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8-K - 8-K - Guidance Software, Inc.a17-12260_18k.htm

Exhibit 99.1

 

Guidance Software Reports

2017 First Quarter Financial Results

 

·                 First quarter revenue of $26.8 million and non-GAAP net income of $2.2 million, or $0.07 per share

·                 Product revenue increased 19% year-over-year to $8.9 million, or 33% of revenue

·                 GAAP net loss of $1.7 million, or ($0.06) per share

·                 Cash balance of $17.8 million as of March 31, 2017

 

PASADENA, Calif. – May 2, 2017Guidance Software, Inc. (NASDAQ: GUID) today reported financial results for the first quarter ended March 31, 2017.

 

Financial highlights for the first quarter of 2017, on a generally accepted accounting principles (GAAP) basis, include:

·                 Revenue of $26.8 million, compared to $25.8 million in the first quarter of 2016

·                 Net loss of $1.7 million, or ($0.06) per share, compared to a net loss of $6.8 million, or ($0.24) per share, in the first quarter of 2016

·                 EBITDA of ($0.5) million, compared to EBITDA of ($5.3) million in the first quarter of 2016

 

Financial highlights, on a non-GAAP basis, which excludes share-based compensation, amortization of intangibles, realignment expenses and income taxes, include:

·                 Non-GAAP net income of $2.2 million, or $0.07 per share, in the first quarter of 2017, compared to non-GAAP net loss of $2.2 million, or ($0.08) per share, in the first quarter of 2016

·                 Non-GAAP EBITDA of $3.0 million, compared to non-GAAP EBITDA of ($1.1) million in the first quarter of 2016

 

“The Q1 financial results are a solid start to 2017. These results include growth in product revenue, total revenue, forensic security bookings, and earnings. Not only have we grown in each of these important areas that are crucial to our long-term success, we have strengthened our cash position as planned,” said Patrick Dennis, Guidance Software’s president and CEO.

 

 

2017 Financial Outlook

 

The Company is reaffirming its guidance for the year ending December 31, 2017 as follows:

·                 Revenue is expected to be in the range of $112.0 million to $118.0 million

·                 Non-GAAP pre-tax earnings in the range $0.28 - $0.36 per share

·                 Non-GAAP EBITDA in the range of $9.0 million - $11.8 million, or non-GAAP EBITDA margins in the range of 8% - 10%

 

First Quarter 2017 Highlights and Recent Noteworthy Events

 

·                 In February, SC Magazine named EnCase Endpoint Investigator and EnCase Forensic Best Computer Forensic Solution. This was the 7th consecutive win for Guidance Software in this category.

·                 In March, the Company announced a strategic partnership with Demisto, an innovator in Security Operations Technology. The Demisto integration enables customers to orchestrate incident response across multiple security products, saving time, resources, and ensuring forensic-grade remediation of threats.

·                 In early April, the Company and Passware, Inc., a provider of password recovery, decryption, and electronic evidence discovery software for computer forensics, announced support for files encrypted with TrueCrypt - a popular open-source encryption platform.

 



 

Conference Call Information and Supplemental Information Slide Presentation:

 

The Company will host a conference call today at 2:00 p.m. Pacific time, 5:00 p.m. Eastern time to discuss its first quarter 2017 results.  Participants should call (877) 425-9470 (North America) or (201) 389-0878 (International) at least five minutes prior to the conference call.

 

A supplemental information slide presentation, webcast and replay of the call may also be found online through Guidance Software’s Investor Relations website at http://investors.guidancesoftware.com/events.cfm. Registered users may access this content over the Internet, and there is no cost to register.  If you have not already registered, please do so at least 15 minutes prior to the start of the conference call.

 

An audio-only replay of the call will be available by calling (844) 512-2921, passcode 13660537, available from 8:00 pm Eastern Time, May 2, 2017, through 11:59 pm Eastern Time, May 9, 2017.

 

 

About Guidance Software:

 

Guidance (NASDAQ: GUID) exists to turn chaos and the unknown into order and the known so that companies and their customers can go about their daily lives as usual without worry or disruption, knowing their most valuable information is safe and secure. The makers of EnCase®, the gold standard in forensic security, and EnForce™, an automated cyber risk management platform, Guidance provides a mission-critical foundation of market-leading applications that offer deep 360-degree visibility across all endpoints, devices and networks, allowing proactive identification and remediation of threats. From retail to financial institutions, our field-tested and court-proven solutions are deployed on an estimated 33 million endpoints at more than 70 of the Fortune 100 and hundreds of agencies worldwide, from beginning to endpoint.

 

For more information about Guidance Software, please visit guidancesoftware.com, “Like” our Facebook page, follow us on Twitter, or follow our LinkedIn page.

 

Guidance Software®, EnCase® and EnForce™ are trademarks owned by Guidance Software and may not be used without prior written permission. All other trademarks and copyrights are the property of their respective owners.

 

Non-GAAP Financial Measures

 

Guidance Software reports its financial results in accordance with generally accepted accounting principles, or GAAP. To supplement this information, we present from time to time non-GAAP gross profit, operating expenses, operating income (loss) and net income (loss), as well as non-GAAP net income (loss) per share. Non-GAAP gross profit consists of GAAP gross profit as reported and adds back realignment expenses and share-based compensation expense booked for GAAP purposes. Non-GAAP operating income (loss) consists of GAAP operating income (loss) as reported and excludes realignment expenses, amortization of intangibles, litigation settlements, proxy contest expenses and share-based compensation expense. Non-GAAP net income (loss) consists of GAAP operating income (loss) as reported and excludes realignment expenses, amortization of intangibles, litigation settlements, proxy contest expense and share-based compensation expense and the income tax (benefit) provision.

 



 

We use these non-GAAP financial measures for internal managerial purposes, when publicly providing our business outlook, and to facilitate period-to-period comparisons. We describe additional information specific to each item excluded from our non-GAAP financial measures below. Management and the Board of Directors do not consider these excluded items for purposes of evaluating the performance of the Company, its business units and its management teams and when making decisions to allocate resources among the Company’s business units. Management generally compensates for limitations in the use of non-GAAP financial measures by relying on comparable GAAP financial measures and providing investors with a reconciliation of the non-GAAP financial measures only in addition to and in conjunction with results presented in accordance with GAAP.  We believe that these non-GAAP financial measures reflect an additional way of viewing aspects of our operations that, when viewed with our GAAP results, provide a more complete understanding of factors and trends affecting our business.  These non-GAAP measures should be considered as a supplement to, and not as a substitute for, or superior to, the comparable financial measures calculated in accordance with GAAP.

 

A reconciliation of our non-GAAP forward-looking measures to corresponding GAAP forward-looking measures is not available as a result of the uncertainty, and potential variability, in the forward looking estimates of the reconciling items between such non-GAAP forward-looking measures and the comparable forward-looking GAAP measures. Certain factors that are materially significant to our ability to estimate these items are out of our control and/or cannot be reasonably predicted, including the timing and amount of realignment expenses, amortization of intangibles, share-based compensation expense and income taxes.

 

Realignment Expenses. Realignment expenses represent severance and related employment costs associated with a reduction in headcount. Guidance Software excludes realignment expenses from non-GAAP gross profit, non-GAAP operating expenses, non-GAAP operating income (loss) and non-GAAP net income (loss) because it believes (i) the amount of such expenses in any specific period may not directly correlate to the underlying performance of Guidance Software business operations and (ii) such expenses are not expected to recur in future periods.

 

Proxy Contest Expenses. Proxy contest expenses represent one-time legal and other consulting expenses related to the proxy contest between Guidance Software and its founder and former chairman, which was settled on April 22, 2016. Guidance Software excludes proxy contest expenses from non-GAAP operating expenses, non-GAAP operating income (loss) and non-GAAP net income (loss) because it believes (i) the amount of such expenses in any specific period may not directly correlate to the underlying performance of Guidance Software business operations and (ii) such expenses are uncommon and not expected to recur in future periods.

 

Amortization of Intangibles. Amortization of intangibles is a non-cash expense arising from the acquisition of intangible assets in connection with acquisitions. Guidance Software excludes acquisition-related amortization expense from non-GAAP operating expenses, non-GAAP operating income (loss) and non-GAAP net income (loss) because it believes (i) the amount of such expenses in any specific period may not directly correlate to the underlying performance of Guidance Software business operations and (ii) such expenses can vary significantly between periods as a result of new acquisitions and full amortization of previously acquired intangible assets. Investors should note that the use of these intangible assets contributed to revenue in the periods presented and will contribute to future revenue generation and the related amortization expense will recur in future periods.

 

Share-based Compensation Expense. Share-based compensation expense is a non-cash expense arising from the grant of stock awards to employees. Guidance Software excludes share-based compensation expense from non-GAAP gross profit, non-GAAP operating expenses, non-GAAP operating income (loss) and non-GAAP net income (loss) because it believes (i) the amount of such expenses in any specific period may not directly correlate to the underlying performance of Guidance Software business operations and (ii) such expenses can vary significantly between periods as a result of the timing of grants of new share-based awards. Investors should note that share-based compensation is a key incentive offered to employees whose efforts contributed to the operating results in the periods presented and are expected to contribute to operating results in future periods and such expense will recur in future periods.

 



 

Forward Looking Statements:

 

This news release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that forward-looking statements in this release involve risks and uncertainties that could cause actual results to differ materially from current expectations. There can be no assurance that demand for Guidance Software’s products will continue at current or greater levels, or that the Company will continue to grow revenues, or be profitable. There are also risks that Guidance Software’s pursuit of providing network security and e-discovery technology might not be successful, or that if successful, it will not materially enhance Guidance Software’s financial performance; that the Company could fail to retain key employees; that changes in customer requirements and other general economic and political uncertainties could impact Guidance Software’s relationship with its customers; and that delays in product development, competitive pressures or technical difficulties could impact timely delivery of next-generation products; and other risks and uncertainties that are described from time to time in Guidance Software’s periodic reports and registration statements filed with the Securities and Exchange Commission. The Company specifically disclaims any responsibility for updating these forward-looking statements.

 

INVESTOR CONTACT

 

Rasmus van der Colff

 

Guidance Software, Inc.

 

626-768-4607

 

investorrelations@guidancesoftware.com

 

GUID-F

 



 

Guidance Software, Inc.

Unaudited Condensed Consolidated Statements of Operations

(in thousands, except per share amounts)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2017

 

 

2016

 

Revenues:

 

 

 

 

 

 

Product revenue

 

$

8,867

 

 

$

7,458

 

Services revenue

 

7,840

 

 

8,509

 

Maintenance revenue

 

10,079

 

 

9,832

 

Total revenues

 

26,786

 

 

25,799

 

 

 

 

 

 

 

 

Cost of revenues:

 

 

 

 

 

 

Cost of product revenue

 

1,763

 

 

1,956

 

Cost of services revenue

 

4,829

 

 

5,635

 

Cost of maintenance revenue

 

743

 

 

606

 

Total cost of revenues

 

7,335

 

 

8,197

 

 

 

 

 

 

 

 

Gross profit

 

19,451

 

 

17,602

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

Selling and marketing

 

9,950

 

 

10,501

 

Research and development

 

5,481

 

 

6,242

 

General and administrative

 

4,532

 

 

6,190

 

Depreciation and amortization

 

1,158

 

 

1,415

 

Total operating expenses

 

21,121

 

 

24,348

 

 

 

 

 

 

 

 

Operating loss

 

(1,670

)

 

(6,746

)

 

 

 

 

 

 

 

Interest expense and other, net

 

8

 

 

7

 

 

 

 

 

 

 

 

Loss before income taxes

 

(1,662

)

 

(6,739

)

 

 

 

 

 

 

 

Income tax provision

 

69

 

 

53

 

 

 

 

 

 

 

 

Net loss

 

$

(1,731

)

 

$

(6,792

)

 

 

 

 

 

 

 

Net loss per share - basic

 

$

(0.06

)

 

$

(0.24

)

Net loss per share - diluted

 

$

(0.06

)

 

$

(0.24

)

 

 

 

 

 

 

 

Shares used in per share calculation - basic

 

29,685

 

 

28,580

 

Shares used in per share calculation - diluted

 

29,685

 

 

28,580

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental Financial Data    

 

 

 

 

 

 

Non-GAAP income (loss) excluding income taxes, amortization of intangibles, proxy contest expense, realignment expense, and share-based compensation expense

 

$

2,222

 

 

$

(2,174

) 

 

 

 

 

 

 

 

Non-GAAP income (loss) per share excluding income taxes, amortization of intangibles, proxy contest expense, realignment expense, and share-based compensation expense

 

 

 

 

 

 

Basic

 

$

0.07

 

 

$

(0.08

Diluted

 

$

0.07

 

 

$

(0.08

 

 

 

 

 

 

 

 



 

Guidance Software, Inc.

Calculation of Pre-Tax Non-GAAP Income

(unaudited)

(in thousands, except per share amounts)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2017

 

 

2016

 

Calculation of non-GAAP income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP net loss

 

$

(1,731

)

 

$

(6,792

)

Add:

 

 

 

 

 

 

Income tax provision

 

69

 

 

53

 

Amortization of intangibles

 

358

 

 

387

 

Proxy contest expense

 

-

 

 

664

 

Realignment expense

 

1,393

 

 

2,192

 

Share-based compensation expense (including related payroll taxes paid by the Company)

 

2,133

 

 

1,322

 

 

 

 

 

 

 

 

Non-GAAP income (loss) excluding income taxes, amortization of intangibles, proxy contest expense, realignment expense, and share-based compensation expense

 

$

2,222

 

 

$

(2,174

)

Non-GAAP income (loss) per share excluding income taxes, amortization of intangibles, proxy contest expense, realignment expense, and share-based compensation expense

 

 

 

 

 

 

Basic

 

$

0.07

 

 

$

(0.08

)

Diluted

 

$

0.07

 

 

$

(0.08

)

 

 

 

 

 

 

 

Shares used in per share calculations:

 

 

 

 

 

 

Basic

 

29,685

 

 

28,580

 

Diluted

 

29,840

 

 

28,580

 

 

 

 

 

 

 

 

Detail of Proxy Contest Expense:     

 

 

 

 

 

 

General and administrative

 

$

-

 

 

$

664

 

Total proxy contest expense

 

$

-

 

 

$

664

 

 

 

 

 

 

 

 

Detail of Realignment Expense:     

 

 

 

 

 

 

Cost of services revenue

 

$

79

 

 

$

454

 

Selling and marketing

 

113

 

 

1,317

 

Research and development

 

18

 

 

351

 

General and administrative

 

1,183

 

 

70

 

Total realignment expense

 

$

1,393

 

 

$

2,192

 

 

 

 

 

 

 

 

Detail of Share-based Compensation Expense:     

 

 

 

 

 

 

Cost of product revenue

 

$

10

 

 

$

15

 

Cost of services revenue

 

73

 

 

171

 

Cost of maintenance revenue

 

20

 

 

38

 

Selling and marketing

 

858

 

 

110

 

Research and development

 

566

 

 

427

 

General and administrative

 

606

 

 

561

 

Total share-based compensation expense

 

$

2,133

 

 

$

1,322

 

 



 

Guidance Software, Inc

Reconciliation of GAAP to Non-GAAP Financial Measures

(Unaudited and in thousands, except per share amounts)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2017

 

2016

 

 

 

 

 

 

 

Gross profit, as reported

 

$

19,451

 

$

17,602

 

Realignment expense

 

79

 

454

 

Share-based compensation

 

103

 

224

 

Gross profit adjustment

 

182

 

678

 

Total non-GAAP gross profit

 

$

19,633

 

$

18,280

 

 

 

 

 

 

 

Total operating expenses, as reported

 

$

21,121

 

$

24,348

 

Amortization of intangibles

 

(358)

 

(387)

 

Proxy contest expense

 

-

 

(664)

 

Realignment expense

 

(1,314)

 

(1,738)

 

Share-based compensation expense

 

(2,030)

 

(1,098)

 

Operating expense adjustment

 

(3,702)

 

(3,887)

 

Total non-GAAP operating expenses

 

$

17,419

 

$

20,461

 

 

 

 

 

 

 

Operating loss, as reported

 

$

(1,670)

 

$

(6,746)

 

Gross profit adjustment

 

182

 

678

 

Operating expense adjustment

 

3,702

 

3,887

 

Total non-GAAP operating income (loss)

 

$

2,214

 

$

(2,181)

 

 

 

 

 

 

 

Net loss, as reported

 

$

(1,731)

 

$

(6,792)

 

Gross profit adjustment

 

182

 

678

 

Operating expense adjustment

 

3,702

 

3,887

 

Income tax provision

 

69

 

53

 

Total non-GAAP net income (loss)

 

$

2,222

 

$

(2,174)

 

 

 

 

 

 

 

Net loss per share-diluted, as reported

 

$

(0.06)

 

$

(0.24)

 

 

 

 

 

 

 

Non-GAAP net income (loss) per share-diluted

 

$

0.07

 

$

(0.08)

 

 

 

 

 

 

 

Net loss, as reported

 

$

(1,731)

 

$

(6,792)

 

Income tax provision

 

69

 

53

 

Interest expense (income)

 

5

 

(2)

 

Depreciation and amortization expense

 

1,158

 

1,415

 

EBITDA

 

$

(499)

 

$

(5,326)

 

 

 

 

 

 

 

Proxy contest expense

 

$

-

 

$

664

 

Share-based compensation expense

 

2,133

 

1,322

 

Realignment expense

 

1,393

 

2,192

 

Total non-GAAP EBITDA

 

$

3,027

 

$

(1,148)

 

 



 

 

 

March 31,

 

December 31,

 

 

 

2017

 

2016

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

17,759

 

$

12,619

 

Trade receivables, net

 

16,553

 

22,236

 

Inventory

 

2,460

 

2,206

 

Prepaid expenses and other current assets

 

4,780

 

4,850

 

Total current assets

 

$

41,552

 

$

41,911

 

 

 

 

 

 

 

Long-term assets:

 

 

 

 

 

Property and equipment, net

 

$

9,115

 

$

11,044

 

Intangible assets, net

 

4,291

 

4,649

 

Goodwill

 

14,632

 

14,632

 

Other assets

 

2,271

 

2,180

 

Total long-term assets

 

30,309

 

32,505

 

 

 

 

 

 

 

Total assets

 

$

71,861

 

$

74,416

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

3,649

 

$

4,722

 

Accrued liabilities

 

11,404

 

12,641

 

Bank line of credit

 

-

 

3,500

 

Deferred revenues

 

43,676

 

40,209

 

Total current liabilities

 

$

58,729

 

$

61,072

 

 

 

 

 

 

 

Long-term liabilities:

 

 

 

 

 

Deferred rent and other long-term liabilities

 

$

6,088

 

$

6,872

 

Deferred revenues

 

5,986

 

5,923

 

Deferred tax liabilities

 

626

 

604

 

Total long-term liabilities

 

$

12,700

 

$

13,399

 

 

 

 

 

 

 

Stockholders’ equity (deficit):

 

 

 

 

 

Common stock

 

$

26

 

$

26

 

Additional paid-in capital

 

130,387

 

128,169

 

Treasury stock

 

(11,479)

 

(11,479)

 

Accumulated deficit

 

(118,502)

 

(116,771)

 

Total stockholders’ equity (deficit)

 

$

432

 

$

(55)

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity (deficit)

 

$

71,861

 

$

74,416

 

 



 

Guidance Software, Inc

Unaudited Cash Flow Summary

(in thousands)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2017

 

2016

 

Operating Activities:

 

 

 

 

 

Net loss

 

$

(1,731)

 

$

(6,792)

 

Adjustments to reconcile net loss to net cash provided by operating activities:

 

 

 

 

 

Depreciation & amortization

 

1,158

 

1,415

 

Provision for doubtful accounts

 

123

 

-

 

Share-based compensation

 

2,133

 

1,322

 

Deferred taxes

 

23

 

22

 

Loss on disposal of assets

 

1,199

 

14

 

Changes in operating assets and liabilities:

 

 

 

 

 

Trade receivables

 

5,560

 

6,838

 

Inventory

 

(255)

 

(14)

 

Prepaid expenses and other assets

 

(20)

 

(2,651)

 

Accounts payable

 

(1,060)

 

170

 

Accrued liabilities

 

(2,000)

 

(25)

 

Deferred revenues

 

3,530

 

1,979

 

Net cash provided by operating activities

 

8,660

 

2,278

 

 

 

 

 

 

 

Investing Activities:

 

 

 

 

 

Purchase of property and equipment

 

(84)

 

(806)

 

Net cash used in investing activities

 

(84)

 

(806)

 

 

 

 

 

 

 

Financing Activities:

 

 

 

 

 

Repayment of borrowing on line of credit

 

(3,500)

 

-

 

Proceeds from the exercise of stock options

 

85

 

-

 

Principal payments on capital lease and other obligations

 

(21)

 

(19)

 

Net cash used in financing activities

 

(3,436)

 

(19)

 

 

 

 

 

 

 

Net increase in cash and cash equivalents

 

5,140

 

1,453

 

 

 

 

 

 

 

Cash and cash equivalents, beginning of period

 

12,619

 

18,967

 

 

 

 

 

 

 

Cash and cash equivalents, end of period

 

$

17,759

 

$

20,420