Bazaarvoice, Inc.
Mar 3, 2015

Bazaarvoice, Inc. Announces its Financial Results for the Third Fiscal Quarter of 2015

Third fiscal quarter of 2015 highlights include:

AUSTIN, Texas, March 3, 2015 (GLOBE NEWSWIRE) -- Bazaarvoice, Inc. (Nasdaq:BV), the network connecting brands and retailers to the authentic voices of consumers wherever they shop, reported its financial results for the third fiscal quarter of 2015 ended January 31, 2015.

"Our third quarter financial results reflect continued progress for Bazaarvoice. We delivered revenue growth of 14% year over year and generated positive Adjusted EBITDA for the first time as a public company," said Gene Austin, chief executive officer and president. "We have embarked on a number of new initiatives around product innovation and stronger client retention to fuel long term revenue growth while at the same time drive the business towards profitability."

Third Fiscal Quarter of 2015 Financial Details

The divestiture of PowerReviews was completed on July 2, 2014. The terms of the transaction were approved by the Department of Justice on June 26, 2014. As a result, PowerReviews revenues, related expenses and loss on disposal, net of tax, are components of "income (loss) from discontinued operations, net of tax" in the Condensed Consolidated Statements of Operations as of our fourth fiscal quarter of 2014 and all comparative fiscal quarters presented. The Statement of Cash Flows is reported on a combined basis without separately presenting cash flows from discontinued operations for all periods presented.

Summary data below describes results from continuing operations and excludes results from discontinued operations.

Revenue from continuing operations: Bazaarvoice reported revenue of $49.6 million for the third fiscal quarter of 2015, up 14% from the third fiscal quarter of 2014, and consisted of SaaS revenue of $46.4 million and net media revenue of $3.1 million.

Adjusted EBITDA from continuing operations: Adjusted EBITDA for the third fiscal quarter of 2015 was $2.0 million, a significant improvement compared to a loss of $3.5 million for the third fiscal quarter of 2014.

GAAP net loss and net loss per share from continuing operations: GAAP net loss was $4.1 million, compared to a GAAP net loss of $8.4 million for the third fiscal quarter of 2014. GAAP net loss per share was $0.05 based upon weighted average shares outstanding of 78.9 million, compared to $0.11 for the third fiscal quarter of 2014 based upon weighted average shares outstanding of 76.1 million.

Non-GAAP net loss and net loss per share from continuing operations: Non-GAAP net loss was $0.1 million, compared to a non-GAAP net loss of $4.9 million for the third fiscal quarter of 2014. Non-GAAP earnings per share was $0.00 based upon weighted average shares outstanding of 78.9 million, compared to Non-GAAP net loss per share of $0.06 for the third fiscal quarter of 2014 based upon weighted average shares outstanding of 76.1 million.

Clients: The number of active clients at the end of the third fiscal quarter of 2015 was 1,315 and the number of network clients at the end of the third fiscal quarter of 2015 was over 2,900. Annualized SaaS revenue per average active client for the third fiscal quarter of 2015 was approximately $144,000.

Number of Active Clients: Beginning as of our fourth fiscal quarter of 2014, we define an active client as an organization from which we are currently recognizing recurring revenue, and we count organizations that are closely related as one client, even if they have signed separate contractual agreements. We believe that our ability to increase our active client base is a leading indicator of our ability to grow revenue.

Due to the presentation of the PowerReviews business as discontinued operations, we have separated our active clients into two categories: 1) active clients from continuing operations and 2) active clients from discontinued operations. As a result, each category could include a common client for which we recognized recurring revenue who has organizations that have separate contractual agreements.

All periods prior to the fourth fiscal quarter of 2014 discussed in this press release or presented in the accompanying financial tables have been revised to conform to this definition of an active client.

Number of Network Clients

We define a network client as an organization that does not have recurring revenue. We count organizations that are closely related as one client, even if they have signed separate contractual agreements. We believe that our network client base in combination with our active client base is an indicator of the reach of our network.

Quarterly Conference Call

Bazaarvoice will host a conference call today at 4:30 p.m. Eastern Time to review the Company's financial results for the third fiscal quarter of 2015. To access this call, dial (877) 407-3982 from the United States or (201) 493-6780 internationally with conference ID 13600491. A live webcast of the conference call can be accessed from the investor relations page of Bazaarvoice's company website at investors.bazaarvoice.com. Following the completion of the call, a recorded replay will be available on the Company's website, and a telephone replay will be available through March 17, 2015 by dialing (877) 870-5176 from the United States or (858) 384-5517 internationally with recording access code 13600491.

About Bazaarvoice

Bazaarvoice is a network that connects brands and retailers to the authentic voices of people where they shop. Each month, more than 700 million people view and share authentic opinions, questions, and experiences about tens of millions of products in the Bazaarvoice network. The company's technology platform amplifies these voices into the places that influence purchase decisions. Network analytics help marketers and advertisers provide more engaging experiences that drive brand awareness, consideration, sales, and loyalty. Headquartered in Austin, Texas, Bazaarvoice has offices across North America, Europe, and Asia-Pacific. For more information, visit www.bazaarvoice.com, read the blog at www.bazaarvoice.com/blog, and follow on Twitter at www.twitter.com/bazaarvoice.

Non-GAAP Financial Measures

Adjusted EBITDA from continuing operations discussed in this press release is defined as our GAAP net loss from continuing operations adjusted for stock-based expense, contingent consideration related to acquisition, adjusted depreciation and amortization (which excludes amortization of capitalized internal-use software development costs), integration and other costs related to acquisitions, other non-business costs and benefits, income tax expense (benefit) and other (income) expense, net.

Adjusted EBITDA from discontinued operations presented in the accompanying financial tables is defined as our GAAP net loss from discontinued operations adjusted for stock-based expense, adjusted depreciation and amortization (which excludes amortization of capitalized internal-use software development costs), impairment of acquired intangibles, integration and other costs related to the acquisition and the divestiture of PowerReviews, estimated loss on disposal of discontinued operations, other non-business costs and benefits, income tax expense and other (income) expense, net.

Non-GAAP net loss from continuing operations, which is used to calculate non-GAAP net loss per share from continuing operations, is defined as our GAAP net loss from continuing operations, adjusted to exclude stock-based expense, contingent consideration related to acquisition, amortization of acquired intangible assets, integration and other costs related to acquisitions, and other non-business costs and benefits along with the associated income tax effect of these adjustments.

Non-GAAP net loss from discontinued operations, which is used to calculate non-GAAP net loss per share from discontinued operations, is defined as our GAAP net loss from discontinued operations adjusted to exclude stock-based expense, amortization of acquired intangible assets, impairment of acquired intangibles, integration and other costs related to the acquisition and divestiture of PowerReviews, estimated loss on disposal of discontinued operations and other non-business costs and benefits along with the associated income tax effect of these adjustments.

Management presents these non-GAAP financial measures because it considers them to be important supplemental measures of core operating performance. Further, management has presented these non-GAAP financial measures separately for continuing operations from discontinued operations as it may prove useful to securities analysts and investors in evaluating the impact of the divestiture of PowerReviews on the company's continuing operating performance. Management uses the non-GAAP financial measures for planning purposes, including analysis of the company's operating performance against prior periods and the effectiveness of our business strategies, the preparation of operating budgets and to determine appropriate levels of operating and capital investments, as well as in communications with our board of directors concerning our financial performance. Management also believes that the non-GAAP financial measures provide additional insight for securities analysts and investors in evaluating the company's financial and operational performance without regard to items that can vary substantially from company to company depending upon their financing, capital structures, and the method by which assets were acquired. However, these non-GAAP financial measures have limitations as an analytical tool, and you should not consider them in isolation or as a substitute for analysis of our results of operations as reported under GAAP. Furthermore, these non-GAAP financial measures may not be comparable to similarly titled measures of other organizations because other organizations may not calculate these non-GAAP financial measures in the same manner. We intend to provide these non-GAAP financial measures as part of our future financial results discussions; 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.

Forward-looking Statements

This press release contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this press release regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, and objectives of management are forward-looking statements. The words "anticipate," "believe," "estimate," "expect," "intend," "may," "plan," "will," "would," "target" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements include, among other things, statements about efforts to move towards profitability, the company's strategy and other statements about management's beliefs, intentions or goals. We may not actually achieve the expectations disclosed in the forward-looking statements, and you should not place undue reliance on our forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause actual results or events to differ materially from the expectations disclosed in the forward-looking statements, including, but not limited to, our expectations regarding our revenue, expenses, sales and operations; our limited operating history; our ability to operate in a new and unproven markets; the rate of adoption and usage of our products and services by new customers, our ability to retain our existing customers and satisfy their obligations and needs, our ability to maintain pricing for our products and services, competitive risks and challenges, our ability to effectively manage growth and control expenses as we seek to achieve profitability, our ability to manage expansion into international markets and new vertical industries; our ability to successfully identify, manage and integrate potential acquisitions; and other risks and potential factors that could affect our business and financial results identified in our Form 10-K for the fiscal year ended April 30, 2014 as filed with the Securities and Exchange Commission on June 26, 2014 and our Form 10-Q for the fiscal quarter ended October 31, 2014 as filed with the Securities and Exchange Commission on December 5, 2014. Additional information will also be set forth in our future 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.

Bazaarvoice, Inc.
Condensed Consolidated Balance Sheets
(in thousands)
(unaudited)
     
  January 31, April 30,
  2015 2014
Assets    
Current assets:    
Cash and cash equivalents  $ 45,787  $ 31,934
Restricted cash  --   604
Short-term investments  59,008  40,700
Accounts receivable, net  55,730  39,099
Prepaid expenses and other current assets  14,448  8,212
Assets held for sale  --   33,745
Total current assets  174,973  154,294
Property, equipment and capitalized internal-use software development costs, net  18,246  17,005
Goodwill  139,155  139,155
Acquired intangible assets, net  11,970  13,388
Other non-current assets  3,884  3,428
Total assets  $ 348,228  $ 327,270
Liabilities and stockholders' equity    
Current liabilities:    
Accounts payable  $ 4,393  $ 3,346
Accrued expenses and other current liabilities  26,229  27,071
Revolving line of credit  --   27,000
Deferred revenue  60,814  54,951
Liabilities held for sale  --   3,621
Total current liabilities  91,436  115,989
Long-term liabilities:    
Revolving line of credit  57,000  -- 
Deferred revenue less current portion  2,669  1,722
Deferred tax liability, long-term  1,662  1,730
Other liabilities, long-term  360  1,367
Total liabilities  153,127  120,808
Stockholders' equity:    
Common stock  8  8
Additional paid-in capital  413,443  398,201
Accumulated other comprehensive income (loss)  (679)  328
Accumulated deficit  (217,671)  (192,075)
Total stockholders' equity  195,101  206,462
Total liabilities and stockholders' equity  $ 348,228  $ 327,270
     
     
Bazaarvoice, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except net loss per share data)
(unaudited)
         
  Three Months Nine Months
  Ended January 31, Ended January 31,
  2015 2014 2015 2014
Revenue  $ 49,562  $ 43,600  $ 142,864  $ 125,067
Cost of revenue  17,988  13,758  51,758  38,383
Gross profit  31,574  29,842  91,106  86,684
Operating expenses:        
Sales and marketing  18,020  20,765  57,946  62,598
Research and development  8,779  9,036  27,815  27,753
General and administrative  6,932  7,674  22,925  19,849
Acquisition-related and other expense  413  31  3,231  15,818
Amortization of acquired intangible assets  309  282  928  847
Total operating expenses  34,453  37,788  112,845  126,865
Operating loss  (2,879)  (7,946)  (21,739)  (40,181)
Other income (expense), net:        
Interest income  27  24  43  136
Interest expense  (536)  --   (1,018)  (32)
Other expense  (411)  (292)  (1,031)  (618)
Total other expense net  (920)  (268)  (2,006)  (514)
Loss from continuing operations before income taxes  (3,799)  (8,214)  (23,745)  (40,695)
Income tax expense (benefit)  324  179  594  (82)
Net loss from continuing operations attributable to common stockholders  (4,123)  (8,393)  (24,339)  (40,613)
Income (loss) from discontinued operations, net of tax  --   430  (1,257)  1,128
Net loss applicable to common stockholders  $ (4,123)  $ (7,963)  $ (25,596)  $ (39,485)
         
Basic and diluted loss per share:        
Continuing operations  $ (0.05)  $ (0.11)  $ (0.31)  $ (0.54)
Discontinued operations  --   0.01  $ (0.02)  0.02
Basic and diluted loss per share:  $ (0.05)  $ (0.10)  $ (0.33)  $ (0.52)
         
Basic and diluted weighted average number of shares outstanding  78,898  76,071  78,315  75,047
         
         
Bazaarvoice, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
         
  Three Months Nine Months
  Ended January 31, Ended January 31,
  2015 2014 2015 2014
Operating activities:        
Net loss  $ (4,123)  $ (7,963)  $ (25,596)  $ (39,485)
Adjustments to reconcile net loss to net cash used in operating activities:        
Depreciation and amortization expense  3,119  3,848  9,169  11,167
Loss on disposal of discontinued operations, net of tax  --   --   1,537  -- 
Stock-based expense  3,100  3,340  9,689  10,996
Revaluation of contingent consideration  --   --   --   (3,270)
Bad debt expense  903  802  2,126  1,433
Excess tax benefit related to stock-based expense  (1)  (3)  (2)  (96)
Amortization of deferred financing costs  39  --   39  -- 
Other non-cash expense (benefit) (1)  (84)  15  145  194
Changes in operating assets and liabilities:  --   --     
Accounts receivable  (16,601)  (14,013)  (18,757)  (15,802)
Prepaid expenses and other current assets  (1,092)  (403)  (1,600)  (375)
Other non-current assets  93  (660)  (112)  (1,473)
Accounts payable  389  489  844  475
Accrued expenses and other current liabilities  (1,036)  (6,775)  (2,391)  (2,214)
Deferred revenue  8,604  2,740  6,810  (1,185)
Other liabilities, long-term  (197)  (390)  (933)  (927)
Net cash used in operating activities  (6,887)  (18,973)  (19,032)  (40,562)
Investing activities:        
Acquisitions, net of cash acquired, and purchase of intangible asset  --   (465)  --   (670)
Proceeds from sale of discontinued operations  --   --   25,500  -- 
Purchases of property, equipment and capitalized internal-use software development costs  (3,012)  (2,255)  (9,250)  (8,506)
Decrease in restricted cash  1,000  --   500  -- 
Purchases of short-term investments  (38,089)  (400)  (79,136)  (34,517)
Proceeds from maturities of short-term investments  27,752  5,511  55,767  45,410
Proceeds from sales of short-term investments (1)  --   14,027  5,012  31,098
Net cash provided by (used in) investing activities  (12,349)  16,418  (1,607)  32,815
Financing activities:        
Proceeds from employee stock compensation plans  3,416  3,649  6,215  11,039
Proceeds from revolving line of credit  57,000  --   57,000  -- 
Payments on revolving line of credit  (27,000)  --   (27,000)  -- 
Deferred financing costs  (706)  --   (706)  -- 
Excess tax benefit related to stock-based expense  1  3  2  96
Net cash provided by financing activities  32,711  3,652  35,511  11,135
Effect of exchange rate fluctuations on cash and cash equivalents  (543)  118  (1,019)  259
Net change in cash and cash equivalents  12,932  1,215  13,853  3,647
Cash and cash equivalents at beginning of period  32,855  27,477  31,934  25,045
Cash and cash equivalents at end of period  $ 45,787  $ 28,692  $ 45,787  $ 28,692
         
Supplemental disclosure of other cash flow information:        
Cash paid for income taxes, net of refunds  $ 115  $ 430  $ 832  $ 730
Cash paid for interest  438  --   889  -- 
         
(1) Prior period has been reclassified to conform with basis of presentation adopted in current period.
         
These Condensed Consolidated Statements of Cash Flows include combined cash flows from continuing operations along with discontinued operations.
         
         
Bazaarvoice, Inc.
Reconciliation of GAAP to Non-GAAP Financial Measures for Continuing Operations
(in thousands, except net loss per share data)
(unaudited)
         
  Three Months Nine Months
  Ended January 31, Ended January 31,
  2015 2014 2015 2014
Non-GAAP net loss and net loss per share from continuing operations:        
GAAP net loss from continuing operations  $ (4,123)  $ (8,393)  $ (24,339)  $ (40,613)
Stock-based expense (1)  3,100  3,218  9,565  10,492
Contingent consideration related to acquisition (2)  --   --   --   (3,860)
Amortization of acquired intangible assets  473  282  1,418  847
Acquisition-related and other expense  413  31  3,231  15,818
Other stock-related benefit (4)  --   --   (430)  -- 
Income tax adjustment for non-GAAP items  (3)  (1)  (2)  (48)
Non-GAAP net loss from continuing operations  $ (140)  $ (4,863)  $ (10,557)  $ (17,364)
GAAP basic and diluted shares  78,898  76,071  78,315  75,047
Non-GAAP basic and diluted net loss per share from continuing operations  $ --   $ (0.06)  $ (0.13)  $ (0.23)
         
Adjusted EBITDA from continuing operations:        
GAAP net loss from continuing operations  $ (4,123)  $ (8,393)  $ (24,339)  $ (40,613)
Stock-based expense (1)  3,100  3,218  9,565  10,492
Contingent consideration related to acquisition (2)  --   --   --   (3,860)
Adjusted depreciation and amortization (3)  1,328  1,156  4,260  3,411
Acquisition-related and other expense  413  31  3,231  15,818
Other stock-related benefit (4)  --   --   (430)  -- 
Income tax expense (benefit)  324  179  594  (82)
Total other expense, net  920  268  2,006  514
Adjusted EBITDA from continuing operations:  $ 1,962  $ (3,541)  $ (5,113)  $ (14,320)
         
(1) Stock-based expense includes the following:        
Cost of revenue  $ 451  $ 285  $ 1,223  $ 839
Sales and marketing  867  873  2,973  3,424
Research and development  685  603  1,854  2,070
General and administrative  1,097  1,457  3,515  4,159
Stock-based expense  $ 3,100  $ 3,218  $ 9,565  $ 10,492
         
(2) Contingent consideration related to acquisition includes the following:        
(a) Revaluation of contingent consideration        
General and administrative  $ --   $ --   $ --   $ (3,270)
(b) Contingent consideration included in compensation expense  --   --   --   
General and administrative  --   --   --   (295)
Sales and marketing  --   --   --   (295)
Contingent consideration related to acquisition  $ --   $ --   $ --   $ (3,860)
         
Revaluation of contingent consideration is the decrease in fair value of the liability-classified contingent consideration related to the acquisition of Longboard Media, Inc. Contingent consideration included in compensation expense relates to certain Longboard Media, Inc. employees whose right to receive such compensation is forfeited if they terminate their employment prior to the required service period. The contingent consideration was payable on Longboard Media's achievement of certain performance goals for the period from January 1, 2013 to December 31, 2013. On October 31, 2013, the Company determined that the probability of the attainment of the underlying performance goals was remote and the resultant payout was estimated to be zero. As a result, the fair value of the liability-classified contingent consideration and the liability accrued for contingent consideration included in compensation expense were reduced to zero. On January 31, 2014, the Company concluded that the underlying performance goals were not met and the payout was zero. The Company excludes these items from its non-GAAP financial measures in order to facilitate the comparison of post-acquisition operating results.
 
(3) Adjusted depreciation and amortization includes the following:
Cost of revenue  $ 400  $ 229  $ 1,308  $ 693
Sales and marketing  221  298  782  837
Research and development  164  209  605  624
General and administrative  234  138  637  410
Amortization of acquired intangible assets  309  282  928  847
Adjusted depreciation and amortization  $ 1,328  $ 1,156  $ 4,260  $ 3,411
         
(4) Other stock-related expense includes the following:        
General and administrative  $ --   $ --   $ (430)  $ -- 
Other stock-related expense  $ --   $ --   $ (430)  $ -- 
Other stock-related expense represents an estimated liability for taxes and related items in connection with the treatment of certain stock option grants. Since the estimated liability directly relates to stock option grants and as stock-based expenses are consistently excluded from the non-GAAP financial measures, the Company excluded this estimated liability. During the nine months ended January 31, 2015, the Company recorded a benefit of $0.4 million due to a reduction of this estimated liability.
         
         
Bazaarvoice, Inc.
Reconciliation of GAAP to Non-GAAP Financial Measures for Discontinued Operations
(in thousands, except net loss per share data)
(unaudited)
         
  Three Months Nine Months
  Ended January 31, Ended January 31,
  2015 2014 2015 2014
Non-GAAP net income and net earnings per share from discontinued operations:        
GAAP net income (loss) from discontinued operations  $ --   $ 430  $ (1,257)  $ 1,128
Stock-based expense (1)  --   122  124  504
Amortization of acquired intangible assets  --   1,473  --   4,416
Acquisition-related, divestiture-related and other expenses  --   --   682  -- 
Loss on disposal of discontinued operations, net of tax (3)  --   --   1,537  -- 
Non-GAAP net income from discontinued operations  $ --   $ 2,025  $ 1,086  $ 6,048
GAAP basic weighted average shares outstanding:  78,898  76,071  78,315  75,047
GAAP diluted weighted average shares outstanding:  80,248  78,051  79,536  77,838
Non-GAAP basic earnings per share from discontinued operations  $ --   $ 0.03  $ 0.01  $ 0.09
Non-GAAP diluted earnings per share from discontinued operations  $ --   $ 0.02  $ 0.01  $ 0.08
         
Adjusted EBITDA from discontinued operations:        
GAAP net income (loss) from discontinued operations  $ --   $ 430  $ (1,257)  $ 1,128
Stock-based expense (1)  --   122  124  504
Adjusted depreciation and amortization (2)  --   1,492  --   4,501
Acquisition-related, divestiture-related and other expenses  --   --   682  -- 
Income tax expense  --   261  23  682
Total other income  --   --   --   (4)
Estimated loss on disposal of discontinued operations, net of tax (3)  --   --   1,537  -- 
Adjusted EBITDA from discontinued operations:  $ --   $ 2,305  $ 1,109  $ 6,811
         
(1) Stock-based expense includes the following:        
Cost of revenue  $ --   $ 106  $ 115  $ 440
Sales and marketing  --   1  --   7
Research and development  --   13  4  49
General and administrative  --   2  5  8
Stock-based expense  $ --   $ 122  $ 124  $ 504
         
(2) Adjusted depreciation and amortization includes the following:        
Cost of revenue  $ --   $ 450  $ --   $ 1,350
General and administrative  --   20  --   85
Amortization of acquired intangible assets  --   1,022  --   3,066
Adjusted depreciation and amortization  $ --   $ 1,492  $ --   $ 4,501
(3) On July 2, 2014, the Company completed the sale of PowerReviews for a total cash consideration of $30.0 million. Of the $30.0 million sales price, $4.5 million was placed into escrow as partial security for the Company's indemnification obligations. The Company incurred a total loss of $10.7 million on the sale of PowerReviews. The loss on disposal of discontinued operations was determined by offsetting the total consideration from selling the PowerReviews business by any associated transaction costs and the net carrying value of the assets and liabilities held for sale as of July 2, 2014. Of the $10.7 million loss on disposal of discontinued operations, $9.2 million was recognized as an estimated loss on disposal of discontinued operations during the three months ended April 30, 2014 resulting in the incremental loss of $1.5 million being recognized during the nine months ended January 31, 2015.
         
         
Bazaarvoice, Inc.
Selected Quarterly Financial and Operational Metrics for Continuing and Discontinued Operations
(in thousands, except active enterprise clients and full-time employees data)
(unaudited)
                 
  Three Months Ended
  Apr 30, Jul 31, Oct 31, Jan 31, Apr 30, Jul 31, Oct 31, Jan 31,
  2013 2013 2013 2014 2014 2014 2014 2015
Continuing Operations:                
Revenue (1)  $ 38,924  $ 40,319  $ 41,148  $ 43,600  $ 43,078  $ 45,977  $ 47,325  $ 49,562
Cost of revenue  12,319  12,117  12,508  13,758  14,522  16,356  17,414  17,988
Gross profit  26,605  28,202  28,640  29,842  28,556  29,621  29,911  31,574
Operating expenses:                
Sales and marketing (3)  22,095  20,996  20,837  20,765  23,884  20,995  18,931  18,020
Research and development  8,691  8,924  9,793  9,036  9,832  9,730  9,306  8,779
General and administrative (3)  9,672  8,536  3,639  7,674  6,521  7,893  8,100  6,932
Acquisition-related and other expense  7,819  7,504  8,283  31  366  492  2,326  413
Amortization of acquired intangible assets  282  282  283  282  288  309  310  309
Total operating expenses  48,559  46,242  42,835  37,788  40,891  39,419  38,973  34,453
Operating loss  (21,954)  (18,040)  (14,195)  (7,946)  (12,335)  (9,798)  (9,062)  (2,879)
Total other income (expense), net  (483)  3  (249)  (268)  (316)  (498)  (588)  (920)
Loss before income taxes  (22,437)  (18,037)  (14,444)  (8,214)  (12,651)  (10,296)  (9,650)  (3,799)
Income tax expense (benefit)  583  (391)  130  179  (418)  12  258  324
Net loss from continuing operations  (23,020)  (17,646)  (14,574)  (8,393)  (12,233)  (10,308)  (9,908)  (4,123)
Stock-based expense (2)  3,114  3,807  3,467  3,218  3,333  3,122  3,343  3,100
Contingent consideration related to acquisition (3)  (410)  370  (4,230)  --   --   --   --   -- 
Adjusted depreciation and amortization (4)  948  1,053  1,202  1,156  1,081  1,334  1,598  1,328
Acquisition-related and other expense  7,819  7,504  8,283  31  366  492  2,326  413
Other stock-related expense (benefit) (5)  1,428  --   --   --   --   (430)  --   -- 
Income tax expense (benefit)  583  (391)  130  179  (418)  12  258  324
Total other (income) expense, net  483  (3)  249  268  316  498  588  920
Adjusted EBITDA from continuing operations  $ (9,055)  $ (5,306)  $ (5,473)  $ (3,541)  $ (7,555)  $ (5,280)  $ (1,795)  $ 1,962
                 
Income (loss) from discontinued operations  $ (124)  $ 278  $ 420  $ 430  $ (11,448)  $ (1,257)  $ --   $ -- 
Stock-based expense (2) 267 201 181 122 139  124  --   -- 
Adjusted depreciation and amortization (4) 1,589 1,506 1,503 1,492 1,482  --   --   -- 
Impairment of acquired intangible assets (7)  --   --   --   --   2,500  --   --   -- 
Acquisition-related, divestiture-related and other expenses  (378)  --   --   --  819  682  --   -- 
Other stock-related expense (5)  772  --   --   --   --   --   --   -- 
Income tax expense (benefit) 1 168 253 261  (660)  23  --   -- 
Total other income, net  (10)  (4)  --   --   --   --   --   -- 
Estimated loss on disposal of discontinued operations, net of tax (8)  --   --   --   --   9,192  1,537  --   -- 
Adjusted EBITDA from discontinued operations  $ 2,117  $ 2,149  $ 2,357  $ 2,305  $ 2,024  $ 1,109  $ --   $ -- 
                 
Number of active clients from continuing operations (at period end) (6)  885  922  980  1,011  1,133  1,197  1,258  1,315
Number of active clients from discontinued operations (at period end) (6)  404  398  389  368  341  --   --   -- 
Full-time employees including employees attributable to discontinued operations (at period end)  783  776  798  794  799  787  814  825
Full-time employees attributable to discontinued operations (at period end)  29  28  27  25  24  --   --   -- 
                 
(1) Revenue from continuing operations includes the following:                
SaaS  $ 38,057  $ 38,863  $ 39,896  $ 40,645  $ 41,924  $ 44,324  $ 45,199  $ 46,429
Media  867  1,456  1,252  2,955  1,154  1,653  2,126  3,133
Revenue  $ 38,924  $ 40,319  $ 41,148  $ 43,600  $ 43,078  $ 45,977  $ 47,325  $ 49,562
                 
Revenue from discontinued operations includes the following:                
SaaS  $ 4,316  $ 4,179  $ 4,335  $ 4,338  $ 3,947  $ 2,517  $ --   $ -- 
Media  90  73  55  59  25  18  --   -- 
Revenue  $ 4,406  $ 4,252  $ 4,390  $ 4,397  $ 3,972  $ 2,535  $ --   $ -- 
                 
Total revenue:                
SaaS  $ 42,373  $ 43,042  $ 44,231  $ 44,983  $ 45,871  $ 46,841  $ 45,199  $ 46,429
Media  957  1,529  1,307  3,014  1,179  1,671  2,126  3,133
Revenue  $ 43,330  $ 44,571  $ 45,538  $ 47,997  $ 47,050  $ 48,512  $ 47,325  $ 49,562
                 
 
Bazaarvoice, Inc.
Selected Quarterly Financial and Operational Metrics for Continuing and Discontinued Operations (continued)
(in thousands, except active enterprise clients and full-time employees data)
(unaudited)
                 
  Three Months Ended
  Apr 30, Jul 31, Oct 31, Jan 31, Apr 30, Jul 31, Oct 31, Jan 31,
  2013 2013 2013 2014 2014 2014 2014 2015
(2) Stock-based expense from continuing operations includes the following:                
Cost of revenue  $ 149  $ 318  $ 236  $ 285  $ 316  $ 314  $ 458  $ 451
Sales and marketing  841  1,227  1,324  873  1,072  944  1,162  867
Research and development  733  805  662  603  747  647  522  685
General and administrative  1,391  1,457  1,245  1,457  1,198  1,217  1,201  1,097
Stock-based expense from continuing operations  $ 3,114  $ 3,807  $ 3,467  $ 3,218  $ 3,333  $ 3,122  $ 3,343  $ 3,100
                 
Stock-based expense from discontinued operations includes the following:                
Cost of revenue  $ 236  $ 174  $ 160  $ 106  $ 127  $ 115  $ --   $ -- 
Sales and marketing  5  4  2  1  --   --   --   -- 
Research and development  24  19  17  13  6  4  --   -- 
General and administrative  2  4  2  2  6  5  --   -- 
Stock-based expense from discontinued operations  $ 267  $ 201  $ 181  $ 122  $ 139  $ 124  $ --   $ -- 
                 
(3) Contingent consideration related to acquisition includes the following:                
(a) Revaluation of contingent consideration                
General and administrative  $ (1,000)  $ --   $ (3,270)  $ --   $ --   $ --   $ --   $ -- 
(b) Contingent consideration included in compensation expense                
General and administrative  295  185  (480)  --   --   --   --   -- 
Sales and marketing  295  185  (480)  --   --   --   --   -- 
Contingent consideration related to acquisition  $ (410)  $ 370  $ (4,230)  $ --   $ --   $ --   $ --   $ -- 
                 
Revaluation of contingent consideration is the decrease in fair value of the liability-classified contingent consideration related to the acquisition of Longboard Media, Inc. Contingent consideration included in compensation expense relates to certain Longboard Media, Inc. employees whose right to receive such compensation is forfeited if they terminate their employment prior to the required service period. The contingent consideration was payable on Longboard Media's achievement of certain performance goals for the period from January 1, 2013 to December 31, 2013. On October 31, 2013, the Company determined that the probability of the attainment of the underlying performance goals was remote and the resultant payout was estimated to be zero. As a result, the fair value of the liability-classified contingent consideration and the liability accrued for contingent consideration included in compensation expense were reduced to zero. On January 31, 2014, the Company concluded that the underlying performance goals were not met and the payout was zero. The Company excludes these items from its non-GAAP financial measures in order to facilitate the comparison of post-acquisition operating results.
 
  Three Months Ended
  Apr 30, Jul 31, Oct 31, Jan 31, Apr 30, Jul 31, Oct 31, Jan 31,
  2013 2013 2013 2014 2014 2014 2014 2015
(4) Adjusted depreciation and amortization from continuing operations includes the following:                
Cost of revenue  $ 231  $ 226  $ 238  $ 229  $ 244  $ 427  $ 481  $ 400
Sales and marketing  120  221  318  298  275  258  303  221
Research and development  173  189  226  209  189  199  242  164
General and administrative  142  135  137  138  85  141  262  234
Amortization of acquired intangible assets  282  282  283  282  288  309  310  309
Adjusted depreciation and amortization from continuing operations  $ 948  $ 1,053  $ 1,202  $ 1,156  $ 1,081  $ 1,334  $ 1,598  $ 1,328
                 
Adjusted depreciation and amortization from discontinued operations includes the following:                
Cost of revenue  $ 450  $ 450  $ 450  $ 450  $ 450  $ --   $ --   $ -- 
General and administrative  40  34  31  20  10  --   --   -- 
Amortization of acquired intangible assets  1,099  1,022  1,022  1,022  1,022  --   --   -- 
Adjusted depreciation and amortization from discontinued operations  $ 1,589  $ 1,506  $ 1,503  $ 1,492  $ 1,482  $ --   $ --   $ -- 
                 
(5) Other stock-related expense (benefit) from continuing operations includes the following:                
General and administrative  $ 1,428  $ --   $ --   $ --   $ --   $ (430)  $ --   $ -- 
Other stock-related expense (benefit)  $ 1,428  $ --   $ --   $ --   $ --   $ (430)  $ --   $ -- 
                 
Other stock-related expense from discontinued operations includes the following:                
General and administrative  $ 772  $ --   $ --   $ --   $ --   $ --   $ --   $ -- 
Other stock-related expense  $ 772  $ --   $ --   $ --   $ --   $ --   $ --   $ -- 
                 
Other stock-related expense (benefit) represents an estimated liability for taxes and related items in connection with the treatment of certain stock option grants. Since the estimated liability directly relates to stock option grants and as stock-based expenses are consistently excluded from the non-GAAP financial measures, the Company excluded this estimated liability. During the three months ended July 31, 2014, the Company recorded a benefit of $0.4 million due to a reduction of this estimated liability.
(6) Beginning as of the fourth fiscal quarter of 2014, the Company defines an active client as an organization from which the Company is currently recognizing recurring revenue, and the Company counts organizations that are closely related as one client, even if they have signed separate contractual agreements. The Company believes that the ability to increase its active client base is a leading indicator of the Company's ability to grow revenue.
Due to the presentation of the PowerReviews business as discontinued operations, the Company has separated the active clients into two categories: 1) active clients from continuing operations and 2) active clients from discontinued operations. As a result, each category could include a common client for which the Company has recognized recurring revenue who has organizations that have separate contractual agreements.
All periods prior to the fourth fiscal quarter of 2014 discussed in this press release or presented in the accompanying financial tables have been revised to conform to this definition of an active client.
(7) During the fourth fiscal quarter of 2014, the Company reported the results of operations and financial position of PowerReviews as "discontinued operations." On the Condensed Consolidated Balance Sheet as of April 30, 2014, the assets and liabilities of PowerReviews were presented as "Assets held for sale" and "Liabilities held for sale." The Company compared the carrying value of the asset group included in "assets held for sale" to the undiscounted cash flows to be generated by the asset group. The carrying value of the asset group exceeded the undiscounted cash flows and, as a result, the Company recorded an impairment charge of $2.5 million for the three months ended April 30, 2014.
(8) On July 2, 2014, the Company completed the sale of PowerReviews for a total cash consideration of $30.0 million. Of the $30.0 million sales price, $4.5 million was placed into escrow as partial security for the Company's indemnification obligations. The Company incurred a total loss of $10.7 million on the sale of PowerReviews. The loss on disposal of discontinued operations was determined by offsetting the total consideration from selling the PowerReviews business by any associated transaction costs and the net carrying value of the assets and liabilities held for sale as of July 2, 2014. Of the $10.7 million loss on disposal of discontinued operations, $9.2 million was recognized as an estimated loss on disposal of discontinued operations during the three months ended April 30, 2014 resulting in the incremental loss of $1.5 million being recognized in the three months ended July 31, 2014.
                 
CONTACT: Investor Relations Contact:

         Linda Wells

         Bazaarvoice, Inc.

         415-872-3612

         linda.wells@bazaarvoice.com



         Media Contact:

         Matt Krebsbach

         Bazaarvoice, Inc.

         512-551-6612

         matt.krebsbach@bazaarvoice.com

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Source: Bazaarvoice

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