UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 7, 2015
TANGOE, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware |
|
001-35247 |
|
06-1571143 |
(State or Other Jurisdiction of |
|
(Commission |
|
(IRS Employer |
35 Executive Blvd., Orange, Connecticut |
|
06477 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrants telephone number, including area code: (203) 859-9300
(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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition
On May 7, 2015, Tangoe, Inc. (the Company) announced its financial results for the quarter ended March 31, 2015. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 (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 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:
99.1 Press Release entitled Tangoe, Inc. Announces First Quarter 2015 Financial Results issued by the Company on May 7, 2015.
SIGNATURE
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: May 7, 2015 |
| |
|
| |
|
By: |
/s/ Albert R. Subbloie, Jr. |
|
|
Albert R. Subbloie, Jr. |
|
|
President and Chief Executive Officer |
Exhibit 99.1
For Immediate Release
Tangoe, Inc. Announces First Quarter 2015 Financial Results
· Total revenue of $53.5 million
· GAAP operating income of $0.9 million; non-GAAP operating income of $7.5 million
· GAAP EPS of $0.01; non-GAAP EPS of $0.17
· Adjusted EBITDA of $8.2 million; adjusted EBITDA margin of 15.2%
Orange, Conn., May 7, 2015 Tangoe, Inc. (NASDAQ: TNGO), a leading global provider of Connection Lifecycle Management (CLM) software and related services, today announced financial results for its first quarter ended March 31, 2015.
We continued to enhance our market leadership position during the first quarter with the launch and rollout of new Matrix Connection Lifecycle Management software and services, stated Al Subbloie, president and CEO of Tangoe. During the quarter, our total revenues were below expectations primarily due to quarter-to-quarter variability of non-recurring revenue, which is the less strategic component of our business. We remain optimistic about the companys future which is supported by continued expansion within our large and growing customer base, expanding relationships with key strategic alliance partners, and the strength of our new customer adds.
Subbloie added, We are very excited about our pending acquisition of IBMs Rivermine TEM business, which we expect will improve the overall scale of our company, as well as increase our global customer base and spend under management. We also expect the acquisition will further accelerate the expansion of our global presence and bolster our relationship with IBM. We anticipate the acquisition to be accretive during 2016.
First Quarter 2015 Financial Highlights
· Revenue: Total revenue for the first quarter was $53.5 million, an increase of 6% on a year-over-year basis. Recurring technology and services revenue was $48.9 million, an increase of 6% on a year-over-year basis. Strategic consulting, software licenses and other services revenue contributed the remaining $4.6 million of total revenue for the first quarter of 2015.
· Operating Income: GAAP operating income for the first quarter was $0.9 million, compared to $0.2 million for the first quarter of 2014. Non-GAAP operating income for the first quarter was $7.5 million, compared to $6.4 million for the first quarter of 2014.
· Net Income (Loss): GAAP net income for the first quarter was $0.3 million, compared to a net loss of $0.3 million for the same period last year. GAAP
diluted net income per share for the first quarter was $0.01, based on 40.7 million weighted-average diluted shares outstanding, compared to a loss of $0.01 per share, based on 38.4 million weighted-average shares outstanding, for the same period last year.
Non-GAAP net income for the first quarter was $6.8 million compared to $6.0 million for the first quarter of 2014. Non-GAAP diluted net income per share for the first quarter was $0.17 based on 40.7 million weighted-average diluted shares outstanding compared to $0.15 per share based on 41.0 million weighted-average diluted shares outstanding for the same period last year.
· Adjusted EBITDA: Adjusted EBITDA for the first quarter was $8.2 million, compared to $7.1 million for the first quarter of 2014. Adjusted EBITDA margin was 15.2% for the first quarter of 2015, compared to a 14.1% margin for the same period last year.
· Cash and Cash Flow: As of March 31, 2015, Tangoe had cash and cash equivalents of $52.5 million, an increase of $1.3 million from the end of the prior quarter, primarily due to the cash generated during the quarter, partially offset by the repurchase of common stock during the quarter.
The company generated $4.0 million in net cash from operations for the first quarter of 2015, compared to $3.1 million during the first quarter of 2014. The company generated $3.2 million in unlevered free cash flow for the quarter, compared to $1.9 million during the first quarter of 2014.
A reconciliation of GAAP to non-GAAP financial measures has been provided in the financial statement tables included in this press release. An explanation of these measures is also included below under the heading Non-GAAP Financial Measures.
Financial Outlook
As of May 7, 2015, Tangoe is providing guidance for its second quarter and full year 2015 both including and excluding the expected financial impact from the expected acquisition of IBMs Rivermine TEM Division.
· Second Quarter 2015 Guidance: Total revenue is expected to be in the range of $56.5 million to $57.5 million. Adjusted EBITDA is expected to be in the range of $8.8 million to $9.3 million. Non-GAAP net income per share is expected to be in the range of $0.18 to $0.19 based on approximately 41.2 million weighted-average diluted shares outstanding.
Second quarter 2015 guidance includes the expected approximate contribution of approximately $1.0 million to total revenue and $0.01 of dilution to non-GAAP net income per share from the acquisition of IBMs Rivermine TEM Division.
· Full Year 2015 Guidance: Total revenue is expected to be in the range of $245.0 million to $250.0 million. Adjusted EBITDA is expected to be in the range of $36.0 million to $38.0 million. Non-GAAP net income per share is expected to be in the range of $0.73 to $0.78 based on approximately 42.0 million weighted-average diluted shares outstanding.
Full year 2015 guidance includes the expected approximate contribution of $10.0 million to total revenue and $0.04 of dilution to non-GAAP net income per share from the acquisition of IBMs Rivermine TEM Division.
Quarterly Conference Call
Tangoe will host a conference call today at 5:00 p.m. EDT to review the companys financial results for the first quarter 2015 as well as its business outlook. To access this call, dial 888.417.8516 (United States), or 719.457.2648 (international), with conference ID #5523598. A live webcast of the conference call will be accessible from the investor relations page of Tangoes website at http://investor.tangoe.com, and a recording will be archived and accessible at http://investor.tangoe.com/events.cfm. A recording of this conference call will also be available through May 21, 2015, by dialing 877.870.5176 (United States), or 858.384.5517 (international). The recording access code is #5523598.
About Tangoe
Tangoe (NASDAQ:TNGO) is a leading global provider of Connection Lifecycle Management software and services to a wide range of global enterprises and service providers. The companys Connection Lifecycle Management platform, Matrix, is an on-demand suite of software and services designed to turn on, track, manage, secure, and support various connections in an enterprises connection lifecycle, including mobile, fixed, machine-to-machine, cloud software and services, enterprise social, and IT connections. Additional information about Tangoe can be found at www.tangoe.com.
Tangoe is a registered trademark of Tangoe, Inc.
Non-GAAP Financial Measures
Adjusted EBITDA discussed in this press release is defined as net income (loss) plus interest expense, income tax provision, depreciation and amortization, amortization of marketing agreement intangible assets, stock-based compensation expense and, for 2015 only, other expense; less amortization of leasehold interest, interest income and, for 2014 only, other income. Non-GAAP operating income excludes stock-based compensation expense and amortization of intangible assets. Non-GAAP net income excludes stock-based compensation expense, amortization of intangible assets, amortization of debt discount, and other income. Unlevered free cash flow is defined as net cash provided by operating activities plus net interest payments, less capital expenditures. Management presents these non-GAAP financial measures because it considers them to be important supplemental measures of performance. Management uses the non-GAAP financial measures for planning purposes, including analysis of the companys performance against prior periods, the preparation of operating budgets and determination of appropriate levels of operating and capital investments. Management also believes that the non-GAAP financial measures provide additional insight for analysts and investors in evaluating the companys financial and operational performance. However, these non-GAAP financial measures have limitations as an analytical tool and are not intended to be an alternative to financial measures prepared in accordance with GAAP. We intend to provide these non-GAAP financial measures as part of our future earnings discussions and, therefore, the inclusion of these non-GAAP financial measures will provide consistency in our financial reporting. A reconciliation of these non-GAAP measures to GAAP is provided in the accompanying tables.
Forward-Looking Statements
This press release contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this press release regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans and objectives of management are forward-looking statements. The words anticipate, believe, estimate, expect, intend, may, pending, plan, target, would and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements include, among other things, statements about our anticipated acquisition of IBMs Rivermine TEM Division, which is subject to the satisfaction of certain conditions to closing, and our estimates regarding future revenue and financial performance. We may not actually achieve the expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events
could differ materially from the expectations disclosed in the forward-looking statements we make. More information about potential factors that could affect our business and financial results is contained in our Annual Report on Form 10-K as filed with the Securities and Exchange Commission on March 16, 2015. Additional information will also be set forth in our future quarterly reports on Form 10-Q, annual reports on Form 10-K and other filings that we make with the Securities and Exchange Commission. We do not intend, and undertake no duty, to release publicly any updates or revisions to any forward-looking statements contained herein.
TANGOE, INC.
Consolidated Statements of Operations (unaudited)
(in thousands, except per share amounts)
|
|
Three Months Ended |
| ||||
|
|
March 31, |
| ||||
|
|
2014 |
|
2015 |
| ||
|
|
|
|
|
| ||
Revenue: |
|
|
|
|
| ||
Recurring technology and services |
|
$ |
45,999 |
|
$ |
48,916 |
|
Strategic consulting, software licenses and other |
|
4,395 |
|
4,553 |
| ||
Total revenue |
|
50,394 |
|
53,469 |
| ||
|
|
|
|
|
| ||
Cost of revenue: |
|
|
|
|
| ||
Recurring technology and services |
|
21,398 |
|
21,630 |
| ||
Strategic consulting, software licenses and other |
|
2,334 |
|
2,245 |
| ||
Total cost of revenue |
|
23,732 |
|
23,875 |
| ||
|
|
|
|
|
| ||
Gross profit |
|
26,662 |
|
29,594 |
| ||
|
|
|
|
|
| ||
Operating expenses: |
|
|
|
|
| ||
Sales and marketing |
|
9,945 |
|
10,374 |
| ||
General and administrative |
|
8,788 |
|
10,103 |
| ||
Research and development |
|
5,129 |
|
6,127 |
| ||
Depreciation and amortization |
|
2,607 |
|
2,052 |
| ||
Income from operations |
|
193 |
|
938 |
| ||
|
|
|
|
|
| ||
Other income (expense), net |
|
|
|
|
| ||
Interest expense |
|
(37 |
) |
(64 |
) | ||
Interest income |
|
9 |
|
9 |
| ||
Other income (expense) |
|
13 |
|
(2 |
) | ||
Income before income tax provision |
|
178 |
|
881 |
| ||
Income tax provision |
|
445 |
|
629 |
| ||
Net (loss) income |
|
$ |
(267 |
) |
$ |
252 |
|
|
|
|
|
|
| ||
Net (loss) income per common share: |
|
|
|
|
| ||
Basic |
|
$ |
(0.01 |
) |
$ |
0.01 |
|
Diluted |
|
$ |
(0.01 |
) |
$ |
0.01 |
|
|
|
|
|
|
| ||
Weighted average number of common share: |
|
|
|
|
| ||
Basic |
|
38,364 |
|
38,724 |
| ||
Diluted |
|
38,364 |
|
40,715 |
|
TANGOE, INC.
Consolidated Balance Sheets
(in thousands)
|
|
December 31, |
|
March 31, |
| ||
|
|
2014 |
|
2015 |
| ||
|
|
|
|
(Unaudited) |
| ||
ASSETS |
|
|
|
|
| ||
CURRENT ASSETS: |
|
|
|
|
| ||
Cash and cash equivalents |
|
$ |
51,279 |
|
$ |
52,543 |
|
Accounts receivable |
|
56,948 |
|
58,695 |
| ||
Prepaid expenses and other current assets |
|
5,901 |
|
10,769 |
| ||
Total current assets |
|
114,128 |
|
122,007 |
| ||
COMPUTERS, FURNITURE AND EQUIPMENT-NET |
|
5,217 |
|
5,280 |
| ||
|
|
|
|
|
| ||
OTHER ASSETS: |
|
|
|
|
| ||
Intangible assets-net |
|
28,753 |
|
27,063 |
| ||
Goodwill |
|
65,348 |
|
64,857 |
| ||
Security deposits and other non-current assets |
|
1,566 |
|
1,480 |
| ||
TOTAL ASSETS |
|
$ |
215,012 |
|
$ |
220,687 |
|
|
|
|
|
|
| ||
LIABILITIES AND STOCKHOLDERS EQUITY |
|
|
|
|
| ||
CURRENT LIABILITIES: |
|
|
|
|
| ||
Accounts payable |
|
$ |
10,733 |
|
$ |
9,584 |
|
Accrued expenses |
|
8,283 |
|
8,931 |
| ||
Deferred revenue-current portion |
|
10,858 |
|
10,925 |
| ||
Notes payable-current portion |
|
1,400 |
|
2,288 |
| ||
Total current liabilities |
|
31,274 |
|
31,728 |
| ||
|
|
|
|
|
| ||
OTHER LIABILITIES: |
|
|
|
|
| ||
Deferred taxes and other non-current liabilities |
|
4,372 |
|
4,529 |
| ||
Deferred revenue-less current portion |
|
1,030 |
|
797 |
| ||
Notes payable-less current portion |
|
166 |
|
2,555 |
| ||
Total liabilities |
|
36,842 |
|
39,609 |
| ||
|
|
|
|
|
| ||
|
|
|
|
|
| ||
COMMITMENT AND CONTINGENCIES |
|
|
|
|
| ||
|
|
|
|
|
| ||
STOCKHOLDERS EQUITY |
|
|
|
|
| ||
Common Stock |
|
4 |
|
4 |
| ||
Additional paid-in capital |
|
215,491 |
|
219,180 |
| ||
Warrants for common stock |
|
10,610 |
|
10,610 |
| ||
Accumulated deficit |
|
(45,859 |
) |
(45,607 |
) | ||
Other comprehensive loss |
|
(2,076 |
) |
(3,109 |
) | ||
Total stockholders equity |
|
178,170 |
|
181,078 |
| ||
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
|
$ |
215,012 |
|
$ |
220,687 |
|
TANGOE, INC.
Condensed Consolidated Statements of Cash Flows (unaudited)
(in thousands)
|
|
For the Three Months Ended |
| ||||
|
|
March 31, |
| ||||
|
|
2014 |
|
2015 |
| ||
|
|
|
|
|
| ||
Operating activities: |
|
|
|
|
| ||
Net (loss) income |
|
$ |
(267 |
) |
$ |
252 |
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities: |
|
|
|
|
| ||
Amortization of debt discount |
|
25 |
|
7 |
| ||
Amortization of leasehold interest |
|
(24 |
) |
(24 |
) | ||
Depreciation and amortization |
|
2,607 |
|
2,052 |
| ||
(Decrease) increase in deferred rent liability |
|
(31 |
) |
71 |
| ||
Amortization of marketing agreement intangible assets |
|
108 |
|
161 |
| ||
Allowance for doubtful accounts |
|
30 |
|
90 |
| ||
Deferred income taxes |
|
307 |
|
131 |
| ||
Stock based compensation expense |
|
4,197 |
|
5,024 |
| ||
Loss on disposal of fixed assets |
|
|
|
17 |
| ||
Changes in assets and liabilities, net of acquisitions: |
|
|
|
|
| ||
Accounts receivable |
|
(1,593 |
) |
(2,002 |
) | ||
Prepaid expenses and other current assets |
|
(1,035 |
) |
(1,458 |
) | ||
Other assets |
|
(340 |
) |
86 |
| ||
Accounts payable |
|
183 |
|
(1,120 |
) | ||
Accrued expenses and other current liabilities |
|
(807 |
) |
852 |
| ||
Deferred revenue |
|
(283 |
) |
(138 |
) | ||
Net cash provided by operating activities |
|
3,077 |
|
4,001 |
| ||
Investing activities: |
|
|
|
|
| ||
Purchases of computers, furniture and equipment |
|
(1,218 |
) |
(794 |
) | ||
Net cash used in investing activities |
|
(1,218 |
) |
(794 |
) | ||
Financing activities: |
|
|
|
|
| ||
Borrowings of debt |
|
177 |
|
|
| ||
Repayment of debt |
|
(276 |
) |
(226 |
) | ||
Repurchase of common stock |
|
|
|
(2,000 |
) | ||
Proceeds from exercise of stock options and stock warrants |
|
1,172 |
|
665 |
| ||
Net cash provided by (used in) financing activities |
|
1,073 |
|
(1,561 |
) | ||
|
|
|
|
|
| ||
Effect of exchange rate on cash |
|
(35 |
) |
(382 |
) | ||
|
|
|
|
|
| ||
Net increase in cash and cash equivalents |
|
2,897 |
|
1,264 |
| ||
Cash and cash equivalents, beginning of period |
|
43,182 |
|
51,279 |
| ||
Cash and cash equivalents, end of period |
|
$ |
46,079 |
|
$ |
52,543 |
|
TANGOE, INC.
Calculation of Non-GAAP Operating Income (Unaudited)
(in thousands)
|
|
Three Months Ended | |||||||||
|
|
March 31, | |||||||||
|
|
2014 |
|
2015 |
| ||||||
|
|
|
|
% of |
|
|
|
% of |
| ||
|
|
Amount |
|
Revenue |
|
Amount |
|
Revenue |
| ||
Income from operations |
|
$ |
193 |
|
0.4 |
% |
$ |
938 |
|
1.8 |
% |
|
|
|
|
|
|
|
|
|
| ||
Add: |
|
|
|
|
|
|
|
|
| ||
Stock based compensation expense |
|
4,197 |
|
8.3 |
% |
5,024 |
|
9.4 |
% | ||
Amortization of intangibles |
|
2,036 |
|
4.0 |
% |
1,489 |
|
2.8 |
% | ||
Non-GAAP income from operations |
|
$ |
6,426 |
|
12.8 |
% |
$ |
7,451 |
|
13.9 |
% |
TANGOE, INC.
Reconciliation of Net (loss) income to Adjusted EBITDA (Unaudited)
(in thousands)
|
|
Three Months Ended | |||||||||
|
|
March 31, | |||||||||
|
|
2014 |
|
2015 |
| ||||||
|
|
|
|
% of |
|
|
|
% of |
| ||
|
|
Amount |
|
Revenue |
|
Amount |
|
Revenue |
| ||
Net (loss) income |
|
$ |
(267 |
) |
-0.5 |
% |
$ |
252 |
|
0.5 |
% |
Interest expense |
|
37 |
|
0.1 |
% |
64 |
|
0.1 |
% | ||
Other (income) expense |
|
(13 |
) |
0.0 |
% |
2 |
|
0.0 |
% | ||
Interest income |
|
(9 |
) |
0.0 |
% |
(9 |
) |
0.0 |
% | ||
Income tax provision |
|
445 |
|
0.9 |
% |
629 |
|
1.2 |
% | ||
Depreciation and amortization |
|
2,607 |
|
5.2 |
% |
2,052 |
|
3.8 |
% | ||
Amortization of marketing agreement intangible assets |
|
108 |
|
0.2 |
% |
161 |
|
0.3 |
% | ||
Amortization of leasehold interest |
|
(24 |
) |
0.0 |
% |
(24 |
) |
0.0 |
% | ||
Stock based compensation expense |
|
4,197 |
|
8.3 |
% |
5,024 |
|
9.4 |
% | ||
Adjusted EBITDA |
|
$ |
7,081 |
|
14.1 |
% |
$ |
8,151 |
|
15.2 |
% |
TANGOE, INC.
Calculation of Non-GAAP Net Income and Non-GAAP Net Income per Share (Unaudited)
(in thousands, except per share data)
|
|
Three Months Ended |
| ||||
|
|
March 31, |
| ||||
|
|
2014 |
|
2015 |
| ||
Net (loss) income |
|
$ |
(267 |
) |
$ |
252 |
|
|
|
|
|
|
| ||
Add: |
|
|
|
|
| ||
Stock based compensation expense |
|
4,197 |
|
5,024 |
| ||
Amortization of intangibles |
|
2,036 |
|
1,489 |
| ||
Amortization of debt discount |
|
25 |
|
7 |
| ||
Other (income) expense |
|
(13 |
) |
2 |
| ||
Non-GAAP net income |
|
$ |
5,978 |
|
$ |
6,774 |
|
|
|
|
|
|
| ||
Non-GAAP net income per share: diluted |
|
$ |
0.15 |
|
$ |
0.17 |
|
|
|
|
|
|
| ||
Fully diluted weighted average shares outstanding |
|
40,969 |
|
40,715 |
|
TANGOE, INC.
Stock Based Compensation Expense (Unaudited)
(in thousands)
|
|
Three Months Ended |
| ||||
|
|
March 31, |
| ||||
|
|
2014 |
|
2015 |
| ||
Cost of revenue |
|
$ |
1,488 |
|
$ |
910 |
|
Sales and marketing |
|
1,256 |
|
1,367 |
| ||
General and administrative |
|
1,035 |
|
2,066 |
| ||
Research and development |
|
418 |
|
681 |
| ||
Total |
|
$ |
4,197 |
|
$ |
5,024 |
|
TANGOE, INC.
Calculation of Unlevered Free Cash Flow (Unaudited)
(in thousands)
|
|
Three Months Ended |
| ||||
|
|
March 31, |
| ||||
|
|
2014 |
|
2015 |
| ||
Net cash provided by operating activities |
|
$ |
3,077 |
|
$ |
4,001 |
|
|
|
|
|
|
| ||
Add: |
|
|
|
|
| ||
Interest payments, net |
|
9 |
|
15 |
| ||
|
|
|
|
|
| ||
Subtract: |
|
|
|
|
| ||
Capital Expenditures |
|
1,218 |
|
794 |
| ||
Unlevered Free Cash Flow |
|
$ |
1,868 |
|
$ |
3,222 |
|
Investor Contact:
Seth Potter
ICR, Inc.
646.277.1230
investor.relations@tangoe.com
Media Contact:
Shannon Cortina
Tangoe, Inc.
732.637.2010
shannon.cortina@tangoe.com