MERU NETWORKS INC - FORM 8-K - EX-99.1

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8-K - FORM 8-K - MERU NETWORKS INC	d766177d8k.htm
EX-10.01 - EX-10.01 - MERU NETWORKS INC	d766177dex1001.htm

Exhibit 99.1

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Meru Networks Reports Q2 2014 Financial Results

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Revenues grew 14% sequentially

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802.11ac sales grew 63% sequentially

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Meru Networks first to receive OPENFLOW SDN certification for wireless networking

SUNNYVALE, Calif., July 28, 2014 -- Meru Networks, Inc., (NASDAQ:MERU), a leader in intelligent Wi-Fi networking, today announced its financial results for the second quarter ended June 30, 2014.

Second Quarter 2014 Financial Results

Total revenues for the second quarter of 2014 were $23.6 million, down 10.9% from $26.5 million in the second quarter of 2013. Product revenues for the second quarter of 2014 were $18.8 million, down 13.3% from the $21.7 million reported in the second quarter of 2013.

Net loss as reported in accordance with GAAP was $4.2 million for the second quarter of 2014, or a net loss of ($0.18) per basic and diluted share, compared to a net loss of $3.1 million, or a net loss of ($0.14) per basic and diluted share, for the same period of 2013.

Meru reported a second quarter 2014 non-GAAP net loss of $3.0 million, or ($0.13) loss per basic and diluted share, compared to a non-GAAP net loss of $1.2 million, or ($0.05) loss per basic and diluted share, for the same period of 2013. Non-GAAP results for the second quarter of 2014 exclude the impact of stock-based compensation expense of $1.2 million and amortization of other intangibles totaling $0.1 million. Non-GAAP results for the second quarter of 2013 exclude the impact of stock-based compensation expense of $1.8 million and amortization of other intangibles of $0.1 million. Please refer to the reconciliation of Meru’s GAAP to non-GAAP results provided at the end of this release.

“The accelerating 11ac momentum represents a huge opportunity for Meru,” said Dr. Bami Bastani, president and CEO, Meru Networks. “In addition, being first to market with OPENFLOW^™ certification for wireless networking positions Meru as a leader in SDN-enabled unified wired and wireless networking and expands our addressable market.”

Conference Call Information

Meru will host a conference call for analysts and investors to discuss its second quarter 2014 results today, July 28, at 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time). To join the live call, individuals may do so by dialing (877) 852-2926 for domestic callers and (253) 237-1123 for international callers. The conference ID for the call is 70474316.

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The live and archived webcast of the second quarter 2014 financial results conference call will also be available at the investor relations section of Meru’s website at http://investors.merunetworks.com.

About Meru Networks

Meru Networks (NASDAQ: MERU) is a leader in intelligent 802.11ac Wi-Fi solutions, delivering uninterrupted user experience for education, healthcare, hospitality and enterprise. The Meru MobileFLEX architecture is designed to enable seamless roaming with traffic separation for critical applications, providing top performance and high capacity in high-density environments. Visit www.merunetworks.com or call (408) 215-5300 for more information.

Cautionary Statement Regarding Forward Looking Statements

All statements other than statements of historical facts are statements that can be deemed forward-looking statements, including any statements of expectations or beliefs. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those in the forward looking statements. Risks and uncertainties that could cause our results to differ materially from those expressed or implied by such forward-looking statements include, among others: business and economic conditions and growth trends in the networking industry, our vertical markets and various geographic regions; competition in the industry; our future capital needs may change; changes in overall information technology spending; failure to develop new products; and those risks and uncertainties described in documents filed with or furnished to the Securities and Exchange Commission (“SEC”) by Meru, including under the caption “Risk Factors” in Meru’s Quarterly Report on Form 10-Q filed with the SEC on April 30, 2014, and any subsequent reports filed with the SEC. All forward-looking statements in this press release are based on information available to Meru as of the date hereof, and Meru assumes no obligation to update these forward-looking statements, except as required by law.

Non-GAAP Financial Measures

In addition to reporting financial results in accordance with generally accepted accounting principles, or GAAP, the Company believes it is appropriate to report certain non-GAAP financial measures.

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The Company’s non-GAAP financial measures include the adjustments as follows:

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Stock-Based Compensation. When evaluating the performance of its consolidated results, Meru does not consider stock-based compensation charges. Likewise, the Meru management team excludes stock-based compensation expense from its operating plans. In contrast, the Meru management team is held accountable for cash-based compensation and such amounts are included in its operating plans. Further, when considering the impact of equity award grants, Meru places a greater emphasis on overall stockholder dilution rather than the accounting charges associated with such grants. Meru believes it is useful to provide a non-GAAP financial measure that excludes stock-based compensation in order to better understand the long-term performance of its business.

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Restructuring Costs. The Company excludes restructuring costs because such charges are isolated one-time charges and the Company does not expect them to recur in the ordinary course of its business. The Company further believes those charges are not directly related to its ongoing business results and do not reflect expected future operating expenses.

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Amortization of intangible assets. The Company excludes amortization of acquired intangible assets because it is non-cash in nature and because the Company believes that the non-GAAP financial measures excluding this item provide meaningful supplemental information regarding operational performance and liquidity. In addition, excluding this item from various non-GAAP measures facilitates internal comparisons to historical operating results and comparisons to competitors’ operating results.

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Amortization of a common stock warrant issued in connection with debt financing. The Company excludes amortization of a common stock warrant issued in connection with debt financing when evaluating the performance of its consolidated results because the Company believes these costs are unusual in nature and the Company does not expect them to recur in the ordinary course of its business. The Company further believes these costs are unrelated to the ongoing operation of the business in the ordinary course.

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The Company’s non-GAAP financial measures include the following:

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Non-GAAP net loss - Non-GAAP net loss is net loss as reported on the Company’s condensed consolidated statements of operations, excluding the impact of stock-based compensation expense, restructuring costs, amortization of intangible assets related to the Company’s acquisition of Identity Networks and amortization of the fair value of a common stock warrant issued in connection with debt financing.

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Non-GAAP net loss per share of common stock, basic and diluted - Non-GAAP net loss per share of common stock, basic and diluted is net loss per share of common stock, basic, as reported on the Company’s condensed consolidated statements of operations excluding the impact of stock-based compensation expense, restructuring costs, amortization of intangible assets related to the Company’s acquisition of Identity Networks, and amortization of the fair value of a common stock warrant issued in connection with debt financing.

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Non-GAAP Gross margin - Non-GAAP Gross margin is gross margin as reported on the Company’s condensed consolidated statements of operations excluding the impact of stock-based compensation expense and amortization of intangible assets related to the Company’s acquisition of Identity Networks.

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Non-GAAP loss from operations - Non-GAAP loss from operations is loss from operations as reported on the Company’s condensed consolidated statements of operations, excluding impact of stock-based compensation expense, restructuring costs, and amortization of intangible assets related to the Company’s acquisition of Identity Networks.

Meru believes that its non-GAAP measures provide useful information to management and investors regarding financial and business trends relating to its financial condition and results of operations. Meru also believes the non-GAAP measures provide useful supplemental information for investors to evaluate its operating results in the same manner as the research analysts that follow Meru, all of whom will present non-GAAP projections in their published reports. As such, the non-GAAP measures provided by Meru facilitate a more direct comparison of its performance with the financial projections published by the analysts as well as its competitors, many of whom report financial results on a non-GAAP basis. The economic substance behind Meru’s decision to use such non-GAAP measures is that such measures approximate its controllable operating performance more closely than the most directly comparable GAAP financial measures. For example, Meru’s management has no control over certain variables that have a major influence in the determination of stock-based compensation such as the volatility of its stock price and changing interest rates. In addition, Meru’s management

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does not consider the amortization of intangible assets related to the Company’s acquisition of Identity Networks relevant when comparing its performance to prior periods. Meru believes that all of these excluded expenses do not accurately reflect the underlying performance of its continuing operations for the period in which they are incurred, even though these excluded items may be incurred and reflected in Meru’s GAAP financial results.

The material limitation associated with the use of non-GAAP financial measures is that the non-GAAP measures may not reflect the full economic impact of Meru’s activities. Meru’s non-GAAP measures may be calculated differently than non-GAAP financial information disclosed by other companies. Accordingly, investors are cautioned not to place undue reliance on non-GAAP information.

MERU NETWORKS, INC.

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands)


	June 30, 2014			December 31, 2013
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	19,413		$	30,938
Accounts receivable, net		12,649			17,088
Inventory		6,629			7,230
Prepaid expenses and other current assets		1,710			998

Total current assets		40,401			56,254
Property and equipment, net		2,244			2,451
Goodwill		1,658			1,658
Intangible assets, net		35			140
Other assets		1,983			1,934

TOTAL ASSETS	$	46,321		$	62,437

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	4,738		$	6,139
Accrued liabilities		8,559			12,535
Long-term debt, current portion		4,004			3,718
Deferred revenue, current portion		12,090			13,730

Total current liabilities		29,391			36,122
Long-term debt, net of current portion		725			2,797
Deferred revenue, net of current portion		6,574			5,876
Other liabilities		1,658			1,387

Total liabilities		38,348			46,182

STOCKHOLDERS’ EQUITY:
Preferred stock		—			—
Common stock		12			11
Additional paid-in capital		286,152			282,168
Accumulated other comprehensive loss		(520	)		(553	)
Accumulated deficit		(277,671	)		(265,371	)

Total stockholders’ equity		7,973			16,255

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	46,321		$	62,437

MERU NETWORKS, INC.

Condensed Consolidated Statements of Operations

(Unaudited)

(In thousands, except for share and per share amounts)


	Three months ended June 30,						Six months ended June 30,
	2014			2013			2014			2013
REVENUES:
Products	$	18,809		$	21,686		$	34,642		$	42,276
Support and services		4,762			4,730			9,529			8,833
Ratable products and services		—			35			—			77

Total revenues		23,571			26,451			44,171			51,186

COSTS OF REVENUES:
Products		6,846			7,367			12,721			14,684
Support and services		1,955			1,888			3,857			3,664
Ratable products and services		—			17			—			39

Total costs of revenues *		8,801			9,272			16,578			18,387

Gross margin		14,770			17,179			27,593			32,799

OPERATING EXPENSES:
Research and development *		4,921			3,974			10,373			7,662
Sales and marketing *		10,778			12,348			22,407			23,768
General and administrative *		2,859			3,293			6,157			6,578

Total operating expenses		18,558			19,615			38,937			38,008

Loss from operations		(3,788	)		(2,436	)		(11,344	)		(5,209	)
Interest expense, net *		(329	)		(553	)		(707	)		(1,163	)
Other income (expense), net		15			11			(1	)		(51	)

Loss before provision for income taxes		(4,102	)		(2,978	)		(12,052	)		(6,423	)
Provision for income taxes		136			89			248			227

Net loss	$	(4,238	)	$	(3,067	)	$	(12,300	)	$	(6,650	)

Net loss per share of common stock, basic and diluted	$	(0.18	)	$	(0.14	)	$	(0.53	)	$	(0.32	)

Shares used in computing net loss per share of common stock, basic and diluted		23,373,165			22,268,180			23,221,958			20,926,926


* Includes stock-based compensation expense (1) as follows:

Costs of revenues	$	63		$	54		$	172		$	99
Research and development		170			212			508			370
Sales and marketing		345			582			1,156			1,119
General and administrative		608			906			1,323			1,620

	$	1,186		$	1,754		$	3,159		$	3,208


(1) This table includes $147,000 of stock-based compensation related to restructuring in the quarter ended March 31, 2014.

* Includes restructuring costs (2) as follows:

Research and development	$	—		$	—		$	43		$	—
Sales and marketing		—			—			355			—
General and administrative		—			—			140			—

	$	—		$	—		$	538		$	—


(2) This table excludes $147,000 of stock-based compensation related to restructuring in the quarter ended March 31, 2014.

* Includes amortization of acquisition-related intangible assets as follows:

Costs of revenues	$	53		$	53		$	105		$	105
Sales and marketing		—			20			—			40

	$	53		$	73		$	105		$	145


* Includes amortization of common stock warrant issued in connection with debt financing as follows:

Interest expense, net	$	25		$	42		$	54		$	87

MERU NETWORKS, INC.

GAAP to Non-GAAP Reconciliation

(Unaudited)

(In thousands, except share and per share amounts)


	Three months ended June 30,						Six months ended June 30,
	2014			2013			2014			2013
GAAP net loss	$	(4,238	)	$	(3,067	)	$	(12,300	)	$	(6,650	)
Plus:
a) Stock-based compensation		1,186			1,754			3,012			3,208
b) Stock-based compensation associated with restructuring		—			—			147			—
c) Restructuring costs		—			—			538			—
d) Amortization of acquisition-related intangible assets		53			73			105			145
e) Amortization of common stock warrant issued in connection with debt financing		25			42			54			87

Non-GAAP net loss	$	(2,974	)	$	(1,198	)	$	(8,444	)	$	(3,210	)

GAAP net loss per share of common stock, basic		(0.18	)		(0.14	)	$	(0.53	)	$	(0.32	)
Plus:
a) Stock-based compensation		0.05			0.08			0.13			0.15
b) Stock-based compensation associated with restructuring		—			—			0.01			—
c) Restructuring costs		—			—			0.02			—
d) Amortization of acquisition-related intangible assets		—			0.01			0.01			0.01
e) Amortization of common stock warrant issued in connection with debt financing		—			—			—			0.01

Non-GAAP net loss per share of common stock, basic and diluted	$	(0.13	)	$	(0.05	)	$	(0.36	)	$	(0.15	)

Shares used in computing basic and diluted non-GAAP net loss per share of common stock		23,373,165			22,268,180			23,221,958			20,926,926
GAAP gross margin	$	14,770		$	17,179		$	27,593		$	32,799

Plus:
Stock-based compensation		63			54			172			99
Amortization of acquisition-related intangible assets		53			53			105			105

Non-GAAP gross margin	$	14,886		$	17,286		$	27,870		$	33,003

GAAP loss from operations	$	(3,788	)	$	(2,436	)	$	(11,344	)	$	(5,209	)

Plus:
Stock-based compensation		1,186			1,754			3,012			3,208
Stock-based compensation associated with restructuring		—			—			147			—
Restructuring costs		—			—			538			—
Amortization of acquisition-related intangible assets		53			73			105			145

Non-GAAP loss from operations	$	(2,549	)	$	(609	)	$	(7,542	)	$	(1,856	)

MERU NETWORKS, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)


	Six months ended June 30,
	2014			2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(12,300	)	$	(6,650	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		835			762
Stock-based compensation		3,159			3,208
Accrued interest on long-term debt		345			493
Amortization of issuance costs		77			123
Provision for bad debt		96			29
Changes in operating assets and liabilities:
Accounts receivable, net		4,343			909
Inventory		601			2,074
Prepaid expenses and other assets		(756	)		(517	)
Accounts payable		(1,401	)		574
Accrued liabilities and other liabilities		(3,541	)		(2,004	)
Deferred revenue		(942	)		(775	)

Net cash used in operating activities		(9,484	)		(1,774	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(476	)		(442	)

Net cash used in investing activities		(476	)		(442	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the issuance of common stock, net of offering costs		—			12,565
Proceeds from exercise of stock options		319			237
Proceeds from employee stock purchase plan		506			358
Taxes paid related to net share settlement of equity awards		(521	)		(86	)
Repayment of long-term debt		(1,862	)		(1,652	)

Net cash provided by (used in) financing activities		(1,558	)		11,422

Effect of exchange rate changes on cash and cash equivalents		(7	)		(107	)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(11,525	)		9,099
CASH AND CASH EQUIVALENTS — Beginning of period		30,938			22,855

CASH AND CASH EQUIVALENTS — End of period	$	19,413		$	31,954

Investor contact:

Ed Keaney

Market Street Partners

(415) 445-3238

ir@merunetworks.com

MERU NETWORKS INC - FORM 8-K - EX-99.1 - July 28, 2014

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MERU NETWORKS INC Reports