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):
April
9, 2015
_________________________
CITRIX SYSTEMS, INC.
(Exact
Name of Registrant as Specified in Charter)
Delaware
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0-27084
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75-2275152
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(State or Other
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(Commission
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(IRS Employer
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Jurisdiction of
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File Number)
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Identification No.)
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Incorporation)
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851 West Cypress Creek Road
Fort Lauderdale, Florida
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33309
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (954)
267-3000
_________________________
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 (see General Instructions A.2.):
⃞
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))
Section 2-Financial Information
Item 2.02 Results of Operations and Financial Condition.
The information under this Item 2.02, including the Exhibit attached
hereto, is intended to be furnished and shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934 (the
“Exchange Act”) or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933 or the Exchange Act, except as expressly set
forth by specific reference in such filing.
On April 9, 2015, Citrix Systems, Inc. (“Citrix”) issued a press release
regarding preliminary financial results for the quarter ended March 31,
2015. A copy of the press release is attached hereto as Exhibit 99.1 and
is incorporated into this Item 2.02 by reference.
Section 9-Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
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Description
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99.1
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Press release dated April 9, 2015 of Citrix Systems, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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CITRIX SYSTEMS, INC.
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Date: April 9, 2015
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By:
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/s/ David J. Henshall
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Name:
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David J. Henshall
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Title:
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Executive Vice President, Chief Operating Officer and Chief
Financial Officer
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Exhibit Index
Exhibit No.
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Description
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99.1
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Press release dated April 9, 2015 of Citrix Systems, Inc.
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Exhibit 99.1
Citrix
Announces Preliminary Results for First Quarter of 2015
SANTA CLARA, Calif.--(BUSINESS WIRE)--April 9, 2015--Citrix Systems,
Inc. (NASDAQ:CTXS) today announced preliminary results for the first
quarter of fiscal year 2015 ended March 31, 2015.
Revenue for the quarter is expected to be in the range of $755 million
to $760 million, below the company’s guidance of $780 million to $790
million. Net income for the first quarter of fiscal year 2015 per
diluted share is expected to be in the range of $0.15 to $0.17 compared
to guidance of $0.20 to $0.22 per diluted share. Non-GAAP net income for
the first quarter of fiscal year 2015 per diluted share is expected to
be in the range of $0.63 to $0.65, compared to guidance of $0.70 to
$0.72 per diluted share. Non-GAAP net income per diluted share excludes
the effects of amortization of acquired intangible assets, stock-based
compensation expenses, charges related to amortization of debt discount
and restructuring programs as well as a benefit from a previously
disclosed patent lawsuit, and the tax effects related to these items.
“We are disappointed with our Q1 results, but fully committed to the
financial, operational and strategic initiatives announced last
quarter,” said Mark Templeton, president and CEO for Citrix. “We
underestimated the impact caused by our restructuring, organizational
evolution, and changes to our field and channel strategies, which were
the result of important decisions made to get the business ready for our
next phase of growth. Additionally, the increase in foreign exchange
volatility impacted results and customer-buying behavior to a larger
extent than anticipated in the quarter.
“We are continuing to optimize our business model and our focus on
improving margins remains unchanged.”
These preliminary, unaudited results are based on management’s initial
review of operations for the quarter ended March 31, 2015, and remains
subject to change based on management’s ongoing review of the first
quarter results.
Conference Call Information
Citrix will report final results for the first quarter of fiscal year
2015 in its regularly scheduled earnings release and conference call on
Wednesday, April 22, 2015 after market close. A news release will be
issued at approximately 4:05 p.m. ET and the conference call will begin
at 4:45 p.m. ET to discuss financial results, quarterly highlights and
business outlook. The call will include a slide presentation and
participants are encouraged to view the presentation via webcast at http://www.citrix.com/investors.
The conference call may also be accessed by dialing:
(888) 799-0519 or (706) 634-0155
Using passcode: CITRIX
A replay of the webcast will be available on the Investor Relations
section of the Citrix corporate website at http://www.citrix.com/investors
for approximately 30 days.
About Citrix
Citrix (NASDAQ:CTXS) is leading the transition to software-defining the
workplace, uniting virtualization, mobility management, networking and
SaaS solutions to enable new ways for businesses and people to work
better. Citrix solutions power business mobility through secure, mobile
workspaces that provide people with instant access to apps, desktops,
data and communications on any device, over any network and cloud. With
annual revenue in 2014 of $3.14 billion, Citrix solutions are in use at
more than 330,000 organizations and by over 100 million users globally.
Learn more at www.citrix.com.
For Citrix Investors
This release contains forward-looking statements which are made pursuant
to the safe harbor provisions of Section 27A of the Securities Act of
1933 and of Section 21E of the Securities Exchange Act of 1934. The
forward-looking statements in this release do not constitute guarantees
of future performance. Investors are cautioned that statements in this
press release, which are not strictly historical statements, including,
without limitation, statements by Citrix's president and chief executive
officer, statements regarding expected revenue and net income per
diluted share for the first quarter 2015, and statements regarding
management's plans, objectives and strategies, constitute
forward-looking statements. Such forward-looking statements are subject
to a number of risks and uncertainties that could cause actual results
to differ materially from those anticipated by the forward-looking
statements, including, without limitation, the identification of
adjustments to the preliminary results presented in this release upon
completion of the financial close process for the quarter; the impact of
the global economy and uncertainty in the IT spending environment; the
success and growth of the company's product lines, including
competition, demand and pricing dynamics and other transitions in the
markets for Citrix’s virtualization products and collaboration services;
the company’s ability to develop and commercialize new products and
services, including its enterprise mobility products, while growing its
established virtualization, networking and collaboration products and
services; disruptions to execution due to its restructuring programs,
changes and transitions in key personnel and succession risks; the
introduction of new products by competitors or the entry of new
competitors into the markets for Citrix's products and services; changes
in our revenue mix towards products and services with lower gross
margins; seasonal fluctuations in the company's business; failure to
execute Citrix's sales and marketing plans; failure to successfully
partner with key distributors, resellers, system integrators, service
providers and strategic partners and the company's reliance on and the
success of those partners for the marketing and distribution of the
company's products; the company's ability to maintain and expand its
business in small sized and large enterprise accounts; the size, timing
and recognition of revenue from significant orders; the success of
investments in its product groups, foreign operations and vertical and
geographic markets; the ability of Citrix to make suitable acquisitions
on favorable terms in the future; risks associated with Citrix's
acquisitions, including failure to further develop and successfully
market the technology and products of acquired companies, failure to
achieve or maintain anticipated revenues and operating performance
contributions from acquisitions, which could dilute earnings, the
retention of key employees from acquired companies, difficulties and
delays integrating personnel, operations, technologies and products,
disruption to our ongoing business and diversion of management's
attention from our ongoing business; the recruitment and retention of
qualified employees; risks in effectively controlling operating
expenses, including failure to achieve anticipated cost savings from the
restructuring programs and other cost reduction initiatives; ability to
effectively manage our capital structure and the impact of related
changes on our operating results and financial condition; the effect of
new accounting pronouncements on revenue and expense recognition; the
risks associated with securing data and maintaining security of our
networks and customer data stored by our services; failure to comply
with federal, state and international regulations; litigation and
disputes, including challenges to our intellectual property rights or
allegations of infringement of the intellectual property rights of
others; the inability to further innovate our technology or enter into
new businesses due to the intellectual property rights of others;
changes in the company's pricing and licensing models, promotional
programs and product mix, all of which may impact Citrix's revenue
recognition; charges in the event of a write-off or impairment of
acquired assets, underperforming businesses, investments or licenses;
international market readiness, execution and other risks associated
with the markets for Citrix's products and services; unanticipated
changes in tax rates, non-renewal of tax credits or exposure to
additional tax liabilities; risks of political and social turmoil; and
other risks detailed in the company's filings with the Securities and
Exchange Commission. Citrix assumes no obligation to update any
forward-looking information contained in this press release or with
respect to the announcements described herein.
Citrix® is a trademark or registered trademark of Citrix Systems, Inc.
and/or one or more of its subsidiaries, and may be registered in the
U.S. Patent and Trademark Office and in other countries. All other
trademarks and registered trademarks are the property of their
respective owners.
Reconciliation of Non-GAAP Financial Measures to Comparable U.S. GAAP
Measures
(Unaudited)
Pursuant to the requirements of Regulation G, the Company has provided a
reconciliation of each non-GAAP financial measure used in this earnings
release to the most directly comparable GAAP financial measure. These
measures differ from GAAP in that they exclude amortization primarily
related to acquired intangible assets and debt discount, stock-based
compensation expenses, charges associated with the Company’s
restructuring programs, significant litigation charges or benefits and
the related tax effect of those items. The Company's basis for these
adjustments is described below.
Management uses these non-GAAP measures for internal reporting and
forecasting purposes, when publicly providing its business outlook, to
evaluate the Company's performance and to evaluate and compensate the
Company's executives. The Company has provided these non-GAAP financial
measures in addition to GAAP financial results because it believes that
these non-GAAP financial measures provide useful information to certain
investors and financial analysts for comparison across accounting
periods not influenced by certain non-cash items that are not used by
management when evaluating the Company's historical and prospective
financial performance. In addition, the Company has historically
provided this or similar information and understands that some investors
and financial analysts find this information helpful in analyzing the
Company's operating margins, operating expenses and net income and
comparing the Company's financial performance to that of its peer
companies and competitors.
Management typically excludes the amounts described above when
evaluating the Company's operating performance and believes that the
resulting non-GAAP measures are useful to investors and financial
analysts in assessing the Company's operating performance due to the
following factors:
• The Company does not acquire businesses on a predictable cycle. The
Company, therefore, believes that the presentation of non-GAAP measures
that adjust for the impact of amortization and certain stock-based
compensation expenses and the related tax effects that are primarily
related to acquisitions, provide investors and financial analysts with a
consistent basis for comparison across accounting periods and,
therefore, are useful to investors and financial analysts in helping
them to better understand the Company's operating results and underlying
operational trends.
• Amortization costs and the related tax effects are fixed at the time
of an acquisition, are then amortized over a period of several years
after the acquisition and generally cannot be changed or influenced by
management after the acquisition.
• Although stock-based compensation is an important aspect of the
compensation of the Company's employees and executives, stock-based
compensation expense is generally fixed at the time of grant, then
amortized over a period of several years after the grant of the
stock-based instrument, and generally cannot be changed or influenced by
management after the grant.
• Under GAAP, certain convertible debt instruments that may be settled
in cash on conversion are required to be accounted for as separate
liability (debt) and equity (conversion option) components in a manner
that reflects the issuer’s non-convertible debt borrowing rate. The
difference between the imputed interest expense and the coupon interest
expense, net of the interest amount capitalized, is excluded from
management’s assessment of the company’s operating performance because
management believes that the exclusion of these charges will better help
investors and financial analysts understand the Company's operating
results and underlying operational trends.
• The charges incurred in conjunction with the Company's restructuring
programs, which relate to reductions in headcount and the consolidation
of leased facilities, are not anticipated to be ongoing costs; and,
thus, are outside of the normal operations of the Company's business.
The Company, therefore, believes that the exclusion of these charges
will better help investors and financial analysts understand the
Company's operating results and underlying operational trends as
compared to prior periods.
• Charges or benefits related to significant litigation are not
anticipated to be ongoing costs; and, thus, are outside of the normal
operations of the Company's business. These charges or benefits are
recorded in the period when it is probable a liability had been incurred
and the amount of loss can be reasonably estimated even though the
subject matter of the underlying dispute may relate to multiple or
different periods. As such, the Company believes that these expenses do
not accurately reflect the underlying performance of continuing
operations for the period in which they are incurred.
These non-GAAP financial measures are not prepared in accordance with
accounting principles generally accepted in the United States ("GAAP")
and may differ from the non-GAAP information used by other companies.
There are significant limitations associated with the use of non-GAAP
financial measures. The additional non-GAAP financial information
presented here should be considered in conjunction with, and not as a
substitute for or superior to, the financial information presented in
accordance with GAAP (such as net income and earnings per share) and
should not be considered measures of the Company's liquidity.
Furthermore, the Company in the future may exclude amortization
primarily related to newly acquired intangible assets and debt discount,
additional charges related to its restructuring programs, significant
litigation charges or benefits and the related tax effects from
financial measures that it releases, and the Company expects to continue
to incur stock-based compensation expenses.
CITRIX SYSTEMS, INC.
Non-GAAP Financial Measures Reconciliation
(unaudited)
The following table shows the non-GAAP financial measures used in this
press release reconciled to the most directly comparable GAAP financial
measures.
Reconciliation of Expected Non-GAAP Diluted Earnings per Share
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For the Three Months Ended
March 31,
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2015
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GAAP earnings per share – diluted
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$0.15 to $0.17
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Add: adjustments to exclude the effects of amortization of
intangible assets
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0.17
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Add: adjustments to exclude the effects of expenses related to
stock-based compensation
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0.21
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Add: adjustments to exclude the effects of amortization of debt
discount
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0.05
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Add: adjustments to exclude the effects of restructuring charges
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0.21
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Less: benefit related to a previously disclosed patent lawsuit
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(0.01)
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Less: tax effects related to above items
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(0.13) to (0.17)
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Non-GAAP earnings per share – diluted
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$0.63 to $0.65
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CONTACT:
Citrix Systems, Inc.
For media inquiries, contact:
Eric
Armstrong, 954-267-2977
eric.armstrong@citrix.com
or
For
investor inquiries, contact:
Eduardo Fleites, 954-229-5758
eduardo.fleites@citrix.com
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