8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): NOVEMBER 3, 2014

Jive Software, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-35367	42-1515522
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

325 Lytton Avenue, Suite 200

Palo Alto, California 94301

(Address of principal executive offices) (Zip code)

(650) 319-1920

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On November 4, 2014, Jive Software, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2014. In the press release, the Company also announced that it would be holding a conference call on November 4, 2014 to discuss its financial results for such quarter. 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.

The Company 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 furnished press release.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 3, 2014, the Company entered into a Transition Agreement with Anthony Zingale, the Company’s Chief Executive Officer, pursuant to which Mr. Zingale will resign as Chief Executive Officer of the Company effective November 10, 2014 and will continue his employment with the Company as Executive Chairman, on an at-will basis, during a transition period extending through November 10, 2015. Mr. Zingale also will remain Chairman of the Board of Directors of the Company (the “Board”). Pursuant to the Transition Agreement, which supersedes and terminates the Change in Control and Retention Agreement previously entered into between the Company and Mr. Zingale, Mr. Zingale will be compensated for the performance of his duties as Executive Chairman with an annual base salary of $450,000 until such time as Mr. Zingale’s employment is terminated. If Mr. Zingale’s employment is terminated other than for cause (as defined in the Transition Agreement) after January 1, 2015 and before the end of the Transition Period, Mr. Zingale will continue to receive payments of his base salary through the end of the transition period (subject to Mr. Zingale signing and not revoking a release of claims with the Company). Mr. Zingale will continue to vest in his outstanding equity awards during the Transition Period in accordance with their existing vesting schedules. However, 100% of the then-unvested portion of each equity award will vest and, to the extent applicable, become exercisable as of the earlier of any of the following events occurring before the end of the Transition Period: (1) Mr. Zingale’s death and (2) immediately prior to a change in control as long as Mr. Zingale is actively providing services to the Company as of such time. In addition, upon Mr. Zingale’s termination as a Company service provider occurring after January 1, 2015 but before the end of the Transition Period, for any reason other than a termination by the Company for cause or due to Mr. Zingale’s death (and subject to Mr. Zingale signing and not revoking a release of claims with the Company), the then-unvested portion of each of Mr. Zingale’s equity awards that otherwise would vest during the transition period will vest and, to the extent applicable, become exercisable. Any portion of Mr. Zingale’s outstanding equity awards not otherwise eligible to vest as described above will be forfeited as of the earlier of Mr. Zingale’s termination as a Company service provider or November 10, 2015. The Transition Agreement also provides that Mr. Zingale will have the right to exercise his outstanding options until the earlier of November 10, 2018 or the original expiration date of the option, subject to earlier termination under the terms of applicable Company equity plan.

The Board has begun the process of recruiting a new Chief Executive Officer to replace Mr. Zingale, with both internal and external candidates being considered, and expects to complete this process in the first quarter of 2015. While the Board engages in such recruitment process, in order to maintain a continuity of leadership following Mr. Zingale’s resignation as Chief Executive Officer, the Board has established an interim Office of the CEO. Effective November 10, 2014, the Office of the CEO will carry out the functions of a chief executive officer and will consist of Elisa Steele (the Company’s current Executive Vice-President of Marketing and Products), who is also being appointed as the President of the Company, and William A. Lanfri (a member of the Board). Mr. Lanfri will continue to serve on the Board while carrying out his additional responsibilities as a member of the Office of the CEO. The Office of the CEO will report directly to the Board. The Company has issued a press release regarding the organizational restructuring. A copy of the press release is attached hereto as an exhibit and is incorporated by reference to this item.

As a result of Mr. Lanfri’s appointment to the Office of the CEO, Mr. Lanfri is no longer considered “independent” under the NASDAQ listing rules and accordingly will step down from the Board’s Audit Committee and Nominating and Corporate Governance Committee. Accordingly, Theodore Schlein has been appointed to serve as a member of the Audit Committee effective November 10, 2014.

The business experience, background and directorships of Ms. Steele and Mr. Lanfri are incorporated by reference to the relevant information set forth in the section titled “Executive Officers” and the section titled “Continuing Directors,” respectively, of the Company’s proxy statement on Form DEF 14A filed with the Securities and Exchange Commission on April 4, 2014 (the “Proxy”).

On November 3, 2014, the Company entered into an Amended and Restated Offer Letter with Ms. Steele, in connection with her appointment as President of the Company and member of the Office of the CEO, effective November 10, 2014. Ms. Steele will continue her employment on an at-will basis, be paid an annual base salary of $500,000 and be eligible to receive an annual target bonus of $375,000. For the current fiscal year, the annual target bonus will be prorated based on the number of days during the fiscal year in which Ms. Steele is employed as President of the Company and a member of the Office of the CEO. Ms. Steele will continue to participate in the Company’s benefit plans in accordance with their terms. In addition, the Amended and Restated Offer Letter modifies the change of control retention agreement Ms. Steele previously signed with the Company to provide that, upon an involuntary termination other than for cause, or resignation for good reason other than during a change of control period, Ms. Steele will receive (subject to Ms. Steele signing and not revoking a release of claims with the Company): (1) a severance payment equal to twelve months of her base salary, (2) a lump sum payment equal to twelve multiplied by the cost of a single month of COBRA coverage (if Ms. Steele is covered by the Company’s health care plan), (3) a bonus severance payment equal to the greater of (i) the annual target bonus for the year in which Ms. Steele’s employment is terminated, and (ii) the actual bonus Ms. Steele would earn under the Company’s executive bonus plan in effect in the fiscal year in which the date of her termination occurs based on the Company’s achievement against the metrics established under the plan and assuming that any individual goals for Ms. Steele are achieved at target levels, and (4) accelerated vesting of the number of shares subject to each of her Company equity awards that otherwise would vest during the twelve-month period immediately following the date of termination under the equity award’s vesting schedule had Ms. Steele continued to be employed with the Company through the end of such twelve-month period. The definitions of cause and good reason continue to have the meanings specified under Ms. Steele’s existing change of control retention agreement, except that Ms. Steele may be able to resign for good reason any time within the six-month period following the hiring of a chief executive officer of the Company.

The information regarding Mr. Lanfri’s compensation arrangements is incorporated by reference to the relevant information set forth in the Proxy. There will be no changes to Mr. Lanfri’s compensation arrangements as a result of his appointment to the Office of the CEO.

There are no transactions involving Ms. Steele and Mr. Lanfri requiring disclosure under Item 404(a) of Regulation S-K of the Exchange Act.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

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

99.1	Press release dated November 4, 2014 regarding the third quarter 2014 financial results.
99.2	Press release dated November 4, 2014 announcing the resignation of Anthony Zingale and the establishment of the Office of the CEO.

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.

JIVE SOFTWARE, INC.
By:	/s/ Bryan J. LeBlanc
	Bryan J. LeBlanc EVP & Chief Financial Officer

Dated: November 4, 2014

EX-99.1

Exhibit 99.1

Jive Software Announces Third Quarter 2014 Financial Results

3Q total revenue of $46.6 million, up 25% year-over-year

3Q short-term billings of $45.2 million, up 16% year-over-year

Palo Alto, Calif. – November 4, 2014 — Jive Software, Inc. (NASDAQ: JIVE), the world’s leading provider of modern communication and collaboration solutions for business, today announced financial results for its third quarter ended September 30, 2014.

“Jive generated solid third quarter results that exceeded the high end of our guidance range from both a revenue and profitability perspective,” said Tony Zingale, Chairman & CEO of Jive Software. “In the quarter we executed well on our growth initiatives and made significant progress towards profitability. We are also seeing very positive momentum from the recent announcements we made at JiveWorld 14, including our Fall 2014 Jive and JiveX cloud releases along with our new integrations to Microsoft, Google and more.

Finally, Zingale added, “I’d like to congratulate Elisa Steele on her promotion to President of Jive. I look forward to working with her in my new role as Executive Chairman and believe her enthusiasm and passion for Jive and the enterprise collaboration market will be a tremendous benefit to the company.”

Third Quarter 2014 Financial Highlights

• Revenue: Total revenue for the third quarter was $46.6 million, an increase of 25% on a year-over-year basis. Within total revenue, product revenue was $42.2 million for the third quarter, an increase of 26% on a year-over-year basis. Professional Services revenue for the third quarter was $4.4 million, an increase of 14% 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 $45.2 million for the third 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 $50.2 million, an increase of 36% on a year-over-year basis.

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• Gross Profit: GAAP gross profit for the third quarter was $29.4 million, compared to $23.5 million for the third quarter of 2013. Non-GAAP gross profit was $31.3 million for the third quarter, representing a year-over-year increase of 23% and a non-GAAP gross margin of 67%.

• Loss from Operations: GAAP loss from operations for the third quarter was $12.1 million, compared to a loss of $18.5 million for the third quarter of 2013. Non-GAAP loss from operations was $2.7 million for the third quarter, compared to a loss of $7.1 million for the third quarter of 2013.

• Net Loss: GAAP net loss for the third quarter was $12.1 million, compared to a net loss of $18.7 million for the same period last year. GAAP net loss per share for the third quarter was $0.17 based on 71.0 million weighted-average shares outstanding, compared to a net loss per share of $0.27 based on 68.2 million weighted-average shares outstanding for the same period last year.

Non-GAAP net loss for the third quarter was $2.7 million, compared to a net loss of $7.3 million for the same period last year. Non-GAAP net loss per share for the third quarter was $0.04 based on 71.0 million weighted-average shares outstanding, compared to net a loss per share of $0.11 based on 68.2 million weighted-average shares outstanding for the same period last year.

• Balance Sheet and Cash Flow: As of September 30, 2014, Jive had cash and cash equivalents and marketable securities of $129.1 million, a decrease of $10.1 million from $139.2 million at the end of the second quarter.

The company used $7.7 million in cash from operations and invested $1.3 million in capital expenditures, leading to negative free cash flow of $9.0 million for the third quarter. Negative free cash flow was $8.8 million for the third 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.”

Third Quarter 2014 and Recent Business Highlights

• Announced Tony Zingale will retire as CEO and assume the position of Executive Chairman of the Board, effective November 10^th. Elisa Steele, currently Executive Vice President of Marketing and Products, has been promoted to President of Jive, effective November 10, 2014. Ms. Steele has also been appointed to the newly created Office of the CEO also effective November 10^th, which will also include long-time independent board member Bill Lanfri.

• Signed new customers and expanded existing relationships, including: Barnes and Noble, BG Group, Burger King, Carestream Health, Chesapeake Energy, Deutsche Lufthansa AG, Ellucian, HGST, Lebara Mobile, Marketo, Medidata Solutions, MGM Resorts, Silicon Valley Bank, Trinity Health, Thomson Reuters, United States Department of Veterans Affairs, and one of the largest life insurance companies in the United States, among others.

• Introduced the newest release of its enterprise communication and collaboration platform, which extends Jive’s ability to help bridge customers’ hybrid cloud and on-premise IT environments by strengthening its integration with Google and Microsoft Office 365. The Fall cloud update introduces Jive Connector for Outlook Online, the first milestone in Jive’s integration with Microsoft Office 365, as well as a new connector for Google Docs. The Jive Fall cloud release also strengthens support for diverse employee workstyles by adding new collaboration features across desktop and mobile devices, including both iPhone and Android phones.

3

• Announced the Fall cloud release of its JiveX external community platform, which provides companies with more innovative ways to deepen customer and partner engagement. New features deliver more valuable insights to both community managers and participants with ROI-focused analytics, and drive stronger brand affinity with compelling interactions across both mobile and web experiences.

• Recognized by Gartner, a leading analyst firm, as a leader in its 2014 “Social Software in the Workplace” Magic Quadrant report. This is the sixth consecutive year Jive has been a leader in this Magic Quadrant report.

• Recently hosted the sixth annual JiveWorld customer conference in Las Vegas, the industry’s largest event purely focused on social business. In attendance were more than 1,600 customers and partners, where industry leaders such as Mylan, FICO, UBS, Thomson Reuters and Schneider Electric among others, spoke about the proven business value companies can realize when deploying enterprise social networks and customer communities.

Financial Outlook

As of November 4, 2014, Jive is initiating guidance for its fourth quarter 2014 and updating guidance for the full year 2014, as follows:

• Fourth Quarter 2014 Guidance: Total revenue is expected to be in the range of $46.5 million to $47.5 million. Non-GAAP loss from operations is expected to be in the range of $5.5 million to $7.5 million. Non-GAAP net loss per share is expected to be in the range of $0.09 to $0.11 based on approximately 71.7 million weighted-average diluted shares outstanding.

• Full Year 2014 Guidance: Total revenue is expected to be in the range of $177.5 million to $178.5 million. Non-GAAP loss from operations is expected to be in the range of $18.7 million to $20.7 million. Non-GAAP net loss per share is expected to be in the range of $0.28 to $0.30 based on approximately 70.6 million weighted-average diluted shares outstanding. Free cash flow is expected to be in the range of negative $15.0 million to negative $20.0 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 third quarter 2014, in addition to discussing the company’s outlook for the fourth quarter and full year 2014. To access this call, dial (888) 271-8586 (domestic) or (913) 312-1473 (international) with conference ID 6909526. 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 November 18, 2014, by dialing (877) 870-5176 (domestic) or (858) 384-5517 (international). The replay pass code is 6909526.

About Jive Software

Jive (NASDAQ: JIVE) is the leading provider of modern communication and collaboration solutions for business. Recognized as a leader by the industry’s top analyst firms in multiple categories, Jive enables employees, partners and customers to work better together. More information can be found at www.jivesoftware.com or the Jive News Blog.

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.

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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 fourth fiscal quarter of 2014 and the full year of 2014, the future growth of the social business market, expectations regarding our executive transition, 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:

Jason Khoury

Jive Software

(650) 847-8308

jason.khoury@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 September 30,						For the Nine Months Ended September 30,
	2014			2013			2014			2013
Revenues:
Product	$	42,162		$	33,456		$	118,576		$	95,678
Professional services		4,438			3,903			12,428			10,775
Total revenues		46,600			37,359			131,004			106,453
Cost of revenues:
Product		11,175			9,034			31,931			27,786
Professional services		6,060			4,851			17,399			12,914
Total cost of revenues		17,235			13,885			49,330			40,700
Gross profit		29,365			23,474			81,674			65,753
Operating expenses:
Research and development		13,608			14,957			39,496			41,383
Sales and marketing		21,696			20,804			66,855			60,148
General and administrative		6,161			6,202			18,994			18,149
Total operating expenses		41,465			41,963			125,345			119,680
Loss from operations		(12,100	)		(18,489	)		(43,671	)		(53,927	)
Other income (expense), net:
Interest income		50			53			151			184
Interest expense		(55	)		(54	)		(202	)		(234	)
Other, net		160			(186	)		9			(295	)
Total other income (expense), net		155			(187	)		(42	)		(345	)
Loss before provision for (benefit from) income taxes		(11,945	)		(18,676	)		(43,713	)		(54,272	)
Provision for (benefit from) income taxes		164			29			350			(1,186	)
Net loss	$	(12,109	)	$	(18,705	)	$	(44,063	)	$	(53,086	)
Basic and diluted net loss per share	$	(0.17	)	$	(0.27	)	$	(0.63	)	$	(0.79	)
Shares used in basic and diluted per share calculations		71,026			68,167			70,202			66,913

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JIVE SOFTWARE, INC.

Consolidated Balance Sheets

(In thousands, except share and per share data)

(Unaudited)

	September 30,			December 31,
	2014			2013
Assets
Current Assets:
Cash and cash equivalents	$	27,184		$	38,415
Short-term marketable securities		70,992			69,809
Accounts receivable, net of allowances		50,009			58,829
Prepaid expenses and other current assets		15,210			9,425
Total current assets		163,395			176,478
Marketable securities, noncurrent		30,966			33,443
Property and equipment, net of accumulated depreciation		13,696			21,379
Goodwill		29,753			29,753
Intangible assets, net of accumulated amortization		10,659			14,310
Other assets		9,504			572
Total assets	$	257,973		$	275,935
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	6,768		$	6,412
Accrued payroll and related liabilities		6,592			7,469
Other accrued liabilities		9,266			8,478
Deferred revenue, current		114,777			112,432
Term debt, current		2,400			2,400
Total current liabilities		139,803			137,191
Deferred revenue, less current portion		32,390			34,905
Term debt, less current portion		4,200			6,000
Other long-term liabilities		1,162			1,605
Total liabilities		177,555			179,701
Commitments and contingencies
Stockholders’ Equity:
Common stock		7			7
Less treasury stock at cost		(3,352	)		(3,352	)
Additional paid-in capital		355,190			326,834
Accumulated deficit		(271,594	)		(227,531	)
Accumulated other comprehensive income		167			276
Total stockholders’ equity		80,418			96,234
Total liabilities and stockholders’ equity	$	257,973		$	275,935

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JIVE SOFTWARE, INC.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2014			2013			2014			2013
Cash flows from operating activities:
Net loss	$	(12,109	)	$	(18,705	)	$	(44,063	)	$	(53,086	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		3,765			4,015			11,650			11,802
Stock-based compensation		8,195			10,119			26,820			24,508
Change in deferred taxes		64			—			96			(1,351	)
(Increase) decrease, net of acquisitions, in:
Accounts receivable, net		(11,074	)		2,451			8,820			14,163
Prepaid expenses and other assets		(2,987	)		(1,707	)		(5,918	)		(2,716	)
Increase (decrease), net of acquisitions, in:
Accounts payable		1,783			22			893			(333	)
Accrued payroll and related liabilities		(588	)		(16	)		(899	)		(1,979	)
Other accrued liabilities		1,756			(726	)		1,128			(626	)
Deferred revenue		3,589			(371	)		(170	)		10,697
Other long-term liabilities		(78	)		156			37			196
Net cash provided by (used in) operating activities		(7,684	)		(4,762	)		(1,606	)		1,275
Cash flows from investing activities:
Payments for purchase of property and equipment		(1,303	)		(4,000	)		(7,891	)		(8,789	)
Purchases of marketable securities		(17,842	)		(26,905	)		(80,036	)		(85,685	)
Sales of marketable securities		7,571			5,812			18,672			29,533
Maturities of marketable securities		16,700			22,025			61,774			64,355
Acquisitions, net of cash acquired		—			—			—			(11,047	)
Net cash provided by (used in) investing activities		5,126			(3,068	)		(7,481	)		(11,633	)
Cash flows from financing activities:
Proceeds from exercise of stock options		219			1,250			1,747			6,591
Taxes paid related to net share settlement of equity awards		(456	)		(362	)		(1,571	)		(754	)
Repayments of term loans		(600	)		(600	)		(1,800	)		(1,800	)
Earnout payment for prior acquisition		—			—			(576	)		—
Net cash provided by (used in) financing activities		(837	)		288			(2,200	)		4,037
Net decrease in cash and cash equivalents		(3,395	)		(7,542	)		(11,287	)		(6,321	)
Effect of exchange rate changes		80			(40	)		56			(28	)
Cash and cash equivalents, beginning of period		30,499			50,188			38,415			48,955
Cash and cash equivalents, end of period	$	27,184		$	42,606		$	27,184		$	42,606

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JIVE SOFTWARE, INC.

RECONCILIATION OF NON-GAAP INFORMATION

(In thousands, except per share data)

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
Gross profit, as reported	$	29,365		$	23,474		$	81,674		$	65,753
Add back:
Stock-based compensation		1,014			991			3,125			2,289
Amortization related to acquisitions		954			972			2,880			2,654
Non-recurring acquisition expense		—			—			—			250
Gross profit, non-GAAP	$	31,333		$	25,437		$	87,679		$	70,946
Gross margin, non-GAAP		67	%		68	%		67	%		67	%
	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
Research and development, as reported	$	13,608		$	14,957		$	39,496		$	41,383
less:
Stock-based compensation		2,723			4,263			8,695			9,890
Amortization related to acquisitions		127			127			383			303
Non-recurring acquisition expense		—			31			—			50
Research and development, non-GAAP	$	10,758		$	10,536		$	30,418		$	31,140
As percentage of total revenues, non-GAAP		23	%		28	%		23	%		29	%
	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
Sales and marketing, as reported	$	21,696		$	20,804		$	66,855		$	60,148
less:
Stock-based compensation		2,526			2,910			9,153			7,539
Amortization related to acquisitions		129			129			388			304
Sales and marketing, non-GAAP	$	19,041		$	17,765		$	57,314		$	52,305
As percentage of total revenues, non-GAAP		41	%		48	%		44	%		49	%
	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
General and administrative, as reported	$	6,161		$	6,202		$	18,994		$	18,149
less:
Stock-based compensation		1,932			1,955			5,847			4,790
General and administrative, non-GAAP	$	4,229		$	4,247		$	13,147		$	13,359
As percentage of total revenues, non-GAAP		9	%		11	%		10	%		13	%
	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
Loss from operations, as reported	$	(12,100	)	$	(18,489	)	$	(43,671	)	$	(53,927	)
Add back:
Stock-based compensation		8,195			10,119			26,820			24,508
Amortization related to acquisitions		1,210			1,228			3,651			3,261
Non-recurring acquisition expense		—			31			—			300
Loss from operations, non-GAAP	$	(2,695	)	$	(7,111	)	$	(13,200	)	$	(25,858	)
	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
Loss before provision for (benefit from) income taxes, as reported	$	(11,945	)	$	(18,676	)	$	(43,713	)	$	(54,272	)
Add back:
Stock-based compensation		8,195			10,119			26,820			24,508
Amortization related to acquisitions		1,210			1,228			3,651			3,261
Non-recurring acquisition expense		—			31			—			300
Loss before provision for (benefit from) income taxes, non-GAAP	$	(2,540	)	$	(7,298	)	$	(13,242	)	$	(26,203	)
	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
Net loss, as reported	$	(12,109	)	$	(18,705	)	$	(44,063	)	$	(53,086	)
Add back:
Stock-based compensation		8,195			10,119			26,820			24,508
Amortization related to acquisitions		1,210			1,228			3,651			3,261
Non-recurring acquisition expense		—			31			—			300
Tax benefit related to acquisitions		—			—			—			(1,351	)
Net loss, non-GAAP	$	(2,704	)	$	(7,327	)	$	(13,592	)	$	(26,368	)
	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
Basic and diluted net loss per share, as reported	$	(0.17	)	$	(0.27	)	$	(0.63	)	$	(0.79	)
Add back:
Stock-based compensation		0.11			0.15			0.38			0.37
Amortization related to acquisitions		0.02			0.01			0.05			0.04
Non-recurring acquisition expense		—			—			—			—
Tax benefit related to acquisitions		—			—			—			(0.02	)
Basic and diluted net loss per share, non-GAAP	$	(0.04	)	$	(0.11	)	$	(0.19	)	$	(0.40	)
	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
Total revenues	$	46,600		$	37,359		$	131,004		$	106,453
Deferred revenue, current, end of period		114,777			98,602			114,777			98,602
Less: Deferred revenue, current, beginning of period		(116,134	)		(96,794	)		(112,432	)		(87,698	)
Short-term billings	$	45,243		$	39,167		$	133,349		$	117,357
	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
Total revenues	$	46,600		$	37,359		$	131,004		$	106,453
Deferred revenue, end of period		147,167			127,744			147,167			127,744
Less: Deferred revenue, beginning of period		(143,578	)		(128,115	)		(147,337	)		(117,047	)
Billings	$	50,189		$	36,988		$	130,834		$	117,150

11

EX-99.2

Exhibit 99.2

JIVE SOFTWARE ANNOUNCES TONY ZINGALE’S RETIREMENT AS CEO,

NEW ROLE AS EXECUTIVE CHAIRMAN

Elisa Steele promoted to President, and appointed to ‘Office of CEO’ by Board of Directors

alongside Bill Lanfri, independent Board Director

PALO ALTO, Calif.—November 4, 2014—Jive Software, Inc. (Nasdaq: JIVE) today announced that Tony Zingale has decided to retire as CEO on November 10, 2014, a position he has held for almost five years. Zingale has served on Jive’s Board of Directors since 2007, was appointed CEO in 2010 and became Chairman in 2011. He will remain on the Board, and assume a new position as Executive Chairman focused primarily on strategic customer and partner relationships.

The company also announced the promotion of Elisa Steele, Executive Vice President of Marketing and Products, to President effective November 10, 2014. While the CEO search is underway, the Board has also appointed Steele to the newly created ‘Office of the CEO’ role effective November 10 – with responsibility for overseeing the day-to-day operations of the company until a new CEO is named – alongside independent board director Bill Lanfri, a member of Jive’s Board since 2008 with a 30-year leadership tenure in the enterprise networking and telecommunications markets.

Steele joined Jive in January 2014 as Chief Marketing Officer, with a subsequent promotion to Executive Vice President of Marketing and Products. Her background includes executive management roles at Microsoft, Skype, Yahoo! and NetApp.

“Jive’s market opportunity is big, and our time is now,” Elisa Steele, President of Jive. “The industry has never been so ready for the enterprise collaboration solutions we provide. In close partnership with Jive’s world-class Board of Directors, I’m excited to help lead Jive to even greater success. I want to thank Tony for his leadership and guidance, and look forward to continuing our successful partnership in his new role.”

“I’m so proud of what we’ve achieved over the past five years, in which Jive has cemented its leadership position in the competitive and growing enterprise collaboration market,” said Zingale. “I especially want to thank our dedicated employees and customers around the world. I look forward to continuing on this journey with you, and helping to guide the company as Executive Chairman.”

“As a board member since 2007, I’ve seen Jive create the social business market and then continuously disrupt the industry with its market-leading innovations. Under Tony’s leadership, Jive has built the most comprehensive communication and collaboration platform in the market,” said Jim Goetz, Partner at Sequoia Capital and member of Jive’s Board. “I want to thank Tony for his leadership and for his many significant achievements as CEO – including taking the company public, acquiring a premier customer base and growing revenue 6x. I also want to congratulate Elisa on her well-deserved promotion to President and her exceptional contributions to Jive.”

This leadership transition is the result of a comprehensive management-succession process led by the Board. The Board has retained Russell Reynolds Associates to conduct an executive search for Jive’s new CEO, and both internal and external candidates will be considered.

About Jive Software

Jive (NASDAQ: JIVE) is the leading provider of modern communication and collaboration solutions for business. Recognized as a leader by the industry’s top analyst firms in multiple categories, Jive enables employees, partners and customers to work better together. More information can be found at www.jivesoftware.com.

# # #

Investor Contact:

Brian Denyeau

ICR

(646) 277-1251

brian.denyeau@icrinc.com

Media Contact:

Jason Khoury

Jive Software

(650) 847-8308