Delaware | 42-1515522 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
325 Lytton Avenue, Suite 200, Palo Alto, California | 94301 | |
(Address of principal executive offices) | (Zip Code) |
¨ | 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)) |
Date: August 2, 2016 | JIVE SOFTWARE, INC. | ||
By: | /s/ Bryan J. LeBlanc | ||
Bryan J. LeBlanc | |||
EVP and Chief Financial Officer |
• | Revenue: Total revenue for the second quarter was $51.0 million, an increase of 5% on a year-over-year basis. Within total revenue, product revenue was $46.5 million for the second quarter, an increase of 5% on a year-over-year basis. Professional services revenue for the second quarter was $4.5 million, which was flat 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 $43.4 million for the second quarter, a decrease of 9% year-over-year. Total billings, which Jive defines as revenue plus the change in short and long-term deferred revenue, was $39.4 million, a decrease of 11% on a year-over-year basis. |
• | Gross Profit: GAAP gross profit for the second quarter was $33.7 million, an increase of 11% year-over-year, and GAAP gross margin was 66%. Non-GAAP gross profit was $34.9 million for the second quarter, an increase of 8% year-over-year, and non-GAAP gross margin was 68%. |
• | Loss from Operations: GAAP loss from operations for the second quarter was $6.8 million, compared to a loss from operations of $8.9 million for the second quarter of 2015. Non-GAAP income from operations was $1.8 million, compared to non-GAAP loss from operations of $2.1 million for the second quarter of 2015. |
• | Net Loss: GAAP net loss for the second quarter was $6.7 million, compared to a net loss of $9.3 million for the same period last year. GAAP net loss per share for the second quarter was $0.09, based on 77.1 million weighted-average shares outstanding, compared to a net loss per share of $0.12, based on 75.0 million weighted-average shares outstanding for the same period last year. |
• | Balance Sheet and Cash Flow: As of June 30, 2016, Jive had cash and cash equivalents and marketable securities of $108.7 million, compared to $112.7 million as of December 31, 2015. Cash used by operations was $10.4 million and Jive used $0.4 million in capital expenditures and capital leases, leading to negative free cash flow of $10.8 million for the second quarter of 2016, compared to negative free cash flow of $6.1 million for the second quarter of 2015. Free cash flow is defined as cash flows provided by operating activities minus cash flows used to purchase capital expenditures and finance capital leases. |
• | Achieved new customer wins with the Annie E. Casey Foundation, the Cleveland Clinic Foundation, Huawei Technologies Deutschland GmbH, KIABI, KIC InnoEnergy S.E, Lorenz Services Sp. z o.o., the National Institutes of Health, Regus plc, Snow Software, Thornton Tomasetti, Inc., University of Virginia, Vaco, Inc., Veterinary Growth Partners, Vicinity Centres and VimpelCom Eurasia, among others. |
• | Expanded or renewed customer relationships with ADTRAN, Inc., Anglo American, Bandwidth.com, Check Point Software Technologies, Chloe+Isabel, Comcast, Commvault Systems, Inc., DSTL, Eli Lilly and Company, Filemaker, Inc., Intercontinental Exchange, lululemon athletica inc, MedAmerica, the Ministry of Defence, PwC, Ricoh Group, SAP Ariba, Tenable Network Security, Inc., United Health Group, and W.K. Kellogg Foundation, among others. |
• | Jive announced the latest release of its industry-leading, cloud-based Interactive Intranet and Customer Community solutions that makes work more visible, searchable and memorable from any device, and allows companies to tap into their biggest asset -corporate memory- wherever and whenever needed. As a unified WorkHub, Jive captures, measures and influences all digital interactions within and outside of an organization. New capabilities include innovative personal analytics to drive faster and more informed decisions; intelligent profiles that streamline access to an organization’s knowledge base; and enhanced integration that infuses social monitoring functionality throughout a digital workplace. This latest release is another important milestone in Jive’s vision to bring employees, customers and partners together within one unified WorkHub. |
• | The Jive Community, which provides service and support to Jive’s own customers, was recognized by the Association of Support Professionals (ASP) on its exclusive annual list of the top 10 best web support sites in the world. Built on Jive’s market-leading Customer Community solution software, Jive's Customer Community received accolades for successfully creating a cohesive and consistent world-class self-service support experience that significantly increased adoption and improved overall community satisfaction. Jive was also recognized for boosting the amount of customer questions answered via the community's self-service knowledge base channels and public discussions to an all-time high. Jive achieved this improvement over the past year by enhancing the community experience with a new page design, more seamless support processes and an updated information architecture. |
• | Third Quarter 2016 Guidance: |
• | Total revenue is expected to be in the range of $49.0 million to $50 million. |
• | Non-GAAP income from operations is expected to be in the range of $1.5 million to $2.5 million. |
• | Non-GAAP earnings per share are expected to be in the range of $0.02 to $0.03 based on approximately 80.3 million weighted-average diluted shares outstanding. |
• | Change in short-term billings is expected to be negative 8% to negative 3%. |
• | Free cash flow is expected to be in the range of negative $7.5 million to negative $8.5 million. |
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
Revenues: | |||||||||||||||
Product | $ | 46,545 | $ | 44,156 | $ | 93,071 | $ | 87,668 | |||||||
Professional services | 4,472 | 4,455 | 8,607 | 8,069 | |||||||||||
Total revenues | 51,017 | 48,611 | 101,678 | 95,737 | |||||||||||
Cost of revenues: | |||||||||||||||
Product | 12,249 | 12,374 | 25,015 | 24,007 | |||||||||||
Professional services | 5,095 | 5,777 | 10,764 | 11,370 | |||||||||||
Total cost of revenues | 17,344 | 18,151 | 35,779 | 35,377 | |||||||||||
Gross profit | 33,673 | 30,460 | 65,899 | 60,360 | |||||||||||
Operating expenses: | |||||||||||||||
Research and development | 11,836 | 13,577 | 23,575 | 27,550 | |||||||||||
Sales and marketing | 18,120 | 18,959 | 39,101 | 37,824 | |||||||||||
General and administrative | 6,429 | 6,780 | 12,876 | 13,279 | |||||||||||
Restructuring | 4,113 | — | 4,113 | — | |||||||||||
Total operating expenses | 40,498 | 39,316 | 79,665 | 78,653 | |||||||||||
Loss from operations | (6,825 | ) | (8,856 | ) | (13,766 | ) | (18,293 | ) | |||||||
Other income (expense), net: | |||||||||||||||
Interest income | 136 | 67 | 252 | 120 | |||||||||||
Interest expense | (37 | ) | (43 | ) | (81 | ) | (122 | ) | |||||||
Other, net | 446 | (464 | ) | 243 | 1,037 | ||||||||||
Total other income (expense), net | 545 | (440 | ) | 414 | 1,035 | ||||||||||
Loss before provision for income taxes | (6,280 | ) | (9,296 | ) | (13,352 | ) | (17,258 | ) | |||||||
Provision for income taxes | 445 | 14 | 782 | 217 | |||||||||||
Net loss | $ | (6,725 | ) | $ | (9,310 | ) | $ | (14,134 | ) | $ | (17,475 | ) | |||
Basic and diluted net loss per share | $ | (0.09 | ) | $ | (0.12 | ) | $ | (0.18 | ) | $ | (0.23 | ) | |||
Shares used in basic and diluted per share calculations | 77,144 | 75,011 | 76,813 | 74,528 |
June 30, 2016 | December 31, 2015 | ||||||
Assets | |||||||
Current Assets: | |||||||
Cash and cash equivalents | $ | 11,062 | $ | 9,870 | |||
Short-term marketable securities | 96,605 | 96,410 | |||||
Accounts receivable, net of allowances | 33,922 | 54,090 | |||||
Prepaid expenses and other current assets | 12,047 | 13,135 | |||||
Total current assets | 153,636 | 173,505 | |||||
Marketable securities, noncurrent | 1,006 | 6,429 | |||||
Property and equipment, net of accumulated depreciation | 10,422 | 12,747 | |||||
Goodwill | 29,753 | 29,753 | |||||
Intangible assets, net of accumulated amortization | 2,808 | 4,546 | |||||
Other assets | 6,448 | 8,165 | |||||
Total assets | $ | 204,073 | $ | 235,145 | |||
Liabilities and Stockholders’ Equity | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 3,233 | $ | 3,684 | |||
Accrued payroll and related liabilities | 8,380 | 6,954 | |||||
Other accrued liabilities | 5,077 | 7,842 | |||||
Deferred revenue, current | 116,218 | 131,850 | |||||
Term debt, current | 2,400 | 2,400 | |||||
Total current liabilities | 135,308 | 152,730 | |||||
Deferred revenue, less current portion | 10,155 | 16,392 | |||||
Term debt, less current portion | — | 1,200 | |||||
Other long-term liabilities | 2,477 | 2,682 | |||||
Total liabilities | 147,940 | 173,004 | |||||
Stockholders’ Equity: | |||||||
Common stock | 7 | 7 | |||||
Less treasury stock at cost | (3,352 | ) | (3,352 | ) | |||
Additional paid-in capital | 392,473 | 384,164 | |||||
Accumulated deficit | (332,671 | ) | (318,537 | ) | |||
Accumulated other comprehensive income loss | (324 | ) | (141 | ) | |||
Total stockholders’ equity | 56,133 | 62,141 | |||||
Total liabilities and stockholders’ equity | $ | 204,073 | $ | 235,145 |
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
Cash flows from operating activities: | |||||||||||||||
Net loss | $ | (6,725 | ) | $ | (9,310 | ) | $ | (14,134 | ) | $ | (17,475 | ) | |||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||||||||||||||
Depreciation and amortization | 3,121 | 3,826 | 6,690 | 7,964 | |||||||||||
Stock-based compensation | 3,856 | 5,652 | 7,509 | 11,288 | |||||||||||
Change in deferred taxes | (64 | ) | 31 | (5 | ) | 63 | |||||||||
Non-recurring gain | — | — | — | (1,107 | ) | ||||||||||
Other | 25 | — | 74 | — | |||||||||||
Decrease (increase) in: | |||||||||||||||
Accounts receivable, net | 3,729 | (3,765 | ) | 20,168 | 20,043 | ||||||||||
Prepaid expenses and other assets | 689 | (569 | ) | 1,671 | (341 | ) | |||||||||
Increase (decrease) in: | |||||||||||||||
Accounts payable | (3,738 | ) | 1,902 | (255 | ) | 2,457 | |||||||||
Accrued payroll and related liabilities | 1,952 | 1,535 | 1,966 | 519 | |||||||||||
Other accrued liabilities | (1,553 | ) | (102 | ) | (2,509 | ) | (1,650 | ) | |||||||
Deferred revenue | (11,588 | ) | (4,514 | ) | (21,869 | ) | (12,648 | ) | |||||||
Other long-term liabilities | (84 | ) | 141 | (169 | ) | 279 | |||||||||
Net cash provided by (used in) operating activities | (10,380 | ) | (5,173 | ) | (863 | ) | 9,392 | ||||||||
Cash flows from investing activities: | |||||||||||||||
Payments for purchase of property and equipment | (433 | ) | (907 | ) | (1,647 | ) | (3,343 | ) | |||||||
Purchases of marketable securities | (24,200 | ) | (24,389 | ) | (39,424 | ) | (57,757 | ) | |||||||
Sales of marketable securities | — | 6,702 | 1,001 | 11,302 | |||||||||||
Maturities of marketable securities | 27,345 | 16,751 | 43,398 | 39,802 | |||||||||||
Net cash provided by (used in) investing activities | 2,712 | (1,843 | ) | 3,328 | (9,996 | ) | |||||||||
Cash flows from financing activities: | |||||||||||||||
Proceeds from exercise of stock options | 266 | 161 | 305 | 788 | |||||||||||
Taxes paid related to net share settlement of equity awards | (231 | ) | (428 | ) | (375 | ) | (595 | ) | |||||||
Capital lease payments | (31 | ) | — | (31 | ) | — | |||||||||
Repayments of term loans | (600 | ) | (600 | ) | (1,200 | ) | (1,200 | ) | |||||||
Non-recurring gain | — | — | — | 1,107 | |||||||||||
Net cash provided by (used in) financing activities | (596 | ) | (867 | ) | (1,301 | ) | 100 | ||||||||
Net increase (decrease) in cash and cash equivalents | (8,264 | ) | (7,883 | ) | 1,164 | (504 | ) | ||||||||
Effect of exchange rate changes | 75 | (98 | ) | 28 | (47 | ) | |||||||||
Cash and cash equivalents, beginning of period | 19,251 | 28,024 | 9,870 | 20,594 | |||||||||||
Cash and cash equivalents, end of period | $ | 11,062 | $ | 20,043 | $ | 11,062 | $ | 20,043 |
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
Gross profit, as reported | $ | 33,673 | $ | 30,460 | $ | 65,899 | $ | 60,360 | |||||||
Add back: | |||||||||||||||
Stock-based compensation | 573 | 834 | 1,189 | 1,654 | |||||||||||
Amortization related to acquisitions | 655 | 897 | 1,560 | 1,883 | |||||||||||
Gross profit, non-GAAP | $ | 34,901 | $ | 32,191 | $ | 68,648 | $ | 63,897 | |||||||
Gross margin, non-GAAP | 68 | % | 66 | % | 68 | % | 67 | % | |||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
Research and development, as reported | $ | 11,836 | $ | 13,577 | $ | 23,575 | $ | 27,550 | |||||||
less: | |||||||||||||||
Stock-based compensation | 924 | 1,835 | 1,840 | 4,353 | |||||||||||
Amortization related to acquisitions | 13 | 65 | 52 | 588 | |||||||||||
Research and development, non-GAAP | $ | 10,899 | $ | 11,677 | $ | 21,683 | $ | 22,609 | |||||||
As percentage of total revenues, non-GAAP | 21 | % | 24 | % | 21 | % | 24 | % | |||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
Sales and marketing, as reported | $ | 18,120 | $ | 18,959 | $ | 39,101 | $ | 37,824 | |||||||
less: | |||||||||||||||
Stock-based compensation | 840 | 1,010 | 1,655 | 1,794 | |||||||||||
Amortization related to acquisitions | 32 | 128 | 126 | 259 | |||||||||||
Sales and marketing, non-GAAP | $ | 17,248 | $ | 17,821 | $ | 37,320 | $ | 35,771 | |||||||
As percentage of total revenues, non-GAAP | 34 | % | 37 | % | 37 | % | 37 | % | |||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
General and administrative, as reported | $ | 6,429 | $ | 6,780 | $ | 12,876 | $ | 13,279 | |||||||
less: | |||||||||||||||
Stock-based compensation | 1,509 | 1,967 | 2,798 | 3,489 | |||||||||||
General and administrative, non-GAAP | $ | 4,920 | $ | 4,813 | $ | 10,078 | $ | 9,790 | |||||||
As percentage of total revenues, non-GAAP | 10 | % | 10 | % | 10 | % | 10 | % | |||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
Loss from operations, as reported | $ | (6,825 | ) | $ | (8,856 | ) | $ | (13,766 | ) | $ | (18,293 | ) | |||
Add back: | |||||||||||||||
Stock-based compensation | 3,846 | 5,646 | 7,482 | 11,290 | |||||||||||
Amortization related to acquisitions | 700 | 1,090 | 1,738 | 2,730 | |||||||||||
Restructuring charges | 4,113 | — | 4,113 | — | |||||||||||
Income (loss) from operations, non-GAAP | $ | 1,834 | $ | (2,120 | ) | $ | (433 | ) | $ | (4,273 | ) | ||||
As percentage of total revenues, non-GAAP | 4 | % | (4 | )% | 0 | % | (4 | )% | |||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
Loss before provision for income taxes, as reported | $ | (6,280 | ) | $ | (9,296 | ) | $ | (13,352 | ) | $ | (17,258 | ) | |||
Add back: | |||||||||||||||
Stock-based compensation | 3,846 | 5,646 | 7,482 | 11,290 | |||||||||||
Amortization related to acquisitions | 700 | 1,090 | 1,738 | 2,730 | |||||||||||
Restructuring charges | 4,113 | — | 4,113 | — | |||||||||||
Less: | |||||||||||||||
Non-recurring gain | — | — | — | (1,107 | ) | ||||||||||
Income (loss) before provision for income taxes, non-GAAP | $ | 2,379 | $ | (2,560 | ) | $ | (19 | ) | $ | (4,345 | ) |
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
Net loss, as reported | $ | (6,725 | ) | $ | (9,310 | ) | $ | (14,134 | ) | $ | (17,475 | ) | |||
Add back: | |||||||||||||||
Stock-based compensation | 3,846 | 5,646 | 7,482 | 11,290 | |||||||||||
Amortization related to acquisitions | 700 | 1,090 | 1,738 | 2,730 | |||||||||||
Restructuring charges | 4,113 | — | 4,113 | ||||||||||||
Less: | |||||||||||||||
Non-recurring gain | — | — | — | (1,107 | ) | ||||||||||
Net income (loss), non-GAAP | $ | 1,934 | $ | (2,574 | ) | $ | (801 | ) | $ | (4,562 | ) | ||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
GAAP weighted average diluted shares | 77,144 | 75,011 | 76,813 | 74,528 | |||||||||||
Dilutive equity awards included in non-GAAP earnings per share | 2,321 | — | — | — | |||||||||||
Non-GAAP weighted average diluted shares | 79,465 | 75,011 | 76,813 | 74,528 | |||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
Diluted net loss per share, as reported | $ | (0.09 | ) | $ | (0.12 | ) | $ | (0.18 | ) | $ | (0.23 | ) | |||
Add back: | |||||||||||||||
Stock-based compensation | 0.05 | 0.08 | 0.10 | 0.15 | |||||||||||
Amortization related to acquisitions | 0.01 | 0.01 | 0.02 | 0.04 | |||||||||||
Restructuring charges | 0.05 | — | 0.05 | — | |||||||||||
Less: | |||||||||||||||
Non-recurring gain | — | — | — | (0.01 | ) | ||||||||||
Diluted net income (loss) per share, non-GAAP (1) | $ | 0.02 | $ | (0.03 | ) | $ | (0.01 | ) | $ | (0.06 | ) | ||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
Total revenues | $ | 51,017 | $ | 48,611 | $ | 101,678 | $ | 95,737 | |||||||
Deferred revenue, current, end of period | 116,218 | 123,779 | 116,218 | 123,779 | |||||||||||
Less: Deferred revenue, current, beginning of period | (123,833 | ) | (124,774 | ) | (131,850 | ) | (128,592 | ) | |||||||
Short-term billings | $ | 43,402 | $ | 47,616 | $ | 86,046 | $ | 90,924 | |||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
Total revenues | $ | 51,017 | $ | 48,611 | $ | 101,678 | $ | 95,737 | |||||||
Deferred revenue, end of period | 126,373 | 147,891 | 126,373 | 147,891 | |||||||||||
Less: Deferred revenue, beginning of period | (137,961 | ) | (152,405 | ) | (148,242 | ) | (160,539 | ) | |||||||
Billings | $ | 39,429 | $ | 44,097 | $ | 79,809 | $ | 83,089 | |||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
Cash flows provided by (used in) operating activities | $ | (10,380 | ) | $ | (5,173 | ) | $ | (863 | ) | $ | 9,392 | ||||
Payments for purchase of property and equipment | (433 | ) | (907 | ) | (1,647 | ) | (3,343 | ) | |||||||
Capital lease payments | (31 | ) | — | (31 | ) | — | |||||||||
Free cash flow | $ | (10,844 | ) | $ | (6,080 | ) | $ | (2,541 | ) | $ | 6,049 |
(1) | Per share amounts may not add due to rounding. |