-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QcwiIzqDOXPJUiTK4i8mwhrAC9mqVcweXia5Vgct5avwO9Q9rz+KdPVCdpyToumP Nu43P2zovq3WSPxlnX+xZQ== 0001157523-07-010247.txt : 20071025 0001157523-07-010247.hdr.sgml : 20071025 20071025160143 ACCESSION NUMBER: 0001157523-07-010247 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071025 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071025 DATE AS OF CHANGE: 20071025 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Double-Take Software, Inc. CENTRAL INDEX KEY: 0001370314 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 200230046 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33184 FILM NUMBER: 071190917 BUSINESS ADDRESS: STREET 1: 257 TURNPIKE ROAD, SUITE 210 CITY: SOUTHBOROUGH STATE: MA ZIP: 01772 BUSINESS PHONE: 508-229-8810 MAIL ADDRESS: STREET 1: 257 TURNPIKE ROAD, SUITE 210 CITY: SOUTHBOROUGH STATE: MA ZIP: 01772 8-K 1 a5528495.txt DOUBLE-TAKE SOFTWARE, INC. 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 25, 2007 ---------------- Double-Take Software, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 001-33184 20-0230046 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 257 Turnpike Road, Suite 210 01772 Southborough, Massachusetts - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 877-335-5674 ------------ - -------------------------------------------------------------------------------- (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): [] 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)) Item 2.02 On October 25, 2007 Double-Take Software, Inc. issued a press release reporting financial results for the quarter ended September 30, 2007. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. (c) Exhibits 99.1 Press Release issued by Double-Take Software, Inc. dated October 25, 2007 announcing financial results for the quarter ended September 30, 2007. 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. Double-Take Software, Inc. -------------------------- Date 10/25/2007 /S. Craig Huke -------------- Vice President and Chief Financial Officer EX-99.1 2 a5528495ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 Double-Take Software, Inc. Announces Third Quarter 2007 Financial Results SOUTHBOROUGH, Mass.--(BUSINESS WIRE)--Oct. 25, 2007--Double-Take Software, Inc. (NASDAQ: DBTK), a leading provider of recovery solutions, today announced its financial results for the third quarter 2007. "We are very pleased with our financial and operational performance for the third quarter. Both income and sales were above our expectations and we have made great progress in our R&D and marketing efforts, particularly in the area of developing capabilities to continuously redeploy full systems across wide areas for physical and virtual environments," said Dean Goodermote, Chairman of the Board and CEO of Double-Take Software, Inc. Total revenue for the quarter, which consists of software revenue, maintenance and professional services revenue, increased 29.8% to $21.3 million in the third quarter of 2007 from $16.4 million in the third quarter of 2006. Software revenue increased 23.3% to $12.6 million in the third quarter of 2007 from $10.2 million in the third quarter of 2006. Maintenance and professional services revenue increased 40.6% to $8.7 million in the third quarter of 2007 from $6.2 million in the third quarter of 2006. Operating expenses for the third quarter of 2007 increased 28.1% to $14.7 million from $11.5 million in the third quarter of 2006. Included in operating expenses are the following items: -- Stock option expense of $1.1 million in the third quarter of 2007 compared to $0.5 million in 2006. -- Amortization of intangible assets related to the acquisition of Double-Take EMEA of $0.2 million for the third quarter of 2007 and 2006. Income from operations was $4.6 million in the third quarter of 2007 compared to $2.7 million in the third quarter of 2006. The Company recorded a tax expense of $2.1 million in the third quarter of 2007 compared to $0.3 million in the third quarter of 2006. Net income attributable to common stockholders was $3.3 million, or $0.14 per diluted share, in the third quarter of 2007 compared to net income attributable to common stockholders of $0.4 million, or $0.07 per diluted share, in the third quarter of 2006. Income from operations on an adjusted, non-GAAP basis in the third quarter of 2007 was $5.8 million, compared to $3.2 million in the third quarter of 2006. Adjusted, non-GAAP net income before accretion and dividends on preferred stock in the third quarter of 2007 was $4.0 million, compared to $3.0 million in the third quarter of 2006. Dividend and accretion charges occurred until our Initial Public Offering in December 2006 when all preferred shares were converted into common shares. Adjusted, non-GAAP net income per diluted share was $0.17 in the third quarter of 2007. We calculate these adjusted non-GAAP income measures by excluding the effects in the respective periods of the non-cash SFAS 123R and other stock-based compensation expenses described as components of Operating Expenses above net of the related income taxes. An explanation of these non-GAAP financial measures and a reconciliation of these measures to GAAP results are provided in the tables included in this press release, and these measures should only be viewed together with the reconciliation and the further explanation given under "Non-GAAP Financial Measures" below. Cash, cash equivalents, and short term investments at September 30, 2007 totaled $67.4 million. In connection with the follow-on offering completed in August, the Company and its executive officers, directors and certain stockholders agreed not to sell any of their shares (aggregating a total of approximately 3.8 million shares), with certain exceptions, until the expiration of a 90 day lock-up period. However, as provided in the lock-up agreements, the issuance of the Company's earnings announcement has extended the original lock-up period. Consequently, the lock-up period will end on November 11, 2007. Guidance Revenue for the fourth quarter of 2007 is anticipated to be in the range of $23.1 to $23.6 million and adjusted non-GAAP operating income is expected to be $5.3 to $5.5 million. The effective income tax rate for the fourth quarter is expected to be approximately 35% to 40% and non-GAAP net income per share is expected to be in the range of $0.15 to $0.16 per share excluding the impact of stock-based compensation charges. Weighted average diluted shares using the treasury method are expected to be approximately 23.2 to 23.3 million shares. After taking the results of the third quarter of 2007 into account, the Company is increasing its full year revenue, operating income and earnings per share guidance. Full-year 2007 revenue is now expected to be in the range of $82.3 to $82.8 million. Non-GAAP operating income is expected to be $18.3 to $18.5 million and adjusted, non-GAAP income per share for the full year 2007 is expected to be in the range of $0.81 to $0.82 excluding the impact of stock based compensation charges and using an estimated full year effective tax rate of approximately 10% to 12%. The full year effective tax rate includes the effects of the deferred tax benefit recorded during Q2 2007. Weighted average diluted shares using the treasury method are assumed to be approximately 23.1 to 23.2 million shares. See "Non-GAAP Financial Measures" and "Important Note to Investors" below Non-GAAP Financial Measures Double-Take Software, Inc. has provided in this press release adjusted financial information that has not been prepared in accordance with generally accepted accounting principles, or GAAP. These non-GAAP financial measures are identified above as "adjusted, non-GAAP" measures. Double-Take Software, Inc. uses these non-GAAP financial measures internally in analyzing its financial results and believes they are useful to investors, as a supplement to, but not as a substitute for, GAAP measures, in evaluating the Company's operational performance. Double-Take Software, Inc. believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating operating results and trends, and in comparing its financial results with other companies in Double-Take Software, Inc.'s industry, many of which present similar non-GAAP financial measures to investors. The historical non-GAAP financial measures presented above exclude the following item required to be included by GAAP: non-cash stock-based compensation charges. The Company's expectations for adjusted, non-GAAP income and income per share for the third quarter of 2007 and full-year 2007 exclude the impact of stock-based compensation charges, the amount and significance of which, because of the information and assumptions underlying those charges, cannot readily be determined at this time. Non-GAAP financial measures 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. A reconciliation of historic non-GAAP financial measures presented above to GAAP results has been provided in the financial statement tables included in this press release. Conference Call Information Double-Take Software, Inc. will discuss these financial results in a conference call at 4:30 p.m. EDT, today. The public is invited to listen to a live web cast of Double-Take Software, Inc.'s conference call on the investor relations section of our website at www.doubletake.com. For those who are unable to participate in the live conference call, an audio replay will be available until Tuesday, October 30, 2007 at 11:59 p.m. EDT. To access the audio replay, dial 888-203-1112 or 719-457-0820 and enter confirmation code 4057563. A web cast replay of the call will be available on the investor relations section at www.doubletake.com approximately two hours after the conclusion of the call and will remain available for 90 days. About Double-Take(R) Software, Inc. Headquartered in Southborough, Massachusetts, Double-Take(R) Software (NASDAQ: DBTK) provides software for accessible and affordable data protection for Microsoft(R) Windows(R) applications. For more information, please visit www.doubletake.com. Important Note to Investors Statements made in this press release regarding Double-Take Software that are not historical facts are forward-looking statements based on current expectations, assumptions, estimates and projections about Double-Take Software and the industry. These forward-looking statements are subject to risks and uncertainties that could cause actual future events or results to differ materially from such statements. Forward-looking statements can be identified by words such as "anticipate", "believe", "could", "estimate", "expect" "intend", "may", "should" "will" and "would". These forward-looking statements include, without limitation, statements under the heading "Guidance" above. Actual results could differ materially from those expressed or implied by these forward-looking statements as a result of various factors, including the various risks described in the "Risk Factors" section and elsewhere in the Company's Annual Report on Form 10-K for the year ended December 31, 2006 filed with the Securities and Exchange Commission on March 30, 2007. The Company undertakes no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future. (C) Double-Take Software, Inc. All rights reserved. Double-Take is a registered trademark of Double-Take Software, Inc. Microsoft, Windows, and the Windows logo are trademarks or registered trademarks of Microsoft Corporation in the United States and/or other countries. Double-Take Software, Inc. Condensed Consolidated Balance Sheets (in thousands) (Unaudited) Sept. 30, Dec 31, 2007 2006 ----------- ---------- ASSETS Current assets: Cash and cash equivalents $38,845 $55,170 Short term investments 28,561 - Accounts receivable, net 16,068 12,676 Inventory - 14 Prepaid expenses and other current assets 2,751 2,210 Deferred tax assets 2,849 - ----------- ---------- Total current assets 89,074 70,070 Property and equipment, net 3,274 3,000 Customer relationships, net 1,653 1,993 Marketing relationships, net 1,655 1,842 Goodwill 3,059 - Other assets 150 121 ----------- ---------- Total assets $98,865 $77,026 =========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable 1,273 2,217 Accrued expenses 4,425 6,845 Accrued purchase price payable - 1,425 Other liabilities 360 135 Deferred revenue 21,284 16,774 ----------- ---------- Total current liabilities 27,342 27,396 Long-term deferred revenue, less current portion 4,463 3,977 Long-term deferred rent, less current portion 306 406 Long-term capital lease obligations, less current portion 3 17 Stockholders' equity 66,751 45,230 ----------- ---------- Total liabilities and stockholders' equity $98,865 $77,026 =========== ========== Double-Take Software, Inc. Consolidated Statements of Operations (In thousands, except per share data) (Unaudited) Three Months Nine Months Ended Ended September 30, September 30, ----------------- ---------------- 2007 2006 2007 2006 ----------------- ---------------- Revenue: Software licenses $12,612 $10,231 $34,993 $26,240 Maintenance and professional services 8,695 6,185 24,251 15,547 ----------------- ---------------- Total revenue 21,307 16,416 59,244 41,787 Cost of revenue: Software licenses 71 514 216 1,329 Maintenance and professional services 1,927 1,703 5,792 4,426 ----------------- ---------------- Total cost of revenue 1,998 2,217 6,008 5,755 ----------------- ---------------- Gross profit 19,309 14,199 53,236 36,032 Operating expenses: Sales and marketing 6,935 5,641 20,683 15,591 Research and development 3,042 2,753 8,756 7,749 General and administrative 4,100 2,577 11,007 6,371 Depreciation and amortization 603 492 1,707 1,094 ----------------- ---------------- Total operating expenses 14,680 11,463 42,153 30,805 ----------------- ---------------- Income from operations 4,629 2,736 11,083 5,227 Other income, net 734 90 2,124 223 ----------------- ---------------- Income before income taxes 5,363 2,826 13,207 5,450 Income tax expense (benefit) 2,055 317 (531) 403 ----------------- ---------------- Net income 3,308 2,509 13,738 5,047 Less: accretion on preferred redeemable shares - (1,334) - (4,000) Less: dividends on preferred redeemable shares - (743) - (2,163) ----------------- ---------------- Net income (loss) attributable to common stockholders $3,308 $432 $13,738 ($1,116) ================= ================ Net income (loss) attributable to common stockholders per share: Basic $0.15 $0.11 $0.65 ($0.29) ================= ================ Diluted $0.14 $0.07 $0.60 ($0.29) ================= ================ Weighted-average number of shares used in per share amounts: Basic 21,525 3,796 21,152 3,794 ================= ================ Diluted 23,052 6,222 22,950 3,794 ================= ================ Double-Take Software, Inc. Consolidated Statements of Cash Flows (In thousands, except per share data) (Unaudited) Nine months ended September 30, 2007 2006 ------------------ Cash flows from operating activities: Net Income $13,738 $5,047 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation 1,179 848 Amortization of intangible assets 528 249 Provision for doubtful accounts (9) 150 Stock option expense 1,895 1,185 Deferred income taxes (2,849) - Issuance of Series C Preferred shares to management - 102 Changes in: Accounts receivable (3,044) (315) Prepaid expenses and other assets (201) 37 Inventories 14 1,257 Other assets (22) (3) Accounts payable and accrued expenses (3,753) (5,961) Other liabilities 270 (208) Deferred revenue 4,458 3,009 ------------------ Net cash provided by operating activities $12,204 $5,397 ------------------ Cash flows from investing activities: Purchase of property and equipment (1,438) (1,232) Purchase of short term investments (44,556) - Sales of short term investments 15,995 - Earn-out payments on acquisition of Double-Take EMEA (4,484) (1,200) ------------------ Cash flows used in investing activities (34,483) (2,432) Cash flows from financing activities: Proceeds from public offering, net of expenses 1,127 (880) Proceeds from exercise of stock options 1,188 6 Excess tax benefits from stock based compensation 3,706 - Payments on capital lease obligation (14) (6) ------------------ Net cash provided by (used in) financing activities 6,007 (880) Effect of exchange rate changes on cash and cash equivalents (53) 12 Net increase (decrease) in cash and cash equivalents (16,272) 2,085 Cash and cash equivalents - beginning of period 55,170 8,341 ------------------ Cash and cash equivalents - end of period $38,845 $10,438 ================== Double-Take Software, Inc. Reconciliation of GAAP to Non-GAAP Financial Measures (In thousands, except per share data) (Unaudited) Three Months Nine Months Ended Ended September 30, September 30, -------------- -------------- 2007 2006 2007 2006 -------------- -------------- Non-GAAP financial measures and reconciliation: GAAP income from operations $4,629 $2,736 $11,083 $5,227 Add: noncash stock option expense (1) 1,140 167 1,895 316 Add: noncash stock option expense for former CEO (2) - 319 - 869 -------------- -------------- Non-GAAP income from operations $5,769 $3,222 $12,978 $6,412 ============== ============== GAAP net income prior to accretion and dividends on convertible preferred shares $3,308 $2,509 $13,738 $5,047 Add: noncash stock option expense, net of income taxes (1) 676 167 1,431 316 Add: noncash stock option expense for former CEO (2) - 319 - 869 -------------- -------------- Non-GAAP net income prior to accretion and dividends on convertible preferred shares in 2006 $3,984 $2,995 $15,169 $6,232 ============== ============== Non-GAAP income per share (3): Basic $0.19 $0.72 ======= ======= Diluted $0.17 $0.66 ======= ======= Weighted-average number of shares used in per share amounts: Basic 21,525 21,152 ======= ======= Diluted 23,052 22,950 ======= ======= Footnotes to Adjustments - ---------------------------------------- (1) Represents noncash stock compensation charge associated with stock option grants as follows: Three Months Nine Months Ended Ended September 30, September 30, -------------- -------------- 2007 2006 2007 2006 -------------- -------------- Stock option expense by line item: Cost of maintenance and professional services $62 $27 $129 $51 Sales and marketing 165 53 309 104 Research and development 85 62 183 115 General and administrative 828 25 1,274 46 -------------- -------------- $1,140 $167 $1,895 $316 ============== ============== (2) Represents noncash stock-based compensation charges associated with vesting options for the former CEO. (3) Presentation of non-GAAP net loss per share prior to accretion and dividends on preferred shares for 2006 has not been made because the effect would be anti-dilutive. For the three months ended September 30, 2006, non-GAAP income per share excluding stock based compensation but including accretion and dividends on preferred shares would have been $0.15 per share. For the nine months ended September 30, 2006, non-GAAP income per share excluding stock based compensation but including accretion and dividends of preferred shares would have been $0.02 per share. CONTACT: Double-Take Software, Inc. S. Craig Huke, 317-572-1857 Chief Financial Officer investor@doubletake.com or Sapphire Investor Relations, LLC Erica Mannion, 212-766-1800 Investor Relations investor@doubletake.com -----END PRIVACY-ENHANCED MESSAGE-----