ) | ||||
| Add back: |
||||||||||||||||
| Stock-based compensation |
6,086 | 10,246 | 32,906 | 34,754 | ||||||||||||
| Amortization related to acquisitions |
1,211 | 1,228 | 4,862 | 4,489 | ||||||||||||
| Non-recurring acquisition expense |
— | 100 | — | 400 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Loss before provision for (benefit from) income taxes, non-GAAP |
$ | (4,005 | ) | $ | (10,535 | ) | $ | (17,247 | ) | $ | (36,738 | ) | ||||
|
|
|
|
|
|
|
|
|
|||||||||
| Three Months Ended December 31, | Twelve Months Ended December 31, | |||||||||||||||
| 2014 | 2013 | 2014 | 2013 | |||||||||||||
| Net loss, as reported |
$ | (12,090 | ) | $ | (22,285 | ) | $ | (56,153 | ) | $ | (75,371 | ) | ||||
| Add back: |
||||||||||||||||
| Stock-based compensation |
6,086 | 10,246 | 32,906 | 34,754 | ||||||||||||
| Amortization related to acquisitions |
1,211 | 1,228 | 4,862 | 4,489 | ||||||||||||
| Non-recurring acquisition expense |
— | 100 | — | 400 | ||||||||||||
| Tax benefit related to acquisitions |
— | — | — | (1,351 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net loss, non-GAAP |
$ | (4,793 | ) | $ | (10,711 | ) | $ | (18,385 | ) | $ | (37,079 | ) | ||||
|
|
|
|
|
|
|
|
|
|||||||||
JIVE SOFTWARE, INC.
RECONCILIATION OF NON-GAAP INFORMATION
(In thousands, except per share data)
(Unaudited)
| Three Months Ended December 31, | Twelve Months Ended December 31, | |||||||||||||||
| 2014 | 2013 | 2014 | 2013 | |||||||||||||
| Basic and diluted net loss per share, as reported |
$ | (0.17 | ) | $ | (0.32 | ) | $ | (0.79 | ) | $ | (1.12 | ) | ||||
| Add back: |
||||||||||||||||
| Stock-based compensation |
0.08 | 0.15 | 0.46 | 0.52 | ||||||||||||
| Amortization related to acquisitions |
0.02 | 0.01 | 0.07 | 0.06 | ||||||||||||
| Non-recurring acquisition expense |
— | — | — | 0.01 | ||||||||||||
| Tax benefit related to acquisitions |
— | — | — | (0.02 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Basic and diluted net loss per share, non-GAAP |
$ | (0.07 | ) | $ | (0.16 | ) | $ | (0.26 | ) | $ | (0.55 | ) | ||||
|
|
|
|
|
|
|
|
|
|||||||||
| Three Months Ended December 31, | Twelve Months Ended December 31, | |||||||||||||||
| 2014 | 2013 | 2014 | 2013 | |||||||||||||
| Total revenues |
$ | 47,689 | $ | 39,310 | $ | 178,693 | $ | 145,763 | ||||||||
| Deferred revenue, current, end of period |
128,592 | 112,432 | 128,592 | 112,432 | ||||||||||||
| Less: Deferred revenue, current, beginning of period |
(114,777 | ) | (98,602 | ) | (112,432 | ) | (87,698 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Short-term billings |
$ | 61,504 | $ | 53,140 | $ | 194,853 | $ | 170,497 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Three Months Ended December 31, | Twelve Months Ended December 31, | |||||||||||||||
| 2014 | 2013 | 2014 | 2013 | |||||||||||||
| Total revenues |
$ | 47,689 | $ | 39,310 | $ | 178,693 | $ | 145,763 | ||||||||
| Deferred revenue, end of period |
160,539 | 147,337 | 160,539 | 147,337 | ||||||||||||
| Less: Deferred revenue, beginning of period |
(147,167 | ) | (127,744 | ) | (147,337 | ) | (117,047 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Billings |
$ | 61,061 | $ | 58,903 | $ | 191,895 | $ | 176,053 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||