0001193125-15-174465.txt : 20150506 0001193125-15-174465.hdr.sgml : 20150506 20150506160206 ACCESSION NUMBER: 0001193125-15-174465 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150506 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150506 DATE AS OF CHANGE: 20150506 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Guidance Software, Inc. CENTRAL INDEX KEY: 0001375557 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 954661210 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33197 FILM NUMBER: 15836887 BUSINESS ADDRESS: STREET 1: 1055 E. COLORADO BLVD. CITY: PASADENA STATE: CA ZIP: 91106 BUSINESS PHONE: 6262299191 MAIL ADDRESS: STREET 1: 1055 E. COLORADO BLVD. CITY: PASADENA STATE: CA ZIP: 91106 8-K 1 d922336d8k.htm FORM 8-K 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: May 6, 2015

(Date of Earliest Event Reported)

 

 

Guidance Software, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-33197   95-4661210

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

1055 E. Colorado Blvd., Pasadena, California   91106-2375
(Address of Principal Executive Offices)   (Zip Code)

(626) 229-9191

(Registrant’s Telephone Number, Including Area Code)

N/A

(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))

 

 

 


Item 2.02 Results of Operations and Financial Condition.

On May 6, 2015, Guidance Software, Inc. issued a press release announcing its financial results for the three-month period ended March 31, 2015. A copy of the press release is furnished as a part of this current report on Form 8-K as Exhibit 99.1 and is incorporated herein in its entirety by reference.

Exhibit 99.1 is being furnished pursuant to Item 2.02 and shall not be deemed “filed” for any purpose, including for the 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. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act regardless of any general incorporation language in such filing.

 

Item 7.01 Regulation FD Disclosure.

As discussed in Item 2.02 above, we issued a press release regarding our first quarter 2015 financial results.

The information being furnished pursuant to Item 7.01 shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing.

 

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits.

 

  (d) Exhibit

 

99.1 Press Release, dated May 6, 2015, issued by Guidance Software, Inc.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Guidance Software, Inc.
Date: May 6, 2015 By:

/s/ Patrick Dennis

Name: Patrick Dennis
Title: President and Chief Executive Officer
EX-99.1 2 d922336dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

INVESTOR CONTACT

Rasmus van der Colff

Guidance Software, Inc.

626-768-4607

investorrelations@guidancesoftware.com

Guidance Software Reports 2015 First Quarter Financial Results

 

    First quarter 2015 revenue and EPS ahead of consensus estimates

 

    Revenue of $25.0 million and non-GAAP net loss of ($0.06) per share

 

    186 new customers of enterprise products added in the first quarter 2015

 

    Company welcomes new Chief Executive Officer, Patrick Dennis

PASADENA, Calif. – May 6, 2015 – Guidance Software, Inc. (NASDAQ: GUID) today reported financial results for the first quarter ended March 31, 2015.

First quarter 2015 financial highlights, calculated in accordance with generally accepted accounting principles (GAAP) include:

 

    Revenue of $25.0 million, compared to $25.4 million in the first quarter of 2014

 

    Product revenue of $7.1 million, up from $6.9 million in the first quarter of 2014

 

    Services and maintenance revenue of $16.4 million, up from $16.1 million in the first quarter of 2014

 

    Net loss of $3.8 million, or ($0.14) per share, compared to a net loss of $6.1 million, or ($0.23) per share, in the first quarter of 2014

On a non-GAAP basis, which excludes share-based compensation and amortization of intangibles, the Company reported a pre-tax net loss of $1.6 million, or ($0.06) per share, in the first quarter of 2015, compared to a non-GAAP pre-tax net loss of $2.6 million, or ($0.10) per share, in the first quarter of 2014.

“I’m very excited to be joining the Guidance Software team,” said Patrick Dennis, Guidance Software’s new Chief Executive Officer. “In my first few days with the Company, I am already very impressed by the talent of Guidance Software’s team as evidenced by the solid performance in the first quarter. Our world-class senior management team and I are fully energized and look forward to capitalizing on the opportunities that lie ahead of us.”

“We’re off to a strong start in 2015,” said Barry Plaga, Guidance Software’s Chief Financial Officer. “We achieved better-than-anticipated top- and bottom-line results for the quarter with revenues totaling $25.0 million and a non-GAAP EPS loss of $0.06 per diluted share. Our security-related offerings performed well during the first quarter,” Mr. Plaga concluded.


First Quarter 2015 Highlights and Noteworthy Events

 

    In the first quarter, the Company added 120 new EnCase® Enterprise customers and 66 customers of EnCase® eDiscovery, EnCase® Cybersecurity and EnCase® Analytics. With these additions, Guidance has now reached over 2,500 total Encase Enterprise customers.

 

    EnCase® eDiscovery is now available with the search and collection capabilities for electronically stored information (ESI) within Dropbox for Business. Dropbox for Business provides teams with the power, security, and performance of Dropbox, along with robust administrative capabilities that offer IT teams visibility and control over company data.

 

    In addition to Patrick Dennis joining Guidance as President and Chief Executive Officer in May, Guidance also welcomed several new members to the management team recently including Michael Harris, Chief Marketing Officer and Stephanie Urbach, Senior Vice President, Human Resources.

 

    Guidance Software will be hosting its annual Computer and Enterprise Investigations Conference (CEIC®) from May 18-21 at Caesar’s Palace in Las Vegas. For more information or to register please visit www.guidancesoftware.com/ceic.

 

        

2015 Financial Outlook:

The Company is reiterating full-year guidance for the year ending December 31, 2015 as follows:

 

    Revenue is expected to be in the range of $108 million to $112 million.

 

    Non-GAAP pre-tax earnings are expected to be approximately ($0.15) – ($0.08) per share.

Conference Call Information:

The Company will host a conference call today at 2:00 p.m. Pacific time, 5:00 p.m. Eastern time to discuss its quarterly results. Participants should call (877) 407-0784 (North America) or (201) 689-8560 (International) and should dial in at least five minutes prior to the conference call.

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

An audio-only replay of the call will be available by calling (877) 870-5176, passcode 13605319, available from 8:00 pm Eastern time, May 6, 2015, through midnight Eastern Time, May 13, 2015.

About Guidance Software:

Guidance Software is recognized worldwide as the industry leader in endpoint investigation solutions for security incident response and forensic analysis. Its EnCase® Enterprise platform, deployed on an estimated 25 million endpoints, is used by more than 70 percent of the Fortune 100, more than 45 percent of the Fortune 500, and numerous government agencies to conduct digital investigations of servers, laptops, desktops and mobile devices. Built on the EnCase Enterprise platform are market-leading cybersecurity, IT help desk, and electronic discovery solutions, EnCase® Endpoint Security, EnCase® Remote Recovery + and EnCase® eDiscovery. They empower organizations to conduct speedy and thorough security incident response, reveal previously


hidden advanced persistent threats or malicious insider activity, recover lost files, perform sensitive data discovery for compliance purposes, and respond to litigation discovery requests. For more information about Guidance Software, visit www.guidancesoftware.com.

EnCase®, EnScript®, FastBloc®, EnCE®, EnCEP®, Guidance Software™, LinkedReview™, EnPoint™ and Tableau™ are registered trademarks or trademarks owned by Guidance Software in the United States and other jurisdictions and may not be used without prior written permission. All other trademarks and copyrights referenced in this press release are the property of their respective owners.

Notes to Unaudited Condensed Consolidated Statements of Operations:

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

We use these non-GAAP financial measures for internal managerial purposes, when publicly providing our business outlook, and to facilitate period-to-period comparisons. We describe limitations specific to each non-GAAP financial measure below. Management generally compensates for limitations in the use of non-GAAP financial measures by relying on comparable GAAP financial measures and providing investors with a reconciliation of the non-GAAP financial measures only in addition to and in conjunction with results presented in accordance with GAAP. We believe that these non-GAAP financial measures reflect an additional way of viewing aspects of our operations that, when viewed with our GAAP results, provide a more complete understanding of factors and trends affecting our business. These non-GAAP measures should be considered as a supplement to, and not as a substitute for, or superior to, net income (loss) and net income (loss) per share calculated in accordance with GAAP.

Accordingly, management and the Board of Directors do not consider these excluded items for purposes of evaluating the performance of the business; and they exclude such costs when evaluating the performance of the Company, its business units and its management teams and when making decisions to allocate resources among the Company’s business units.

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

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


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

Forward Looking Statements:

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


Guidance Software, Inc.

Unaudited Condensed Consolidated Statements of Operations

(in thousands, except per share amounts)

 

     Three Months Ended
March 31,
 
     2015     2014  

Revenues:

    

Product revenue

   $ 7,054      $ 6,861   

Subscription revenue

     1,553        2,377   

Services and maintenance revenues

     16,397        16,143   
  

 

 

   

 

 

 

Total revenues

  25,004      25,381   
  

 

 

   

 

 

 

Cost of revenues:

Cost of product revenue

  1,743      1,750   

Cost of subscription revenue

  1,022      1,133   

Cost of services and maintenance revenues

  5,684      5,808   
  

 

 

   

 

 

 

Total cost of revenues

  8,449      8,691   
  

 

 

   

 

 

 

Gross profit

  16,555      16,690   
  

 

 

   

 

 

 

Operating expenses:

Selling and marketing

  8,944      10,065   

Research and development

  5,165      6,472   

General and administrative

  4,555      4,262   

Depreciation and amortization

  1,641      1,974   
  

 

 

   

 

 

 

Total operating expenses

  20,305      22,773   
  

 

 

   

 

 

 

Operating loss

  (3,750   (6,083

Interest income and other, net

  8      17   
  

 

 

   

 

 

 

Loss before income taxes

  (3,742   (6,066

Income tax provision

  71      78   
  

 

 

   

 

 

 

Net loss

$ (3,813 $ (6,144
  

 

 

   

 

 

 

Net loss per share - basic

$ (0.14 $ (0.23
  

 

 

   

 

 

 

Net loss per share - diluted

$ (0.14 $ (0.23
  

 

 

   

 

 

 

Shares used in per share calculation - basic

  27,523      26,425   
  

 

 

   

 

 

 

Shares used in per share calculation - diluted

  27,523      26,425   
  

 

 

   

 

 

 

 

 

Supplemental Financial Data

           
   

Non-GAAP loss before income taxes excluding amortization of intangibles, realignment expense, and share-based compensation expense

$ (1,627 $ (2,604

Non-GAAP loss per share before income taxes excluding amortization of intangibles, realignment expense, and share-based compensation expense

 

Basic

$ (0.06 $ (0.10

Diluted

 

$

 

(0.06

 

 

$

 

(0.10

 

 


Guidance Software, Inc.

Calculation of Pre-Tax Non-GAAP Income

(unaudited)

(in thousands, except per share amounts)

 

     Three Months Ended
March 31,
 
     2015     2014  

Calculation of pre-tax non-GAAP income (loss):

    

GAAP net loss

   $ (3,813   $ (6,144

Add:

    

Income tax provision

     71        78   

Amortization of intangibles

     449        598   

Realignment expense

     —          1,134   

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

     1,666        1,730   
  

 

 

   

 

 

 

Non-GAAP loss before income taxes excluding amortization of intangibles, realignment expense, and share-based compensation expense

$ (1,627 $ (2,604
  

 

 

   

 

 

 

Non-GAAP loss per share before income taxes excluding amortization of intangibles, realignment expense, and share-based compensation expense

Basic

$ (0.06 $ (0.10
  

 

 

   

 

 

 

Diluted

$ (0.06 $ (0.10
  

 

 

   

 

 

 

Shares used in per share calculations:

Basic

  27,523      26,425   
  

 

 

   

 

 

 

Diluted

  27,523      26,425   
  

 

 

   

 

 

 

Detail of Share-based Compensation Expense:

Cost of product revenue

$ 32    $ 39   

Cost of subscription revenue

  12      52   

Cost of service and maintenance revenues

  317      317   

Selling and marketing

  355      393   

Research and development

  438      462   

General and administrative

  512      467   
  

 

 

   

 

 

 

Total share-based compensation expense

$ 1,666    $ 1,730   
  

 

 

   

 

 

 

Detail of Realignment Expense:

Cost of service and maintenance revenues

$ —      $ 186   

Selling and marketing

  —        468   

Research and development

  —        347   

General and administrative

  —        133   
  

 

 

   

 

 

 

Total realignment expense

$ —      $ 1,134   
  

 

 

   

 

 

 


Guidance Software, Inc

Reconciliation of GAAP to Non-GAAP Financial Measures

(Unaudited and in thousands, except per share amounts)

 

     Three Months Ended
March 31,
 
     2015     2014  

Gross profit, as reported

   $ 16,555      $ 16,690   

Realignment expense

     —          186   

Share-based compensation

     361        408   
  

 

 

   

 

 

 

Gross profit adjustment

  361      594   
  

 

 

   

 

 

 

Total non-GAAP gross profit

$ 16,916    $ 17,284   
  

 

 

   

 

 

 

Total operating expenses, as reported

$ 20,305    $ 22,773   

Amortization of intangibles

  (449   (598

Realignment expense

  —        (948

Share-based compensation

  (1,305   (1,322
  

 

 

   

 

 

 

Operating expense adjustment

  (1,754   (2,868
  

 

 

   

 

 

 

Total non-GAAP operating expenses

$ 18,551    $ 19,905   
  

 

 

   

 

 

 

Operating loss as reported

$ (3,750 $ (6,083

Gross profit adjustment

  361      594   

Operating expense adjustment

  1,754      2,868   
  

 

 

   

 

 

 

Total non-GAAP operating loss

$ (1,635 $ (2,621
  

 

 

   

 

 

 

Net loss as reported

$ (3,813 $ (6,144

Gross profit adjustment

  361      594   

Operating expense adjustment

  1,754      2,868   

Income tax provision

  71      78   
  

 

 

   

 

 

 

Total non-GAAP net loss

$ (1,627 $ (2,604
  

 

 

   

 

 

 

Net loss per share-diluted, as reported

$ (0.14 $ (0.23
  

 

 

   

 

 

 

Non-GAAP net loss per share-diluted

$ (0.06 $ (0.10
  

 

 

   

 

 

 


Guidance Software, Inc.

Unaudited Condensed Consolidated Balance Sheets

(in thousands)

 

     March 31,
2015
    December 31,
2014
 

ASSETS

    

Current assets:

    

Cash and cash equivalents

   $ 24,430      $ 18,355   

Restricted cash

     —          153   

Trade receivables, net

     16,949        20,255   

Inventory

     2,550        2,684   

Prepaid expenses and other current assets

     4,959        5,054   
  

 

 

   

 

 

 

Total current assets

  48,888      46,501   
  

 

 

   

 

 

 

Long-term assets:

Property and equipment, net

  14,420      14,558   

Intangible assets, net

  7,317      7,766   

Goodwill

  14,632      14,632   

Other assets

  2,252      2,370   
  

 

 

   

 

 

 

Total long-term assets

  38,621      39,326   
  

 

 

   

 

 

 

Total assets

$ 87,509    $ 85,827   
  

 

 

   

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

$ 3,579    $ 5,919   

Accrued liabilities

  9,961      8,407   

Capital lease obligations

  73      67   

Deferred revenues

  42,571      39,128   
  

 

 

   

 

 

 

Total current liabilities

  56,184      53,521   
  

 

 

   

 

 

 

Long-term liabilities:

Deferred rent

  7,516      7,661   

Other long-term liabilities

  659      645   

Deferred revenues

  6,743      6,232   

Deferred tax liabilities

  607      584   
  

 

 

   

 

 

 

Total long-term liabilities

  15,525      15,122   
  

 

 

   

 

 

 

Stockholders’ equity:

Common stock

  26      25   

Additional paid-in capital

  112,693      110,265   

Treasury stock

  (11,479   (11,479

Accumulated deficit

  (85,440   (81,627
  

 

 

   

 

 

 

Total stockholders’ equity

  15,800      17,184   
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

$ 87,509    $ 85,827   
  

 

 

   

 

 

 


Guidance Software, Inc

Unaudited Cash Flow Summary

(in thousands)

 

     Three Months Ended
March 31,
 
     2015     2014  

Operating Activities:

    

Net loss

   $ (3,813   $ (6,144

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

    

Depreciation & amortization

     1,641        1,974   

Share-based compensation

     1,666        1,730   

Deferred taxes

     23        23   

Loss on disposal of assets

     12        —     

Changes in operating assets and liabilities:

    

Restricted cash

     153        —     

Trade receivables

     3,306        5,125   

Inventory

     134        79   

Prepaid expenses and other assets

     213        (793

Accounts payable

     (2,913     (1,290

Accrued liabilities

     1,409        (844

Deferred revenues

     3,954        1,845   
  

 

 

   

 

 

 

Net cash provided by operating activities

  5,785      1,705   
  

 

 

   

 

 

 

Investing Activities:

Purchase of property and equipment

  (452   (930
  

 

 

   

 

 

 

Net cash used in investing activities

  (452   (930
  

 

 

   

 

 

 

Financing Activities:

Proceeds from the exercise of stock options

  764      645   

Principal payments on capital lease and other obligations

  (22   (76
  

 

 

   

 

 

 

Net cash provided by financing activities

  742      569   
  

 

 

   

 

 

 

Net increase in cash and cash equivalents

  6,075      1,344   

Cash and cash equivalents, beginning of period

  18,355      19,919   
  

 

 

   

 

 

 

Cash and cash equivalents, end of period

$ 24,430    $ 21,263