Bazaarvoice, Inc. (Nasdaq:BV) reported its financial results
for the second fiscal quarter ended October 31, 2017.
Second Fiscal Quarter of 2017 Financial
Details
Revenue: Bazaarvoice reported revenue
of $53.4 million for the second fiscal quarter of 2018,
up 6% from the second fiscal quarter of 2017, which consisted of
SaaS revenue of $50.5 million and net advertising revenue
of $2.9 million.
GAAP net loss and net loss per
share: GAAP net loss was $0.1 million, compared to a GAAP
net loss of $4.1 million for the second fiscal quarter of
2017. GAAP net loss per share was $0.00 based upon
weighted average shares outstanding of 85.6 million, compared
to a GAAP net loss per share of $0.05 for the second
fiscal quarter of 2017 based upon weighted average shares
outstanding of 82.9 million.
Adjusted EBITDA: Adjusted
EBITDA for the second fiscal quarter of 2018 was $9.3 million
compared to $5.2 million for the second fiscal quarter of
2017.
Non-GAAP net income and earnings per
share: Non-GAAP net income was $5.4 million, compared
to non-GAAP net income of $1.4 million for the second
fiscal quarter of 2017. Non-GAAP net income per share
was $0.06 based upon weighted average shares outstanding of
85.6 million, compared to non-GAAP net income per share
of $0.02 for the second fiscal quarter of 2017 based upon
weighted average shares outstanding of 82.9 million.
Recent Business Highlight
On November 27, 2017, Bazaarvoice announced that
it has entered into a definitive agreement to be acquired by Marlin
Equity Partners in a transaction valued at approximately $521
million. Under the terms of the agreement, Bazaarvoice stockholders
will receive $5.50 in cash for each share of Bazaarvoice common
stock. The transaction is expected to be completed in the first
calendar quarter of 2018, subject to receipt of stockholder
approval, regulatory approvals as well as satisfaction of other
customary closing conditions.
Quarterly Conference Call
As a result of the earlier announcement
regarding Bazaarvoice's entry into an agreement and plan of merger
with Marlin Equity Partners, the company will not be hosting a
conference call previously scheduled for Wednesday November 29,
2017 at 8:30 a.m. Eastern Time to discuss its fiscal second quarter
2018 financial results.
About Bazaarvoice
Bazaarvoice helps brands and retailers find and
reach consumers, and win them with the content they trust. Each
month in the Bazaarvoice Network, more than one-half billion
consumers view and share authentic consumer-generated content
(CGC), including ratings and reviews as well as curated visual
content, across 5,000 brand and retail websites. This visibility
into shopper behavior allows Bazaarvoice to capture unique
first-party data and insights that enable our targeted advertising
and personalization solutions.
Founded in 2005, Bazaarvoice is headquartered in
Austin, Texas with offices across North America and Europe. For
more information, visit www.bazaarvoice.com.
Non-GAAP Financial Measures
Adjusted EBITDA discussed in this press release
is defined as GAAP net loss adjusted for stock-based expense,
contingent consideration related to acquisitions, depreciation and
amortization (including amortization of capitalized internal-use
software development costs), restructuring charges, out of period
sales tax refunds, integration and other costs related to
acquisitions, other non-business costs and benefits, income tax
expense and other (income) expense, net.
GAAP net loss is the most
comparable GAAP measure to Adjusted EBITDA.
Non-GAAP net income (loss), which is used to
calculate non-GAAP net loss per share, is defined as our GAAP net
loss, adjusted to exclude stock-based expense, contingent
consideration related to acquisitions, amortization of acquired
intangible assets, restructuring charges, out of period sales tax
refunds, integration and other costs related to acquisitions, and
other non-business costs and benefits along with the associated
income tax effect of these adjustments.
Free cash flow discussed in this release is
defined as cash provided by (used in) operating activities less
purchases of property, equipment and capitalized internal-use
software development costs. Cash flow provided by (used in)
operating activities is the most comparable GAAP measure to free
cash flow.
Management presents these non-GAAP financial
measures because it considers them to be important supplemental
measures of core operating performance. Management uses the
non-GAAP financial measures for planning purposes, including
analysis of the Company’s operating performance against prior
periods and the effectiveness of our business strategies, the
preparation of operating budgets and to determine appropriate
levels of operating and capital investments, as well as in
communications with our board of directors concerning our financial
performance. Management also believes that the non-GAAP financial
measures provide additional insight for securities analysts and
investors in evaluating the Company’s financial and operational
performance without regard to items that can vary substantially
from company to company depending upon their financing, capital
structures, and the method by which assets were acquired. However,
these non-GAAP financial measures have limitations as an analytical
tool, and you should not consider them in isolation or as a
substitute for analysis of our results of operations as reported
under GAAP. Furthermore, these non-GAAP financial measures may not
be comparable to similarly titled measures of other organizations
because other organizations may not calculate these non-GAAP
financial measures in the same manner. We intend to provide these
non-GAAP financial measures as part of our future financial results
discussions; 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.
Forward-looking Statements
This press release contains forward-looking
statements that involve substantial risks and uncertainties. All
statements, other than statements of historical facts, included in
this press release regarding our strategy, future operations,
future financial position, future revenue, projected costs,
prospects, plans, and objectives of management are forward-looking
statements. The words “anticipate,” “believe,” “estimate,”
“expect,” “intend,” “may,” “plan,” “will,” “would,” “target” and
similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain
these identifying words. These forward-looking statements include,
among other things, the timing of the transaction and other
information relating to the transaction. We may not actually
achieve the expectations disclosed in the forward-looking
statements, and you should not place undue reliance on our
forward-looking statements. These forward-looking statements
involve risks and uncertainties that could cause actual results or
events to differ materially from the expectations disclosed in the
forward-looking statements, including, but not limited to,
(i) the risk that the transaction may not be completed in a
timely manner or at all, which may adversely affect the Company’s
business and the price of the common stock of the Company,
(ii) the failure to satisfy of the conditions to the
consummation of the transaction, including the adoption of the
merger agreement by the stockholders of the Company and the receipt
of regulatory approvals (including any conditions, limitations or
restrictions placed on these approvals) and the risk that one or
more governmental entities may deny approval, (iii) the
occurrence of any event, change or other circumstance that could
give rise to the termination of the merger agreement, (iv) the
risk that the definitive merger agreement may be terminated in
circumstances that require the Company to pay an $18.3 million
termination fee and/or reimburse the buyers’ expenses;
(v) risks regarding the failure to obtain the necessary
financing to complete the merger, (vi) the effect of the
announcement or pendency of the transaction on the Company’s
business relationships, operating results and business generally,
(vii) risks that the proposed transaction disrupts current
plans and operations, (viii) risks related to diverting
management’s attention from the Company’s ongoing business
operations, and (ix) the outcome of any legal proceedings that
may be instituted against us related to the merger agreement or the
transaction; and other risks and potential factors that could
affect our business and financial results identified in our
Form 10-K for the fiscal year ended April 30, 2017 as
filed with the Securities and Exchange Commission on June 16,
2017. Additional information is also set forth in our quarterly
reports on Form 10-Q 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.
Additional Information and Where to Find It
In connection with the merger, Bazaarvoice, Inc.
(the “Company”) intends to file relevant materials with the
Securities and Exchange Commission (the “SEC”), including a proxy
statement on Schedule 14A. Promptly after filing its definitive
proxy statement with the SEC, the Company will mail the definitive
proxy statement and a proxy card to each stockholder entitled to
vote at the special meeting relating to the merger. INVESTORS AND
SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER
RELEVANT DOCUMENTS IN CONNECTION WITH THE MERGER THAT THE COMPANY
WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE MERGER. The
definitive proxy statement, the preliminary proxy statement and
other relevant materials in connection with the merger (when they
become available), and any other documents filed by the Company
with the SEC, may be obtained free of charge at the SEC’s website
(http://www.sec.gov) or at the Company’s website
http://www.bazaarvoice.com or by writing to the Company’s Secretary
at 10901 Stonelake Blvd, Austin, TX 78759.
Participants in the
Solicitation
The Company and its directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the Company’s stockholders with respect to the merger.
Information about the Company’s directors and executive officers
and their ownership of the Company’s common stock is set forth in
the proxy statement on Schedule 14A filed with the SEC on October
13, 2017 and the Company’s Annual Report on Form 10-K for the
fiscal year ended April 30, 2017. To the extent that such
individual's holdings of the Company’s common stock have changed
since the amounts printed in the Company’s proxy statement, such
changes have been or will be reflected on Statements of Change in
Ownership on Form 4 filed with the SEC. Information regarding the
identity of the potential participants, and their direct or
indirect interests in the merger, by security holdings or
otherwise, will be set forth in the proxy statement and other
materials to be filed with SEC in connection with the merger.
Investor Relations Contact:Linda
WellsBazaarvoice, Inc.415-582-6250linda.wells@bazaarvoice.com
Media Contact:Emily ReaganBazaarvoice,
Inc.512-551-6866pr@bazaarvoice.com
| |
|
|
|
| Bazaarvoice, Inc.Condensed
Consolidated Balance Sheets(in
thousands)(unaudited) |
| |
|
|
|
| |
October 31, 2017 |
|
April 30, 2017 |
|
Assets |
|
|
|
| Current assets: |
|
|
|
| Cash and
cash equivalents |
$ |
51,988 |
|
|
$ |
52,494 |
|
|
Short-term investments |
13,224 |
|
|
38,689 |
|
| Accounts
receivable, net |
41,424 |
|
|
43,713 |
|
| Prepaid
expenses and other current assets |
6,261 |
|
|
7,619 |
|
| Total current
assets |
112,897 |
|
|
142,515 |
|
| Property, equipment and
capitalized internal-use software development costs, net |
28,964 |
|
|
28,358 |
|
| Goodwill |
139,155 |
|
|
139,155 |
|
| Acquired intangible
assets, net |
6,772 |
|
|
7,717 |
|
| Other non-current
assets |
4,582 |
|
|
4,210 |
|
| Total assets |
$ |
292,370 |
|
|
$ |
321,955 |
|
| Liabilities and
stockholders’ equity |
|
|
|
| Current
liabilities: |
|
|
|
| Accounts
payable |
$ |
4,596 |
|
|
$ |
4,310 |
|
| Accrued
expenses and other current liabilities |
16,408 |
|
|
20,602 |
|
| Revolving
line of credit |
— |
|
|
32,000 |
|
| Deferred
revenue |
68,259 |
|
|
69,656 |
|
| Total current
liabilities |
89,263 |
|
|
126,568 |
|
| Long-term
liabilities: |
|
|
|
| Deferred
revenue less current portion |
1,467 |
|
|
2,540 |
|
| Other
liabilities, long-term |
7,169 |
|
|
6,542 |
|
| Total liabilities |
97,899 |
|
|
135,650 |
|
| Commitments and
contingencies |
|
|
|
| Stockholders’
equity: |
|
|
|
| Common
stock |
8 |
|
|
8 |
|
|
Additional paid-in capital |
466,305 |
|
|
455,755 |
|
|
Accumulated other comprehensive loss |
(1,369 |
) |
|
(1,682 |
) |
|
Accumulated deficit |
(270,473 |
) |
|
(267,776 |
) |
| Total stockholders’
equity |
194,471 |
|
|
186,305 |
|
| Total liabilities and
stockholders’ equity |
$ |
292,370 |
|
|
$ |
321,955 |
|
| |
|
|
|
|
|
|
|
| Bazaarvoice, Inc.Condensed
Consolidated Statements of Operations(in
thousands, except net loss per share
data)(unaudited) |
| |
|
|
|
| |
Three Months Ended October 31, |
|
Six Months Ended October 31, |
| |
2017 |
|
2016 |
|
2017 |
|
2016 |
| Revenue |
$ |
53,409 |
|
|
$ |
50,408 |
|
|
$ |
105,567 |
|
|
$ |
100,501 |
|
| Cost of revenue |
19,565 |
|
|
18,855 |
|
|
39,330 |
|
|
37,611 |
|
| Gross profit |
33,844 |
|
|
31,553 |
|
|
66,237 |
|
|
62,890 |
|
| Operating
expenses: |
|
|
|
|
|
|
|
| Sales and
marketing |
14,245 |
|
|
15,819 |
|
|
28,849 |
|
|
31,123 |
|
| Research
and development |
10,055 |
|
|
9,959 |
|
|
20,558 |
|
|
21,032 |
|
| General
and administrative |
8,013 |
|
|
8,051 |
|
|
16,598 |
|
|
16,310 |
|
|
Restructuring charges |
16 |
|
|
767 |
|
|
56 |
|
|
1,094 |
|
|
Acquisition-related and other |
478 |
|
|
120 |
|
|
739 |
|
|
296 |
|
|
Amortization of acquired intangible assets |
310 |
|
|
310 |
|
|
619 |
|
|
619 |
|
| Total operating
expenses |
33,117 |
|
|
35,026 |
|
|
67,419 |
|
|
70,474 |
|
| Operating income
(loss) |
727 |
|
|
(3,473 |
) |
|
(1,182 |
) |
|
(7,584 |
) |
| Other income (expense),
net: |
|
|
|
|
|
|
|
| Interest
income |
56 |
|
|
153 |
|
|
142 |
|
|
295 |
|
| Interest
expense |
(252 |
) |
|
(459 |
) |
|
(646 |
) |
|
(948 |
) |
| Other
expense |
(366 |
) |
|
(263 |
) |
|
(341 |
) |
|
(775 |
) |
| Total other expense,
net |
(562 |
) |
|
(569 |
) |
|
(845 |
) |
|
(1,428 |
) |
| Income (loss) before
income taxes |
165 |
|
|
(4,042 |
) |
|
(2,027 |
) |
|
(9,012 |
) |
| Income tax expense |
220 |
|
|
92 |
|
|
344 |
|
|
227 |
|
| Net loss |
$ |
(55 |
) |
|
$ |
(4,134 |
) |
|
$ |
(2,371 |
) |
|
$ |
(9,239 |
) |
| Net loss per share,
basic and diluted |
$ |
0.00 |
|
|
$ |
(0.05 |
) |
|
$ |
(0.03 |
) |
|
$ |
(0.11 |
) |
| Basic and diluted
weighted average number of shares outstanding |
85,630 |
|
|
82,930 |
|
|
85,147 |
|
|
82,572 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
| Bazaarvoice, Inc.Condensed
Consolidated Statements of Cash Flows(in
thousands)(unaudited) |
| |
|
|
|
| |
Three Months Ended October 31, |
|
Six Months Ended October 31, |
| |
2017 |
|
2016 |
|
2017 |
|
2016 |
| Operating
activities: |
|
|
|
|
|
|
|
| Net
loss |
$ |
(55 |
) |
|
$ |
(4,134 |
) |
|
$ |
(2,371 |
) |
|
$ |
(9,239 |
) |
|
Adjustments to reconcile net loss to net cash provided by operating
activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization expense |
3,589 |
|
|
3,532 |
|
|
7,076 |
|
|
7,110 |
|
|
Stock-based expense |
4,527 |
|
|
4,239 |
|
|
9,349 |
|
|
8,183 |
|
| Bad debt
expense (recovery) |
128 |
|
|
(64 |
) |
|
207 |
|
|
(243 |
) |
|
Amortization of deferred financing costs |
78 |
|
|
59 |
|
|
137 |
|
|
118 |
|
| Loss on
sublease |
— |
|
|
501 |
|
|
|
— |
|
|
501 |
|
| Other
non-cash expense |
13 |
|
|
(88 |
) |
|
(33 |
) |
|
(127 |
) |
| Changes
in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts receivable |
7,310 |
|
|
596 |
|
|
2,083 |
|
|
2,345 |
|
|
Prepaid expenses and other current assets |
531 |
|
|
(7 |
) |
|
1,335 |
|
|
(514 |
) |
|
Other non-current assets |
(254 |
) |
|
89 |
|
|
(341 |
) |
|
958 |
|
|
Accounts payable |
544 |
|
|
212 |
|
|
83 |
|
|
(2,404 |
) |
|
Accrued expenses and other current liabilities |
(1,320 |
) |
|
(127 |
) |
|
(5,125 |
) |
|
(4,569 |
) |
|
Deferred revenue |
(5,449 |
) |
|
(3,062 |
) |
|
(2,470 |
) |
|
(88 |
) |
|
Other liabilities, long-term |
(107 |
) |
|
(156 |
) |
|
(123 |
) |
|
(312 |
) |
| Net cash provided by
operating activities |
9,535 |
|
|
1,590 |
|
|
9,807 |
|
|
1,719 |
|
| Investing
activities: |
|
|
|
|
|
|
|
| Purchases
of property, equipment and capitalized internal-use software
development costs |
(2,263 |
) |
|
(2,113 |
) |
|
(4,595 |
) |
|
(4,873 |
) |
| Purchases
of short-term investments |
(3,161 |
) |
|
(2,349 |
) |
|
(20,215 |
) |
|
(15,040 |
) |
| Proceeds
from maturities of short-term investments |
2,600 |
|
|
8,870 |
|
|
20,814 |
|
|
23,880 |
|
| Proceeds
from sale of short-term investments |
24,847 |
|
|
— |
|
|
24,847 |
|
|
— |
|
| Net cash provided by
investing activities |
22,023 |
|
|
4,408 |
|
|
20,851 |
|
|
3,967 |
|
| Financing
activities: |
|
|
|
|
|
|
|
| Proceeds
from employee stock compensation plans |
469 |
|
|
329 |
|
|
582 |
|
|
724 |
|
| Payments
on revolving line of credit |
(27,000 |
) |
|
(5,000 |
) |
|
(32,000 |
) |
|
(5,000 |
) |
| Net cash used in
financing activities |
(26,531 |
) |
|
(4,671 |
) |
|
(31,418 |
) |
|
(4,276 |
) |
| Effect of exchange rate
fluctuations on cash and cash equivalents |
(55 |
) |
|
(408 |
) |
|
254 |
|
|
(946 |
) |
| Net change in cash and
cash equivalents |
4,972 |
|
|
919 |
|
|
(506 |
) |
|
464 |
|
| Cash and cash
equivalents at beginning of period |
47,016 |
|
|
43,508 |
|
|
52,494 |
|
|
43,963 |
|
| Cash and cash
equivalents at end of period |
$ |
51,988 |
|
|
$ |
44,427 |
|
|
$ |
51,988 |
|
|
$ |
44,427 |
|
| Supplemental
disclosure of non-cash investing and financing
activities: |
|
|
|
|
|
|
|
| Purchase
of fixed assets recorded in accounts payable and accrued
expenses |
$ |
562 |
|
|
$ |
85 |
|
|
$ |
964 |
|
|
$ |
85 |
|
| Purchase
of leasehold improvements funded by tenant improvement
allowance |
$ |
— |
|
|
$ |
— |
|
|
$ |
925 |
|
|
$ |
— |
|
|
Capitalized stock-based compensation |
$ |
163 |
|
|
$ |
124 |
|
|
$ |
300 |
|
|
$ |
246 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Bazaarvoice,
Inc.Reconciliation of GAAP to Non-GAAP Financial
Measures(in thousands, except net loss per share
data)(unaudited) |
| |
|
|
|
| |
Three Months Ended October 31, |
|
Six Months Ended October 31, |
| |
2017 |
|
2016 |
|
2017 |
|
2016 |
| Non-GAAP
net income per share: |
|
|
|
|
|
|
|
| GAAP net loss |
$ |
(55 |
) |
|
$ |
(4,134 |
) |
|
$ |
(2,371 |
) |
|
$ |
(9,239 |
) |
| Stock-based expense (1) |
4,527 |
|
|
4,239 |
|
|
9,349 |
|
|
8,183 |
|
| Restructuring charges (3) |
16 |
|
|
767 |
|
|
56 |
|
|
1,094 |
|
| Amortization of acquired intangible assets |
472 |
|
|
472 |
|
|
945 |
|
|
945 |
|
| Acquisition-related and other expense |
478 |
|
|
120 |
|
|
739 |
|
|
296 |
|
| Other stock-related benefit (4) |
(41 |
) |
|
(25 |
) |
|
(41 |
) |
|
(25 |
) |
| Income tax adjustment for non-GAAP items |
6 |
|
|
3 |
|
|
4 |
|
|
— |
|
| Non-GAAP
net income |
$ |
5,403 |
|
|
$ |
1,442 |
|
|
$ |
8,681 |
|
|
$ |
1,254 |
|
| GAAP basic and diluted shares |
85,630 |
|
|
82,930 |
|
|
85,147 |
|
|
82,572 |
|
| Non-GAAP
basic and diluted net income per share |
$ |
0.06 |
|
|
$ |
0.02 |
|
|
$ |
0.10 |
|
|
$ |
0.02 |
|
| Adjusted
EBITDA: |
|
|
|
|
|
|
|
| GAAP net loss |
$ |
(55 |
) |
|
$ |
(4,134 |
) |
|
$ |
(2,371 |
) |
|
$ |
(9,239 |
) |
| Stock-based expense (1) |
4,527 |
|
|
4,239 |
|
|
9,349 |
|
|
8,183 |
|
| Depreciation and amortization (2) |
3,589 |
|
|
3,532 |
|
|
7,076 |
|
|
7,110 |
|
| Restructuring charges (3) |
16 |
|
|
767 |
|
|
56 |
|
|
1,094 |
|
| Acquisition-related and other expense |
478 |
|
|
120 |
|
|
739 |
|
|
296 |
|
| Other stock-related benefit (4) |
(41 |
) |
|
(25 |
) |
|
(41 |
) |
|
(25 |
) |
| Income tax expense |
220 |
|
|
92 |
|
|
344 |
|
|
227 |
|
| Total other expense, net |
562 |
|
|
569 |
|
|
845 |
|
|
1,428 |
|
| Adjusted
EBITDA |
$ |
9,296 |
|
|
$ |
5,160 |
|
|
$ |
15,997 |
|
|
$ |
9,074 |
|
| Free cash
flow: |
|
|
|
|
|
|
|
| Net cash provided by operating activities |
$ |
9,535 |
|
|
$ |
1,590 |
|
|
9,807 |
|
|
1,719 |
|
| Purchases of property, equipment and capitalized internal-use
software development costs |
(2,263 |
) |
|
(2,113 |
) |
|
(4,595 |
) |
|
(4,873 |
) |
| Free cash
flow |
$ |
7,272 |
|
|
$ |
(523 |
) |
|
5,212 |
|
|
(3,154 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Stock-based expense
includes the following: |
|
|
|
|
|
|
|
| |
Cost of
revenue |
$ |
618 |
|
|
$ |
486 |
|
|
$ |
1,185 |
|
|
$ |
830 |
|
| |
Sales and
marketing |
970 |
|
|
843 |
|
|
2,037 |
|
|
1,423 |
|
| |
Research
and development |
1,083 |
|
|
907 |
|
|
2,163 |
|
|
1,960 |
|
| |
General
and administrative |
1,856 |
|
|
2,003 |
|
|
3,964 |
|
|
3,970 |
|
| |
Stock-based
expense |
$ |
4,527 |
|
|
$ |
4,239 |
|
|
$ |
9,349 |
|
|
$ |
8,183 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Depreciation and
amortization includes the following: |
|
|
|
|
|
|
|
| |
Cost of
revenue |
$ |
2,595 |
|
|
$ |
2,600 |
|
|
$ |
5,175 |
|
|
$ |
5,192 |
|
| |
Sales and
marketing |
177 |
|
|
189 |
|
|
320 |
|
|
385 |
|
| |
Research
and development |
231 |
|
|
204 |
|
|
440 |
|
|
435 |
|
| |
General
and administrative |
276 |
|
|
229 |
|
|
522 |
|
|
479 |
|
| |
Amortization of acquired intangible assets |
310 |
|
|
310 |
|
|
619 |
|
|
619 |
|
| |
Depreciation and
amortization |
$ |
3,589 |
|
|
$ |
3,532 |
|
|
$ |
7,076 |
|
|
$ |
7,110 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3) |
|
In February 2016, the Company made the decision to suspend
sales of its BV Local product, reduce its cost structure to improve
operating efficiencies and align resources with its growth
strategies. Costs associated with these restructuring activities
include workforce reductions charges, and facilities charges
related to the loss recorded on the sub-lease of excess office
space at the Company's headquarters. |
| |
|
| |
In addition, in April 2017 the Company committed to a plan to
reduce its advertising sales expenses to better align with its
growth expectations and restructure the Company to reduce
organization layers and streamline operations. Costs
associated with these restructuring activities include severance
and related payroll tax. |
| |
|
| |
Management excludes these restructuring charges from Adjusted
EBITDA when reviewing the Company's operating results as the
charges do not represent normal, routine, cash operating expenses
necessary to operate our business. In addition, the timing of
restructuring charges, such as the ones described above, are
unpredictable and the amount of the charges vary significantly
across reporting periods and are not expected to continue
indefinitely. Management believes the exclusion of these charges
from the Company's non-GAAP measures allows investors to supplement
their understanding of the Company's short-term and long-term
financial trends as we believe the items excluded are not
indicative of our underlying ongoing and future performance. |
| |
|
|
(4) |
|
Other stock-related benefit represents estimated liabilities
for taxes and related items in connection with the treatment of
certain equity grants. Since the estimated liability directly
relates to equity grants and as stock-based expenses are
consistently excluded from the non-GAAP financial measures, the
Company excluded these estimated liabilities. During the three and
six months ended October 31, 2016, the Company recorded a benefit
of $0.5 million due to a reduction in previously recorded estimated
tax liabilities that have exceeded the statute of limitations. This
benefit was partially offset by a $0.5 million liability related to
estimated employer contributions the Company believes is probable
to be incurred related to 401(k) deferrals on employee stock-based
compensation. During the three and six months ended October 31,
2017, the Company recorded a benefit of $41 thousand due to a
reduction in previously recorded estimated tax liabilities that
have exceeded the statute of limitations. |
| |
|
| Bazaarvoice, Inc.Selected
Quarterly Financial and Operational Metrics(in
thousands, except active clients and full-time employees
data)(unaudited) |
| |
|
|
| |
|
Three Months Ended |
| |
|
Jan 31, |
|
Apr 30, |
|
Jul 31, |
|
Oct 31, |
|
Jan 31, |
|
Apr 30, |
|
Jul 31, |
|
Oct 31, |
| |
|
2016 |
|
2016 |
|
2016 |
|
2016 |
|
2017 |
|
2017 |
|
2017 |
|
2017 |
| Revenue
(1) |
$ |
50,255 |
|
|
$ |
50,709 |
|
|
$ |
50,093 |
|
|
$ |
50,408 |
|
|
$ |
50,525 |
|
|
$ |
50,209 |
|
|
$ |
52,158 |
|
|
$ |
53,409 |
|
| Cost of
revenue |
18,920 |
|
|
19,253 |
|
|
18,756 |
|
|
18,855 |
|
|
19,196 |
|
|
19,596 |
|
|
19,765 |
|
|
19,565 |
|
| Gross
profit |
31,335 |
|
|
31,456 |
|
|
31,337 |
|
|
31,553 |
|
|
31,329 |
|
|
30,613 |
|
|
32,393 |
|
|
33,844 |
|
| Operating
expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Sales and marketing |
16,113 |
|
|
18,027 |
|
|
15,304 |
|
|
15,819 |
|
|
16,322 |
|
|
17,803 |
|
|
14,604 |
|
|
14,245 |
|
| Research and development |
10,199 |
|
|
10,391 |
|
|
11,073 |
|
|
9,959 |
|
|
9,588 |
|
|
9,467 |
|
|
10,503 |
|
|
10,055 |
|
| General and administrative |
6,940 |
|
|
7,577 |
|
|
8,259 |
|
|
8,051 |
|
|
7,299 |
|
|
8,343 |
|
|
8,585 |
|
|
8,013 |
|
| Restructuring charges |
— |
|
|
1,575 |
|
|
327 |
|
|
767 |
|
|
— |
|
|
1,108 |
|
|
40 |
|
|
16 |
|
| Sales tax refund |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(3,341 |
) |
|
— |
|
|
— |
|
| Acquisition-related and other expense |
332 |
|
|
157 |
|
|
176 |
|
|
120 |
|
|
84 |
|
|
196 |
|
|
261 |
|
|
478 |
|
| Amortization of acquired intangible assets |
309 |
|
|
309 |
|
|
309 |
|
|
310 |
|
|
309 |
|
|
309 |
|
|
309 |
|
|
310 |
|
| Total
operating expenses |
33,893 |
|
|
38,036 |
|
|
35,448 |
|
|
35,026 |
|
|
33,602 |
|
|
33,885 |
|
|
34,302 |
|
|
33,117 |
|
| Operating
income (loss) |
(2,558 |
) |
|
(6,580 |
) |
|
(4,111 |
) |
|
(3,473 |
) |
|
(2,273 |
) |
|
(3,272 |
) |
|
(1,909 |
) |
|
727 |
|
| Total other expense, net |
(719 |
) |
|
(384 |
) |
|
(859 |
) |
|
(569 |
) |
|
(332 |
) |
|
(499 |
) |
|
(283 |
) |
|
(562 |
) |
| Income
(loss) before income taxes |
(3,277 |
) |
|
(6,964 |
) |
|
(4,970 |
) |
|
(4,042 |
) |
|
(2,605 |
) |
|
(3,771 |
) |
|
(2,192 |
) |
|
165 |
|
| Income tax expense (benefit) |
(163 |
) |
|
165 |
|
|
135 |
|
|
92 |
|
|
123 |
|
|
203 |
|
|
124 |
|
|
220 |
|
| Net
loss |
$ |
(3,114 |
) |
|
$ |
(7,129 |
) |
|
$ |
(5,105 |
) |
|
$ |
(4,134 |
) |
|
$ |
(2,728 |
) |
|
$ |
(3,974 |
) |
|
$ |
(2,316 |
) |
|
$ |
(55 |
) |
| Stock-based expense (2) |
$ |
3,762 |
|
|
$ |
3,602 |
|
|
$ |
3,944 |
|
|
$ |
4,239 |
|
|
$ |
3,989 |
|
|
$ |
4,110 |
|
|
$ |
4,822 |
|
|
$ |
4,527 |
|
| Depreciation and amortization (3) |
3,512 |
|
|
3,575 |
|
|
3,578 |
|
|
3,532 |
|
|
3,513 |
|
|
3,516 |
|
|
3,487 |
|
|
3,589 |
|
| Restructuring charges (4) |
— |
|
|
1,575 |
|
|
327 |
|
|
767 |
|
|
— |
|
|
1,108 |
|
|
40 |
|
|
16 |
|
| Sales tax refund (5) |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(3,341 |
) |
|
— |
|
|
— |
|
| Acquisition-related and other expense |
332 |
|
|
157 |
|
|
176 |
|
|
120 |
|
|
84 |
|
|
196 |
|
|
261 |
|
|
478 |
|
| Other stock-related benefit (6) |
— |
|
|
— |
|
|
— |
|
|
(25 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(41 |
) |
| Income tax expense (benefit) |
(163 |
) |
|
165 |
|
|
135 |
|
|
92 |
|
|
123 |
|
|
203 |
|
|
124 |
|
|
220 |
|
| Total other expense, net |
719 |
|
|
384 |
|
|
859 |
|
|
569 |
|
|
332 |
|
|
499 |
|
|
283 |
|
|
562 |
|
| Adjusted
EBITDA (7) |
$ |
5,048 |
|
|
$ |
2,329 |
|
|
$ |
3,914 |
|
|
$ |
5,160 |
|
|
$ |
5,313 |
|
|
$ |
2,317 |
|
|
$ |
6,701 |
|
|
$ |
9,296 |
|
| Number of
active clients (at period end) |
1,383 |
|
|
1,399 |
|
|
1,397 |
|
|
1,412 |
|
|
1,456 |
|
|
1,494 |
|
|
1,524 |
|
|
1,580 |
|
| Full-time
employees (at period end) (8) |
806 |
|
|
747 |
|
|
744 |
|
|
764 |
|
|
769 |
|
|
755 |
|
|
763 |
|
|
776 |
|
|
|
|
(1) |
|
|
| |
Revenue includes the
following: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
SaaS |
$ |
47,884 |
|
|
$ |
49,108 |
|
|
$ |
47,799 |
|
|
$ |
48,121 |
|
|
$ |
47,266 |
|
|
$ |
47,870 |
|
|
$ |
49,323 |
|
|
$ |
50,530 |
|
| |
Advertising |
2,371 |
|
|
1,601 |
|
|
2,294 |
|
|
2,287 |
|
|
3,259 |
|
|
2,339 |
|
|
2,835 |
|
|
2,879 |
|
| |
Revenue |
$ |
50,255 |
|
|
$ |
50,709 |
|
|
$ |
50,093 |
|
|
$ |
50,408 |
|
|
$ |
50,525 |
|
|
$ |
50,209 |
|
|
$ |
52,158 |
|
|
$ |
53,409 |
|
|
|
|
(2) |
|
During the first quarter of fiscal 2017 we updated our
calculation of Adjusted EBITDA. As a result of this update prior
period stock compensation amounts have been updated to conform to
the current presentation. Under the new definition of Adjusted
EBITDA the capitalized portion of stock-based compensation related
to the capitalization of internal-use software is excluded from
stock-based expense. |
|
|
| |
|
Three Months Ended |
| |
|
Jan 31, |
|
Apr 30, |
|
Jul 31, |
|
Oct 31, |
|
Jan 31, |
|
Apr 30, |
|
Jul 31, |
|
Oct 31, |
| |
|
2016 |
|
2016 |
|
2016 |
|
2016 |
|
2017 |
|
2017 |
|
2017 |
|
2017 |
| |
Stock-based expense
includes the following: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Cost of
revenue |
$ |
585 |
|
|
$ |
503 |
|
|
$ |
344 |
|
|
$ |
486 |
|
|
$ |
475 |
|
|
$ |
429 |
|
|
$ |
567 |
|
|
$ |
618 |
|
| |
Sales and
marketing |
686 |
|
|
543 |
|
|
580 |
|
|
843 |
|
|
850 |
|
|
723 |
|
|
1,067 |
|
|
970 |
|
| |
Research
and development |
786 |
|
|
769 |
|
|
1,053 |
|
|
907 |
|
|
867 |
|
|
943 |
|
|
1,080 |
|
|
1,083 |
|
| |
General
and administrative |
1,705 |
|
|
1,787 |
|
|
1,967 |
|
|
2,003 |
|
|
1,797 |
|
|
2,015 |
|
|
2,108 |
|
|
1,856 |
|
| |
Stock-based
expense |
$ |
3,762 |
|
|
$ |
3,602 |
|
|
$ |
3,944 |
|
|
$ |
4,239 |
|
|
$ |
3,989 |
|
|
$ |
4,110 |
|
|
$ |
4,822 |
|
|
$ |
4,527 |
|
|
|
|
(3) |
|
During the first quarter of fiscal 2017 we updated our
calculation of Adjusted EBITDA. As a result of this update prior
period depreciation and amortization amounts have been updated to
conform to the current presentation. Our new definition of Adjusted
EBITDA includes amortization of capitalized internal-use software
development costs in depreciation and amortization. |
|
|
| |
Depreciation and
amortization includes the following: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Cost of
revenue |
$ |
2,559 |
|
|
$ |
2,619 |
|
|
$ |
2,592 |
|
|
$ |
2,600 |
|
|
$ |
2,601 |
|
|
$ |
2,613 |
|
|
$ |
2,580 |
|
|
$ |
2,595 |
|
| |
Sales and
marketing |
210 |
|
|
201 |
|
|
196 |
|
|
189 |
|
|
183 |
|
|
168 |
|
|
143 |
|
|
177 |
|
| |
Research
and development |
228 |
|
|
227 |
|
|
231 |
|
|
204 |
|
|
194 |
|
|
191 |
|
|
209 |
|
|
231 |
|
| |
General
and administrative |
206 |
|
|
219 |
|
|
250 |
|
|
229 |
|
|
226 |
|
|
235 |
|
|
246 |
|
|
276 |
|
| |
Amortization of acquired intangible assets |
309 |
|
|
309 |
|
|
309 |
|
|
310 |
|
|
309 |
|
|
309 |
|
|
309 |
|
|
310 |
|
| |
Depreciation and
amortization |
$ |
3,512 |
|
|
$ |
3,575 |
|
|
$ |
3,578 |
|
|
$ |
3,532 |
|
|
$ |
3,513 |
|
|
$ |
3,516 |
|
|
$ |
3,487 |
|
|
$ |
3,589 |
|
|
|
|
(4) |
|
In February 2016, the Company made the decision to suspend
sales of its BV Local product, reduce its cost structure to improve
operating efficiencies and align resources with its growth
strategies. Costs associated with these restructuring activities
include workforce reductions charges, and facilities charges
related to the loss recorded on the sub-lease of excess office
space at the Company's headquarters. |
| |
|
| |
In addition, in April 2017 the Company committed to a plan to
reduce its advertising sales expenses to better align with its
growth expectations and restructure the Company to reduce
organization layers and streamline operations. Costs
associated with these restructuring activities include severance
and related payroll tax. |
| |
|
| |
Management excludes these restructuring charges from Adjusted
EBITDA when reviewing the Company's operating results as the
charges do not represent normal, routine, cash operating expenses
necessary to operate our business. In addition, the timing of
restructuring charges, such as the ones described above, are
unpredictable and the amount of the charges vary significantly
across reporting periods and are not expected to continue
indefinitely. Management believes the exclusion of these charges
from the Company's non-GAAP measures allows investors to supplement
their understanding of the Company's short-term and long-term
financial trends as we believe the items excluded are not
indicative of our underlying ongoing and future performance. |
| |
|
|
(5) |
|
During the fourth quarter of fiscal 2017 the Company received
a $3.3 million Texas state sales tax refund related to prior years
open to audit for certain purchases that are integral to the
Company's products. |
| |
|
|
(6) |
|
Other stock-related benefit represents estimated liabilities
for taxes and related items in connection with the treatment of
certain equity grants. Since the estimated liability directly
relates to equity grants and as stock-based expenses are
consistently excluded from the non-GAAP financial measures, the
Company excluded these estimated liabilities. During the three
months ended October 31, 2016, the Company recorded a benefit of
$0.5 million due to a reduction in previously recorded estimated
tax liabilities that have exceeded the statute of limitations. This
benefit was partially offset by a $0.5 million liability related to
estimated employer contributions the Company expects to make on
behalf of its employees related to 401(k) deferrals on employee
stock-based compensation. During the three and six months ended
October 31, 2017, the Company recorded a benefit of $41 thousand
due to a reduction in previously recorded estimated tax liabilities
that have exceeded the statute of limitations. |
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|
|
(7) |
|
During the first quarter of fiscal 2017 we updated our
calculation of Adjusted EBITDA. As a result of this update prior
period depreciation and amortization and stock-based compensation
amounts have been updated to conform to the current presentation.
Our new definition of Adjusted EBITDA includes amortization of
capitalized internal-use software development costs in depreciation
and amortization and excludes capitalized stock-based compensation
related to internal-use software from stock-based expense. All
periods prior to the first fiscal quarter of 2017 discussed in this
press release or presented in the accompanying financial tables
have been revised to conform to this definition Adjusted
EBITDA. |
| |
|
|
(8) |
|
During the first quarter of fiscal 2018 we updated our
definition of full-time employees to exclude temporary contractors.
As a result of this update all prior period amounts have been
updated to conform to the current definition. |
|
|
|
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Bazaarvoice, Inc. (delisted) (NASDAQ:BV)
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Bazaarvoice, Inc. (delisted) (NASDAQ:BV)
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