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) March 5, 2015

WAVE SYSTEMS CORP.

(Exact Name of Registrant as Specified in Charter)

DELAWARE	0-24752	13-3477246
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

480 Pleasant Street, Lee, Massachusetts 01238

(Address of Principal Executive Offices) (ZIP Code)

Registrant’s telephone number, including area code (413) 243-1600

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):

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

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

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

o 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 March 5, 2015, Wave Systems Corp. announced results for its fourth quarter and year ended December 31, 2014 and highlighted recent corporate developments.  This announcement was made via a conference call, webcast and press release entitled “Wave Reduces 2014 Operating Expenses by 32% and Trims Net Loss by $7M”.  A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.  This Form 8-K and Exhibits 99.1 hereto are each being furnished to the Securities and Exchange Commission (the “SEC”) pursuant to Item 2.02 of Form 8-K and are therefore not to be considered “filed” with the SEC.

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Item 9.01              Financial Statements and Exhibits.

(d)  Exhibits

Exhibit	Description
99.1	Press Release dated March 5, 2015.

* Exhibit 99.1 is being furnished to the SEC pursuant to Item 2.02 and is not being filed with the SEC. Therefore, this exhibit is not incorporated by reference in any of the registrant’s other SEC filings.

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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.

	WAVE SYSTEMS CORP.
	By:	/s/ Walter A. Shephard
		Walter A. Shephard
		Chief Financial Officer
Dated: March 6, 2015

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EXHIBIT INDEX

Exhibit	Description
99.1	Press Release dated March 5, 2015.

* Exhibit 99.1 is being furnished to the SEC pursuant to Item 2.02 and is not being filed with the SEC. Therefore, this exhibit is not incorporated by reference in any of the registrant’s other SEC filings.

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EX-99.1

Wave Reduces 2014 Operating Expenses by 32% and Trims Net Loss by $7M

Lee, MA—March 5, 2015—Wave Systems Corp. (NASDAQ: WAVX), an enterprise security software provider, today reported fourth quarter (Q4 ’14) and full-year results for the period ended December 31, 2014. Wave will host a live webcast http://www.wave.com/resource-center/webcasts and conference call (212-231-2919) today at 4:30 p.m. ET to review its Q4 and full-year results and progress to date in 2015.

Q4 Financial Highlights

• Wave’s Q4 ’14 total net revenues were $2.9 million for Q4 ’14, a year-over-year decline from $5.6 million in the fourth quarter ended December 31, 2013 (Q4 ’13) and quarter-over-quarter decline from $4.3 million in the third quarter ended September 30, 2014 (Q3 ’14). The decline in year-over-year net revenues from Q4 ’13 included a decrease in licensing and maintenance net revenues of $2.7 million ($2.3 million of which was due to a decrease in OEM software bundling revenue, resulting primarily from a decline in shipments of Wave’s solutions under its OEM bundling relationship with Dell).

• The $1.4 million decline in total quarter-over-quarter net revenues from Q3 ’14 consisted of a decrease in licensing and maintenance net revenues of $1.1 million, consisting of a $0.7 million decrease in OEM software bundling revenue and a $0.4 million decrease in enterprise license and maintenance revenue, and a decrease of $0.3 million in services revenue earned from a service contract with an OEM partner that was completed during Q3 ’14.

• Q4 ’14 total operating expenses declined to $7.2 millionversus $9.2 million in Q4 ’13. Q3 ’14 total operating expenses were $6.4 million. During 2014, Wave instituted further cost cutting measures to align with the current business which resulted in decreases from 2013 expenses.

• On October 15, 2014, Wave entered into an Asset Purchase Agreement with DocMagic, Inc. to sell eSignSystems, a product line of Wave, to DocMagic, Inc. for $1.2 million. The transaction closed on October 16, 2014 resulting in a gain on the sale of $1.3 million.

• Wave’s Q4 ‘14 net loss was $3.7 million, or ($0.08) per basic share, compared to a net loss of $3.7 million, or ($0.11) per basic share in Q4 ’13, and a net loss of $2.1 million, or ($0.05) per basic share, in Q3 ‘14.

• Q4 ’14 total billings declined to $2.9 million quarter-over-quarter versus Q4 ‘13 total billings of $5.4 million. Q3 ’14 total billings were $3.4 million. The year-over-year decline was due to a $0.5 million decrease in licensing and maintenance billings and a $2.0 million decrease in OEM billings, principally due to a decrease in Dell-related OEM bundling activity.

• The $0.5 million decline in total quarter-over-quarter billings from Q3 ’14 consisted of an increase in licensing and maintenance net revenues of $0.3 million and a decrease of $0.8 million in OEM software bundling revenue.

Full Year 2014 Financial Highlights

• Wave’s total net revenues for 2014 declined to $17.0 million versus $24.4 million in 2013. The decline in total net revenues from 2013 consisted of a $4.5 million decrease from a decline in the Dell OEM software bundling revenue as described above, a $1.5 million decrease as a result of a service contract with the United States Department of Defense that was completed during 2013 and a $0.9 million decline in consulting revenue from one of the world’s leading international oil and gas companies.

• 2014 total operating expenses declined to $30.4 million versus $44.5 million in 2013. 2013 total operating expenses included $4.2 million of impairment charges.

• Wave’s 2014 net loss was $12.9 million or ($0.30) per basic share, compared to a net loss of $20.3 million, or ($0.68) per basic share in 2013.

• 2014 total billings declined to $14.8 million versus 2013 billings of $24.3 million. The decline was primarily due to a $4.5 million decline in the Dell OEM software bundling revenue, a $2.5 million decrease in licensing and maintenance billings, a $1.5 million decrease as a result of a service contract with the United States Department of Defense that was completed during 2013 and a $0.9 million decline in consulting from one of the world’s leading international oil and gas companies.

Working Capital

• Cash and cash equivalents were $1.8 million at December 31, 2014 compared to $2.1 million at December 31, 2013. Wave’s total current assets were $4.0 million at December 31, 2014 and total current liabilities were $9.0 million, including $5.1 million in deferred revenue.

• Subsequent to December 31, 2014, Wave received net proceeds of $3.3 million through a registered direct placement of common stock priced at $0.65 per share and warrants priced at $0.70 per share.

CEO Commentary:

Highlights

• In 2014 Wave focused on objectives to improve the financial performance of the company by implementing sound strategies for significantly cutting expenses while making fundamental changes that will enable sales growth.

• Made significant changes in senior and mid-level executives including a new Chief Financial Officer, leading to a positive change in company culture as well as improvements on business execution.

• Added two new members to the Board of Directors and executed a transition in the Chairman position after the passing of John Bagalay Jr.

• Implemented major changes in the sales and marketing teams to focus on large enterprise sales.

• Changed the entire North American sales force and the leadership of the EMEA sales team.

• Launched Virtual Smart Card 2.0, a bold new product that better enables us to sell our TPM management software, where Wave has significant market differentiation and profit potential.

• Made substantial and needed changes in 2014 that will enable increased enterprise sales and OEM royalties in 2015 and beyond.

Recent Corporate Developments:

• SEC Filing: Wave Receives $2.3M, Multi-Year Order from Major US-headquartered Insurance Company

• Wave Launches New Wave Cloud 3.1.4

• Wave Systems Appoints Will Stefan Roth Vice President, EMEA Sales

• Wave Systems Earns Top Score in Strategy Category by Technology Analyst

• Wave Completes $3.6 Million Stock Offering

• Wave Systems Elects New Chairman of the Board

About Wave Systems

Wave Systems Corp. reduces the complexity, cost and uncertainty of authentication and data protection by starting inside the device. Unlike other vendors who try to secure information by adding layers of software for security, Wave leverages the security capabilities built directly into endpoint computing platforms themselves. Wave is a leading expert in this growing trend and is leading the way with first-to-market solutions and helped shape standards through its board seat on the Trusted Computing Group.

Safe Harbor for Forward-Looking Statements

This press release may contain forward-looking information within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), including all statements that are not statements of historical fact regarding the intent, belief or current expectations of the company, its directors or its officers with respect to, among other things: (i) the company's financing plans; (ii) trends affecting the company's financial condition or results of operations; (iii) the company's growth strategy and operating strategy; and (iv) the declaration and payment of dividends. The words "may," "would," "will," "expect," "estimate," "anticipate," "believe," "intend" and similar expressions and variations thereof are intended to identify forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond the company's ability to control, and that actual results may differ materially from

those projected in the forward-looking statements as a result of various factors. Wave assumes no duty to and does not undertake to update forward-looking statements.

All brands are the property of their respective owners.

Wave Systems Corp.	Investor Relations
Walter A. Shephard, CFO	David Collins, Chris Eddy
(413) 243-1600	(212) 924-9800
investors@wave.com	wavx@catalyst-ir.com

WAVE SYSTEMS CORP. AND SUBSIDIARIES

Consolidated Statements of Operations

(Unaudited)

	Three months ended						Twelve months ended
	December 31, 2014			December 31, 2013			December 31,  2014			December 31, 2013
Net revenues:
Licensing and maintenance	$	2,866,371		$	5,613,559		$	16,670,834		$	22,591,914
Services	-			-			300,000			1,808,938
Total net revenues	2,866,371			5,613,559			16,970,834			24,400,852
Operating expenses:
Licensing and maintenance – cost of net revenues	303,601			313,310			1,215,776			3,419,271
Services – cost of net revenues	-			-			73,000			277,665
Selling, general, and administrative	4,204,513			6,786,112			18,794,273			26,829,636
Research and development	2,725,249			2,125,794			10,333,607			11,380,258
Impairment of goodwill	-			-			-			2,590,000
Total operating expenses	7,233,363			9,225,216			30,416,656			44,496,830
Operating loss	(4,366,992		)	(3,611,657		)	(13,445,822		)	(20,095,978		)
Other income (expense), net:
Net currency transaction loss	(6,966		)	(4,862		)	(14,828		)	(17,220		)
Gain on sale of eSign	1,304,579			-			1,304,579			-
Net interest expense	(604,325		)	(49,260		)	(712,527		)	(200,456		)
Total other income (expense), net	693,288			(54,122		)	577,224			(217,676		)
Loss before income tax expense	(3,673,704		)	(3,665,779		)	(12,868,598		)	(20,313,654		)
Income tax expense	12,000			10,610			12,000			10,610
Net loss	$	(3,685,704	)	$	(3,676,389	)	$	(12,880,598	)	$	(20,324,264	)
Loss per common share – basic and diluted	$	(0.08	)	$	(0.11	)	$	(0.30	)	$	(0.68	)
Weighted average number of common shares outstanding during the period	45,918,494			33,436,124			43,024,449			29,825,854

WAVE SYSTEMS CORP. AND SUBSIDIARIES

Consolidated Supplemental Schedules

(Unaudited)

	Three months ended						Twelve months ended
	December 31, 2014			December 31, 2013			December 31, 2014			December 31, 2013
Total net revenues	$	2,866,371		$	5,613,559		$	16,970,834		$	24,400,852
Increase (decrease) in deferred revenue	57,471			(190,072		)	(2,142,970		)	(76,791		)
Total billings (Non-GAAP)	$	2,923,842		$	5,423,487		$	14,827,864		$	24,324,061
Net loss as reported	$	(3,685,704	)	$	(3,676,389	)	$	(12,880,598	)	$	(20,324,264	)
Net interest expense	604,325			49,260			712,527			200,456
Income tax expense	12,000			10,610			12,000			10,610
Depreciation and amortization	208,340			246,036			885,657			1,009,876
Share-based compensation expense	(93,933		)	75,727			209,961			1,694,842
Impairment of goodwill and amortizable intangible assets	-			-			-			4,205,000
EBITDAS (Non-GAAP)	$	(2,954,972	)	$	(3,294,756	)	$	(11,060,453	)	$	(13,203,480	)

Non-GAAP Financial Measures:

As supplemental information, we provide the non-GAAP performance measures that we refer to as total billings and EBITDAS. Total billings is provided in addition to, but not as a substitute for, GAAP total net revenues. Total billings means the sum of total net revenues determined in accordance with GAAP, plus the increase or minus the decrease in deferred revenue. We consider total billings an important measure of our financial performance, as we believe it best represents the continued increase in our software license upgrades. Total billings is not a measure of financial performance under GAAP and, as calculated by us, may not be consistent with computations of total billings by other companies. For the three months ended September 30, 2014, total billings were $3,373,273 and consisted of total net revenues of $4,332,104 adjusted for a decrease in deferred revenue of $958,831.

EBITDAS is defined as net income (loss) before interest income (expense), income taxes, depreciation, amortization and share-based compensation. EBITDAS should not be construed as a substitute for net income (loss) or net cash provided by (used in) operating activities (all as determined in accordance with GAAP) for the purpose of analyzing our operating performance, financial position and cash flows, as EBITDAS is not defined by GAAP. However, we regard EBITDAS as a complement to net income (loss) and other GAAP financial performance measures, including an indirect measure of operating cash flow. For the three months ended September 30, 2014, negative EBITDAS was $(2,414,066) and consisted of net loss as reported of $(2,105,859) adjusted for net interest expense of $24,325, depreciation and amortization of $215,418 and share-based compensation expense of $(547,950).

WAVE SYSTEMS CORP. AND SUBSIDIARIES

Consolidated Balance Sheets

(Unaudited)

	December 31, 2014			December 31, 2013
Assets
Current assets:
Cash and cash equivalents	$	1,777,414		$	2,120,102
Accounts receivable, net of allowance for doubtful accounts of $-0- December 31, 2014 and December 31, 2013	1,820,945			2,730,077
Pledged receivables	-			1,683,188
Prepaid expenses and other current assets	397,689			488,656
Total current assets	3,996,048			7,022,023
Property and equipment, net	411,755			596,820
Amortizable intangible assets, net	2,008,227			2,590,920
Goodwill	1,448,000			1,448,000
Other assets	169,330			167,146
Total Assets	8,033,360			11,824,909
Liabilities and Stockholders' Deficit
Current liabilities:
Secured borrowings	-			1,430,710
Accounts payable and accrued expenses	3,918,493			6,789,274
Deferred revenue	5,125,932			6,996,239
Total current liabilities	9,044,425			15,216,223
Other long-term liabilities	50,779			78,618
Royalty liability	4,982,306			4,509,629
Long-term deferred revenue	871,677			1,003,614
Total liabilities	14,949,187			20,808,084
Stockholders’ Deficit:
Common stock, $.01 par value. Authorized 150,000,000 shares as Class A; 45,962,324 shares issued and outstanding at December 31, 2014 and 35,019,740 at December 31, 2013	459,623			350,197
Common stock, $.01 par value. Authorized 13,000,000 shares as Class B; 8,885 shares issued and outstanding at December 31, 2014 and 2013	89			89
Capital in excess of par value	422,745,539			407,907,019
Accumulated deficit	(430,121,078		)	(417,240,480		)
Total Stockholders' Deficit	(6,915,827		)	(8,983,175		)
Total Liabilities and Stockholders’ Deficit	$	8,033,360		$	11,824,909

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