0001144204-16-077312.txt : 20160127 0001144204-16-077312.hdr.sgml : 20160127 20160127170519 ACCESSION NUMBER: 0001144204-16-077312 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20160126 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160127 DATE AS OF CHANGE: 20160127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DATAWATCH CORP CENTRAL INDEX KEY: 0000792130 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 020405716 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19960 FILM NUMBER: 161365805 BUSINESS ADDRESS: STREET 1: 271 MILL ROAD STREET 2: QUORUM OFFICE PARK CITY: CHELMSFORD STATE: MA ZIP: 01824 BUSINESS PHONE: 978-441-2200 MAIL ADDRESS: STREET 1: 271 MILL ROAD STREET 2: QUORUM OFFICE PARK CITY: CHELMSFORD STATE: MA ZIP: 01824 8-K 1 v429835_8-k.htm FORM 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)                January 26, 2016

 

 

Datawatch Corporation

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

000-19960 02-0405716
(Commission File Number) (IRS Employer Identification No.)
   
Quorum Office Park  
271 Mill Road  
Chelmsford, Massachusetts 01824
(Address of Principal Executive Offices) (Zip Code)

 

(978) 441-2200

(Registrant’s Telephone Number, Including Area Code)

 

 

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):

 

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

 

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

 

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

 

oPre-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 January 27, 2016, Datawatch Corporation (“Datawatch”) issued a press release reporting its financial results for its quarter ended December 31, 2015. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

 

The information contained in this Item 2.02, including in Exhibit 99.1 attached hereto and incorporated herein by reference, is intended to be furnished and 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 or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying exhibits shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by Datawatch, whether made before or after the date hereof, regardless of any general incorporation language in such filings.

 

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

 

(e) Compensatory Plans and Arrangements

 

On January 26, 2016, the Compensation and Stock Committee (the “Committee”) of the Board of Directors of Datawatch approved an amendment to the performance-based cash bonus structure for Sanjay Mistry, Vice President and Controller of Datawatch, under the fiscal 2016 Corporate Officers Compensation Plan (the “2016 Compensation Plan”).

 

As disclosed in Datawatch’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 16, 2015, the 2016 Compensation Plan initially provided that Mr. Mistry’s aggregate target cash bonus of $50,000 under the 2016 Compensation Plan would be split evenly between a $25,000 target cash bonus amount payable based on the extent to which Datawatch achieves its fiscal 2016 revenue target (such target, the “Annual Revenue Target”, and such bonus, an “Annual Revenue Target Bonus”) and a $25,000 aggregate target cash bonus amount payable quarterly based on the extent to which certain management bonus objectives are met or exceeded.

 

As amended, 100% of Mr. Mistry’s $50,000 target cash bonus under the 2016 Compensation Plan is an Annual Revenue Target Bonus eligible for payout if Datawatch achieves at least 80% of the Annual Revenue Target. Bonus eligibility at performance representing 80% of the Annual Revenue Target is 60% of the Annual Revenue Target Bonus amount, with bonus eligibility scaling up linearly as performance improves between 80% and 100% of the Annual Revenue Target. Performance at 100% of the Annual Revenue Target will result in eligibility for 100% of the Annual Revenue Target Bonus. Performance over 100% of the Annual Revenue Target will increase Annual Revenue Target Bonus eligibility at a 2 to 1 rate up to maximum eligibility of 150% of the Annual Revenue Target Bonus amount, based on performance at 125% of the Annual Revenue Target.

 

Mr. Mistry’s Annual Revenue Target Bonus will be paid quarterly on the following basis:

 

·With respect to the first, second and third quarters of fiscal 2016, target payouts will equal one-quarter of his Annual Revenue Target Cash Bonus, or $12,500 (the “Quarterly Target Bonus Amount”), with eligibility based on achievement of the Corporation’s year to date quarterly revenue targets (each, a “YTD Quarterly Revenue Target”). Quarterly payout eligibility at performance representing 80% of the applicable YTD Quarterly Revenue Target is 60% of the Quarterly Target Bonus Amount, or $7,500, with quarterly payout eligibility scaling up linearly as performance improves between 80% and 100% of the applicable YTD Quarterly Revenue Target, up to a maximum quarterly payout of $12,500 for performance at or higher than 100% of the applicable YTD Quarterly Revenue Target.

 

 

 

 

·The payout, if any, with respect to the fourth quarter of fiscal 2016 will be an amount equal to (i) the Annual Revenue Target Cash Bonus earned based on the Corporation’s revenue for the full fiscal year relative to the Annual Revenue Target, as described above, minus (ii) the sum of the quarterly payouts made to Mr. Mistry with respect to the Corporation’s revenue performance for the first, second and third quarters of fiscal 2016.

 

The Committee retains the discretion at any time to change the above cash bonus criteria (including bonus amounts and targets), including based on individual performance or in the event any operating changes are approved during the fiscal year that materially impact Datawatch’s fiscal 2016 financial plan.

 

 

Item 9.01Financial Statements and Exhibits

 

(d)Exhibits

 

The following Exhibit is furnished as part of this report:

 

Exhibit No.Description

 

99.1Press release issued by Datawatch Corporation, dated January 27, 2016.

 

 

 

 

 

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.

 

 

  DATAWATCH CORPORATION
     
     
     
  By: /s/ James Eliason  
  Name: James Eliason
  Title: Chief Financial Officer

 

Date: January 27, 2016

 

 

 

 

EXHIBIT INDEX

 

Exhibit No.Description

 

99.1Press release issued by Datawatch Corporation, dated January 27, 2016.

 

 

 

 

 

EX-99.1 2 v429835_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

 

 

 

Datawatch Announces First Quarter 2016 Financial Results

 

Bedford, Mass.—January 27, 2016—Datawatch Corporation (NASDAQ-CM: DWCH), a leading global provider of self-service data preparation and visual analytics solutions, today announced that total revenue for its first quarter of fiscal 2016 ended December 31, 2015 was $7.06 million, an increase of 1% from revenue of $6.96 million in the first quarter of fiscal 2015. License revenue for the first quarter of fiscal 2016 was $3.15 million, a 1% decline from the $3.17 million recorded in the comparable quarter a year ago. Net loss for the first quarter of fiscal 2016 was ($3.96) million, or ($0.34) per diluted share, compared to a net loss of ($36.88) million, or ($3.31) per diluted share, for the year ago period, which included a $32 million non-cash charge for impairment of goodwill. Excluding the effects of the non-cash amortization associated with the purchase of certain intellectual property and other intangible assets, non-cash stock compensation costs, and severance costs, the Company’s non–GAAP net loss for its first quarter of fiscal 2016 was ($2.24) million, or ($0.19) per diluted share, compared to net loss of ($2.54) million, or ($0.23) per diluted share in the first quarter of fiscal 2015.

 

“In the first quarter of fiscal 2016, we continued to build momentum in penetrating the self-service data preparation market, adding 131 new customers for our market-leading Monarch data preparation solution, more than double rate of the previous quarter,” said Michael A. Morrison, president and chief executive officer of Datawatch. “At the same time, the business we typically see from our extensive Monarch base was lower than usual due to the timing of a few of the larger forecasted opportunities. We have implemented specific programs and initiatives targeted at the Monarch installed base to ensure the proper degree of focus on this important segment of our business. Furthermore, we continue to make significant progress with our powerful visualization platform, with its unique real-time capabilities, although the timing of larger visualization transactions can be difficult to predict.”

 

Mr. Morrison added, “We are capitalizing on our momentum in self-service data preparation by maintaining a rapid cycle of agile innovation with the release of Monarch v13.2 at the end of the December, which added significant new transformation and calculation capabilities, expanded data acquisition options and a more powerful engine and ‘just-in-time’ data preparation for large Big Data information sets. Our Monarch for data preparation solution is receiving excellent reviews from analysts and customers alike, and we are more encouraged than ever that our outstanding and highly differentiated solution is the best available to address this rapidly growing market and its business requirements.”

 

James L. Eliason, chief financial officer, commented, “Our balance sheet at the end of our first fiscal quarter remains strong, with our deferred license revenue up nearly 200% year over year, aided by the new subscription pricing model we instituted in Q3 of our last fiscal year, and the growing new customer ‘lands’ for self-service data preparation. We continue to be prudent in our investments, as reflected in our sequentially flat operating expenses, and we expect to maintain our targeted investment philosophy this year at approximately the same pace for the remainder of the fiscal year.”

 

First Quarter 2016 Business Highlights

 

·Datawatch extended its leadership in the financial services industry with more than 40 firms adopting Monarch for self-service data preparation, including Wells Fargo, Cigna, SunGard, China Construction Bank, Zurich North America, Bank of America and Citizens Financial Group.

 

 

 

 

·Imagine Software, an award-winning provider of real-time portfolio, risk management and regulatory solutions for financial firms, entered into an OEM agreement to embed Datawatch’s real-time visualization software in its platform.

·Datawatch entered into an exclusive partnership with DFOCUS, a Korea-based IT consulting and services provider founded by former PwC consultants, to bring Datawatch technology to the Korean market. DFOCUS has expertise with data preparation, visualization and Big Data solutions, and its customers include brand names such as Samsung, Hyundai and Allianz.

·The Marbridge Foundation, a non-profit residential community for adults with cognitive challenges, was awarded the 2015 Ventana Research Business Technology Leadership Award for its use of Datawatch’s self-service data preparation software to meet regulatory reporting requirements under the Affordable Care Act.

 

First Quarter 2016 Financial Highlights

 

·Cash and short-term investments were $33.02 million at December 31, 2015, down 6% from $35.16 million at September 30, 2015 and down 24% from $43.19 million at December 31, 2014.

·Gross margin (excluding IP amortization expense) for the first quarter of fiscal 2016 was 89%, an increase from 85% in the first quarter of fiscal 2015.

·Days sales outstanding were 78 days at December 31, 2015, compared to 81 days at December 31, 2014.

·There were 4 six-figure deals in the first quarter this fiscal year, the same as in the first quarter of fiscal 2015.

·The average deal size in the first quarter of fiscal 2016 was $29,000, compared to $36,000 in the first quarter of fiscal 2015.

 

 

Conference Call

 

Datawatch’s first quarter of fiscal year 2016 earnings conference call will take place on Thursday, January 28, 2016 at 8:30 a.m. Eastern Time. To access the conference call, the toll-free dial in number is (877) 407-0782. Internationally, the call may be accessed by dialing (201) 689-8567. The conference call will be broadcast live on the Internet at: http://www.investorcalendar.com/IC/CEPage.asp?ID=174613. It is recommended that listeners register to participate and download any necessary audio software from the website 15 minutes prior to the scheduled call. An archived replay of the broadcast will be available for 90 days at the same location.

 

 

About Datawatch Corporation
Datawatch Corporation (NASDAQ-CM: DWCH) enables ordinary users to deliver extraordinary results with all their data.  Only Datawatch can unlock data from the widest variety of sources and prepare it for use with visualization tools or other business processes.  When real-time visibility to rapidly changing data is critical, Datawatch enables you to visualize streaming data for the most demanding business environments such as capital markets. Organizations of every size worldwide use Datawatch products including 93 of the Fortune 100. Datawatch is headquartered in Bedford, Massachusetts with offices in New York, London, Frankfurt, Stockholm, Singapore, and Manila, and with partners and customers in more than 100 countries worldwide.  See how Datawatch can help you by downloading a free version at www.datawatch.com.

 

 

 

 

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Any such statements, including but not limited to those relating to results of operations, contained herein are based on current expectations, but are subject to a number of risks and uncertainties that may cause actual results to differ materially from expectations. The factors that could cause actual future results to differ materially from current expectations include the following: risks associated with the continuing weak global economy; risks associated with fluctuations in quarterly operating results due, among other factors, to the long sales cycle with enterprise customers and the size and timing of large customer orders; risks associated with acquisitions; the risk that our goodwill resulting from acquisitions may become impaired and require a write-down; limitations on the effectiveness of internal controls; rapid technological change; Datawatch’s dependence on the introduction of new products and product enhancements and possible delays in those introductions; competition in the software industry generally, and in the markets for next generation analytics in particular; Datawatch's dependence on its principal products, proprietary software technology and software licensed from third parties; Datawatch’s concentration of customers in the financial sector; risks associated with international sales and operations; risks associated with indirect distribution channels and co-marketing arrangements, many of which were only recently established; the adequacy of Datawatch’s sales returns reserve; risks associated with a subscription sales model; Datawatch’s dependence on its ability to hire and retain skilled personnel; disruption or failure of Datawatch’s technology systems that may result from a natural disaster, cyber-attack, security breach or other catastrophic event; and uncertainty and additional costs that may result from evolving regulation of corporate governance and public disclosure. Further information on factors that could cause actual results to differ from those anticipated is detailed in various publicly-available documents, which include, but are not limited to, filings made by Datawatch from time to time with the Securities and Exchange Commission, including but not limited to, those appearing in the Company's Annual Report on Form 10-K for the year ended September 30, 2015. Any forward-looking statements should be considered in light of those factors.

 

 

 

 

 

# # #

 

Investor Contact:
Datawatch Investor Relations
investor@datawatch.com
Phone: (978) 441-2200 ext. 8323

 

 

Media Contact:

Erin Hoesly

Datawatch Corporation

Erin_Hoesly@datawatch.com

Phone: (978) 441-2200 ext. 8322

Twitter: @datawatch

 

© 2016 Datawatch Corporation. Datawatch and the Datawatch logo are trademarks or registered trademarks of Datawatch Corporation in the United States and/or other countries. All other names are trademarks or registered trademarks of their respective companies.

 

 

 

 

DATAWATCH CORPORATION
 Condensed Consolidated Statements of Operations
 Amounts in Thousands (except per share data)
 (Unaudited)

 

   Three Months Ended 
   December 31, 
   2015   2014 
         
REVENUE:          
Software licenses  $3,147   $3,175 
Maintenance   3,602    3,409 
Professional services   306    377 
          Total revenue   7,055    6,961 
           
COSTS AND EXPENSES:          
Cost of software licenses   689    861 
Cost of maintenance and services   598    892 
Sales and marketing   5,748    7,988 
Engineering and product development   1,827    2,523 
General and administrative   2,234    2,141 
Impairment of goodwill and long lived intangible assets   -    32,009 
          Total costs and expenses   11,096    46,414 
           
LOSS  FROM OPERATIONS   (4,041)   (39,453)
Other income (expense)   (24)   9 
           
LOSS BEFORE INCOME TAXES   (4,065)   (39,444)
Income tax benefit   101    2,568 
           
NET LOSS  $(3,964)  $(36,876)
           
Net loss per share - Basic  $(0.34)  $(3.31)
Net loss per share - Diluted  $(0.34)  $(3.31)
Weighted Average Shares Outstanding - Basic   11,635    11,136 
Weighted Average Shares Outstanding - Diluted   11,635    11,136 
           
Non-GAAP Disclosure - Reconciliation of Net Loss to Net Loss Excluding the Effects of Certain Items:
           
GAAP Net Loss  $(3,964)  $(36,876)
Add-back Impairment of Goodwill & Long-Lived Assets   -    32,009 
Add-back Amortization of Intangibles & IP   572    580 
Add-back Share-Based Compensation   1,023    1,741 
Add-back Severance   134    10 
Subtotal of additions   1,729    34,340 
Net (Loss) Income (non-GAAP)  $(2,235)  $(2,536)
Net (loss) income per share - Basic  $(0.19)  $(0.23)
Net (loss) income per share - Diluted  $(0.19)  $(0.23)
Weighted Average Shares Outstanding - Basic   11,635    11,136 
Weighted Average Shares Outstanding - Diluted   11,635    11,136 

 

 

 

 

DATAWATCH CORPORATION
 Condensed Consolidated Balance Sheets
 Amounts in Thousands  
 (Unaudited)

 

   December 31,   September 30, 
   2015   2015 
           
 Cash and cash equivalents  $33,023   $35,162 
 Accounts receivable, net   5,107    7,081 
 Prepaid expenses and other current assets   2,274    2,013 
           Total current assets   40,404    44,256 
           
 Property and equipment, net   954    614 
 Intangible and other assets, net   13,302    14,061 
           
   $54,660   $58,931 
           
           
 Accounts payable and accrued expenses  $3,193   $4,202 
 Deferred revenue - current portion   8,427    8,452 
 Deferred tax liability- current portion   -    274 
           Total current liabilities   11,620    12,928 
           
 Other long-term liabilities   378    461 
           Total long-term liabilities   378    461 
           
           Total shareholders' equity   42,662    45,542 
           
   $54,660   $58,931 

 

 

 

 

Use of Non-GAAP Financial Information

 

We define non-GAAP income (loss) from operations as U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) operating loss plus non-cash amortization associated with the purchase of certain intellectual property and other intangible assets, non-cash stock compensation costs and severance costs. We discuss non-GAAP income (loss) from operations in our quarterly earnings releases and certain other communications as we believe non-GAAP income (loss) from operations is an important measure that is not calculated according to U.S. GAAP. We use non-GAAP income (loss) from operations in internal forecasts and models when establishing internal operating budgets, supplementing the financial results and forecasts reported to our Board of Directors and evaluating short-term and long-term operating trends in our operations. We believe that non-GAAP income (loss) from operations assists in providing an enhanced understanding of our underlying operational measures to manage the business, to evaluate performance compared to prior periods and the marketplace, and to establish operational goals. We believe that these non-GAAP financial adjustments are useful to investors because they allow investors to evaluate the effectiveness of the methodology and information used by management in our financial and operational decision-making.

 

Non-GAAP income (loss) from operations is a non-GAAP financial measure and should not be considered in isolation or as a substitute for financial information provided in accordance with U.S. GAAP. This non-GAAP financial measure may not be computed in the same manner as similarly titled measures used by other companies. We expect to continue to incur expenses similar to the non-GAAP income (loss) from operations financial adjustments described above, and investors should not infer from our presentation of this non-GAAP financial measure that these costs are unusual, infrequent or non-recurring.

 

The table above entitled “Non-GAAP Disclosure - Reconciliation of Net Loss to Net Loss Excluding the Effects of Certain Items” reconciles the Company’s U.S. GAAP income (loss) from operations to the Company’s non-GAAP income (loss) from operations.

 

 

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