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): November 1, 2018

 

 

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 November 1, 2018, Brightcove Inc. issued a press release announcing certain financial and other information for the quarter ended September 30, 2018. 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 November 1, 2018, 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: November 1, 2018     Brightcove Inc.
    By:  

/s/ Robert Noreck

      Robert Noreck
      Chief Financial Officer
EX-99.1

Exhibit 99.1

Brightcove Announces Financial Results for Third Quarter Fiscal Year 2018

BOSTON, MA (November 1, 2018) Brightcove Inc. (Nasdaq: BCOV), the leading provider of cloud services for video, today announced financial results for the third quarter ended September 30, 2018.

“Brightcove made continued progress in the third quarter on the strategic priorities that we believe will return the company to strong levels of consistent growth and profitability. In the near-term, the positive changes we are making to our product development, demand generation and go-to-market efforts caused some modest disruption to sales,” said Jeff Ray, Brightcove’s chief executive officer.

Ray continued, “We have completed a thorough review of our end markets and identified several sub-segments that are all exhibiting strong growth and an increased interest in deploying video to drive better business performance. We are now tightly aligning our product, demand generation and sales efforts in these areas. We are confident our strategy will deliver meaningfully improved financial results and generate significant value for shareholders.”

Third Quarter 2018 Financial Highlights:

 

   

Revenue for the third quarter of 2018 was $41.1 million, an increase of 4% compared to $39.5 million for the third quarter of 2017. Subscription and support revenue was $37.4 million, compared to $36.5 million for the third quarter of 2017.                

 

   

Gross profit for the third quarter of 2018 was $24.8 million, representing a gross margin of 60% compared to a gross profit of $23.0 million for the third quarter of 2017. Non-GAAP gross profit for the third quarter of 2018 was $25.4 million, representing a non-GAAP gross margin of 62%, compared to a non-GAAP gross profit of $23.7 million for the third quarter of 2017. 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 $3.1 million for the third quarter of 2018, compared to a loss from operations of $5.3 million for the third quarter of 2017. Non-GAAP loss from operations, which excludes stock-based compensation expense, the amortization of acquired intangible assets and executive severance, was $607,000 for the third quarter of 2018, compared to non-GAAP loss from operations of $2.2 million during the third quarter of 2017.

 

   

Net loss was $3.5 million, or $0.10 per diluted share, for the third quarter of 2018. This compares to a net loss of $5.4 million, or $0.16 per diluted share, for the third quarter of 2017. Non-GAAP net loss, which excludes stock-based compensation expense, the amortization of acquired intangible assets and executive severance, was $968,000 for the third quarter of 2018, or $0.03 per diluted share, compared to non-GAAP net loss of $2.2 million for the third quarter of 2017, or $0.06 per diluted share.

 

   

Adjusted EBITDA was $575,000 for the third quarter of 2018, compared to an adjusted EBITDA loss of $889,000 for the third quarter of 2017. Adjusted EBITDA excludes stock-based compensation expense, executive severance, the amortization of acquired intangible assets, depreciation expense, other income/expense and the provision for income taxes.


   

Cash flow used in operations was $488,000 for the third quarter for 2018, compared to cash flow used in operations of $4.9 million for the third quarter of 2017.

 

   

Free cash flow was negative $1.6 million after the company invested $1.1 million in capital expenditures and capitalization of internal-use software during the third quarter of 2018. Free cash flow was negative $6.2 million for the third quarter of 2017.

 

   

Cash and cash equivalents were $26.9 million as of September 30, 2018 compared $27.5 million at June 30, 2018.

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 $74,000 in the third quarter of 2018, excluding starter customers who had average annualized revenue of $4,600 per customer. This compares to $73,000 in the comparable period in 2017.

 

   

Recurring dollar retention rate was 94% in the third quarter of 2018, which was in line with our historical target of the low to mid-90 percent range.

 

   

Ended the quarter with 3,867 customers, of which 2,227 were premium.

 

   

New customers and customers who expanded their relationship during the quarter include: FM Global, 3M, University of Kansas Hospital Authority, Smithfield Foods, Barstool Sports, Quebecor, Pop Media Networks, LLC, ODK Media, Inc., Gaia, David Yurman, Mary Kay, H&M, San Francisco Ballet, The National September 11 Memorial & Museum, and Village Roadshow Australia, among others.

 

   

Frost & Sullivan recognized Brightcove with its 2018 Global Company of the Year Award. Our robust platform offering, brand reputation and expanding global footprint were noted as giving Brightcove a distinct edge in the highly fragmented OVP market.

 

   

Brightcove Context Aware Encoding won a CSI Award at the recent International Broadcasters Conference for best digital processing technology. This patent-pending technology was recognized as the fastest, most innovative approach to solving the complex problem of video delivery and beat out AWS’ Elemental technology, among others.

 

   

The Technology Services Industry Association recognized Brightcove as a Certified Staff Support Excellence Center for the 5th year in a row. This award recognizes Brightcove’s dedication to excellence and the unparalleled commitment the company makes to ensure a best-in-class experience for every customer, on every inquiry.


Business Outlook

Based on information as of today, November 1, 2018, the Company is issuing the following financial guidance:

Fourth Quarter 2018:

 

   

Revenue is expected to be in the range of $41.0 million to $41.5 million, including approximately $3.3 million of professional services revenue.

 

   

Non-GAAP loss from operations is expected to be in the range of $500,000 to $1.0 million, which excludes stock-based compensation of approximately $1.7 million and the amortization of acquired intangible assets of approximately $400,000.

 

   

Adjusted EBITDA is expected to be in the range of $200,000 to $700,000, which excludes stock-based compensation of approximately $1.7 million, the amortization of acquired intangible assets of approximately $400,000, depreciation expense of approximately $1.2 million and other income/expense and the provision for income taxes of approximately $300,000.

 

   

Non-GAAP net loss per diluted share is expected to be $0.03 to $0.04, which excludes stock-based compensation of approximately $1.7 million and the amortization of acquired intangible assets of approximately $400,000, and assumes approximately 36.6 million weighted-average shares outstanding.

Full Year 2018:

 

   

Revenue is expected to be in the range of $165.0 million to $165.5 million, including approximately $14.0 million of professional services revenue.

 

   

Non-GAAP loss from operations is expected to be in the range of $2.9 million to $3.4 million, which excludes stock-based compensation of approximately $6.7 million, executive severance of approximately $1.2 million and the amortization of acquired intangible assets of approximately $2.3 million.

 

   

Adjusted EBITDA is expected to be in the range of $1.0 million to $1.5 million, which excludes stock-based compensation of approximately $6.7 million, executive severance of approximately $1.2 million, the amortization of acquired intangible assets of approximately $2.3 million, depreciation expense of approximately $4.4 million and other income/expense and the provision for income taxes of approximately $1.1 million.

 

   

Non-GAAP net loss per diluted share is expected to be $0.12 to $0.13, which excludes stock-based compensation of approximately $6.7 million, executive severance of approximately $1.2 million and the amortization of acquired intangible assets of approximately $2.3 million, and assumes approximately 35.8 million weighted-average shares outstanding.

Conference Call Information

Brightcove will host a conference call today, November 1, 2018, 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 13683410. 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 managing, delivering, and monetizing video experiences on every screen. A pioneering force in the world of online video since the company’s founding in 2004, Brightcove’s award-winning technology, unparalleled services, extensive partner ecosystem, and proven global scale have helped thousands of companies in over 70 countries achieve better business results with video. 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 2018 and full year 2018, our position to execute on our growth 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 and executive severance. 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, executive severance, depreciation expense, other income/expense, including interest expense and interest income, and the provision for income taxes. Executive severance represents severance paid to the former interim CEO of the company as well as former key executives. 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.

Investors:

ICR for Brightcove

Brian Denyeau, 646-277-1251

brian.denyeau@icrinc.com

or

Media:

Brightcove

Meredith Duhaime

mduhaime@brightcove.com


Brightcove Inc.

Condensed Consolidated Balance Sheets

(in thousands)

 

     September 30, 2018     December 31, 2017  

Assets

    

Current assets:

    

Cash and cash equivalents

   $ 26,855     $ 26,132  

Accounts receivable, net of allowance

     24,040       25,236  

Prepaid expenses and other current assets

     11,871       7,036  
  

 

 

   

 

 

 

Total current assets

     62,766       58,404  

Property and equipment, net

     10,153       9,143  

Intangible assets, net

     6,340       8,236  

Goodwill

     50,776       50,776  

Deferred tax asset

     87       87  

Other assets

     2,288       969  
  

 

 

   

 

 

 

Total assets

   $ 132,410     $ 127,615  
  

 

 

   

 

 

 

Liabilities and stockholders’ equity

    

Current liabilities:

    

Accounts payable

   $ 5,041     $ 6,142  

Accrued expenses

     15,065       13,621  

Capital lease liability

     154       228  

Equipment financing

     —         26  

Deferred revenue

     39,516       39,370  
  

 

 

   

 

 

 

Total current liabilities

     59,776       59,387  

Deferred revenue, net of current portion

     278       244  

Other liabilities

     1,117       1,228  
  

 

 

   

 

 

 

Total liabilities

     61,171       60,859  

Stockholders’ equity:

    

Common stock

     37       35  

Additional paid-in capital

     249,176       238,700  

Treasury stock, at cost

     (871     (871

Accumulated other comprehensive loss

     (998     (809

Accumulated deficit

     (176,105     (170,299
  

 

 

   

 

 

 

Total stockholders’ equity

     71,239       66,756  
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 132,410     $ 127,615  
  

 

 

   

 

 

 


Brightcove Inc.

Condensed Consolidated Statements of Operations

(in thousands, except per share amounts)

 

     Three Months Ended September 30,     Nine Months Ended September 30,  
     2018     2017     2018     2017  

Revenue:

        

Subscription and support revenue

   $  37,442     $  36,496     $  113,176     $  106,266  

Professional services and other revenue

     3,679       2,991       10,793       9,546  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total revenue

     41,121       39,487       123,969       115,812  

Cost of revenue: (1) (2)

        

Cost of subscription and support revenue

     13,142       12,924       39,723       38,180  

Cost of professional services and other revenue

     3,176       3,580       10,424       10,120  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total cost of revenue

     16,318       16,504       50,147       48,300  
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     24,803       22,983       73,822       67,512  
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating expenses: (1) (2)

        

Research and development

     8,314       7,820       23,832       24,293  

Sales and marketing

     14,009       14,551       42,508       44,356  

General and administrative

     5,621       5,961       18,056       17,228  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     27,944       28,332       84,396       85,877  
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss from operations

     (3,141     (5,349     (10,574     (18,365

Other (expense) income, net

     (217     71       (427     523  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss before income taxes

     (3,358     (5,278     (11,001     (17,842

Provision for income taxes

     144       118       410       305  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

   $ (3,502   $  (5,396   $  (11,411   $  (18,147
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss per share—basic and diluted

   $ (0.10   $ (0.16   $ (0.32   $ (0.53
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted-average shares—basic and diluted

     36,212       34,501       35,564       34,270  

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

        

Cost of subscription and support revenue

   $ 140     $ 117     $ 373     $ 308  

Cost of professional services and other revenue

     69       70       155       189  

Research and development

     283       384       932       1,132  

Sales and marketing

     437       690       1,885       1,953  

General and administrative

     593       557       1,677       1,712  

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

 

     

Cost of subscription and support revenue

   $ 382     $ 508     $ 1,397     $ 1,523  

Research and development

     —         —         —         11  

Sales and marketing

     166       166       499       525  


Brightcove Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

 

     Nine Months Ended September 30,  
     2018     2017  

Operating activities

    

Net loss

   $ (11,411   $ (18,147

Adjustments to reconcile net loss to net cash used in operating activities:

    

Depreciation and amortization

     5,164       5,607  

Stock-based compensation

     5,022       5,294  

Provision for reserves on accounts receivable

     99       152  

Changes in assets and liabilities:

    

Accounts receivable

     1,998       (4,816

Prepaid expenses and other current assets

     (118     (1,660

Other assets

     (355     94  

Accounts payable

     (1,262     2,021  

Accrued expenses

     1,964       (2,874

Deferred revenue

     (1,335     2,677  
  

 

 

   

 

 

 

Net cash used in operating activities

     (234     (11,652
  

 

 

   

 

 

 

Investing activities

    

Purchases of property and equipment, net of returns

     (1,322     (990

Capitalization of internal-use software costs

     (2,527     (2,091
  

 

 

   

 

 

 

Net cash used in investing activities

     (3,849     (3,081
  

 

 

   

 

 

 

Financing activities

    

Proceeds from exercise of stock options

     5,440       379  

Payments of withholding tax on RSU vesting

     (142     (175

Payments on equipment financing

     (26     (229

Payments under capital lease obligation

     (260     (383
  

 

 

   

 

 

 

Net cash provided by (used in) financing activities

     5,012       (408
  

 

 

   

 

 

 

Effect of exchange rate changes on cash and cash equivalents

     (206     384  
  

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents

     723       (14,757

Cash and cash equivalents at beginning of period

     26,132       36,813  
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 26,855     $ 22,056  
  

 

 

   

 

 

 


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 From Operations, Non-GAAP Net Loss and Non-GAAP Net Loss Per Share

(in thousands, except per share amounts)

 

     Three Months Ended September 30,     Nine Months Ended September 30,  
     2018     2017     2018     2017  

GROSS PROFIT:

        

GAAP gross profit

   $ 24,803     $ 22,983     $ 73,822     $ 67,512  

Stock-based compensation expense

     209       187       528       497  

Amortization of acquired intangible assets

     382       508       1,397       1,523  
  

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP gross profit

   $ 25,394     $ 23,678     $ 75,747     $ 69,532  
  

 

 

   

 

 

   

 

 

   

 

 

 

LOSS FROM OPERATIONS:

        

GAAP loss from operations

   $ (3,141   $ (5,349   $ (10,574   $ (18,365

Stock-based compensation expense

     1,522       1,818       5,022       5,294  

Amortization of acquired intangible assets

     548       674       1,896       2,059  

Executive severance

     464       700       1,199       700  
  

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP loss from operations

   $ (607   $ (2,157   $ (2,457   $ (10,312
  

 

 

   

 

 

   

 

 

   

 

 

 

NET LOSS:

        

GAAP net loss

   $ (3,502   $ (5,396   $ (11,411   $ (18,147

Stock-based compensation expense

     1,522       1,818       5,022       5,294  

Amortization of acquired intangible assets

     548       674       1,896       2,059  

Executive severance

     464       700       1,199       700  
  

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP net loss

   $ (968   $ (2,204   $ (3,294   $ (10,094
  

 

 

   

 

 

   

 

 

   

 

 

 

GAAP diluted net loss per share

   $ (0.10   $ (0.16   $ (0.32   $ (0.53
  

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP diluted net loss per share

   $ (0.03   $ (0.06   $ (0.09   $ (0.29
  

 

 

   

 

 

   

 

 

   

 

 

 

Shares used in computing GAAP diluted net loss per share

     36,212       34,501       35,564       34,270  

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

     36,212       34,501       35,564       34,270  

Brightcove Inc.

Calculation of Adjusted EBITDA

(in thousands)

 

     Three Months Ended September 30,     Nine Months Ended September 30,  
     2018     2017     2018     2017  

Net loss

   $ (3,502   $ (5,396   $ (11,411   $ (18,147

Other expense (income), net

     217       (71     427       (523

Provision for income taxes

     144       118       410       305  

Depreciation and amortization

     1,730       1,942       5,164       5,607  

Stock-based compensation expense

     1,522       1,818       5,022       5,294  

Executive severance

     464       700       1,199       700  
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

   $ 575     $ (889   $ 811     $ (6,764