Form 8-K

 

 

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): October 26, 2017

 

 

BRIGHTCOVE INC.

(Exact name of registrant as specified in its charter)

 

 

 

DELAWARE   001-35429   20-1579162

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

290 Congress Street, Boston, MA   02210
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (888) 882-1880

Not Applicable

(Former name or former address, if changed since last report)

 

 

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:

 

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☒

 

 

 


Item 2.02. Results of Operations and Financial Condition.

On October 26, 2017, Brightcove Inc. issued a press release announcing certain financial and other information for the quarter ended September 30, 2017. The full text of the press release and the related attachments are furnished as Exhibit 99.1 hereto and incorporated herein by reference.

The information in this Item 2.02 of this Report on Form 8-K and Exhibit 99.1 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, as amended (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, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

No.

  

Description

99.1    Press Release of Brightcove Inc. dated October 26, 2017, including attachments.


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.

 

Date: October 26, 2017   Brightcove Inc.
  By:  

/s/ Kevin R. Rhodes

    Kevin R. Rhodes
    Chief Financial Officer
EX-99.1

Exhibit 99.1

Brightcove Announces Financial Results for Third Quarter Fiscal Year 2017

BOSTON, MA (October 26, 2017)Brightcove Inc. (Nasdaq: BCOV), the leading provider of cloud services for video, today announced financial results for the third quarter ended September 30, 2017.

“Brightcove is pleased to deliver strong third quarter results that exceeded expectations from both a financial and operational perspective. Over the last few months we have made significant progress executing on our go-to-market strategy and improving the efficiency of our day-to-day operations,” said Andrew Feinberg, Acting Chief Executive Officer of Brightcove.

Feinberg added, “We are seeing exciting customer interest in our latest products, such as Dynamic Delivery, Context Aware Encoding and our new Enterprise Video Suite. Customers are using these products to solve some of the most mission-critical issues facing their businesses and they are quickly realizing the significant value Brightcove can deliver. We believe the strength of our product portfolio and our enhanced go-to-market strategy puts Brightcove in a strong position to capitalize on our market opportunities.”

Third Quarter 2017 Financial Highlights:

 

    Revenue for the third quarter of 2017 was $39.5 million, an increase from $38.4 million for the third quarter of 2016. Subscription and support revenue was $36.5 million, compared to $36.2 million for the third quarter of 2016.

 

    Gross profit for the third quarter of 2017 was $23.0 million, representing a gross margin of 58%, compared to a gross profit of $24.6 million for the third quarter of 2016. Non-GAAP gross profit for the third quarter of 2017 was $23.7 million, representing a non-GAAP gross margin of 60%, compared to a non-GAAP gross profit of $25.3 million for the third quarter of 2016. Non-GAAP gross profit and non-GAAP gross margin exclude stock-based compensation expense and the amortization of acquired intangible assets.

 

    Loss from operations was $5.3 million for the third quarter of 2017, compared to a loss from operations of $1.6 million for the third quarter of 2016. Non-GAAP loss from operations, which excludes stock-based compensation expense, the amortization of acquired intangible assets, executive severance and merger-related expenses, was $2.2 million for the third quarter of 2017, compared to non-GAAP operating income of $913,000 during the third quarter of 2016.

 

    Net loss was $5.4 million, or $0.16 per diluted share, for the third quarter of 2017. This compares to a net loss of $1.6 million, or $0.05 per diluted share, for the third quarter of 2016. Non-GAAP net loss, which excludes stock-based compensation expense, the amortization of acquired intangible assets, executive severance and merger-related expenses, was $2.2 million for the third quarter of 2017, or $0.06 per diluted share, compared to non-GAAP net income of $847,000 for the third quarter of 2016, or $0.02 per diluted share.

 

    Adjusted EBITDA loss was $889,000 for the third quarter of 2017, compared to adjusted EBITDA of $2.0 million for the third quarter of 2016. Adjusted EBITDA excludes stock-based compensation expense, the amortization of acquired intangible assets, merger-related expenses, depreciation expense, executive severance, other income/expense, and the provision for income taxes.


    Cash flow used in operations was $4.9 million for the third quarter for 2017, compared to cash flow from operations of $2.6 million for the third quarter of 2016.

 

    Free cash flow was negative $6.2 million after the company invested $1.3 million in capital expenditures and capitalization of internal-use software during the third quarter of 2017. Free cash flow was $1.2 million for the third quarter of 2016.

 

    Cash and cash equivalents were $22.1 million as of September 30, 2017 compared to $28.4 million at June 30, 2017.

A Reconciliation of GAAP to Non-GAAP results has been provided in the financial statement tables included at the end of this press release. An explanation of these measures is also included below under the heading “Non-GAAP Financial Measures.”

Other Third Quarter and Recent Highlights:

 

    Average annual subscription revenue per premium customer was $73,000 in the third quarter of 2017, excluding starter customers who had average annualized revenue of $5,000 per customer. This compares to $70,000 in the comparable period in 2016.

 

    Recurring dollar retention rate was 95% in the third quarter of 2017, which was in-line with our historical target of the low to mid 90% range.

 

    Ended the quarter with 4,210 customers, of which 2,113 were premium.

 

    New enterprise customers and enterprise customers who expanded their relationship during the quarter included: American Express Global Business Travel, Bristol-Myers Squibb, Edmunds.com, GameStop, Hallmark Cards, Mary Kay Cosmetics, NetApp, among others.

 

    New media customers and media customers who expanded their relationship during the quarter included: BBC Worldwide, Lionsgate, McClatchy, Premier League Football, Prometheus Global, the publisher of Billboard and Hollywood Reporter, Reelz Channel, UK TV, and Young Hollywood, among others.

 

    Foxtel partnered with Brightcove to livestream the Floyd Mayweather vs. Conor McGregor fight on August 27, 2017.

Business Outlook

Based on information as of today, October 26, 2017, the Company is issuing the following financial guidance:

Fourth Quarter 2017:

 

    Revenue is expected to be in the range of $39.3 million to $39.8 million, including approximately $2.8 million of professional services revenue.

 

    Non-GAAP loss from operations is expected to be in the range of $600,000 to $1.1 million, which excludes stock-based compensation of approximately $1.8 million and the amortization of acquired intangible assets of approximately $700,000.

 

    Adjusted EBITDA is expected to be in the range of breakeven to $500,000, which excludes stock-based compensation of approximately $1.8 million, the amortization of acquired intangible assets of approximately $700,000, depreciation expense of approximately $1.1 million and other income/expense and the provision for income taxes of approximately $50,000.


    Non-GAAP net loss per diluted share is expected to be $0.02 to $0.03, which excludes stock-based compensation of approximately $1.8 million and the amortization of acquired intangible assets of approximately $700,000, and assumes approximately 34.7 million weighted-average shares outstanding.

Full Year 2017:

 

    Revenue is expected to be in the range of $155.1 million to $155.6 million. Professional services revenue is expected to be approximately $12.3 million.

 

    Non-GAAP loss from operations is expected to be in the range of $10.9 million to $11.4 million, which excludes stock-based compensation of approximately $7.1 million, the amortization of acquired intangible assets of approximately $2.7 million and executive severance of approximately $700,000.

 

    Adjusted EBITDA loss is expected to be in the range of $6.3 million to $6.8 million, which excludes stock-based compensation of approximately $7.1 million, the amortization of acquired intangible assets of approximately $2.7 million, depreciation expense of approximately $4.6 million, executive severance of approximately $700,000, and other income/expense and the provision for income taxes of approximately $200,000.

 

    Non-GAAP net loss per diluted share is expected to be $0.31 to $0.33, which excludes stock-based compensation of approximately $7.1 million, the amortization of acquired intangible assets of approximately $2.7 million, and executive severance of approximately $700,000, and assumes approximately 34.4 million weighted-average shares outstanding.

Conference Call Information

Brightcove will host a conference call today, October 26, 2017, at 5:00 p.m. (Eastern Time) to discuss the Company’s financial results and current business outlook. A live webcast of the call will be available at the “Investors” page of the Company’s website, http://investor.brightcove.com. To access the call, dial 877-407-3982 (domestic) or 201-493-6780 (international). A replay of this conference call will be available for a limited time at 844-512-2921 (domestic) or 412-317-6671 (international). The replay conference ID is 13672188. A replay of the webcast will also be available for a limited time at http://investor.brightcove.com.

About Brightcove

Brightcove Inc. (Nasdaq: BCOV) is the leading global provider of powerful cloud solutions for delivering and monetizing video across connected devices. The company offers a full suite of products and services that reduce the cost and complexity associated with publishing, distributing, measuring and monetizing video across devices. Brightcove has thousands of customers in over 70 countries that rely on the company’s cloud solutions to successfully publish high-quality video experiences to audiences everywhere. To learn more, visit www.brightcove.com.


Forward-Looking Statements

This press release includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements concerning our financial guidance for the fourth fiscal quarter of 2017 and full year 2017, our position to execute on our go-to-market strategy, and our ability to expand our leadership position and market opportunity. These forward-looking statements include, but are not limited to, plans, objectives, expectations and intentions and other statements contained in this press release that are not historical facts and statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” or words of similar meaning. These forward-looking statements reflect our current views about our plans, intentions, expectations, strategies and prospects, which are based on the information currently available to us and on assumptions we have made. Although we believe that our plans, intentions, expectations, strategies and prospects as reflected in or suggested by those forward-looking statements are reasonable, we can give no assurance that the plans, intentions, expectations or strategies will be attained or achieved. Furthermore, actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors that are beyond our control including, without limitation: our history of losses; our limited operating history; expectations regarding the widespread adoption of customer demand for our products; the effects of increased competition and commoditization of services we offer, including data delivery and storage; our ability to expand the sales of our products to customers located outside the U.S.; keeping up with the rapid technological change required to remain competitive in our industry; our ability to retain existing customers; our ability to manage our growth effectively and successfully recruit additional highly-qualified personnel; the price volatility of our common stock; and other risks set forth under the caption “Risk Factors” in our most recently filed Annual Report on Form 10-K, as updated by our subsequently filed Quarterly Reports on Form 10-Q and our other SEC filings. We assume no obligation to update any forward-looking statements contained in this document as a result of new information, future events or otherwise.

Non-GAAP Financial Measures

Brightcove has provided in this release the non-GAAP financial measures of non-GAAP gross profit, non-GAAP gross margin, non-GAAP income (loss) from operations, non-GAAP net income (loss), adjusted EBITDA and non-GAAP diluted net income (loss) per share. Brightcove uses these non-GAAP financial measures internally in analyzing its financial results and believes they are useful to investors, as a supplement to GAAP measures, in evaluating Brightcove’s ongoing operational performance. Brightcove believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing its financial results with other companies in Brightcove’s industry, many of which present similar non-GAAP financial measures to investors. As noted, the non-GAAP financial results discussed above of non-GAAP gross profit, non-GAAP gross margin, non-GAAP income (loss) from operations, non-GAAP net income (loss) and non-GAAP diluted net income (loss) per share exclude stock-based compensation expense, the amortization of acquired intangible assets, executive severance and merger-related expenses. The non-GAAP financial results discussed above of adjusted EBITDA is defined as consolidated net income (loss), plus stock-based compensation expense, the amortization of acquired intangible assets, merger-related expenses, depreciation expense, executive severance, other income/expense, including interest expense and interest income, and the provision for income taxes. Merger-related expenses include fees incurred in


connection with closing an acquisition in addition to fees associated with the retention of key employees. Executive severance represents severance paid to the former CEO of the Company. Non-GAAP financial measures have limitations as an analytical tool and should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Investors are encouraged to review the reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measures. As previously mentioned, a reconciliation of our non-GAAP financial measures to their most directly comparable GAAP measures has been provided in the financial statement tables included below in this press release. The Company’s earnings press releases containing such non-GAAP reconciliations can be found on the Investors section of the Company’s web site at http://www.brightcove.com.

Investor Contact:

Brian Denyeau

ICR for Brightcove

brian.denyeau@icrinc.com

646-277-1251

Media Contact:

Phil LeClare

Brightcove, Inc

pleclare@brightcove.com

617-674-6510


Brightcove Inc.

Condensed Consolidated Balance Sheets

(in thousands)

 

     September 30, 2017     December 31, 2016  

Assets

    

Current assets:

    

Cash and cash equivalents

   $ 22,056     $ 36,813  

Accounts receivable, net of allowance

     26,296       21,575  

Prepaid expenses and other current assets

     7,112       5,897  
  

 

 

   

 

 

 

Total current assets

     55,464       64,285  

Property and equipment, net

     9,005       9,264  

Intangible assets, net

     8,910       10,970  

Goodwill

     50,776       50,776  

Deferred tax asset

     123       121  

Other assets

     931       1,008  
  

 

 

   

 

 

 

Total assets

   $ 125,209     $ 136,424  
  

 

 

   

 

 

 

Liabilities and stockholders’ equity

    

Current liabilities:

    

Accounts payable

   $ 6,635     $ 5,327  

Accrued expenses

     13,319       15,705  

Capital lease liability

     334       489  

Equipment financing

     104       307  

Deferred revenue

     37,376       34,665  
  

 

 

   

 

 

 

Total current liabilities

     57,768       56,493  

Deferred revenue, net of current portion

     166       91  

Other liabilities

     1,253       1,644  
  

 

 

   

 

 

 

Total liabilities

     59,187       58,228  

Stockholders’ equity:

    

Common stock

     35       34  

Additional paid-in capital

     236,628       230,788  

Treasury stock, at cost

     (871     (871

Accumulated other comprehensive loss

     (843     (1,172

Accumulated deficit

     (168,927     (150,583
  

 

 

   

 

 

 

Total stockholders’ equity

     66,022       78,196  
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 125,209     $ 136,424  
  

 

 

   

 

 

 


Brightcove Inc.

Condensed Consolidated Statements of Operations

(in thousands, except per share amounts)

 

     Three Months Ended September 30,     Nine Months Ended September 30,  
     2017     2016     2017     2016  

Revenue:

        

Subscription and support revenue

   $ 36,496     $ 36,203     $ 106,266     $ 105,936  

Professional services and other revenue

     2,991       2,186       9,546       5,705  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total revenue

     39,487       38,389       115,812       111,641  

Cost of revenue: (1) (2)

        

Cost of subscription and support revenue

     12,924       11,691       38,180       35,041  

Cost of professional services and other revenue

     3,580       2,086       10,120       5,453  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total cost of revenue

     16,504       13,777       48,300       40,494  
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     22,983       24,612       67,512       71,147  
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating expenses: (1) (2)

        

Research and development

     7,820       7,704       24,293       22,385  

Sales and marketing

     14,551       13,334       44,356       39,845  

General and administrative

     5,961       5,126       17,228       14,190  

Merger-related

     —         —         —         21  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     28,332       26,164       85,877       76,441  
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss from operations

     (5,349     (1,552     (18,365     (5,294

Other income (expense), net

     71       (5     523       (127
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss before income taxes

     (5,278     (1,557     (17,842     (5,421

Provision for income taxes

     118       61       305       202  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

   $ (5,396   $ (1,618   $ (18,147   $ (5,623
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss per share—basic and diluted

   $ (0.16   $ (0.05   $ (0.53   $ (0.17
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted-average shares—basic and diluted

     34,501       33,345       34,270       32,956  

(1) Stock-based compensation included in above line items:

        

Cost of subscription and support revenue

   $ 117     $ 94     $ 308     $ 204  

Cost of professional services and other revenue

     70       69       189       158  

Research and development

     384       372       1,132       942  

Sales and marketing

     690       651       1,953       1,630  

General and administrative

     557       495       1,712       1,331  

(2) Amortization of acquired intangible assets included in the above line items:

        

Cost of subscription and support revenue

   $ 508     $ 507     $ 1,523     $ 1,523  

Research and development

     —         32       11       95  

Sales and marketing

     166       245       525       715  


Brightcove Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

 

     Nine Months Ended September 30,  
     2017     2016  

Operating activities

    

Net loss

   $ (18,147   $ (5,623

Adjustments to reconcile net loss to net cash (used in) provided by operating activities:

    

Depreciation and amortization

     5,607       5,901  

Stock-based compensation

     5,294       4,265  

Provision for reserves on accounts receivable

     152       233  

Changes in assets and liabilities:

    

Accounts receivable

     (4,816     (1,441

Prepaid expenses and other current assets

     (1,660     (1,720

Other assets

     94       (200

Accounts payable

     2,021       (17

Accrued expenses

     (2,874     1,953  

Deferred revenue

     2,677       4,278  
  

 

 

   

 

 

 

Net cash (used in) provided by operating activities

     (11,652     7,629  
  

 

 

   

 

 

 

Investing activities

    

Cash paid for purchase of intangible asset

     —         (300

Purchases of property and equipment, net of returns

     (990     (1,194

Capitalization of internal-use software costs

     (2,091     (2,940
  

 

 

   

 

 

 

Net cash used in investing activities

     (3,081     (4,434
  

 

 

   

 

 

 

Financing activities

    

Proceeds from exercise of stock options

     379       4,392  

Payments of withholding tax on RSU vesting

     (175     (216

Proceeds from equipment financing

     —         604  

Payments on equipment financing

     (229     (196

Payments under capital lease obligation

     (383     (682
  

 

 

   

 

 

 

Net cash (used in) provided by financing activities

     (408     3,902  
  

 

 

   

 

 

 

Effect of exchange rate changes on cash and cash equivalents

     384       458  
  

 

 

   

 

 

 

Net (decrease) increase in cash and cash equivalents

     (14,757     7,555  

Cash and cash equivalents at beginning of period

     36,813       27,637  
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 22,056     $ 35,192  
  

 

 

   

 

 

 


Brightcove Inc.

Reconciliation of GAAP Gross Profit, GAAP Loss From Operations, GAAP Net Loss and GAAP Net Loss Per Share to

Non-GAAP Gross Profit, Non-GAAP (Loss) Income From Operations, Non-GAAP Net (Loss) Income and Non-GAAP Net (Loss) Income Per Share

(in thousands, except per share amounts)

 

     Three Months Ended September 30,     Nine Months Ended September 30,  
     2017     2016     2017     2016  

GROSS PROFIT:

        

GAAP gross profit

   $ 22,983     $ 24,612     $ 67,512     $ 71,147  

Stock-based compensation expense

     187       163       497       362  

Amortization of acquired intangible assets

     508       507       1,523       1,523  
  

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP gross profit

   $ 23,678     $ 25,282     $ 69,532     $ 73,032  
  

 

 

   

 

 

   

 

 

   

 

 

 

LOSS FROM OPERATIONS:

        

GAAP loss from operations

   $ (5,349   $ (1,552   $ (18,365   $ (5,294

Stock-based compensation expense

     1,818       1,681       5,294       4,265  

Merger-related expenses

     —         —         —         21  

Amortization of acquired intangible assets

     674       784       2,059       2,333  

Executive severance

     700       —         700       —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP (loss) income from operations

   $ (2,157   $ 913     $ (10,312   $ 1,325  
  

 

 

   

 

 

   

 

 

   

 

 

 

NET LOSS:

        

GAAP net loss

   $ (5,396   $ (1,618   $ (18,147   $ (5,623

Stock-based compensation expense

     1,818       1,681       5,294       4,265  

Merger-related expenses

     —         —         —         21  

Amortization of acquired intangible assets

     674       784       2,059       2,333  

Executive severance

     700       —         700       —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP net (loss) income

   $ (2,204   $ 847     $ (10,094   $ 996  
  

 

 

   

 

 

   

 

 

   

 

 

 

GAAP diluted net loss per share

   $ (0.16   $ (0.05   $ (0.53   $ (0.17
  

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP diluted net (loss) income per share

   $ (0.06   $ 0.02     $ (0.29   $ 0.03  
  

 

 

   

 

 

   

 

 

   

 

 

 

Shares used in computing GAAP diluted net loss per share

     34,501       33,345       34,270       32,956  

Shares used in computing Non-GAAP diluted net (loss) income per share

     34,501       35,554       34,270       34,336  


Brightcove Inc.

Calculation of Adjusted EBITDA

(in thousands)

 

     Three Months Ended September 30,     Nine Months Ended September 30,  
     2017     2016     2017     2016  

Net loss

   $ (5,396   $ (1,618   $ (18,147   $ (5,623

Other (income) expense, net

     (71     5       (523     127  

Provision for income taxes

     118       61       305       202  

Merger-related expenses

     —         —         —         21  

Depreciation and amortization

     1,942       1,916       5,607       5,901  

Stock-based compensation expense

     1,818       1,681       5,294       4,265  

Executive severance

     700       —         700       —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

   $ (889   $ 2,045     $ (6,764   $ 4,893