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): May 6, 2014

JIVE SOFTWARE, INC.

(Exact name of registrant as specified in its charter)

Commission File Number: 001-35367

Delaware	42-1515522
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
325 Lytton Avenue, Suite 200, Palo Alto, California	94301
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 650-319-1920

Former name or former address if changed since last report: no change

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, 2014, Jive Software, Inc. (“Jive”) issued a press release announcing its financial results for the first quarter ended March 31, 2014. In the press release, Jive also announced that it would be holding a conference call on May 6, 2014 to discuss its financial results for the quarter ended March 31, 2014. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

Pursuant to General Instruction B.2. to Form 8-K, the information set forth in this Item 2.02 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Jive is making reference to non-GAAP financial information in both the press release and the conference call. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached press release.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibit is attached hereto and this list is intended to constitute the exhibit index:

99.1 Press release dated May 6, 2014 regarding the first quarter 2014 financial results.

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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 6, 2014	JIVE SOFTWARE, INC.
	By:	/s/ Bryan J. LeBlanc
		Bryan J. LeBlanc
		Executive Vice President & Chief Financial Officer

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EX-99.1

Exhibit 99.1

Jive Software Announces First Quarter 2014 Financial Results

• 1Q total revenue of $41.0 million, up 21% year-over-year

• 1Q short-term billings of $42.1 million, up 16% year-over-year

Palo Alto, Calif. – May 6, 2014 — Jive Software, Inc. (NASDAQ: JIVE), a leader in social business, today announced financial results for its first quarter ended March 31, 2014.

“Jive delivered a strong start to the year with financial results that met or exceeded the high end of our guidance range,” stated Tony Zingale, Chairman & CEO of Jive Software. “Customers continue to respond favorably to our more refined go-to-market strategy, which targets the highest areas of value add and ROI for social business platforms - portals, social intranets and external communities.

Zingale added, “We delivered on an important milestone with the recent announcement of our strategic relationship with Cisco that expands our existing go-to-market footprint. Cisco and its channel partners will now resell Jive solutions as a fully integrated component of the Cisco collaboration family. We believe we are executing well against our overall strategy and are increasingly well positioned to deliver accelerating growth in the second half of 2014.”

First Quarter 2014 Financial Highlights

• Revenue: Total revenue for the first quarter was $41.0 million, an increase of 21% on a year-over-year basis. Within total revenue, product revenue was $37.4 million for the first quarter, an increase of 22% on a year-over-year basis. Professional Services revenue for the first quarter was $3.7 million, an increase of 15% on a year-over-year basis.

• Non-GAAP Billings: Short-term billings, which Jive defines as revenue plus the change in short-term deferred revenue, were $42.1 million for the first quarter, an increase of 16% on a year-over-year basis. Total billings, which Jive defines as revenue plus the change in short and long-term deferred revenue, was $39.8 million, an increase of 4% on a year-over-year basis.

• Gross Profit: GAAP gross profit for the first quarter was $25.6 million, compared to $20.8 million for the first quarter of 2013. Non-GAAP gross profit was $27.7 million for the first quarter, representing a year-over-year increase of 26% and a non-GAAP gross margin of 68%, representing a 300 basis point gross margin improvement compared to the first quarter of 2013.

• Loss from Operations: GAAP loss from operations for the first quarter was $17.1 million, compared to a loss of $16.6 million for the first quarter of 2013. Non-GAAP loss from operations was $6.1 million for the first quarter, compared to a loss of $9.6 million for the first quarter of 2013.

• Net Loss: GAAP net loss for the first quarter was $17.3 million, compared to a net loss of $16.6 million for the same period last year. GAAP net loss per share for the first quarter was $0.25 based on 69.3 million weighted-average shares outstanding, compared to a net loss per share of $0.25 based on 65.5 million weighted-average shares outstanding for the same period last year.

Non-GAAP net loss for the first quarter was $6.3 million, compared to a net loss of $9.6 million for the same period last year. Non-GAAP net loss per share for the first quarter was $0.09 based on 69.3 million weighted-average shares outstanding, compared to net a loss per share of $0.15 based on 65.5 million weighted-average shares outstanding for the same period last year.

• Balance Sheet and Cash Flow: As of March 31, 2014, Jive had cash and cash equivalents and marketable securities of $139.3 million, a decrease of $2.4 million from $141.7 million at the end of the fourth quarter.

The company generated $1.9 million in cash from operations and invested $3.6 million in capital expenditures, leading to free cash flow of negative $1.7 million for the first quarter. Free cash flow was $3.0 million for the first quarter of 2013. Free cash flow is defined as cash flows provided by operating activities minus cash flows used to purchase capital expenditures.

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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.”

First Quarter and Recent Business Highlights

• Signed new and expanded customer relationships including: ARaymond Network, David Yurman, Esri, FireEye, Globe Telecom, Kimberly Clark, Leidos, MUFG Americas Union Bank, Plex Systems, Sky Deutschland AG, Société Générale, the San Francisco Giants, and Verizon, among others.

• Announced a relationship with Cisco that combines Jive’s industry-leading enterprise collaboration and communication platform with Cisco’s real-time technologies like WebEx and Jabber. Cisco and its partner network will now resell Jive solutions as a fully integrated component of the Cisco collaboration family.

• Introduced a new iPad app for Producteev by Jive, which complements the existing offerings for MacOS, iPhone and Android devices. Producteev Pro, a premium version of Producteev which provides deeper integration with Microsoft Outlook, was also made available.

Financial Outlook

As of May 6, 2014, Jive is initiating guidance for its second quarter 2014 and updating guidance for the full year 2014, as follows:

• Second Quarter 2014 Guidance: Total revenue is expected to be in the range of $41.5 million to $42.5 million. Non-GAAP loss from operations is expected to be in the range of $7.1 million to $8.1 million. Non-GAAP net loss per share is expected to be in the range of $0.10 to $0.12 based on approximately 70.3 million weighted-average diluted shares outstanding.

• Full Year 2014 Guidance: Total revenue is expected to be in the range of $171.0 million to $176.0 million. Non-GAAP loss from operations is expected to be in the range of $26.0 million to $30.0 million. Non-GAAP net loss per share is expected to be in the range of $0.38 to $0.45 based on approximately 70.7 million weighted-average diluted shares outstanding. Free cash flow is expected to be in the range of negative $15 million to negative $20 million.

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With respect to the Company’s expectations under “Financial Outlook” above, the Company has not reconciled non-GAAP loss from operations or non-GAAP net loss per share to GAAP loss from operations and GAAP net loss per share because the Company does not provide guidance for stock-based compensation, income taxes or amortization of intangible assets, which are reconciling items between those Non-GAAP and GAAP measures. As items that impact loss from operations and loss per share are out of the Company’s control and/or cannot be reasonably predicted, the Company is unable to provide such guidance. Accordingly, a reconciliation to loss from operations and net loss per share is not available without unreasonable effort.

Quarterly Conference Call

Jive will host a conference call today at 2:00 p.m. PT (5:00 p.m. ET) to review the company’s financial results for the first quarter 2014, in addition to discussing the company’s outlook for the second quarter and full year 2014. To access this call, dial (888) 747-4666 (domestic) or (913) 312-1453 (international) with conference ID 6067725. A live webcast of the conference call will be accessible from the investor relations section of Jive’s website at http://investors.jivesoftware.com/ and a replay will be archived and accessible at: http://investors.jivesoftware.com/events.cfm. A replay of this conference call can also be accessed through May 13, 2014, by dialing (877) 870-5176 (domestic) or (858) 384-5517 (international). The replay pass code is 6067725.

About Jive Software

Jive (NASDAQ: JIVE) is the communication and collaboration platform for modern, mobile business. Recognized as a leader in social business by the industry’s top analyst firms, Jive’s cloud-based platform connects employees, customers and partners – transforming the way work gets done and unleashing productivity, creativity and innovation for millions of people in the world’s largest businesses. More information can be found at www.jivesoftware.com or the Jive News Blog here.

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Non-GAAP Financial Measures

The Company uses certain non-GAAP financial measures in this release. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles.

Non-GAAP gross profit, loss from operations, net loss and net loss per share exclude stock-based compensation expenses and amortization of acquisition related intangible assets. Total billings is defined by the Company as revenue plus the change in total deferred revenue. Short-term billings is defined as revenue plus the change in short-term deferred revenue. 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 Company’s performance against prior periods, the preparation of operating budgets and to determine 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 Company’s 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.

Safe Harbor Statement

“Safe Harbor” statement under Private Securities Litigation Reform Act of 1995: This press release contains forward-looking statements, including statements concerning our financial guidance for the second fiscal quarter of 2014 and the full year of 2014, the future growth of the social business market, and our belief that we are well positioned to build upon our momentum in 2014. The achievement of success in the matters covered by such forward-looking statements involves substantial risks, uncertainties and assumptions. If any such risks or uncertainties materialize or if any of the assumptions prove incorrect, our results or events could differ materially from the results expressed or implied by the forward-looking statements we make.

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The risk and uncertainties referred to above include, but are not limited to, risks associated with our limited operating history; expectations regarding the benefits of our relationship with Cisco; expectations regarding the widespread adoption of social business platforms by enterprises; uncertainty regarding the market for social business platforms; changes in the competitive dynamics of our market; our ability to increase and predict new subscription; subscription renewal or upsell rates and the impact these rates may have on our future revenues; our reliance on our own controls and third-party service providers to host some of our products; the risk that our security measures could be breached and unauthorized access to customer data could be obtained; potential third party intellectual property infringement claims; and the price volatility of our common stock.

More information about potential factors that could affect our business and financial results is contained in our prospectus as filed with the Securities and Exchange Commission. Additional information will also be set forth in our 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.

Investor Contact:

Brian Denyeau

ICR

(646) 277-1251

brian.denyeau@icrinc.com

Media Contact:

Samantha Moore

Jive Software

(408) 712-0612

samantha.moore@jivesoftware.com

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JIVE SOFTWARE, INC.

Consolidated Statements of Operations

(In thousands, except per share amounts)

(Unaudited)

	For the Three Months Ended March 31,
	2014			2013
Revenues:
Product	$	37,377		$	30,663
Professional services		3,652			3,189
Total revenues		41,029			33,852
Cost of revenues:
Product		9,921			9,212
Professional services		5,534			3,848
Total cost of revenues		15,455			13,060
Gross profit		25,574			20,792
Operating expenses:
Research and development		12,897			12,677
Sales and marketing		23,501			18,864
General and administrative		6,319			5,866
Total operating expenses		42,717			37,407
Loss from operations		(17,143	)		(16,615	)
Other income (expense), net:
Interest income		41			69
Interest expense		(83	)		(75	)
Other, net		(10	)		(4	)
Total other income (expense), net		(52	)		(10	)
Loss before provision for (benefit from) income taxes		(17,195	)		(16,625	)
Provision for (benefit from) income taxes		129			(24	)
Net loss	$	(17,324	)	$	(16,601	)
Basic and diluted net loss per share	$	(0.25	)	$	(0.25	)
Shares used in basic and diluted per share calculations		69,330			65,459

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JIVE SOFTWARE, INC.

Consolidated Balance Sheets

(In thousands, except share and per share data)

(Unaudited)

	March 31, 2014			December 31, 2013
Assets
Current Assets:
Cash and cash equivalents	$	41,725		$	38,415
Short-term marketable securities		71,916			69,809
Accounts receivable, net of allowances		48,147			58,829
Prepaid expenses and other current assets		10,480			9,425
Total current assets		172,268			176,478
Marketable securities, noncurrent		25,616			33,443
Property and equipment, net of accumulated depreciation		21,969			21,379
Goodwill		29,753			29,753
Intangible assets, net of accumulated amortization		13,081			14,310
Other assets		563			572
Total assets	$	263,250		$	275,935
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	3,531		$	6,412
Accrued payroll and related liabilities		7,723			7,469
Other accrued liabilities		7,075			8,478
Deferred revenue, current		113,454			112,432
Term debt, current		2,400			2,400
Total current liabilities		134,183			137,191
Deferred revenue, less current portion		32,696			34,905
Term debt, less current portion		5,400			6,000
Other long-term liabilities		1,007			1,605
Total liabilities		173,286			179,701
Commitments and contingencies
Stockholders’ Equity:
Common stock		7			7
Less treasury stock at cost		(3,352	)		(3,352	)
Additional paid-in capital		337,885			326,834
Accumulated deficit		(244,855	)		(227,531	)
Accumulated other comprehensive income		279			276
Total stockholders’ equity		89,964			96,234
Total liabilities and stockholders’ equity	$	263,250		$	275,935

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JIVE SOFTWARE, INC.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	Three Months Ended March 31,
	2014			2013
Cash flows from operating activities:
Net loss	$	(17,324	)	$	(16,601	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		3,982			3,257
Stock-based compensation		9,817			6,139
Change in deferred taxes		32			—
(Increase) decrease in:
Accounts receivable, net		10,682			11,577
Prepaid expenses and other assets		(1,091	)		(404	)
Increase (decrease) in:
Accounts payable		(2,461	)		(920	)
Accrued payroll and related liabilities		253			(2,258	)
Other accrued liabilities		(761	)		687
Deferred revenue		(1,187	)		4,358
Other long-term liabilities		(53	)		(12	)
Net cash provided by operating activities		1,889			5,823
Cash flows from investing activities:
Payments for purchase of property and equipment		(3,632	)		(2,863	)
Purchases of marketable securities		(18,634	)		(27,492	)
Sales of marketable securities		3,500			9,653
Maturities of marketable securities		20,567			21,430
Net cash provided by investing activities		1,801			728
Cash flows from financing activities:
Proceeds from exercise of stock options		1,048			3,633
Taxes paid related to net share settlement of equity awards		(254	)		—
Repayments of term loans		(600	)		(600	)
Earnout payment for prior acquisition		(576	)		—
Net cash provided by (used in) financing activities		(382	)		3,033
Net increase in cash and cash equivalents		3,308			9,584
Effect of exchange rate changes		2			5
Cash and cash equivalents, beginning of period		38,415			48,955
Cash and cash equivalents, end of period	$	41,725		$	58,544

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JIVE SOFTWARE, INC.

Reconciliation of Non-GAAP Information

(In thousands, except per share data)

(Unaudited)

	Three Months Ended March 31,
	2014			2013
Gross profit, as reported	$	25,574		$	20,792
Add back:
Stock-based compensation		1,170			521
Amortization related to acquisitions		972			756
Gross profit, non-GAAP	$	27,716		$	22,069
Gross margin, non-GAAP		68	%		65	%
	Three Months Ended March 31,
	2014			2013
Research and development, as reported	$	12,897		$	12,677
less:
Stock-based compensation		2,980			2,232
Amortization related to acquisitions		127			66
Research and development, non-GAAP	$	9,790		$	10,379
As percentage of total revenues, non-GAAP		24	%		31	%
	Three Months Ended March 31,
	2014			2013
Sales and marketing, as reported	$	23,501		$	18,864
less:
Stock-based compensation		3,742			2,224
Amortization related to acquisitions		129			60
Sales and marketing, non-GAAP	$	19,630		$	16,580
As percentage of total revenues, non-GAAP		48	%		49	%
	Three Months Ended March 31,
	2014			2013
General and administrative, as reported	$	6,319		$	5,866
less:
Stock-based compensation		1,925			1,162
General and administrative, non-GAAP	$	4,394		$	4,704
As percentage of total revenues, non-GAAP		11	%		14	%
	Three Months Ended March 31,
	2014			2013
Loss from operations, as reported	$	(17,143	)	$	(16,615	)
Add back:
Stock-based compensation		9,817			6,139
Amortization related to acquisitions		1,228			882
Loss from operations, non-GAAP	$	(6,098	)	$	(9,594	)
	Three Months Ended March 31,
	2014			2013
Loss before provision for (benefit from) income taxes, as reported	$	(17,195	)	$	(16,625	)
Add back:
Stock-based compensation		9,817			6,139
Amortization related to acquisitions		1,228			882
Loss before provision for (benefit from) income taxes, non-GAAP	$	(6,150	)	$	(9,604	)
	Three Months Ended March 31,
	2014			2013
Net loss, as reported	$	(17,324	)	$	(16,601	)
Add back:
Stock-based compensation		9,817			6,139
Amortization related to acquisitions		1,228			882
Net loss, non-GAAP	$	(6,279	)	$	(9,580	)
	Three Months Ended March 31,
	2014			2013
Basic and diluted net loss per share, as reported	$	(0.25	)	$	(0.25	)
Add back:
Stock-based compensation		0.14			0.09
Amortization related to acquisitions		0.02			0.01
Basic and diluted net loss per share, non-GAAP	$	(0.09	)	$	(0.15	)
	Three Months Ended March 31,
	2014			2013
Total revenues	$	41,029		$	33,852
Deferred revenue, current, end of period		113,454			90,186
Less: Deferred revenue, current, beginning of period		(112,432	)		(87,698	)
Short-term billings	$	42,051		$	36,340
	Three Months Ended March 31,
	2014			2013
Total revenues	$	41,029		$	33,852
Deferred revenue, end of period		146,150			121,405
Less: Deferred revenue, beginning of period		(147,337	)		(117,047	)
Total Billings	$	39,842		$	38,210

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