8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 10, 2010

BAKBONE SOFTWARE INCORPORATED

(Exact name of registrant as specified in its charter)

Canada	000-12230	Not Applicable
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

9540 Towne Center Drive, Suite 100

San Diego, California 92121

(Address of Principal Executive Offices) (Zip Code)

(858) 450-9009

(Registrant’s telephone number, including area code)

(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. Results of Operations and Financial Condition.

On February 10, 2010, BakBone Software Incorporated (the “Company”) issued a press release announcing, among other things, its financial results for the third quarter of fiscal 2010. A copy of the press release is attached hereto as Exhibit 99.1.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02, including 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 otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release of BakBone Software Incorporated issued on February 10, 2010.

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.

	BAKBONE SOFTWARE INCORPORATED
February 10, 2010	By:	/s/    STEVEN R. MARTIN
		Steven R. Martin
		Chief Financial Officer

EXHIBIT INDEX

EXHIBIT NO.	DESCRIPTION
99.1	Press Release of BakBone Software Incorporated issued on February 10, 2010.

EX-99.1

Exhibit 99.1

Investor Contact:	Corporate Contact:	Media Contact:
Doug Sherk / Jenifer Kirtland	Steve Martin	Amber Winans
415-896-6820	858-795-7525	858-795-7584
jkirtland@evcgroup.com	IR@bakbone.com	amber.winans@bakbone.com

FOR IMMEDIATE RELEASE

BakBone Software Generates Revenue Growth and Continued

Profitability in the Third Quarter of Fiscal 2010

SAN DIEGO, Calif. — February 10, 2010 — BakBone Software, Incorporated (OTCBB: BKBO), a leading provider of Universal Data Management solutions, today announced its financial results for the third quarter of fiscal 2010, ended December 31, 2009.

Third Quarter Fiscal 2010 financial and operational highlights include

•   GAAP Revenues	$15.2 million
•   Operating Income	$0.8 million
•   Net Income	$0.6 million
•   Net Income per Share	$0.01
•   Total Bookings	$15.3 million

“Our third fiscal quarter results demonstrate the success of our focus on managing the business for profitability, while we continue to make investments in ColdSpark and other growth opportunities,” said Jim Johnson, president and CEO, BakBone. “We reported a six percent increase in revenue in the recent third fiscal quarter compared with the same quarter last year and generated a profit of $0.6 million. Our bookings and GAAP revenues reflected strength in Europe and Asia, as well as strong maintenance contract renewals from existing customers across geographies.”

“The improvement to positive operating income compared with a loss the prior year reflected significantly reduced operating expenses overall. We continued to make strategic investments in R&D and sales, and marketing initiatives that should further position BakBone as a leader in the enterprise messaging and infrastructure space, as well as in its core backup and recovery business,” continued Mr. Johnson.

In mid-October, the Company introduced the newest version of its flagship product NetVault^®: Backup and new disk-based backup and deduplication options with NetVault: SmartDisk. NetVault: SmartDisk is based on BakBone’s Open Data Protection Platform, which offers more affordable, long-term disk-based storage to customers with additional features such as data deduplication. “Our new NetVault: Backup and NetVault: SmartDisk product offerings have been well received in the market and we are delivering this new version to our client base around the world,” commented Mr. Johnson.

During the quarter, ColdSpark introduced a new managed services offering for e-mail management and delivery that will help customers reduce the costs and complexity of managing e-mail infrastructures. This, along with the new versions of the ColdSpark SparkEngine^™, Compliance Catalyst and MailFusion that were launched in October, is targeted at ColdSpark’s key markets including financial services, healthcare and other regulated industries.

“ColdSpark expanded its footprint with a well-known global financial services company in the third quarter. We continue to focus on expanding our presence with global healthcare companies. We believe we are making good progress in our pursuit of new accounts, and as we’ve stated previously, the e-mail management and infrastructure business has a relatively long selling cycle and is characterized by large orders and unpredictable timing. As a result of anticipated lower near-term bookings from ColdSpark and slowness in the new license bookings for backup and recovery products in North America, we have revised our guidance for expected consolidated bookings in fiscal 2010 to $56.5 to $57.5 million.

“We remain very optimistic about the opportunities for ColdSpark and for backup and recovery and are working aggressively to grow these businesses. We are committed to sustained profitability, while we invest the necessary resources to maintain our technological lead and drive a more efficient, productive sales and marketing effort. We are focused on execution and believe that our success will generate increased revenue and profitability and enhanced valuation for BakBone shareholders,” concluded Mr. Johnson.

Financial Results

Total revenue grew six percent to $15.2 million in the third quarter of fiscal 2010 from $14.3 million in the third quarter of fiscal 2009. Operating income totaled $0.8 million for the third quarter ended December 31, 2009, compared with an operating loss of $1.1 million in the third quarter of the prior fiscal year. The increase in operating income in the third quarter ended December 31, 2009, was the result of higher revenue and a significant reduction in general and administrative costs primarily associated with accounting and auditing fees incurred in the prior fiscal year.

The Company reported net income of $0.6 million, or $0.01 per share, in the third quarter compared with net income of $0.6 million, or $0.01 per share, in the third quarter last year.

For the nine months ended December 31, 2009, revenue grew 13% to $47.1 million compared with $41.6 million through the nine months ended December 31, 2008. Net income for the recent nine-month period totaled $2.4 million, or $0.02 per diluted share, compared with a net loss of $4.6 million for the comparable period in the prior year, or $(0.07) per share.

Total cash at December 31, 2009, totaled $5.7 million.

Conference Call Information

The Company has scheduled a conference call for today, February 10, 2010, at 2:00 p.m. PT to discuss the results for the quarter ended December 31, 2009. The call will be hosted by Jim Johnson, CEO of BakBone, and Steve Martin, CFO of BakBone.

To access the conference call, please dial 800-854-3238; internationally, dial 706-634-9547 (Passcode: 52847729. This call will also be webcast and can be accessed at www.bakbone.com by clicking on “Company Info” and then “Investor Relations.” The webcast is also being distributed through the Thomson StreetEvents Network. Individual investors can listen to the call at www.earnings.com, Thomson’s individual investor portal, powered by StreetEvents. Institutional investors can access the call via Thomson StreetEvents (www.streetevents.com), a password-protected event management site.

About BakBone Software

BakBone Software is a leader in Universal Data Management. This provides a data-centric approach to integrating data protection, centralizing policy management and managing organizations’ messaging infrastructure to optimize performance, increase data availability and improve corporate compliance. Learn more about BakBone’s Universal Data Management vision at www.bakbone.com or e-mail info@bakbone.com.

Safe Harbor

This press release contains express and/or implied forward-looking statements including, without limitation, statements regarding anticipated revenues, operating results, bookings and market developments that involve risks, uncertainties, assumptions and other factors, which, if they do not materialize or prove correct, could cause BakBone’s results to differ materially from historical results, or those expressed or implied by such forward-looking statements. The potential risks and uncertainties may include, but are not limited to: risks that the anticipated benefits of the Coldspark acquisition will not be achieved; risks that the ongoing weak economic and market conditions, particularly in North America, could continue to lead to reduced spending on information technology products; competition in our target markets; potential capital needs; management of future growth and expansion; the development, implementation and execution of the Company’s Universal Data Management strategic vision; risk of third-party claims of infringement; protection of proprietary information; customer acceptance of the Company’s existing and newly introduced products and fee structures; the success of the Company’s brand development efforts; risks associated with strategic alliances; reliance on distribution channels; product concentration; need to develop new and enhanced products; potential product defects; our ability to hire and retain qualified employees and key management personnel; and risks associated with changes in domestic and international market conditions and the entry into and development of international markets for the Company’s products. Our forward-looking statements should be considered in the context of these and other risk factors disclosed in our most recent report filed with the Securities and Exchange Commission, which may be found at www.sec.gov, as well as those risk factors disclosed in our current report filed with the relevant Canadian securities regulators, which is available on SEDAR at www.sedar.com. All future written and oral forward-looking statements made by us or on our behalf are also subject to these factors. BakBone assumes no obligation to update any forward-looking statement to reflect events or circumstances arising after the date on which it was made, other than as required under applicable securities laws.

BakBone^®, BakBone Software^®, NetVault^®, Application Plugin Module^™, BakBone logo^®, Integrated Data Protection^™, NetVault: SmartDisk^™, Asempra^®, FASTRecover^™, ColdSpark^® and SparkEngine^™ are all trademarks or registered trademarks of BakBone Software, Inc., in the United States and/or in other countries. All other brands, products or service names are or may be trademarks, registered trademarks or service marks of, and used to identify, products or services of their respective owners.

BAKBONE SOFTWARE INCORPORATED

Condensed Consolidated Balance Sheets

(in thousands)

	Fiscal Period Ended
	(unaudited)
	December 31, 2009			March 31, 2009
ASSETS
Current assets:
Cash and cash equivalents	$	5,660		$	8,398
Restricted cash		51			264
Accounts receivable, net		9,847			9,646
Prepaid expenses and other assets		1,409			1,159
Total current assets		16,967			19,467
Property and equipment, net		2,250			2,713
Intangible assets, net		7,798			824
Trademarks		400			—
Goodwill		14,007			7,615
Other assets		957			939
Total assets	$	42,379		$	31,558
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued liabilities	$	8,778		$	9,603
Current portion of acquisition consideration payable		2,279			—
Current portion of deferred revenue		44,482			44,081
Total current liabilities		55,539			53,684
Deferred revenue, excluding current portion		46,719			47,684
Acquisition consideration payable, excluding current portion		4,452			—
Other liabilities		834			1,337
Total liabilities		107,544			102,705
Shareholders’ deficit		(65,165	)		(71,147	)
Total liabilities and shareholders’ deficit	$	42,379		$	31,558

BAKBONE SOFTWARE INCORPORATED

Condensed Consolidated Statements of Operations

(in thousands)

(unaudited)

	Three months ended December 31,						Nine months ended December 31,
	2009			2008 Restated (1)			2009			2008 Restated (1)
Revenues:
License and service	$	15,199		$	14,348		$	45,619		$	41,606
Other		—			—			1,500			—
Total revenues		15,199			14,348			47,119			41,606
Cost of revenues		1,660			1,818			4,874			5,466
Gross profit		13,539			12,530			42,245			36,140
Operating expenses:
Sales and marketing		6,841			6,483			20,015			20,784
Research and development		3,292			2,780			9,685			8,804
General and administrative		2,614			4,366			9,734			12,350
Total operating expenses		12,747			13,629			39,434			41,938
Operating income (loss)		792			(1,099	)		2,811			(5,798	)
Other non-operating (expense) income		(414	)		1,837			(549	)		1,477
Income (loss) before income taxes		378			738			2,262			(4,321	)
(Benefit from) provision for income taxes		(231	)		100			(169	)		247
Net income (loss)	$	609		$	638		$	2,431		$	(4,568	)
Net income (loss) per common share:
Basic	$	0.01		$	0.01		$	0.03		$	(0.07	)
Diluted	$	0.01		$	0.01		$	0.02		$	(0.07	)
Weighted-average common shares outstanding:
Basic		86,644			64,610			83,368			64,616
Diluted		104,690			82,647			101,488			64,616

(1) As discussed in the Company’s Annual Report on Form 10-K for the year ended March 31, 2009, the Company restated its consolidated financial statements for each of the first three quarters in fiscal 2009, in accordance with Staff Accounting Bulletin No. 108, Considering the Effect of Prior Year Misstatements When Quantifying Misstatements in the Current Year Financial Statements, to correct errors in such consolidated financial statements that would have had a material effect on the financial statements for the three and twelve months ended March 31, 2009 if not corrected. The Company does not believe that these adjustments are material to any of the restated periods.

BAKBONE SOFTWARE INCORPORATED

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

	Nine months ended December 31,
	2009			2008 Restated (1)
Cash flows from operating activities:
Net income (loss)	$	2,431		$	(4,568	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization		1,868			1,274
Non-cash interest expense		474			—
Operating expenses funded by financing arrangement		267			59
Provision for bad debt		173			—
Stock-based compensation		29			229
Loss on disposal of capital assets		9			19
Other changes in assets and liabilities		(6,928	)		2,576
Net cash used in operating activities		(1,677	)		(411	)
Cash flows from investing activities:
Cash paid for acquisitions, net of cash received		(1,014	)		—
Capital expenditures		(256	)		(946	)
Release of restricted cash		325			227
Net cash used in investing activities		(945	)		(719	)
Cash flows from financing activities:
Payments on capital lease obligations		(227	)		(186	)
Payments on long-term debt obligations		(437	)		(419	)
Net cash used in financing activities		(664	)		(605	)
Effect of exchange rates on cash and cash equivalents		548			(257	)
Net decrease in cash and cash equivalents		(2,738	)		(1,992	)
Cash and cash equivalents, beginning of period		8,398			9,496
Cash and cash equivalents, end of period	$	5,660		$	7,504

BAKBONE SOFTWARE INCORPORATED

Reconciliation of Bookings to U.S. GAAP Revenue (2)

(unaudited, in thousands)

	Three months ended December 31,						Nine months ended December 31,
	2009			2008			2009			2008
Revenues sourced from current period bookings:
Total bookings for the period	$	15,265		$	15,541		$	42,395		$	43,844
Bookings deferred into subsequent periods		(14,333	)		(14,273	)		(32,604	)		(35,466	)
Revenues from current period bookings		932			1,268			9,791			8,378
Revenues sourced from prior period bookings:		14,267			13,080			37,328			33,228
Total revenues recognized in the period	$	15,199		$	14,348		$	47,119		$	41,606

(2) We define bookings as the gross dollars invoiced through the sale of software licenses, maintenance contracts and professional services. We utilize bookings information as an operations measure, but it is not intended to replace U.S. GAAP accounting. Under the ratable revenue recognition method, license bookings are recognized as revenue over the appropriate period (generally three to five years). In general, variations in revenues period-over-period are affected by the amortization of current and prior period license bookings. Accordingly, we believe that trends in current and historical bookings are key factors in analyzing our operating results.