ENVI Environmental Impact Acquisition Corporation

 

 

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): December 1, 2014

 

 

ENVIVIO, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-35205		94-3353255
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)
400 Oyster Point Boulevard, Suite 325 South San Francisco, CA				94080
(Address of principal executive offices)				(Zip Code)

(650) 243-2700

(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 (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))

 

 

 

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Item 2.02. Results of Operations and Financial Condition

On December 1, 2014, Envivio, Inc. (the “Company”) issued a press release announcing its results for the third quarter ended October 31, 2014 and intends to present additional information during a related conference call to be held on December 1, 2014. The press release and conference call contain forward-looking statements regarding the Company and include cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Item 2.02 and in the accompanying exhibit 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 Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such filing.

Item 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

The information contained in this Item 9.01 and in the accompanying exhibit shall not be deemed filed for purposes of Section 18 of the Exchange Act or incorporated by reference in any filing under the Exchange Act or the Securities Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

Exhibit No.		Description
99.1		Press release dated December 1, 2014

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 1, 2014

 

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EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press Release dated as of December 1, 2014.

Exhibit 99.1

Envivio Reports Third Quarter Fiscal 2015 Financial Results

SOUTH SAN FRANCISCO, Calif., December 1, 2014 — Envivio (Nasdaq:ENVI), a leading provider of software-based video processing and delivery solutions, today announced financial results for the third quarter of fiscal year 2015 ended October 31, 2014.

Financial Highlights

 

•

Revenue for the third quarter of fiscal 2015 was $9.0 million, compared to $11.5 million in the second quarter of fiscal 2015 and $11.7 million in the third quarter of fiscal 2014.

 

•

GAAP net loss for the third quarter of fiscal 2015 was $5.4 million, or $0.20 per share, compared to a net loss of $4.1 million, or $0.15 per share, in the second quarter of fiscal 2015 and net loss of $2.9 million, or $0.11 per share, in the third quarter of fiscal 2014.

 

•

Non-GAAP net loss for the third quarter of fiscal 2015 was $4.1 million, or $0.15 per share, compared to net loss of $3.5 million, or $0.13 per share, in the second quarter of fiscal 2015 and net loss of $2.3 million, or $0.08 per share, in the third quarter of fiscal 2014.

“Our results were negatively impacted by softening macro-economic conditions within EMEA, and customer consolidation in the U.S., delaying certain projects. Despite our disappointing financial results, we are encouraged with the continued positive reception of our product offerings by our customers, as evidenced by our significant wins of U.S. Tier 1 service providers in the quarter. These wins are laying a foundation for future growth and are a testament to the strength of our technology and comprehensive solutions,” said Julien Signès, Founder and CEO of Envivio.

“With consolidation in our customer base constraining industry-wide capital expenditures; we are taking action to reduce our expenses without diminishing our capacity to develop innovative market leading technologies,” added Signès.

As of October 31, 2014, Envivio had cash and cash equivalents of $37.9 million, compared to $42.1 million at the end of the prior quarter.

Q3 Business and Product Highlights

 

•

Tier 1 Operator Revenue – A U.S. tier one multi-screen operator placed a purchase order for Envivio products and services, which represented more than 10% of third quarter revenue.

 

•

New customers – Envivio added three new customers to its roster of leading broadcast and operator companies.

 

•

Launched new product – In October, Envivio announced the latest version of its network media processor, Envivio HaloTM 4. Halo supports a range of video platforms including all Apple devices, such as the most recently launched iPhones and iOS tablets.

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•

Awards and accolades – Envivio’s technologies and services were nominated for a number of awards. Envivio was also named in Streaming Media’s “100 in Online Video,” while TechNavio Research named Envivio as a “Key Vendor for Global Video Services” in the connected TV market. This group of notable vendors also included Comcast, DIRECTV, Hulu and Netflix.

 

•

Partnered with Huawei for 4K integration – In September, Huawei announced successful completion of end-to-end integration and verification for 4K videos on its IP Video Solution 2.0. Envivio participated in the launch with the integration of Huawei’s technology with Envivio’s Muse and 4Caster solutions.

Envivio recently reached an agreement in principle to settle the stockholder class action lawsuit originally filed in October 2012. The settlement remains subject to negotiation and execution of a definitive settlement agreement and court approval. The agreement, in principle, calls for Envivio to contribute approximately $1.0 million toward the settlement; the rest will be covered by Envivio’s D&O insurance. The $1.0 million contribution amount is included in GAAP operating expenses as a one-time charge for the third quarter.

Conference Call Information

Envivio will host a conference call and live audio webcast for analysts and investors at 5:00 p.m. EST on December 1, 2014. The news release with the financial results will be accessible from the Company’s website prior to the conference call.

 

•

Parties in the United States and Canada can access the call by dialing 1-877-407-4018.

 

•

International parties can access the call by dialing 1-201-689-8471.

 

•

When dialing into the call, ask for the Envivio Third Quarter FY 2015 Financial Results.

The audio webcast will be accessible on Envivio’s investor relations website at http://ir.envivio.com. A replay of the conference call will be available beginning at 8 p.m. EST December 1, 2014 through June 1, 2015 until 11:59 p.m. EST. To access the replay, parties in the United States and Canada should call 1-877-870-5176 and enter PIN 13595352. International parties should call 1-858-384-5517 and enter PIN 13595352.

Non-GAAP Financial Measurements

This news release dated December 1, 2014 contains non-GAAP financial measures. Tables are provided in this news release that reconcile the non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with Generally Accepted Accounting Principles (GAAP). These non-GAAP financial measures include non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating loss, non-GAAP net loss and non-GAAP net loss per share. To supplement the Company’s consolidated financial statements presented on a GAAP basis, management believes that these non-GAAP measures provide useful information about the Company’s core operating results and thus are appropriate to enhance the overall understanding of

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the Company’s past financial performance and its prospects for the future. Management is excluding from its non-GAAP operating results Financial Accounting Standards Board ASC 718 (FAS 123R) stock-based compensation and the estimated settlement costs of the Company’s stockholder class action lawsuit. Management uses these non-GAAP measures to evaluate the Company’s financial results, and believes these measures provide useful information to investors. For its internal budgeting process, management also uses financial statements that do not include, when applicable, share-based compensation expense and the one-time settlement expense. The adjustments to the Company’s GAAP results are made with the intent of providing both management and investors a more complete understanding of the Company’s underlying operational results, trends and performance. The presentation of additional information is not meant to be considered in isolation or as a substitute for or superior to financial results determined in accordance with GAAP.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements about the continued positive reception of Envivio’s product offerings by its customers, the potential for Envivio’s design wins to lay a foundation for future growth, the actions that Envivio is taking to reduce its operating expenses and the effectiveness of those actions, Envivio maintaining its innovation in the video processing market, and statements related to the settlement in principle of the stockholder class action lawsuit. Actual results may vary materially due to a number of factors including, but not limited to, the risk that, upon completion of further closing procedures, that the financial results for the third quarter of fiscal year 2015 are different than the results set forth in this press release, unexpected changes in Envivio’s business, changes in capital spending in the markets Envivio serves, the inability to convert bookings into revenue at all or in a timely basis within a quarterly period, Envivio’s ability to successfully negotiate and enter into a definitive settlement agreement of the stockholder class action and court approval of that settlement, the failure of Envivio’s target markets to develop as anticipated, the actions taken by Envivio to reduce operating expenses are not effective, disruption with existing or the failure to develop new relationships with channel partners, unpredictable sales cycles, fluctuations in our operating results, failure to develop new and enhanced products in a timely manner, the loss of a key customer, the loss of our sole source manufacturer, the loss of a key supplier, claims of technology infringement, general economic conditions and other risks detailed from time to time in Envivio’s SEC reports. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Envivio undertakes no obligation to publicly release or otherwise disclose the result of any revision to these forward-looking statements that may be made as a result of events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Product information is intended to outline our general product direction, is not a commitment, promise or legal obligation to deliver any material, code, or functionality, and should not be relied on in making a purchasing decision. The development, release, and timing of any features or functionality described for our products remains at our sole discretion. Envivio reserves the right to modify future product plans at any time. These new software options may be purchased separately when and if available.

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About Envivio

Envivio (NASDAQ:ENVI) is a global market leader and innovator of video software solutions that are trusted by video service providers and content companies worldwide to power stunning video quality and captivating, personalized experiences to their millions of viewers on any device, over any network.

Leveraging its pioneering and technically superior virtualized video delivery solutions, Envivio enables video operators of any size to increase revenues and reduce costs while uniquely providing the best-in-class quality, reliability, efficiency, and scalability to support the new age of video anywhere.

Envivio is headquartered in South San Francisco, California with offices worldwide in France, China, Singapore and Japan. Visit www.envivio.com for more information, or connect with us on LinkedIn.

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ENVIVIO, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(UNAUDITED)

 

		October 31, 2014				January 31, 2014
		(in thousands)
Assets
Current assets:
Cash and cash equivalents		$	37,896			$	47,873
Accounts receivable, net of allowance for doubtful accounts			8,884				10,766
Inventory			293				75
Prepaid expenses and other current assets			3,236				4,257
Deferred inventory costs			162				177
Total current assets			50,471				63,148
Property and equipment, net			4,079				3,924
Other non-current assets			189				207
Total assets		$	54,739			$	67,279
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable		$	6,822			$	5,772
Accrued compensation			4,354				5,308
Accrued liabilities			3,127				1,682
Deferred revenue, current			4,643				6,198
Total current liabilities			18,946				18,960
Deferred revenue, net of current portion			517				541
Other non-current liabilities			1,444				1,404
Deferred rent			536				698
Total liabilities			21,443				21,603
Stockholders’ equity:
Common stock			28				28
Additional paid-in capital			156,301				154,562
Accumulated other comprehensive loss			(1,035	)			(960	)
Accumulated deficit			(121,998	)			(107,954	)
Total stockholders’ equity			33,296				45,676
Total liabilities and stockholders’ equity		$	54,739			$	67,279

See notes to condensed consolidated financial statements.

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ENVIVIO, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(UNAUDITED)

 

		Three Months Ended												Nine Months Ended
		(in thousands, except for per share amounts)
		October 31, 2014				July 31, 2014				October 31, 2013				October 31, 2014				October 31, 2013
Revenue:
Product		$	5,961			$	8,852			$	9,384			$	20,924			$	24,434
Professional services and support			2,999				2,600				2,323				7,902				6,282
Total revenue			8,960				11,452				11,707				28,826				30,716
Cost of revenue:
Product			2,553				4,077				3,524				8,681				8,885
Professional services and support			666				704				555				2,014				1,579
Total cost of revenue			3,219				4,781				4,079				10,695				10,464
Gross profit			5,741				6,671				7,628				18,131				20,252
Operating expenses:
Research and development			2,173				2,257				2,491				6,931				6,897
Sales and marketing			5,047				5,374				5,014				15,488				14,955
General and administrative			3,816				2,989				2,939				9,485				8,434
Total operating expenses			11,036				10,620				10,444				31,904				30,286
Loss from operations			(5,295	)			(3,949	)			(2,816	)			(13,773	)			(10,034	)
Interest income (expense), net			(3	)			1				7				1				39
Other income (expense), net			23				(55	)			9				(65	)			24
Loss before provision for income taxes			(5,275	)			(4,003	)			(2,800	)			(13,837	)			(9,971	)
Income tax provision			154				82				129				207				176
Net loss		$	(5,429	)		$	(4,085	)		$	(2,929	)		$	(14,044	)		$	(10,147	)
Net loss per share of common stock, basic and diluted		$	(0.20	)		$	(0.15	)		$	(0.11	)		$	(0.51	)		$	(0.37	)
Shares used in computing net loss per share of common stock, basic and diluted			27,712,288				27,496,793				27,116,388				27,454,013				27,096,605

See notes to condensed consolidated financial statements.

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ENVIVIO, INC. AND SUBSIDIARIES

Reconciliation of Non-GAAP Financial Measures

(UNAUDITED)

 

		Three Months Ended												Nine Months Ended
		(in thousands except for share data)
		October 31, 2014				July 31, 2014				October 31, 2013				October 31, 2014				October 31, 2013
GAAP gross margin		$	5,741			$	6,671			$	7,628			$	18,131			$	20,252
Stock-based compensation			7				7				1				22				3
Non-GAAP gross margin			5,748				6,678				7,629				18,153				20,255
GAAP operating expenses			11,036				10,620				10,444				31,904				30,286
Stock-based compensation			(325	)			(617	)			(630	)			(1,548	)			(1,695	)
Litigation settlement expense			(1,000	)			—				—				(1,000	)			—
Non-GAAP operating expenses			9,711				10,003				9,814				29,356				28,591
GAAP operating loss			(5,295	)			(3,949	)			(2,816	)			(13,773	)			(10,034	)
Stock-based compensation			332				624				631				1,570				1,698
Litigation settlement expense			1,000				—				—				1,000				—
Non-GAAP operating loss			(3,963	)			(3,325	)			(2,185	)			(11,203	)			(8,336	)
GAAP net loss			(5,429	)			(4,085	)			(2,929	)			(14,044	)			(10,147	)
Stock-based compensation			332				624				631				1,570				1,698
Litigation settlement expense			1,000				—				—				1,000				—
Non-GAAP net loss		$	(4,097	)		$	(3,461	)		$	(2,298	)		$	(11,474	)		$	(8,449	)
GAAP net loss per share of common stock, basic and diluted		$	(0.20	)		$	(0.15	)		$	(0.11	)		$	(0.51	)		$	(0.37	)
Non-GAAP net loss per share of common stock, basic and diluted		$	(0.15	)		$	(0.13	)		$	(0.08	)		$	(0.42	)		$	(0.31	)
Shares used in computing net loss per share of common stock, basic and diluted			27,712,288				27,496,793				27,116,388				27,454,013				27,096,605

CONTACT:

Envivio

Judith Coley

Vice President, Corporate & Investor Communications

pr@envivio.com

+1.650.243.2700

NMN Advisors

Investor Relations

Jae Lim

ir@envivio.com

+1.510.662.1407