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8-K - FORM 8-K - PAGEFLEX INC.d353885d8k.htm

Exhibit 99.1

Marlborough Software Development Holdings Inc. Reports First Quarter Results for 2012

The Company reported a net loss of $3,220,000 or $0.30 per share on revenue of $1,768,000 for the first quarter.

MARLBOROUGH, Mass.—(Business Wire)—May 15, 2012—Marlborough Software Development Holdings Inc. (“MSDH”) (OTCBB: MBGH) today reported that revenue decreased by $494,000 or 22% to $1,768,000 for the three months ended March 31, 2012 as compared to total revenue of $2,262,000 for the three months ended March 31, 2011. The Company’s cash balance at March 31, 2012 totaled $5,558,000, an increase of $5,007,000 from a balance of $551,000 at December 31, 2011.

GAAP Loss

Our loss from operations increased $1,339,000 to $3,142,000 for the three months ended March 31, 2012, as compared to $1,803,000 for the three months ended March 31, 2011. Our net loss increased $1,400,000 to $3,220,000 or $0.30 per share for the three months ended March 31, 2012, as compared to $1,820,000 or $0.17 per share for the three months ended March 31, 2011.

Non-GAAP Loss

Our non-GAAP results exclude stock-based compensation expense, as well as the amortization of intangible assets primarily acquired from Press-Sense Ltd., and include MSDH expenses charged to Bitstream Inc. via our management fee agreement or allocated to Bitstream Inc. via our allocation methodology. Our non-GAAP loss from operations increased $334,000 to $2,441,000 for the three months ended March 31, 2012, as compared to $2,107,000 for the three months ended March 31, 2011. Our non-GAAP net loss increased $395,000 to $2,519,000 or $0.23 per share for the three months ended March 31, 2012, as compared to $2,124,000 or $0.20 per share for the three months ended March 31, 2011. A reconciliation between GAAP and non-GAAP results is provided at the end of this press release.

Commenting on these results, Pinhas Romik, President and Chief Executive Officer, noted that “the three months ended March 31, 2012 was a transitional period for us, one in which we were separated from Bitstream Inc. (“Bitstream” or our former “Parent”) as the result of the distribution of our common stock to Bitstream shareholders on March 14, 2012, following which Bitstream merged with Monotype Imaging Inc. on March 19, 2012. So we have only recently been a fully independent company. At this point we believe the distraction and disruption to our business caused by the separation is primarily behind us.”

“As expected, revenue for the first quarter was down from the previous year. We believe that this is due in part to the distraction caused by the separation and merger transactions. In addition, based on previous experience we believe that the lower level of sales activity in the first quarter may be because print shops, currently our primary market, delayed investing in print-related hardware and software until the Drupa exposition, which takes place during May 2012. Drupa is the largest print industry trade show and is held every four years in Dusseldorf, Germany.”

“The first quarter of this year has been a time of rebuilding and expansion for Pageflex. We have made significant progress in our efforts to expand the distribution of our products into international markets by opening offices in Brazil and in Eastern Europe. In addition, we have added additional distributors to our international network of distribution partners. Finally, our international efforts


have been aided by the globalization of our entire product line, including the localization of our software in ten languages. These new software versions will be released this summer. Together, these efforts will broaden our product distribution to new regions” said Mr. Romik.

Forward Looking Statements Disclosure

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based on management’s current expectations. Forward-looking statements can be identified by the use of the words “may,” “will,” “should,” “could,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “intends,” “potential,” “proposed,” or “continue” or the negative of those terms. Actual performance and results of operations may differ materially from those projected or suggested in the forward-looking statements due to certain risks and uncertainties, including, without limitation, market acceptance of the Company’s products, competition and the timely introduction of new products. Additional information concerning certain risks and uncertainties that would cause actual results to differ materially from those projected or suggested in the forward-looking statements is contained in the Company’s filings with the Securities and Exchange Commission, including MSDH’s Annual Report on Form 10-K for the year ended December 31, 2011, as supplemented by MSDH’s subsequent quarterly reports on Form 10-Q in 2012. We undertake no obligation to update or supplement forward-looking statements that become untrue because of subsequent events, new information or otherwise after the date of this document.

Use of Non-GAAP Financial Information

To supplement the financial measures presented in the Company’s press release in accordance with accounting principles generally accepted in the United States (“GAAP”), the Company also presents non-GAAP measures relating to income or loss from operations, net income or loss and net income or loss per diluted share which were adjusted from amounts determined based on GAAP to exclude share-based compensation expenses, as well as expenses from the amortization of intangible assets primarily acquired from Press-sense Ltd. , and include non-transaction related MSDH expenses charged to Bitstream Inc. via our management fee agreement or allocated to Bitstream Inc. via our allocation methodology as discussed further in our Form 10-K filed March 30, 2012.

The Company believes these non-GAAP financial measures will enhance the reader’s overall understanding of MSDH’s current financial performance and the Company’s prospects for the future by providing a higher degree of transparency for certain financial measures and providing a level of disclosure that helps investors understand how the Company plans and measures its own business. These financial measures are not in accordance with GAAP, should not be considered an alternative for measures prepared in accordance with GAAP, and may have limitations in that they do not reflect all of MSDH’s results of operations as determined in accordance with GAAP.

These non-GAAP measures should only be used to evaluate MSDH’s results of operations in conjunction with the corresponding GAAP measures. The presentation of non-GAAP information is not meant to be considered superior to, in isolation from, or as a substitute for results prepared in accordance with GAAP.

About Marlborough Software Development Holdings Inc. (“MSDH”)

MSDH’s Pageflex brand enables companies across the globe to communicate their marketing messages more easily and effectively. The award-winning Pageflex product line sets the standard for excellence and innovation in targeted marketing and brand management. Pageflex offers the ability to personalize any form of communication in print, e-mail, or on the Web. Pageflex pioneered the concepts of variable data and web-to-print storefronts, and has expanded to offer software for multi-channel


campaign management, dynamic publishing, and back-end production automation. Pageflex solutions use the patented Pageflex variable publishing engine and Adobe® InDesign®. For more information visit www.pageflex.com.


Marlborough Software Development Holdings Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(In Thousands, Except Per Share Data)

(unaudited)

 

     Three Months Ended
March 31,
 
     2012     2011  

Revenue:

    

Software licenses

   $ 416      $ 763   

Services

     1,352        1,499   
  

 

 

   

 

 

 

Total revenue

     1,768        2,262   
  

 

 

   

 

 

 

Cost of revenue:

    

Software licenses

     202        176   

Services

     524        460   
  

 

 

   

 

 

 

Total cost of revenue

     726        636   
  

 

 

   

 

 

 

Gross profit

     1,042        1,626   
  

 

 

   

 

 

 

Operating expenses:

    

Marketing and selling

     1,067        877   

Research and development

     1,885        1,801   

General and administrative

     1,232        751   
  

 

 

   

 

 

 

Total operating expenses

     4,184        3,429   
  

 

 

   

 

 

 

Operating loss

     (3,142     (1,803

Interest and other (expense) income, net

     (26     6   
  

 

 

   

 

 

 

Loss before provision for income taxes

     (3,168     (1,797

Provision for income taxes

     52        23   
  

 

 

   

 

 

 

Net loss

   $ (3,220   $ (1,820
  

 

 

   

 

 

 

Basic and diluted net loss per share

   $ (0.30   $ (0.17
  

 

 

   

 

 

 

Basic and diluted weighted average shares outstanding

     10,752        10,752   
  

 

 

   

 

 

 


Marlborough Software Development Holdings Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In Thousands)

 

     March 31,
2012
     December 31,
2011
 
     (unaudited)         

ASSETS

     

Current assets:

     

Cash

   $ 5,558       $ 551   

Accounts receivable, net

     473         628   

Prepaid expenses and other current assets

     821         394   
  

 

 

    

 

 

 

Total current assets

     6,852         1,573   

Property and equipment, net

     1,412         1,355   

Other

     423         238   

Goodwill

     3,297         3,297   

Intangible assets, net

     2,971         3,070   
  

 

 

    

 

 

 

Total assets

   $ 14,955       $ 9,533   
  

 

 

    

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

     

Current liabilities:

     

Accounts payable

   $ 446       $ 169   

Accrued payroll and other compensation

     856         775   

Other accrued expenses

     539         388   

Short-term deferred revenue

     2,223         2,200   
  

 

 

    

 

 

 

Total current liabilities

     4,064         3,532   

Long-term deferred revenue

     559         526   

Long-term deferred rent

     498         506   
  

 

 

    

 

 

 

Total liabilities

     5,121         4,564   
  

 

 

    

 

 

 

Total stockholders’ equity

     9,834         4,969   
  

 

 

    

 

 

 

Total liabilities and stockholders’ equity

   $ 14,955       $ 9,533   
  

 

 

    

 

 

 


Marlborough Software Development Holdings Inc. and Subsidiaries

Non-GAAP Results

(In Thousands, Except Per Share Data)

(unaudited)

The following table shows MSDH’s non-GAAP results reconciled to GAAP results included in this release.

 

     Three Months Ended
March  31,
 
     2012     2011  

Operating loss:

    

GAAP operating loss

   $ (3,142   $ (1,803

Stock-based compensation

     1,420        136   

Amortization of intangible assets

     99        102   

Management fee and allocation to former Parent

     (818     (542
  

 

 

   

 

 

 

Non-GAAP operating loss

   $ (2,441   $ (2,107
  

 

 

   

 

 

 

Net loss:

    

GAAP net loss

   $ (3,220   $ (1,820

Stock-based compensation

     1,420        136   

Amortization of intangible assets

     99        102   

Management fee and allocation to former Parent

     (818     (542
  

 

 

   

 

 

 

Non-GAAP net loss

   $ (2,519   $ (2,124
  

 

 

   

 

 

 

Net loss per share:

    

GAAP net loss per share

   $ (0.30   $ (0.17

Stock-based compensation per share

     0.13        0.01   

Amortization of intangible assets per share

     0.01        0.01   

Management fee and allocation to former Parent

     (0.07     (0.05
  

 

 

   

 

 

 

Non-GAAP net loss per share

   $ (0.23   $ (0.20
  

 

 

   

 

 

 

For the three months ended March 31, 2012 and 2011, net loss per share is based on 10,752,000 weighted average shares outstanding. GAAP and Non-GAAP amounts for the three months ended March 31, 2012 exclude $2,254,000 in Separation, Distribution, and Merger costs which were incurred by MSDH and subsequently charged to Bitstream Inc. via a management fee agreement.