Delaware | 001-35394 | 36-4468504 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
¨ | 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)) |
Exhibit No. | Description of Exhibits | |
99.1 | Press release dated March 2, 2017, titled "Guidewire Software Announces Second Quarter Fiscal 2017 Financial Results" |
GUIDEWIRE SOFTWARE, INC. | |
By: | /s/ Richard Hart |
Richard Hart | |
Chief Financial Officer |
Exhibit No. | Description of Exhibits | |
99.1 | Press release dated March 2, 2017, titled "Guidewire Software Announces Second Quarter Fiscal 2017 Financial Results" |
• | License and other revenue for the second quarter of fiscal 2017 was $64.1 million, an increase of 20% from the second quarter of fiscal 2016. Maintenance revenue was $16.6 million, an increase of 16% and services revenue was $35.0 million, an increase of 1%. Total revenue was $115.6 million, an increase of 13% from the same quarter in fiscal 2016. |
• | License and other revenue for the six months ended January 31, 2017 was $102.8 million, an increase of 20% from the comparable period in fiscal 2016. Maintenance revenue was $33.1 million, an increase of 17% and services revenue was $73.8 million, an increase of 5%. Total revenue was $209.7 million, an increase of 14% from the same period in fiscal 2016. |
• | Rolling four-quarter recurring term license and maintenance revenue was $285.3 million as of January 31, 2017, an increase of 20% compared to the same metric as of January 31, 2016. |
• | GAAP operating income was $8.2 million for the second quarter of fiscal 2017, compared with $7.7 million in the comparable period in fiscal 2016. |
• | Non-GAAP operating income was $28.4 million for the second quarter of fiscal 2017, compared with $24.6 million in the comparable period in fiscal 2016. |
• | GAAP net income was $4.0 million for the second quarter of fiscal 2017, compared with net income of $0.9 million for the comparable period in fiscal 2016. GAAP net income per share was $0.05, based on diluted weighted average shares outstanding of 74.8 million, compared with net income of $0.01 per share for the comparable period in fiscal 2016, based on diluted weighted average shares outstanding of 73.4 million. |
• | Non-GAAP net income was $20.6 million for the second quarter of fiscal 2017, compared with $17.8 million in the comparable period in fiscal 2016. Non-GAAP net income per diluted share was $0.28, based on diluted weighted average shares outstanding of 74.8 million, compared with $0.24 in the comparable period in fiscal 2016, based on diluted weighted average shares outstanding of 73.4 million. |
• | The Company had $728.9 million in cash, cash equivalents and investments at January 31, 2017, compared with $735.8 million at July 31, 2016. The Company generated $42.6 million cash from operations in the second quarter of fiscal 2017, compared with cash flow from operations of $37.9 million in the comparable period in fiscal 2016. |
(in $ millions, except per share outlook) | Third Quarter Fiscal 2017 | Full Year Fiscal 2017 | ||||||
Revenue | 102.0 | – | 106.0 | 491.0 | – | 499.0 | ||
License and other revenue | 43.0 | – | 45.0 | 256.0 | – | 262.0 | ||
Maintenance revenue | 16.0 | – | 17.0 | 66.0 | – | 68.0 | ||
Services revenue | 42.0 | – | 45.0 | 166.0 | – | 172.0 | ||
GAAP operating income | (28.1) | – | (24.1) | (14.6) | – | (6.6) | ||
Non-GAAP operating income | (6.0) | – | (2.0) | 70.0 | – | 78.0 | ||
GAAP net income | (22.8) | – | (19.6) | (9.0) | – | (3.1) | ||
GAAP net income per share | (0.31) | – | (0.26) | (0.12) | – | (0.04) | ||
Non-GAAP net income | (3.7) | – | (1.2) | 50.1 | – | 55.6 | ||
Non-GAAP net income per share | (0.05) | – | (0.02) | 0.67 | – | 0.74 |
What: | Guidewire Software Second Quarter Fiscal 2017 Financial Results Conference Call |
When: | Thursday, March 2, 2017 |
Time: | 2:00 p.m. PT (5:00 p.m. ET) |
Live Call: | (888) 684-1280, Domestic |
Replay: | (844) 512-2921, Passcode 3047525, Domestic |
Webcast: | http://ir.guidewire.com (live and replay) |
GUIDEWIRE SOFTWARE, INC. AND SUBSIDIARIES | |||||||
CONDENSED CONSOLIDATED BALANCE SHEETS | |||||||
(unaudited, in thousands) | |||||||
January 31, 2017 | July 31, 2016 | ||||||
ASSETS | |||||||
CURRENT ASSETS: | |||||||
Cash and cash equivalents | $ | 225,363 | $ | 223,582 | |||
Short-term investments | 357,442 | 404,655 | |||||
Accounts receivable | 64,626 | 62,792 | |||||
Prepaid expenses and other current assets | 23,868 | 16,643 | |||||
Total current assets | 671,299 | 707,672 | |||||
Long-term investments | 146,125 | 107,565 | |||||
Property and equipment, net | 11,738 | 12,955 | |||||
Intangible assets, net | 26,510 | 14,204 | |||||
Deferred tax assets, net | 41,521 | 31,364 | |||||
Goodwill | 45,605 | 30,080 | |||||
Other assets | 9,116 | 12,338 | |||||
TOTAL ASSETS | $ | 951,914 | $ | 916,178 | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||
CURRENT LIABILITIES: | |||||||
Accounts payable | $ | 8,269 | $ | 9,929 | |||
Accrued employee compensation | 25,762 | 41,267 | |||||
Deferred revenues, current | 86,572 | 60,270 | |||||
Other current liabilities | 7,972 | 7,617 | |||||
Total current liabilities | 128,575 | 119,083 | |||||
Deferred revenues, noncurrent | 2,774 | 9,745 | |||||
Other liabilities | 2,866 | 3,415 | |||||
Total liabilities | 134,215 | 132,243 | |||||
STOCKHOLDERS’ EQUITY: | |||||||
Common stock | 7 | 7 | |||||
Additional paid-in capital | 781,635 | 742,690 | |||||
Accumulated other comprehensive loss | (7,890 | ) | (6,593 | ) | |||
Retained earnings | 43,947 | 47,831 | |||||
Total stockholders’ equity | 817,699 | 783,935 | |||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 951,914 | $ | 916,178 |
GUIDEWIRE SOFTWARE, INC. AND SUBSIDIARIES | |||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | |||||||||||||||
(unaudited, in thousands except share and per share data) | |||||||||||||||
Three Months Ended January 31, | Six Months Ended January 31, | ||||||||||||||
2017 | 2016 | 2017 | 2016 | ||||||||||||
Revenues: | |||||||||||||||
License and other | $ | 64,075 | $ | 53,376 | $ | 102,796 | $ | 85,716 | |||||||
Maintenance | 16,582 | 14,256 | 33,114 | 28,269 | |||||||||||
Services | 34,964 | 34,497 | 73,838 | 70,424 | |||||||||||
Total revenues | 115,621 | 102,129 | 209,748 | 184,409 | |||||||||||
Cost of revenues: (1) | |||||||||||||||
License and other | 2,781 | 1,577 | 5,211 | 2,741 | |||||||||||
Maintenance | 3,079 | 2,636 | 6,404 | 5,111 | |||||||||||
Services | 34,951 | 30,688 | 71,215 | 62,219 | |||||||||||
Total cost of revenues | 40,811 | 34,901 | 82,830 | 70,071 | |||||||||||
Gross profit: | |||||||||||||||
License and other | 61,294 | 51,799 | 97,585 | 82,975 | |||||||||||
Maintenance | 13,503 | 11,620 | 26,710 | 23,158 | |||||||||||
Services | 13 | 3,809 | 2,623 | 8,205 | |||||||||||
Total gross profit | 74,810 | 67,228 | 126,918 | 114,338 | |||||||||||
Operating expenses: (1) | |||||||||||||||
Research and development | 30,025 | 25,409 | 60,775 | 51,081 | |||||||||||
Sales and marketing | 23,520 | 22,661 | 49,020 | 41,952 | |||||||||||
General and administrative | 13,060 | 11,456 | 27,220 | 22,566 | |||||||||||
Total operating expenses | 66,605 | 59,526 | 137,015 | 115,599 | |||||||||||
Income (loss) from operations | 8,205 | 7,702 | (10,097 | ) | (1,261 | ) | |||||||||
Interest income | 1,544 | 758 | 2,886 | 1,454 | |||||||||||
Other income (expense), net | 335 | (1,182 | ) | (346 | ) | (965 | ) | ||||||||
Income (loss) before income taxes | 10,084 | 7,278 | (7,557 | ) | (772 | ) | |||||||||
Provision for (benefit from) income taxes | 6,110 | 6,365 | (3,673 | ) | (55 | ) | |||||||||
Net income (loss) | $ | 3,974 | $ | 913 | $ | (3,884 | ) | $ | (717 | ) | |||||
Net income (loss) per share: | |||||||||||||||
Basic | $ | 0.05 | $ | 0.01 | $ | (0.05 | ) | $ | (0.01 | ) | |||||
Diluted | $ | 0.05 | $ | 0.01 | $ | (0.05 | ) | $ | (0.01 | ) | |||||
Shares used in computing net income (loss) per share: | |||||||||||||||
Basic | 73,738,810 | 71,779,496 | 73,516,140 | 71,511,198 | |||||||||||
Diluted | 74,793,240 | 73,402,064 | 73,516,140 | 71,511,198 |
Three Months Ended January 31, | Six Months Ended January 31, | ||||||||||||||
2017 | 2016 | 2017 | 2016 | ||||||||||||
(unaudited, in thousands) | |||||||||||||||
Stock-based compensation expenses: | |||||||||||||||
Cost of license revenue | $ | 90 | $ | 103 | $ | 141 | $ | 192 | |||||||
Cost of maintenance revenues | 436 | 380 | 849 | 719 | |||||||||||
Cost of services revenues | 4,815 | 4,673 | 9,510 | 9,036 | |||||||||||
Research and development | 4,650 | 3,911 | 9,117 | 7,583 | |||||||||||
Marketing and sales | 4,283 | 3,616 | 8,506 | 7,046 | |||||||||||
General and administrative | 4,313 | 3,862 | 8,341 | 7,116 | |||||||||||
Total stock-based compensation expenses | $ | 18,587 | $ | 16,545 | $ | 36,464 | $ | 31,692 |
GUIDEWIRE SOFTWARE, INC. AND SUBSIDIARIES | |||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||||||||||
(unaudited, in thousands) | |||||||||||||||
Three Months Ended January 31, | Six Months Ended January 31, | ||||||||||||||
2017 | 2016 | 2017 | 2016 | ||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||||||
Net income (loss) | $ | 3,974 | $ | 913 | $ | (3,884 | ) | $ | (717 | ) | |||||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||||||||||||||
Depreciation and amortization | 3,309 | 1,751 | 6,383 | 3,542 | |||||||||||
Stock-based compensation | 18,587 | 16,545 | 36,464 | 31,692 | |||||||||||
Excess tax benefit from exercise of stock options and vesting of restricted stock units | — | (91 | ) | — | (566 | ) | |||||||||
Deferred tax assets | 4,885 | 5,202 | (5,617 | ) | (1,703 | ) | |||||||||
Amortization of premium on available-for-sale securities | 397 | 961 | 860 | 1,838 | |||||||||||
Other non-cash items affecting net income (loss) | 4 | 5 | 8 | 23 | |||||||||||
Changes in operating assets and liabilities: | |||||||||||||||
Accounts receivable | (9,505 | ) | (5,417 | ) | (823 | ) | 2,221 | ||||||||
Prepaid expenses and other assets | (3,880 | ) | (1,237 | ) | (3,689 | ) | (2,308 | ) | |||||||
Accounts payable | (2,617 | ) | 1,151 | (1,715 | ) | (1,391 | ) | ||||||||
Accrued employee compensation | 6,216 | 4,876 | (15,084 | ) | (14,964 | ) | |||||||||
Other liabilities | 636 | 918 | (615 | ) | (121 | ) | |||||||||
Deferred revenues | 20,553 | 12,343 | 17,361 | 9,484 | |||||||||||
Net cash provided by operating activities | 42,559 | 37,920 | 29,649 | 27,030 | |||||||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||||||
Purchases of available-for-sale securities | (90,718 | ) | (146,654 | ) | (291,611 | ) | (341,990 | ) | |||||||
Sales of available-for-sale securities | 141,508 | 132,640 | 298,671 | 321,507 | |||||||||||
Purchase of property and equipment | (143 | ) | (851 | ) | (2,617 | ) | (3,867 | ) | |||||||
Acquisition of business, net of acquired cash | 59 | — | (33,534 | ) | — | ||||||||||
Net cash used in (provided by) investing activities | 50,706 | (14,865 | ) | (29,091 | ) | (24,350 | ) | ||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||||||
Proceeds from issuance of common stock upon exercise of stock options | 922 | 2,526 | 2,034 | 3,989 | |||||||||||
Taxes remitted on RSU awards vested | — | (614 | ) | — | (1,488 | ) | |||||||||
Excess tax benefit from exercise of stock options and vesting of restricted stock units | — | 91 | — | 566 | |||||||||||
Net cash provided by financing activities | 922 | 2,003 | 2,034 | 3,067 | |||||||||||
Effect of foreign exchange rate changes on cash and cash equivalents | 113 | (867 | ) | (811 | ) | (1,187 | ) | ||||||||
NET CHANGE IN CASH AND CASH EQUIVALENTS | 94,300 | 24,191 | 1,781 | 4,560 | |||||||||||
CASH AND CASH EQUIVALENTS—Beginning of period | 131,063 | 192,731 | 223,582 | 212,362 | |||||||||||
CASH AND CASH EQUIVALENTS—End of period | $ | 225,363 | $ | 216,922 | $ | 225,363 | $ | 216,922 |
GUIDEWIRE SOFTWARE, INC. AND SUBSIDIARIES | |||||||||||||||
Reconciliation of GAAP to Non-GAAP Operating Results | |||||||||||||||
(unaudited, in thousands) | |||||||||||||||
The following tables reconcile the specific items excluded from GAAP in the calculation of non-GAAP operating results for the periods indicated below: | |||||||||||||||
Three Months Ended January 31, | Six Months Ended January 31, | ||||||||||||||
2017 | 2016 | 2017 | 2016 | ||||||||||||
Income (loss) from operations reconciliation: | |||||||||||||||
GAAP net income (loss) from operations | $ | 8,205 | $ | 7,702 | $ | (10,097 | ) | $ | (1,261 | ) | |||||
Non-GAAP adjustments: | |||||||||||||||
Stock-based compensation (1) | 18,587 | 16,545 | 36,464 | 31,692 | |||||||||||
Amortization of intangibles (1) | 1,656 | 360 | 3,094 | 720 | |||||||||||
Non-GAAP income from operations | $ | 28,448 | $ | 24,607 | $ | 29,461 | $ | 31,151 | |||||||
Net income (loss) reconciliation: | |||||||||||||||
GAAP net income (loss) | $ | 3,974 | $ | 913 | $ | (3,884 | ) | $ | (717 | ) | |||||
Non-GAAP adjustments: | |||||||||||||||
Stock-based compensation (1) | 18,587 | 16,545 | 36,464 | 31,692 | |||||||||||
Amortization of intangibles (1) | 1,656 | 360 | 3,094 | 720 | |||||||||||
Non-GAAP tax impact (2) | (3,591 | ) | 26 | (13,927 | ) | (9,098 | ) | ||||||||
Non-GAAP net income | $ | 20,626 | $ | 17,844 | $ | 21,747 | $ | 22,597 | |||||||
Three Months Ended January 31, | Six Months Ended January 31, | ||||||||||||||
2017 | 2016 | 2017 | 2016 | ||||||||||||
Tax provision (benefits) reconciliation: | |||||||||||||||
GAAP tax provision (benefits) | $ | 6,110 | $ | 6,365 | $ | (3,673 | ) | $ | (55 | ) | |||||
Non-GAAP adjustments: | |||||||||||||||
Stock-based compensation | 5,948 | 5,143 | 11,669 | 10,142 | |||||||||||
Amortization of intangibles | 530 | 111 | 990 | 230 | |||||||||||
ISO deduction | 32 | 108 | 54 | 167 | |||||||||||
Tax effect on GAAP profit before taxes due to different tax rates between GAAP and non-GAAP | (2,919 | ) | (5,388 | ) | 1,214 | (1,441 | ) | ||||||||
Non-GAAP tax provision | $ | 9,701 | $ | 6,339 | $ | 10,254 | $ | 9,043 | |||||||
GUIDEWIRE SOFTWARE, INC. AND SUBSIDIARIES | |||||||||||||||
Reconciliation of GAAP to Non-GAAP Operating Results | |||||||||||||||
(unaudited, in thousands except share and per share data) | |||||||||||||||
The following tables reconcile the specific items excluded from GAAP in the calculation of non-GAAP operating results for the periods indicated below: | |||||||||||||||
Three Months Ended January 31, | Six Months Ended January 31, | ||||||||||||||
Earnings per share reconciliation: | 2017 | 2016 | 2017 | 2016 | |||||||||||
GAAP earnings per share - Diluted | $ | 0.05 | $ | 0.01 | $ | (0.05 | ) | $ | (0.01 | ) | |||||
Amortization of intangibles acquired in business combinations | 0.02 | 0.01 | 0.04 | 0.01 | |||||||||||
Stock-based compensation | 0.25 | 0.23 | 0.50 | 0.44 | |||||||||||
Less tax benefit of non GAAP items | (0.04 | ) | — | (0.19 | ) | (0.13 | ) | ||||||||
Non-GAAP dilutive shares excluded from GAAP EPS calculation (1) | — | (0.01 | ) | (0.01 | ) | — | |||||||||
Non-GAAP earnings per share - Diluted | $ | 0.28 | $ | 0.24 | $ | 0.29 | $ | 0.31 | |||||||
(1) Due to the occurrence of a net loss on a GAAP basis, potentially dilutive securities were excluded from the calculation of GAAP earnings per share, as they would have an anti-dilutive effect. However, as net income was earned on a Non-GAAP basis, these shares have a dilutive effect on Non-GAAP earnings per share and are included here. | |||||||||||||||
Three Months Ended January 31, | Six Months Ended January 31, | ||||||||||||||
Shares used in computing non-GAAP per share amounts: | 2017 | 2016 | 2017 | 2016 | |||||||||||
GAAP Weighted average shares - Diluted | 74,793,240 | 73,402,064 | 73,516,140 | 71,511,198 | |||||||||||
Non-GAAP dilutive shares excluded from GAAP EPS calculation (1) | — | — | 1,258,762 | 1,711,132 | |||||||||||
Pro forma weighted average shares - Diluted | 74,793,240 | 73,402,064 | 74,774,902 | 73,222,330 | |||||||||||
(1) Due to the occurrence of a net loss on a GAAP basis, potentially dilutive securities were excluded from the calculation of GAAP earnings per share, as they would have an anti-dilutive effect. However, as net income was earned on a Non-GAAP basis, these shares have a dilutive effect on Non-GAAP earnings per share and are included here. |
GUIDEWIRE SOFTWARE, INC. AND SUBSIDIARIES | ||||||||
Reconciliation of GAAP to Non-GAAP Outlook | ||||||||
The following tables reconcile the specific items excluded from GAAP in the calculation of non-GAAP outlook for the periods indicated below: | ||||||||
(in $ millions) | Third Quarter Fiscal 2017 | Full Year Fiscal 2017 | ||||||
Outlook reconciliation: GAAP and non-GAAP operating income/(loss) | ||||||||
GAAP operating income/(loss) | (28.1) | – | (24.1) | (14.6) | – | (6.6) | ||
Non-GAAP adjustments: | ||||||||
Stock-based compensation | 17.0 | – | 18.0 | 70.8 | – | 73.8 | ||
Amortization of intangibles | 4.4 | – | 4.9 | 11.8 | – | 12.8 | ||
Non-GAAP income from operations | (6.0) | – | (2.0) | 70.0 | – | 78.0 | ||
Outlook reconciliation: GAAP and non-GAAP net income/(loss) | ||||||||
GAAP net income/(loss) | (22.8) | – | (19.6) | (9.0) | – | (3.1) | ||
Non-GAAP adjustments: | ||||||||
Stock-based compensation | 17.0 | – | 18.0 | 70.8 | – | 73.8 | ||
Amortization of intangibles | 4.4 | – | 4.9 | 11.8 | – | 12.8 | ||
Non-GAAP tax impact | (2.9) | – | (3.7) | (25.6) | – | (26.0) | ||
Non-GAAP net income | (3.7) | – | (1.2) | 50.1 | – | 55.6 |