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8-K - FORM 8-K - Bazaarvoice Incq22016form8-kearningsrelea.htm
Exhibit 99.1

Bazaarvoice, Inc. Announces its Financial Results for the Second Fiscal Quarter of 2016, Appoints New Chief Revenue Officer
Second fiscal quarter highlights include:
 
Delivered Q2 revenue from continuing operations of $49.9 million, up 5% from the same period a year ago
Achieved positive Adjusted EBITDA from continuing operations of $1.1 million as compared to a loss of $1.8 million in the same period a year ago
Improved GAAP net loss from continuing operations to $4.9 million from a loss of $9.9 million in the same period a year ago
Achieved positive operating cash flow of $13.6 million
AUSTIN, Texas, December 2, 2015 (GLOBE NEWSWIRE) — Bazaarvoice, Inc. (Nasdaq:BV), the world's largest network of active shoppers, reported its financial results for the second fiscal quarter ended October 31, 2015. In addition, Bazaarvoice announced the appointment of Elizabeth “Liz” Ritzcovan to Chief Revenue Officer effective December 7th.
“We delivered strong financial results for the second quarter despite a disappointing performance in our advertising business,” said Gene Austin, chief executive officer and president. “We continue to invest in client satisfaction and new product innovation to provide a strong foundation for our core business while also tapping into new opportunities for growth.”
Second Fiscal Quarter of 2016 Financial Details
The divestiture of PowerReviews was completed on July 2, 2014. The terms of the transaction were approved by the Department of Justice on June 26, 2014. As a result, PowerReviews revenues, related expenses and loss on disposal, net of tax, are components of “Loss from discontinued operations, net of tax” in the Condensed Consolidated Statements of Operations since our fourth fiscal quarter of 2014 and for all comparative fiscal quarters presented. The Statement of Cash Flows is reported on a combined basis without separately presenting cash flows from discontinued operations for all periods presented.
Summary data below describes results from continuing operations and excludes results from discontinued operations.
Revenue from continuing operations: Bazaarvoice reported revenue of $49.9 million for the second fiscal quarter of 2016, up 5% from the second fiscal quarter of 2015, which consisted of SaaS revenue of $47.6 million and net advertising revenue, formerly referred to as media revenue, of $2.3 million.
Adjusted EBITDA from continuing operations: Adjusted EBITDA for the second fiscal quarter of 2016 was $1.1 million, a significant improvement compared with a loss of $1.8 million for the second fiscal quarter of 2015.
GAAP net loss and net loss per share from continuing operations: GAAP net loss was $4.9 million, compared to a GAAP net loss of $9.9 million for the second fiscal quarter of 2015. GAAP net loss per share was $0.06 based upon weighted average shares outstanding of 80.7 million, compared to a loss of $0.13 for the second fiscal quarter of 2015 based upon weighted average shares outstanding of 78.3 million.
Non-GAAP net loss and net loss per share from continuing operations: Non-GAAP net loss was $0.2 million, compared to a non-GAAP net loss of $3.8 million for the second fiscal quarter of 2015. Non-GAAP net loss per share was $0.00 based upon weighted average shares outstanding of 80.7 million, compared to a net loss of $0.05 for the second fiscal quarter of 2015 based upon weighted average shares outstanding of 78.3 million.
Clients: The number of active clients at the end of the second fiscal quarter of 2016 was 1,360 and the number of network clients at the end of the second fiscal quarter of 2016 was over 4,500. Annualized SaaS revenue per average active client for the second fiscal quarter of 2016 was approximately $141,000.




Appointment of New Chief Revenue Officer
Bazaarvoice announced today the appointment of Elizabeth “Liz” Ritzcovan to Chief Revenue Officer effective December 7th. Reporting to Gene Austin, Ritzcovan will be responsible for overall leadership of Bazaarvoice’s global field sales organization, including direct sales, market development, sales operations, pre-sales solution consulting and business development.
Ritzcovan brings to Bazaarvoice more than 20 years of print, digital media and software sales experience with industry leading organizations. Most recently, Ritzcovan served as the global chief revenue officer at Sizmek, a leading open ad management platform company for multiscreen campaigns, a role preceded by her tenure as chief revenue officer at Parade Media Group. Prior to that she served as vice president, strategy and marketing solutions at Yahoo!, Inc. and earlier served as vice president, corporate sales and marketing, digital, for Time, Inc. Ritzcovan started her career in print media, where she held a number of roles with Conde Nast Publications, Miller Publishing and H & H Publishing.
Active Clients
We define an active client as an organization for which we have a contract and the client is launched as of the last day of the quarter, and we count organizations that are closely related as one client, even if they have signed separate contractual agreements. 
Network Clients
We define a network client as an organization that does not have recurring revenue. We count organizations that are closely related as one client, even if they have signed separate contractual agreements. We believe that our network client base in combination with our active client base is an indicator of the reach of our network.
Quarterly Conference Call
Bazaarvoice will host a conference call today at 4:30 p.m. Eastern Time to review the Company’s financial results for the second fiscal quarter of 2016. To access this call, dial (877) 407-3982 from the United States or (201) 493-6780 internationally with conference ID 13622758. A live webcast of the conference call can be accessed from the investor relations page of Bazaarvoice’s company website at investors.bazaarvoice.com. Following the completion of the call, a recorded replay will be available on the Company’s website, and a telephone replay will be available through December 16, 2015 by dialing (877) 870-5176 from the United States or (858) 384-5517 internationally with recording access code 13622758.
About Bazaarvoice
Bazaarvoice is the world's largest network of active shoppers, connecting more than one-half billion consumers to thousands of retailers and brands that represent tens of millions of products and services. Online, in-store, and on mobile devices, Bazaarvoice's technology platform engages consumers, increases sales, and protects loyalty through authentic ratings and reviews, Q&A, and brand-relevant photos, videos, and social posts. Interactions across the Bazaarvoice network yield insights on past, present, and future shopping behavior, enabling marketers to identify competitive advantage. For more information, visit http://www.bazaarvoice.com, read the blog at www.bazaarvoice.com/blog, and follow on Twitter at www.twitter.com/bazaarvoice.
Non-GAAP Financial Measures
Adjusted EBITDA for continuing operations discussed in this press release is defined as our GAAP net loss from continuing operations adjusted for stock-based expense, contingent consideration related to acquisition, adjusted depreciation and amortization (which excludes amortization of capitalized internal-use software development costs), integration and other costs related to acquisitions, other non-business costs and benefits, income tax expense and other (income) expense, net.
Adjusted EBITDA for discontinued operations presented in the accompanying financial tables is defined as our GAAP net loss from discontinued operations adjusted for stock-based expense, adjusted depreciation and amortization (which excludes amortization of capitalized internal-use software development costs), impairment of acquired intangibles, integration and other costs related to the acquisition and the divestiture of PowerReviews, estimated loss on disposal of discontinued operations, other non-business costs and benefits, income tax expense and other (income) expense, net.

Non-GAAP net loss for continuing operations, which is used to calculate non-GAAP net loss per share for continuing operations, is defined as our GAAP net loss from continuing operations, adjusted to exclude stock-based expense, contingent consideration related to acquisition, amortization of acquired intangible assets, integration and other costs related to acquisitions, and other non-business costs and benefits along with the associated income tax effect of these adjustments.




Non-GAAP net loss for discontinued operations, which is used to calculate non-GAAP net loss per share for discontinued operations, is defined as our GAAP net loss from discontinued operations adjusted to exclude stock-based expense, amortization of acquired intangible assets, impairment of acquired intangibles, integration and other costs related to the acquisition and divestiture of PowerReviews, estimated loss on disposal of discontinued operations and other non-business costs and benefits along with the associated income tax effect of these adjustments.
Management presents these non-GAAP financial measures because it considers them to be important supplemental measures of core operating performance. Further, management has presented these non-GAAP financial measures separately for discontinued operations as it may prove useful to securities analysts and investors in evaluating the impact of the divestiture of PowerReviews on the Company’s continuing 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, statements about investments in client satisfaction and product innovation, providing a strong foundation for the core business and tapping into new opportunities for growth and other statements about management’s beliefs, intentions or goals. 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, our expectations regarding our revenue, expenses, sales and operations; our limited operating history; our ability to operate in a new and unproven market; our ability to effectively manage growth; our ability to develop and launch new products; risks associated with the uncertainty of market acceptance of our new products; our ability to retain our existing customers and satisfy their obligations and needs and upsell to existing clients; our ability to maintain pricing for our products and services, our ability to manage expansion into international markets and new vertical industries; risks and challenges associated with international sales; our ability to successfully identify, manage and integrate potential acquisitions; the impact of the Department of Justice stipulation regarding PowerReviews on our business; 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, 2015 as filed with the Securities and Exchange Commission on June 25, 2015. Additional information will also be set forth in our future 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 Relations Contact:
Linda Wells
Bazaarvoice, Inc.
415-872-3612
linda.wells@bazaarvoice.com

Media Contact:
Andy North
Bazaarvoice, Inc.
512-551-6502
andy.north@bazaarvoice.com




Bazaarvoice, Inc.
Condensed Consolidated Balance Sheets
(in thousands)
(unaudited)
 
October 31,
2015
 
April 30,
2015
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
58,072

 
$
54,041

Short-term investments
51,942

 
52,730

Accounts receivable, net
37,529

 
49,532

Prepaid expenses and other current assets
7,595

 
12,977

Total current assets
155,138

 
169,280

Property, equipment and capitalized internal-use software development costs, net
25,330

 
19,054

Goodwill
139,155

 
139,155

Acquired intangible assets, net
10,552

 
11,498

Other non-current assets
4,784

 
3,974

Total assets
$
334,959

 
$
342,961

Liabilities and stockholders’ equity
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
7,543

 
$
3,539

Accrued expenses and other current liabilities
21,304

 
27,397

Deferred revenue
56,735

 
60,400

Total current liabilities
85,582

 
91,336

Long-term liabilities:
 
 
 
Revolving line of credit
57,000

 
57,000

Deferred revenue less current portion
2,346

 
2,530

Other liabilities, long-term
3,693

 
712

Total liabilities
148,621

 
151,578

Commitments and contingencies

 

Stockholders’ equity:
 
 
 
Common stock
8

 
8

Additional paid-in capital
428,632

 
418,509

Accumulated other comprehensive loss
(710
)
 
(638
)
Accumulated deficit
(241,592
)
 
(226,496
)
Total stockholders’ equity
186,338

 
191,383

Total liabilities and stockholders’ equity
$
334,959

 
$
342,961





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,
 
2015
 
2014
 
2015
 
2014
Revenue
$
49,926

 
$
47,325

 
$
98,802

 
$
93,302

Cost of revenue
19,146

 
17,414

 
38,694

 
33,770

Gross profit
30,780

 
29,911

 
60,108

 
59,532

Operating expenses:
 
 
 
 
 
 
 
Sales and marketing
16,502

 
18,931

 
35,668

 
39,926

Research and development
10,354

 
9,306

 
20,887

 
19,036

General and administrative
7,643

 
8,100

 
15,881

 
15,993

Acquisition-related and other
224

 
2,326

 
926

 
2,818

Amortization of acquired intangible assets
310

 
310

 
619

 
619

Total operating expenses
35,033

 
38,973

 
73,981

 
78,392

Operating loss
(4,253
)
 
(9,062
)
 
(13,873
)
 
(18,860
)
Other income (expense), net:
 
 
 
 
 
 
 
Interest income
74

 
10

 
151

 
16

Interest expense
(461
)
 
(250
)
 
(1,032
)
 
(482
)
Other expense
(88
)
 
(348
)
 
(306
)
 
(620
)
Total other expense, net
(475
)
 
(588
)
 
(1,187
)
 
(1,086
)
Loss from continuing operations before income taxes
(4,728
)
 
(9,650
)
 
(15,060
)
 
(19,946
)
Income tax expense
124

 
258

 
36

 
270

Net loss from continuing operations
$
(4,852
)
 
$
(9,908
)
 
$
(15,096
)
 
$
(20,216
)
Loss from discontinued operations, net of tax

 

 

 
(1,257
)
Net loss applicable to common stockholders
$
(4,852
)
 
$
(9,908
)
 
$
(15,096
)
 
$
(21,473
)
Net loss per share applicable to common stockholders:
 
 
 
 
 
 
 
Continuing operations
$
(0.06
)
 
$
(0.13
)
 
$
(0.19
)
 
$
(0.26
)
Discontinued operations

 

 

 
(0.02
)
Basic and diluted loss per share
$
(0.06
)
 
$
(0.13
)
 
$
(0.19
)
 
$
(0.28
)
Basic and diluted weighted average number of shares outstanding
80,678

 
78,280

 
80,426

 
78,023





Bazaarvoice, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
 
Three Months Ended October 31,
 
Six Months Ended October 31,
 
2015
 
2014
 
2015
 
2014
Operating activities:
 
 
 
 
 
 
 
Net loss
$
(4,852
)
 
$
(9,908
)
 
$
(15,096
)
 
$
(21,473
)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
 
 
 
 
 
 
 
Depreciation and amortization expense
3,334

 
3,240

 
6,978

 
6,050

Loss on disposal of discontinued operations, net of tax

 

 

 
1,537

Stock-based expense
3,909

 
3,343

 
7,958

 
6,589

Bad debt expense
(24
)
 
622

 
61

 
1,223

Excess tax benefit related to stock-based expense

 

 

 
(1
)
Amortization of deferred financing costs
59

 

 
118

 

Other non-cash expense
(6
)
 
60

 
45

 
229

Changes in operating assets and liabilities:
 
 
 
 
 
 
 
Accounts receivable
13,018

 
(2,591
)
 
11,942

 
(2,156
)
Prepaid expenses and other current assets
1,025

 
(363
)
 
977

 
(508
)
Other non-current assets
(616
)
 
114

 
(930
)
 
(205
)
Accounts payable
2,957

 
247

 
2,149

 
455

Accrued expenses and other current liabilities
(1,846
)
 
1,033

 
(6,008
)
 
(1,355
)
Deferred revenue
(6,348
)
 
(4,143
)
 
(3,850
)
 
(1,794
)
Other liabilities, long-term
2,956

 
(387
)
 
2,960

 
(736
)
Net cash provided by (used in) operating activities
13,566

 
(8,733
)
 
7,304

 
(12,145
)
Investing activities:
 
 
 
 
 
 
 
Proceeds from sale of discontinued operations

 

 
4,501

 
25,500

Purchases of property, equipment and capitalized internal-use software development costs
(7,412
)
 
(2,958
)
 
(10,455
)
 
(6,238
)
Decrease in restricted cash

 
(500
)
 

 
(500
)
Purchases of short-term investments
(24,700
)
 
(2,189
)
 
(39,855
)
 
(41,047
)
Proceeds from maturities of short-term investments
22,345

 
16,360

 
40,517

 
28,015

Proceeds from sale of short-term investments

 
5,012

 

 
5,012

Net cash provided by (used in) investing activities
(9,767
)
 
15,725

 
(5,292
)
 
10,742

Financing activities:
 
 
 
 
 
 
 
Proceeds from employee stock compensation plans
1,012

 
1,643

 
2,113

 
2,799

Excess tax benefit related to stock-based expense

 

 

 
1

Net cash provided by financing activities
1,012

 
1,643

 
2,113

 
2,800

Effect of exchange rate fluctuations on cash and cash equivalents
(189
)
 
(484
)
 
(94
)
 
(476
)
Net change in cash and cash equivalents
4,622

 
8,151

 
4,031

 
921

Cash and cash equivalents at beginning of period
53,450

 
24,704

 
54,041

 
31,934

Cash and cash equivalents at end of period
$
58,072

 
$
32,855

 
$
58,072

 
$
32,855

Supplemental disclosure of other cash flow information:
 
 
 
 
 
 
 
Cash paid for income taxes, net of refunds
$
180

 
$
256

 
$
515

 
$
717

Cash paid for interest
$
533

 
$
229

 
$
1,075

 
$
451

Supplemental disclosure of non-cash investing and financing activities:
 
 
 
 
 
 
 
Purchase of fixed assets recorded in accounts payable
$
1,859

 
$

 
$
1,859

 
$





Bazaarvoice, Inc.
Reconciliation of GAAP to Non-GAAP Financial Measures for Continuing Operations
(in thousands, except net loss per share data)
(unaudited)
 
Three Months Ended October 31,
 
Six Months Ended October 31,
 
2015
 
2014
 
2015
 
2014
Non-GAAP net loss and net loss per share from continuing operations:
 
 
 
 
 
 
 
GAAP net loss from continuing operations
$
(4,852
)
 
$
(9,908
)
 
$
(15,096
)
 
$
(20,216
)
Stock-based expense (1)
3,909

 
3,343

 
7,958

 
6,465

Amortization of acquired intangible assets
472

 
472

 
945

 
945

Acquisition-related and other expense
224

 
2,326

 
926

 
2,818

Other stock-related benefit (3)

 

 

 
(430
)
   Income tax adjustment for non-GAAP items

 
1

 

 
1

Non-GAAP net loss from continuing operations
$
(247
)
 
$
(3,766
)
 
$
(5,267
)
 
$
(10,417
)
GAAP basic and diluted shares
80,678

 
78,280

 
80,426

 
78,023

Non-GAAP basic and diluted net loss per share from continuing operations
$
0.00

 
$
(0.05
)
 
$
(0.07
)
 
$
(0.13
)
Adjusted EBITDA from continuing operations:
 
 
 
 
 
 
 
GAAP net loss from continuing operations
$
(4,852
)
 
$
(9,908
)
 
$
(15,096
)
 
$
(20,216
)
Stock-based expense (1)
3,909

 
3,343

 
7,958

 
6,465

Adjusted depreciation and amortization (2)
1,255

 
1,598

 
2,855

 
2,932

Acquisition-related and other expense
224

 
2,326

 
926

 
2,818

Other stock-related benefit (3)

 

 

 
(430
)
Income tax expense
124

 
258

 
36

 
270

Total other expense, net
475

 
588

 
1,187

 
1,086

Adjusted EBITDA from continuing operations
$
1,135

 
$
(1,795
)
 
$
(2,134
)
 
$
(7,075
)
(1)
Stock-based expense includes the following:
 
 
 
 
 
 
 
Cost of revenue
$
607

 
$
458

 
$
1,079

 
$
772

Sales and marketing
643

 
1,162

 
1,727

 
2,106

Research and development
920

 
522

 
1,677

 
1,169

General and administrative
1,739

 
1,201

 
3,475

 
2,418

Stock-based expense
$
3,909

 
$
3,343

 
$
7,958

 
$
6,465

(2)
Adjusted depreciation and amortization includes the following:
 
 
 
 
 
 
 
Cost of revenue
$
401

 
$
481

 
$
915

 
$
908

Sales and marketing
197

 
303

 
546

 
561

Research and development
175

 
242

 
384

 
441

General and administrative
171

 
262

 
391

 
403

Amortization of acquired intangible assets
311

 
310

 
619

 
619

Adjusted depreciation and amortization
$
1,255

 
$
1,598

 
$
2,855

 
$
2,932

(3) Other stock-related expense represents an estimated liability for taxes and related items in connection with the treatment of certain stock option grants. Since the estimated liability directly relates to stock option grants and as stock-based expenses are consistently excluded from the non-GAAP financial measures, the Company excluded this estimated liability. During the six months ended October 31, 2014, the Company recorded a benefit of $0.4 million due to a reduction of this estimated liability. Other stock-related expense includes the following:
General and administrative
$

 
$

 
$

 
$
(430
)
Other stock-related expense
$

 
$

 
$

 
$
(430
)




Bazaarvoice, Inc.
Reconciliation of GAAP to Non-GAAP Financial Measures for Discontinued Operations
(in thousands, except net loss per share data)
(unaudited)
 
Three Months Ended October 31,
 
Six Months Ended October 31,
 
2015
 
2014
 
2015
 
2014
Non-GAAP net income and net earnings per share from discontinued operations:
 
 
 
 
 
 
 
GAAP net loss from discontinued operations
$

 
$

 
$

 
$
(1,257
)
Stock-based expense (1)

 

 

 
124

Acquisition-related, divestiture-related and other expenses

 

 

 
682

Loss on disposal of discontinued operations, net of tax (2)

 

 

 
1,537

Non-GAAP net income from discontinued operations
$

 
$

 
$

 
$
1,086

GAAP basic weighted average shares outstanding
 
 
 
 
 
 
78,023

GAAP diluted weighted average shares outstanding
 
 
 
 
 
 
79,130

Non-GAAP basic earnings per share from discontinued operations
$

 
$

 
$

 
$
0.01

Non-GAAP diluted earnings per share from discontinued operations
$

 
$

 
$

 
$
0.01

Adjusted EBITDA from discontinued operations:
 
 
 
 
 
 
 
GAAP net loss from discontinued operations
$

 
$

 
$

 
$
(1,257
)
Stock-based expense (1)

 

 

 
124

Acquisition-related, divestiture-related and other expenses

 

 

 
682

Income tax expense (benefit)

 

 

 
23

Estimated loss on disposal of discontinued operations, net of tax (2)

 

 

 
1,537

Adjusted EBITDA from discontinued operations
$

 
$

 
$

 
$
1,109

(1)
Stock-based expense includes the following:
 
 
 
 
 
 
 
Cost of revenue
$

 
$

 
$

 
$
115

Research and development

 

 

 
4

General and administrative

 

 

 
5

Adjusted depreciation and amortization
$

 
$

 
$

 
$
124

(2) On July 2, 2014, the Company completed the sale of PowerReviews for a total cash consideration of $30.0 million. Of the $30.0 million sales price, $4.5 million was placed into escrow as partial security for the Company's indemnification obligations. The Company recognized a loss on the disposal of PowerReviews of $1.5 million for the six months ended October 31, 2014.





Bazaarvoice, Inc.
Selected Quarterly Financial and Operational Metrics for Continuing and Discontinued Operations
(in thousands, except active enterprise 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,
 
2014
 
2014
 
2014
 
2014
 
2015
 
2015
 
2015
 
2015
Continuing Operations:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenue (1)
$
43,600

 
$
43,078

 
$
45,977

 
$
47,325

 
$
49,562

 
$
48,317

 
$
48,876

 
$
49,926

Cost of revenue
13,758

 
14,522

 
16,356

 
17,414

 
17,988

 
18,148

 
19,548

 
19,146

Gross profit
29,842

 
28,556

 
29,621

 
29,911

 
31,574

 
30,169

 
29,328

 
30,780

Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Sales and marketing
20,765

 
23,884

 
20,995

 
18,931

 
18,020

 
20,427

 
19,166

 
16,502

Research and development
9,036

 
9,832

 
9,730

 
9,306

 
8,779

 
9,880

 
10,533

 
10,354

General and administrative
7,674

 
6,521

 
7,893

 
8,100

 
6,932

 
7,582

 
8,238

 
7,643

Acquisition-related and other expense
31

 
366

 
492

 
2,326

 
413

 
815

 
702

 
224

Amortization of acquired intangible assets
282

 
288

 
309

 
310

 
309

 
309

 
309

 
310

Total operating expenses
37,788

 
40,891

 
39,419

 
38,973

 
34,453

 
39,013

 
38,948

 
35,033

Operating loss
(7,946
)
 
(12,335
)
 
(9,798
)
 
(9,062
)
 
(2,879
)
 
(8,844
)
 
(9,620
)
 
(4,253
)
Total other income (expense), net
(268
)
 
(316
)
 
(498
)
 
(588
)
 
(920
)
 
(521
)
 
(712
)
 
(475
)
Loss before income taxes
(8,214
)
 
(12,651
)
 
(10,296
)
 
(9,650
)
 
(3,799
)
 
(9,365
)
 
(10,332
)
 
(4,728
)
Income tax expense (benefit)
179

 
(418
)
 
12

 
258

 
324

 
(540
)
 
(88
)
 
124

Net loss from continuing operations
$
(8,393
)
 
$
(12,233
)
 
$
(10,308
)
 
$
(9,908
)
 
$
(4,123
)
 
$
(8,825
)
 
$
(10,244
)
 
$
(4,852
)
Stock-based expense (2)
$
3,218

 
$
3,333

 
$
3,122

 
$
3,343

 
$
3,100

 
$
3,113

 
$
4,049

 
$
3,909

Adjusted depreciation and amortization (3)
1,156

 
1,081

 
1,334

 
1,598

 
1,328

 
1,349

 
1,600

 
1,255

Acquisition-related and other expense
31

 
366

 
492

 
2,326

 
413

 
815

 
702

 
224

Other stock-related benefit (4)

 

 
(430
)
 

 

 

 

 

Income tax expense (benefit)
179

 
(418
)
 
12

 
258

 
324

 
(540
)
 
(88
)
 
124

Total other expense, net
268

 
316

 
498

 
588

 
920

 
521

 
712

 
475

Adjusted EBITDA from continuing operations
$
(3,541
)
 
$
(7,555
)
 
$
(5,280
)
 
$
(1,795
)
 
$
1,962

 
$
(3,567
)
 
$
(3,269
)
 
$
1,135

Income (loss) from discontinued operations
$
430

 
$
(11,448
)
 
$
(1,257
)
 
$

 
$

 
$

 
$

 
$

Stock-based expense (2)
122

 
139

 
124

 

 

 

 

 

Adjusted depreciation and amortization (3)
1,492

 
1,482

 

 

 

 

 

 

Impairment of acquired intangible assets (6)

 
2,500

 

 

 

 

 

 

Acquisition-related, divestiture-related and other expenses

 
819

 
682

 

 

 

 

 

Income tax expense (benefit)
261

 
(660
)
 
23

 

 

 

 

 

Estimated loss on disposal of discontinued operations, net of tax (7)

 
9,192

 
1,537

 

 

 

 

 

Adjusted EBITDA from discontinued operations
$
2,305

 
$
2,024

 
$
1,109

 
$

 
$

 
$

 
$

 
$

Number of active clients from continuing operations (at period end) (5)
1,021

 
1,096

 
1,189

 
1,243

 
1,292

 
1,331

 
1,337

 
1,360

Number of active clients from discontinued operations (at period end) (5)
368

 
341

 

 

 

 

 

 

Full-time employees including employees attributable to discontinued operations (at period end)
794

 
799

 
787

 
814

 
825

 
826

 
834

 
855

Full-time employees attributable to discontinued operations (at period end)
25

 
24

 

 

 

 

 

 





(1)
 
Three Months Ended
 
Jan 31,
 
Apr 30,
 
Jul 31,
 
Oct 31,
 
Jan 31,
 
Apr 30,
 
Jul 31,
 
Oct 31,
 
2014
 
2014
 
2014
 
2014
 
2015
 
2015
 
2015
 
2015
Revenue from continuing operations includes the following:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
SaaS
$
40,645

 
$
41,924

 
$
44,324

 
$
45,199

 
$
46,429

 
$
46,173

 
$
46,830

 
$
47,671

Advertising
2,955

 
1,154

 
1,653

 
2,126

 
3,133

 
2,144

 
2,046

 
2,255

Revenue
$
43,600

 
$
43,078

 
$
45,977

 
$
47,325

 
$
49,562

 
$
48,317

 
$
48,876

 
$
49,926

Revenue from discontinued operations includes the following:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
SaaS
$
4,338

 
$
3,947

 
$
2,517

 
$

 
$

 
$

 
$

 
$

Advertising
59

 
25

 
18

 

 

 

 

 

Revenue
$
4,397

 
$
3,972

 
$
2,535

 
$

 
$

 
$

 
$

 
$

Total revenue:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
SaaS
$
44,983

 
$
45,871

 
$
46,841

 
$
45,199

 
$
46,429

 
$
46,173

 
$
46,830

 
$
47,671

Advertising
3,014

 
1,179

 
1,671

 
2,126

 
3,133

 
2,144

 
2,046

 
2,255

Revenue
$
47,997

 
$
47,050

 
$
48,512

 
$
47,325

 
$
49,562


$
48,317

 
$
48,876

 
$
49,926

(2)
Stock-based expense from continuing operations includes the following:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of revenue
$
285

 
$
316

 
$
314

 
$
458

 
$
451

 
$
294

 
$
472

 
$
607

Sales and marketing
873

 
1,072

 
944

 
1,162

 
867

 
950

 
1,084

 
643

Research and development
603

 
747

 
647

 
522

 
685

 
707

 
757

 
920

General and administrative
1,457

 
1,198

 
1,217

 
1,201

 
1,097

 
1,162

 
1,736

 
1,739

Stock-based expense from continuing operations
$
3,218

 
$
3,333

 
$
3,122

 
$
3,343

 
$
3,100

 
$
3,113

 
$
4,049

 
$
3,909

Stock-based expense from discontinued operations includes the following:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of revenue
$
106

 
$
127

 
$
115

 
$

 
$

 
$

 
$

 
$

Sales and marketing
1

 

 

 

 

 

 

 

Research and development
13

 
6

 
4

 

 

 

 

 

General and administrative
2

 
6

 
5

 

 

 

 

 

Stock-based expense from discontinued operations
$
122

 
$
139

 
$
124

 
$

 
$

 
$

 
$

 
$






(3)
 
Three Months Ended
 
Jan 31,
 
Apr 30,
 
Jul 31,
 
Oct 31,
 
Jan 31,
 
Apr 30,
 
Jul 31,
 
Oct 31,
 
2014
 
2014
 
2014
 
2014
 
2015
 
2015
 
2015
 
2015
Adjusted depreciation and amortization from continuing operations includes the following:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of revenue
$
229

 
$
244

 
$
427

 
$
481

 
$
400

 
$
405

 
$
514

 
$
401

Sales and marketing
298

 
275

 
258

 
303

 
221

 
220

 
349

 
197

Research and development
209

 
189

 
199

 
242

 
164

 
181

 
209

 
175

General and administrative
138

 
85

 
141

 
262

 
234

 
234

 
220

 
171

Amortization of acquired intangible assets
282

 
288

 
309

 
310

 
309

 
309

 
308

 
311

Adjusted depreciation and amortization from continuing operations
$
1,156

 
$
1,081

 
$
1,334

 
$
1,598

 
$
1,328

 
$
1,349

 
$
1,600

 
$
1,255

Adjusted depreciation and amortization from discontinued operations includes the following:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of revenue
$
450

 
$
450

 
$

 
$

 
$

 
$

 
$

 
$

General and administrative
20

 
10

 

 

 

 

 

 

Amortization of acquired intangible assets
1,022

 
1,022

 

 

 

 

 

 

Adjusted depreciation and amortization from discontinued operations
$
1,492

 
$
1,482

 
$

 
$

 
$

 
$

 
$

 
$

(4)
Other stock-related benefit from continuing operations includes the following:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
General and administrative
$

 
$

 
$
(430
)
 
$

 
$

 
$

 
$

 
$

Other stock-related benefit
$

 
$

 
$
(430
)
 
$

 
$

 
$

 
$

 
$

(5)
Beginning as of our first fiscal quarter of 2016, we define an active client as an organization for which we have a contract and the client is launched as of the last day of the quarter, and we count organizations that are closely related as one client, even if they have signed separate contractual agreements. 
Due to the presentation of the PowerReviews business as discontinued operations, we have separated our active clients into two categories: 1) active clients from continuing operations and 2) active clients from discontinued operations. As a result, each category could include a common client for which we recognized recurring revenue who has organizations that have separate contractual agreements.
All periods prior to the first fiscal quarter of 2016 discussed in this press release or presented in the accompanying financial tables have been revised to conform to this definition of an active client.
(6)
During the fourth fiscal quarter of 2014, the Company reported the results of operations and financial position of PowerReviews as “discontinued operations.” On the Condensed Consolidated Balance Sheet as of April 30, 2014, the assets and liabilities of PowerReviews were presented as “Assets held for sale” and “Liabilities held for sale.” The Company compared the carrying value of the asset group included in “assets held for sale” to the undiscounted cash flows to be generated by the asset group. The carrying value of the asset group exceeded the undiscounted cash flows and, as a result, the Company recorded an impairment charge of $2.5 million for the three months ended April 30, 2014.
(7)
On July 2, 2014, the Company completed the sale of PowerReviews for a total cash consideration of $30.0 million. Of the $30.0 million sales price, $4.5 million was placed into escrow as partial security for the Company's indemnification obligations. The Company incurred a total loss of $10.7 million on the sale of PowerReviews. The loss on disposal of discontinued operations was determined by offsetting the total consideration from selling the PowerReviews business by any associated transaction costs and the net carrying value of the assets and liabilities held for sale as of July 2, 2014. Of the $10.7 million loss on disposal of discontinued operations, $9.2 million was recognized as an estimated loss on disposal of discontinued operations during the three months ended April 30, 2014 resulting in the incremental loss of $1.5 million being recognized in the three months ended July 31, 2014.