XNAS:JIVE Jive Software Inc Quarterly Report 10-Q Filing - 3/31/2012

Effective Date 3/31/2012

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Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q

 

 

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2012

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from             to             

Commission File No. 001-35367

 

 

JIVE SOFTWARE, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   42-1515522

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

325 Lytton Avenue, Suite 200,

Palo Alto, California

  94301
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: 650-319-1920

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ¨    Accelerated filer   ¨
Non-accelerated filer   x  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

The number of shares of the registrant’s common stock outstanding as of May 9, 2012 was 61,785,397.

 

 

 


Table of Contents

JIVE SOFTWARE, INC.

INDEX TO FORM 10-Q

 

PART I - FINANCIAL INFORMATION    Page  

Item 1.

  Financial Statements (Unaudited)   
  Consolidated Balance Sheets – March 31, 2012 and December 31, 2011      2   
  Consolidated Statements of Operations – Three Months Ended March 31, 2012 and 2011      3   
  Consolidated Statements of Comprehensive Loss – Three Months Ended March 31, 2012 and 2011      4   
  Consolidated Statements of Cash Flows – Three Months Ended March 31, 2012 and 2011      5   
  Condensed Notes to Consolidated Financial Statements      6   

Item 2.

  Management’s Discussion and Analysis of Financial Condition and Results of Operations      11   

Item 3.

  Quantitative and Qualitative Disclosures About Market Risk      21   

Item 4.

  Controls and Procedures      22   

PART II - OTHER INFORMATION

  

Item 1A.

  Risk Factors      22   

Item 2.

  Unregistered Sales of Equity Securities and Use of Proceeds      41   

Item 6.

  Exhibits      42   

Signatures

     43   

 

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

JIVE SOFTWARE, INC.

Consolidated Balance Sheets

(In thousands, except share and per share data)

(Unaudited)

 

     March 31,
2012
    December 31,
2011
 

Assets

    

Current Assets:

    

Cash and cash equivalents

   $ 143,749      $ 180,649   

Short-term marketable securities

     22,112        —     

Accounts receivable, net of allowances of $219 and $144

     28,038        31,999   

Prepaid expenses and other current assets

     4,113        4,503   
  

 

 

   

 

 

 

Total current assets

     198,012        217,151   

Marketable securities, noncurrent

     12,239        —     

Property and equipment, net of accumulated depreciation of $7,424 and $6,094

     14,025        12,639   

Goodwill

     17,265        17,265   

Intangible assets, net of accumulated amortization of $4,865 and $3,976

     10,252        11,141   

Other assets

     142        146   
  

 

 

   

 

 

 

Total assets

   $ 251,935      $ 258,342   
  

 

 

   

 

 

 

Liabilities and Stockholders’ Equity

    

Current liabilities:

    

Accounts payable

   $ 5,399      $ 4,566   

Accrued payroll and related liabilities

     4,304        6,629   

Other accrued liabilities

     3,633        5,124   

Deferred revenue, current

     66,481        62,329   

Term debt, current

     2,946        2,946   
  

 

 

   

 

 

 

Total current liabilities

     82,763        81,594   

Deferred revenue, less current portion

     14,229        15,497   

Term debt, less current portion

     9,442        10,192   

Other long-term liabilities

     341        340   
  

 

 

   

 

 

 

Total liabilities

     106,775        107,623   

Commitments and contingencies

    

Stockholders’ Equity:

    

Common stock, $0.0001 par value. Authorized 290,000,000 shares; issued - 68,879,799 shares at March 31, 2012 and 68,568,778 at December 31, 2011; outstanding - 61,732,660 at March 31, 2012 and 61,308,006 at December 31, 2011

     7        7   

Less treasury stock at cost

     (3,352     (3,352

Additional paid-in capital

     262,176        258,779   

Accumulated deficit

     (113,674     (104,725

Accumulated other comprehensive income

     3        10   
  

 

 

   

 

 

 

Total stockholders’ equity

     145,160        150,719   
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 251,935      $ 258,342   
  

 

 

   

 

 

 

See accompanying Condensed Notes to Consolidated Financial Statements.

 

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JIVE SOFTWARE, INC.

Consolidated Statements of Operations

(In thousands, except per share amounts)

(Unaudited)

 

     For the Three Months Ended
March 31,
 
     2012     2011  

Revenues:

    

Product

   $ 21,671      $ 13,570   

Professional services

     3,647        2,497   
  

 

 

   

 

 

 

Total revenues

     25,318        16,067   

Cost of revenues:

    

Product

     6,822        3,929   

Professional services

     3,789        3,131   
  

 

 

   

 

 

 

Total cost of revenues

     10,611        7,060   
  

 

 

   

 

 

 

Gross profit

     14,707        9,007   

Operating expenses:

    

Research and development

     8,355        8,667   

Sales and marketing

     11,356        8,838   

General and administrative

     3,802        1,790   
  

 

 

   

 

 

 

Total operating expenses

     23,513        19,295   
  

 

 

   

 

 

 

Loss from operations

     (8,806     (10,288

Other income (expense), net:

    

Interest income

     14        15   

Interest expense

     (88     (98

Change in fair value of warrant liability

     —          (4,051

Other, net

     (45     (37
  

 

 

   

 

 

 

Total other income (expense), net

     (119     (4,171
  

 

 

   

 

 

 

Loss before provision for income taxes

     (8,925     (14,459

Provision for income taxes

     24        30   
  

 

 

   

 

 

 

Net loss

   $ (8,949   $ (14,489
  

 

 

   

 

 

 

Basic and diluted net loss per share

   $ (0.15   $ (0.63
  

 

 

   

 

 

 

Shares used in basic and diluted per share calculations

     61,446        23,002   
  

 

 

   

 

 

 

See accompanying Condensed Notes to Consolidated Financial Statements.

 

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JIVE SOFTWARE, INC.

Consolidated Statements of Comprehensive Loss

(In thousands)

(Unaudited)

 

     For the Three Months Ended
March 31,
 
     2012     2011  

Net loss

   $ (8,949   $ (14,489

Other comprehensive loss:

    

Foreign currency translation, net of tax

     (5     12   

Cumulative unrealized loss on marketable securities

     (2     —     
  

 

 

   

 

 

 

Other comprehensive loss

     (7     12   
  

 

 

   

 

 

 

Comprehensive loss

   $ (8,956   $ (14,477
  

 

 

   

 

 

 

See accompanying Condensed Notes to Consolidated Financial Statements.

 

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JIVE SOFTWARE, INC.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

 

     Three Months Ended
March 31,
 
     2012     2011  

Cash flows from operating activities:

    

Net loss

   $ (8,949   $ (14,489

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

    

Depreciation and amortization

     2,218        1,847   

Stock-based compensation

     3,085        1,056   

Loss from change in fair value of warrant liability

     —          4,051   

(Increase) decrease, net of acquisitions, in:

    

Accounts receivable, net

     3,961        5,521   

Prepaid expenses and other assets

     388        (266

Increase (decrease), net of acquisitions, in:

    

Accounts payable

     1,634        2,115   

Accrued payroll and related liabilities

     (2,325     (887

Other accrued liabilities

     (845     (969

Deferred revenue

     2,884        2,605   

Other long-term liabilities

     1        27   
  

 

 

   

 

 

 

Net cash provided by operating activities

     2,052        611   

Cash flows from investing activities:

    

Payments for purchase of property and equipment

     (3,401     (3,486

Purchases of marketable securities

     (34,351     —     

Acquisitions, net of cash acquired

     —          (500
  

 

 

   

 

 

 

Net cash used in investing activities

     (37,752     (3,986

Cash flows from financing activities:

    

Proceeds from exercise of stock options

     312        214   

Payments of initial public offering expenses

     (766     —     

Proceeds from (payments on) revolving credit facility, net

     —          515   

Proceeds from term loans

     —          1,655   

Repayments of term loans

     (750     (354
  

 

 

   

 

 

 

Net cash provided by (used in) financing activities

     (1,204     2,030   
  

 

 

   

 

 

 

Net increase in cash and cash equivalents

     (36,904     (1,345

Effect of exchange rate changes

     4        —     

Cash and cash equivalents, beginning of period

     180,649        43,348   
  

 

 

   

 

 

 

Cash and cash equivalents, end of period

   $ 143,749      $ 42,003   
  

 

 

   

 

 

 

See accompanying Condensed Notes to Consolidated Financial Statements.

 

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JIVE SOFTWARE, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

Note 1. Nature of Business

Jive Software, Inc. and its subsidiaries provide a social business software platform that improves business results by enabling a more productive and effective workforce through enhanced communications and collaboration both inside and outside the enterprise. Organizations deploy our platform to improve employee productivity, enhance revenue opportunities, lower operational costs, increase customer retention and improve strategic decision making. Our platform is offered on a subscription basis, deployable in a private or public cloud and used for internal or external communities. We generate revenues from platform license fees as well as from professional service fees for configuration, implementation and training.

 

Note 2. Basis of Presentation

The consolidated financial statements include the accounts of Jive Software, Inc. and our majority-controlled subsidiaries (collectively, “Jive Software”). All significant intercompany balances and transactions have been eliminated in consolidation.

The accompanying consolidated financial statements and condensed footnotes have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the U.S. for complete financial statements. In the opinion of management, all adjustments considered necessary for fair presentation have been included. The results of operations for the three-month period ended March 31, 2012 are not necessarily indicative of the results to be expected for the full year. For further information, refer to the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2011, which was filed with the Securities and Exchange Commission (“SEC”) on March 12, 2012.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States, or GAAP, requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities in the financial statements and the accompanying notes. Significant estimates include:

 

   

the allowance for doubtful accounts;

 

   

the useful lives of fixed assets;

 

   

stock-based compensation;

 

   

assumptions used in testing for impairment of goodwill and other long-lived assets; and

 

   

the recoverability of deferred income tax assets and liabilities.

Actual results could differ from those estimates, and such differences may be material to the consolidated financial statements.

 

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Note 3. Stock-Based Compensation

Certain information regarding all options and restricted stock purchases, or RSPs, outstanding as of March 31, 2012 was as follows:

 

     Options and
RSPs
Outstanding
     Options and
RSPs

Exercisable
 

Number

     15,684,027         6,567,131   

Weighted average exercise price

   $ 3.746       $ 1.334   

Aggregate intrinsic value (in thousands)

   $ 367,225       $ 169,603   

Weighted average remaining contractual term (in years)

     7.59         6.87   

Our stock-based compensation expense was included in our Consolidated Statements of Operations as follows (in thousands):

 

     Three Months Ended March 31,  
     2012      2011  

Cost of revenues

   $ 258       $ 69   

Research and development

     947         353   

Sales and marketing

     526         309   

General and administrative

     1,354         325   
  

 

 

    

 

 

 
   $ 3,085       $ 1,056   
  

 

 

    

 

 

 

As of March 31, 2012, unrecognized stock-based compensation related to outstanding, but unvested stock options and RSPs, was $20.2 million, which will be recognized over the weighted average remaining vesting period of 2.96 years.

 

Note 4. Earnings Per Share

Since we were in a loss position for all periods presented, basic loss per share is the same as diluted loss per share for all periods.

The following table sets forth the computation of historical basic and diluted net loss per share (in thousands, except per share data):

 

     Three Months Ended
March 31,
 
     2012     2011  

Numerator:

    

Net loss

   $ (8,949   $ (14,489
  

 

 

   

 

 

 

Denominator:

    

Weighted-average common shares outstanding

     62,261        23,442   

Less: Weighted-average unvested common shares subject to repurchase or forfeiture

     (815     (440
  

 

 

   

 

 

 

Weighted-average shares used to compute net loss per share, basic and diluted

     61,446        23,002   
  

 

 

   

 

 

 

Net loss per share, basic and diluted

   $ (0.15   $ (0.63
  

 

 

   

 

 

 

 

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Potentially dilutive securities that are not included in the diluted per share calculations because they would be anti-dilutive were as follows:

 

     Three Months Ended March 31,  
     2012      2011  

Stock options and RSPs

     15,684,027         15,795,366   

Restricted stock

     721,736         467,242   

Series A preferred stock

     —           10,100,000   

Series B preferred stock

     —           3,335,817   

Series C preferred stock

     —           5,787,930   

Series C preferred stock warrants

     —           3,858,620   
  

 

 

    

 

 

 
     16,405,763         39,344,975   
  

 

 

    

 

 

 

 

Note 5. Goodwill and Other Intangible Assets

Goodwill

The roll-forward of our activity related to goodwill was as follows (in thousands):

 

     Three Months
Ended
March 31, 2012
     Year Ended
December 31,
2011
 

Balance, beginning of period

   $ 17,265       $ 831   

Acquisition of OffiSync Corporation

     —           16,434   
  

 

 

    

 

 

 

Balance, end of period

   $ 17,265       $ 17,265   
  

 

 

    

 

 

 

OffiSync’s results of operations have been included in our unaudited consolidated financial statements subsequent to the date of acquisition. Pro forma results for the three months ended March 31, 2011 were not significant.

Other Intangible Assets

The following table presents our intangible assets and their related useful lives (dollars in thousands):

 

     Useful
Life
   March 31,
2012
    December 31,
2011
 

Acquired technology

   5 years    $ 11,564      $ 11,564   

Accumulated amortization

        (3,024     (2,497
     

 

 

   

 

 

 
        8,540        9,067   

Perpetual licenses

   2 years      2,430        2,430   

Accumulated amortization

        (1,180     (916
     

 

 

   

 

 

 
        1,250        1,514   

Covenant not to compete

   1-2 years      807        807   

Accumulated amortization

        (480     (412
     

 

 

   

 

 

 
        327        395   

Other

   2 years      316        316   

Accumulated amortization

        (181     (151
     

 

 

   

 

 

 
        135        165   
     

 

 

   

 

 

 

Total intangible assets, net

      $ 10,252      $ 11,141   
     

 

 

   

 

 

 

Amortization expense related to intangible assets was as follows (in thousands):

 

Three Months Ended March 31,  

2012

     2011  
  $889       $ 120   

 

 

    

 

 

 

 

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Expected future amortization expense as of March 31, 2012 is as follows (in thousands):

 

Remainder of 2012

   $ 3,463   

2013

     2,461   

2014

     2,080   

2015

     1,998   

2016

     250   

Thereafter

     —     
  

 

 

 
   $ 10,252   
  

 

 

 

 

Note 6. Cash, Cash Equivalents and Marketable Securities

Cash and cash equivalents and marketable securities consisted of the following as of March 31, 2012 (in thousands):

 

Description

   Cost      Unrealized
Gains
     Unrealized
Losses
     Estimated
Fair Value
 

Cash

   $ 98,252       $ —         $ —         $ 98,252   

Cash equivalents:

           

Money market mutual funds

     36,292         —           —           36,292   

Commercial Paper

     2,999         —           —           2,999   

Corporate notes and bonds

     1,506         —           —           1,506   

U.S. treasury securities

     4,700         —           —           4,700   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total cash equivalents

     45,497         —           —           45,497   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total cash equivalents

     143,749               143,749   
  

 

 

    

 

 

    

 

 

    

 

 

 

Short-term marketable securities:

           

Corporate notes and bonds

     5,501         —           2         5,499   

Government obligations

     3,010         —           —           3,010   

U.S. government and agency

     13,601         1         —           13,602   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total short-term marketable securities

     22,113         1         2         22,112   
  

 

 

    

 

 

    

 

 

    

 

 

 

Marketable securities, noncurrent:

           

Corporate notes and bonds

     1,252         —           —           1,252   

U.S. agency obligations

     10,988         —           1         10,987   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total marketable securities, noncurrent:

     12,240         —           1         12,239   
  

 

 

    

 

 

    

 

 

    

 

 

 

Cash, cash equivalents, short-term marketable securities and marketable securities, noncurrent

   $ 178,101       $ 1       $ 3       $ 178,099   
  

 

 

    

 

 

    

 

 

    

 

 

 

As of March 31, 2012, we did not consider any of our investments to be other-than-temporarily impaired.

As of March 31, 2012, the following table summarizes the estimated fair value of our investments in marketable securities, available-for-sale, classified by the contractual maturity date (in thousands):

 

     March 31,
2012
 

Due within 1 year

   $ 22,112   

Due within 1 year through 3 years

     12,239   
  

 

 

 

Total marketable securities

   $ 34,351   
  

 

 

 

 

Note 7. Fair Value Measurements

Factors used in determining the fair value of financial assets and liabilities are summarized into three broad categories:

 

   

Level 1 – quoted prices in active markets for identical securities as of the reporting date;

 

   

Level 2 – other significant directly or indirectly observable inputs, including quoted prices for similar securities, interest rates, prepayment speeds and credit risk; and

 

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Level 3 – significant inputs that are generally less observable than objective sources, including our own assumptions in determining fair value.

The factors or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following table presents our financial assets that are measured at fair value on a recurring basis as of March 31, 2012 (in thousands):

 

     March 31, 2012  
     Level 1      Level 2      Level 3      Total  

Cash equivalents

           

Money market mutual funds

   $ 36,292       $ —         $ —         $ 36,292   

Commercial Paper

     —           2,999         —           2,999   

Corporate notes and bonds

     —           1,506         —           1,506   

U.S. treasury securities

     4,700         —           —           4,700   

Marketable securities

           

Corporate notes and bonds

     —           6,752         —           6,752   

Government obligations

     —           3,010         —           3,010   

U.S. government and agency

     —           24,589         —           24,589   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 40,992       $ 38,856       $ —         $ 79,848   
  

 

 

    

 

 

    

 

 

    

 

 

 

We classify our marketable securities as available-for-sale and, accordingly, record them at fair value based on quoted market prices. Unrealized holding gains and losses are excluded from earnings and are reported as a separate component of Stockholders’ equity until realized. See the Consolidated Statements of Comprehensive Loss.

We did not have any financial liabilities that were measured at fair value on a recurring basis at March 31, 2012. We did not have any financial assets or liabilities that were measured at fair value on a recurring basis at December 31, 2011.

There were no changes to our valuation techniques during the quarter ended March 31, 2012.

We believe the carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and other current liabilities are a reasonable approximation of the fair value of those financial instruments because of the nature of the underlying transactions and the short-term maturities involved.

 

Note 8. Commitments

In addition to $13.9 million in future payments under our operating leases, we have commitments under non-cancelable purchase orders, primarily relating to our annual user conference and capital expenditures for our data center, totaling $3.4 million at March 31, 2012. The non-cancelable purchase order commitments expire at various times through the third quarter of 2012; and our longest operating lease expires in September 2018.

 

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Note 9. Statements of Cash Flows

The summary of supplemental cash flows information is as follows (in thousands):

 

     Three Months Ended March 31,  
     2012      2011  

Supplemental Cash Flow Information

     

Cash paid for interest

   $ 194       $ 91   

Cash paid for income taxes

     102         30   

Supplemental Non-Cash Information

     

Common stock issued in connection with acquisition of Proximal Labs

   $ —         $ 551   

 

Note 10. Related-party transactions

Certain members of our Board of Directors also serve on the board of directors and in some cases are also investors in certain of our customers. We believe the transactions between these customers and us were carried out on an arm’s-length basis and that the pricing is consistent with similar transactions with our other similar customers. As of Mach 31, 2012, accounts receivable from these customers was $1.2 million. Current deferred revenue and non-current deferred revenue from these customers was $0.5 million and $0.8 million, respectively as of March 31, 2012. Total revenues related to these customers were $0.1 million in the three months ended March 31, 2012.

 

Note 11. New Accounting Pronouncements

In June 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-05, “Presentation of Comprehensive Income” (“ASU 2011-05”). ASU 2011-05 allows an entity to have the option to present the components of net income and comprehensive income in either one or two consecutive financial statements. ASU 2011-05 eliminated the option to report other comprehensive income and its components in the statement of changes in equity. While the new guidance changes the presentation of comprehensive income, there are no changes to the components that are recognized in net income or other comprehensive income under current accounting guidance. We adopted ASU 2011-05 in the first quarter of 2012 and, accordingly, comprehensive income is included as a separate financial statement that directly follows the Consolidated Statements of Operations.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward Looking Statements

This Quarterly Report on Form 10-Q 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 (the “Exchange Act”). Forward-looking statements may be identified by the use of forward-looking words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “plan,” “expect” or the negative or plural of these words or similar expressions. These forward-looking statements include, but are not limited to, statements concerning the following:

 

   

our ability to timely and effectively scale and adapt our existing technology and network infrastructure;

 

   

our ability to increase adoption of our platform by our customers’ internal and external users;

 

   

our ability to protect our users’ information and adequately address security and privacy concerns;

 

   

our ability to maintain an adequate rate of growth;

 

   

our future expenses;

 

   

the effects of increased competition in our market;

 

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our ability to effectively manage our growth;

 

   

our ability to successfully enter new markets and manage our international expansion;

 

   

our ability to maintain, protect and enhance our brand and intellectual property; and

 

   

the attraction and retention of qualified employees and key personnel.

These forward-looking statements are subject to risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. Please refer to Item 1A. Risk Factors in this Quarterly Report on Form 10-Q, for a discussion of reasons why our actual results may differ materially from our forward-looking statements. While we may elect to update forward-looking statements at some point in the future, we specifically disclaim any obligation to do so, even if our expectations change.

Overview

We provide a social business software platform that improves business results by enabling a more productive and effective workforce through enhanced communications and collaboration both inside and outside the enterprise. Organizations deploy our platform to improve employee productivity, enhance revenue opportunities, lower operational costs, increase customer retention and improve strategic decision making. Our platform is offered on a subscription basis, deployable in a private or public cloud and used for internal or external communities. We generate revenues from platform license fees as well as from professional service fees for configuration, implementation and training.

We sell our comprehensive Jive Engage Platform across two principal communities: internally for employees within the enterprise and externally for customers and partners outside the enterprise. Internally focused communities comprised 63.7% of 2012 Jive Engage Platform revenues in the first quarter of 2012. As the market for social business software within the enterprise continues to grow, we expect the shift towards revenue from internally focused communities to continue.

We offer our platform both as a public cloud service and as a private cloud solution. In the first quarter of 2012, product revenues from all public cloud deployments represented 62.3% of total product revenues. We anticipate public cloud deployments of our platform to comprise an ever-increasing portion of our business; driven by our most recent releases, Jive Cloud, a public cloud, non-customizable version of our Jive Engage platform and Try Jive, also a public cloud, non-customizable, 30-day trial version of the platform aimed at driving viral adoption in March and May of 2012, respectively.

Historically, we have generated most of our revenue from within the United States. Revenues from customers in the United States accounted for 78.2% of total revenue in the first quarter of 2012. We are continuing to focus on growing our international sales force, and we anticipate the percentage of our revenue generated outside of the United States will continue to increase.

Our fourth quarter has historically been our strongest quarter for new billings and renewals. This pattern may be amplified over time if the number of customers with renewal dates occurring in the fourth quarter continues to increase. Furthermore, our quarterly sales cycles are frequently weighted toward the end of the quarter, with an increased volume of sales in the last few weeks of each quarter. The year-over-year compounding effect of this seasonality in billing patterns and overall new business and renewal activity causes the value of invoices that we generate in the fourth quarter to continually increase in proportion to our billings in the other three quarters of our fiscal year.

Critical Accounting Policies and the Use of Estimates

Preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. We believe the most complex and sensitive judgments, because of their significance to the Consolidated Financial Statements included in this Quarterly Report on Form 10-Q, result primarily from the need to make estimates about the effects of matters that are inherently uncertain.

 

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Management’s Discussion and Analysis and Note 2 to the Consolidated Financial Statements in our 2011 Annual Report on Form 10-K describe the significant accounting estimates and policies used in preparation of the Consolidated Financial Statements. Actual results in these areas could differ from management’s estimates. During the first quarter of 2012, there were no significant changes in our critical accounting policies or estimates from those reported in our 2011 Annual Report on Form 10-K, which was filed with the SEC on March 12, 2012.

New Accounting Pronouncements

See Note 11 of the Condensed Notes to the Consolidated Financial Statements in this Quarterly Report on Form 10-Q for a discussion of new accounting pronouncements.

Non-GAAP Key Metrics

In addition to GAAP metrics such as total revenues and gross margin, we also regularly review billings, a non-GAAP measure, and the number of Jive Engage Platform customers to evaluate our business, measure our performance, identify trends affecting our business, allocate capital and make strategic decisions.

Billings

The following tables set forth a reconciliation of total revenues to billings (dollars in thousands):

 

     Three Months Ended March 31,     Dollar
Change
     % Change  
   2012     2011       

Total revenues

   $ 25,318      $ 16,067        

Deferred revenue, end of period

     80,710        52,628        

Less: deferred revenue, beginning of period

     (77,826     (50,195     
  

 

 

   

 

 

      

Billings

   $ 28,202      $ 18,500      $ 9,702         52.4
  

 

 

   

 

 

   

 

 

    

 

 

 

We monitor billings, a non-GAAP measure, in addition to other financial measures presented in accordance with GAAP to manage our business, make planning decisions, evaluate our performance and allocate resources. We believe that this non-GAAP measure offers valuable supplemental information regarding the performance of our business, and it will help investors better understand the sales volumes and performance of our business.

Our use of billings has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for total revenues or an analysis of our results as reported under GAAP. Some of these limitations are:

 

   

billings is not a substitute for total revenues, as billings are recognized when invoiced, while revenue is recognized ratably over the contract term;

 

   

billings can include fees paid for license terms greater than 12 months and therefore does not always closely match with the timing of delivery of support, maintenance, and hosting services and the costs associated with delivering those services;

 

   

billings would not exclude any agreements that contain customer acceptance provisions that would require deferral of revenue required under GAAP; and

 

   

other companies, including companies in our industry, may not use billings, may calculate non-GAAP measures differently or may use other financial measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP measures as comparative measures.

We consider billings a significant performance measure and a leading indicator of future recognized revenue based on our business model of billing for subscription licenses annually and recognizing revenue ratably over the subscription term. The billings we record in any particular period reflect sales to new customers plus subscription renewals and upsell to existing customers, and represent amounts invoiced for product subscription license fees and professional services. We typically invoice our customers for subscription fees in annual increments upon initiation of the initial contract or subsequent renewal. In addition, we also enter into arrangements with customers to purchase subscriptions for a term greater than 12 months, most typically 36 months. For subscriptions greater than 12 months, the customer has the option of being invoiced annually or paying for the full term of the subscription at the time the contract is signed. If the customer elects to pay the full multi-year amount at the time the contract is signed, the total amount billed for the entire term will be reflected in billings. If the customer elects to be invoiced annually, only the amount billed for the 12-month period will be included in billings.

 

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Billings for consulting services typically occur on a bi-weekly basis as the services are delivered.

The increases in billings were primarily driven by the addition of new customers and increased upsell of our products to existing customers.

Jive Engage Platform Customers

We define the number of platform customers at the end of any given measurement period by counting every customer under active contract for the Jive Engage Platform that carries a balance in our deferred revenue account at the end of that period. While a single customer may have multiple internal and external communities to support distinct departments, operating segments or geographies, we only include that customer once for purposes of this metric. We believe the number of Jive Engage Platform customers is a leading indicator of our future revenues, billings and upsell opportunities.

Our Jive Engage Platform customer count was as follows:

 

     As of March 31,      Change      % Change  
     2012      2011        

Jive Engage Platform customer count

     676         613         63         10.3
  

 

 

    

 

 

    

 

 

    

 

 

 

Our product revenue growth was 59.7% in the first quarter of 2012 compared to the first quarter of 2011. Our product revenue has grown at a faster rate than our customer count as we have realized greater upsell with our existing customers and as the average contract size has increased over that time.

Components of Results of Operations

Revenues

We generate revenues primarily in the form of software subscription fees and professional services for configuration, implementation and other services related to our software. We offer our products with subscription terms typically ranging from 12 to 36 months. In addition to sales of our platform, our revenues include fees for sales of modules, additional users and page views. While subscription-based licenses make up the substantial majority of our product revenues, in limited instances we license our software to customers on a perpetual basis, with ongoing support and maintenance services. Revenues generated through the sale of subscription licenses also include fees for updates and maintenance. We recognize revenue from professional services ratably over the subscription term when they are bundled with a subscription license, because we do not have fair value of all the various services. These amounts, when recognized, are classified as professional services revenues on our consolidated statements of operations based on the hourly rates at which they are billed.

Cost of Revenues

Cost of product revenues includes all direct costs to produce and distribute our product offerings, including data center and support personnel, depreciation and maintenance related to equipment located at our hosting service provider, salaries, web hosting services expense for public cloud implementations, third-party royalty costs, benefits, amortization of acquired intangible assets and stock-based compensation.

Cost of professional services revenues includes all direct costs to provide our professional services, which primarily include salaries, consulting and outside services, and benefits and stock-based compensation for our professional services personnel. We recognize expenses related to our professional services organization as they are incurred, while the majority of associated professional services revenues are recognized ratably over the subscription term.

 

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Cost of revenues also includes allocated overhead costs for facilities and information technology. Allocated costs for facilities consist of rent and depreciation of equipment and leasehold improvements related to our facilities. Our allocated costs for information technology include costs for compensation of our information technology personnel and the cost associated with our information technology infrastructure. Our overhead costs are allocated to all departments based on headcount.

We expect that cost of revenues may increase in the future depending on the growth rate of our new customers and billings and our need to support the implementation, hosting and support of those new customers. We also expect that cost of revenues as a percentage of total revenues could fluctuate from period to period depending on growth of our services business and any associated costs relating to the delivery of services, the timing of sales of products that have royalties associated with them, the amount and timing of amortization of intangibles from acquisitions and the timing of significant expenditures.

Research and Development

Research and development expenses are expensed as incurred. These expenses include salaries, benefits and stock-based compensation for our engineers and developers, allocated facilities costs and payments to third parties for research and development of new software. We focus our research and development efforts on developing new versions of our platform with new and expanded features and enhancing the ease of use of our platform. We believe that continued investment in our technology is important for our future growth, and, as a result, we expect research and development expenses to increase in absolute dollars although they may fluctuate as a percentage of total revenues.

Sales and Marketing

Sales and marketing expenses primarily consist of salaries, incentive compensation and benefits, travel expense, marketing program fees, partner referral fees and stock-based compensation. Sales incentive compensation is recorded as a component of sales and marketing expense as earned. Sales incentive compensation is earned at the time a customer enters into a binding purchase agreement while associated revenue is recognized ratably over the subscription term. In addition, sales and marketing expenses include customer acquisition marketing, branding, advertising, customer events and public relations costs, as well as allocated facilities costs. We plan to continue to invest heavily in sales and marketing to expand our global operations, increase revenues from current customers, continue building brand awareness and expand our indirect sales channel. We expect sales and marketing expenses to increase in absolute dollars and continue to be our largest expense in absolute dollars and as a percentage of total revenues, although they may fluctuate as a percentage of total revenues.

General and Administrative

General and administrative expenses primarily consist of salaries, benefits and stock-based compensation for our executive, finance, legal, information technology, human resources and other administrative employees. In addition, general and administrative expenses include legal and accounting services, outside consulting, facilities and other supporting overhead costs not allocated to other departments. We expect that our general and administrative expenses will increase in absolute dollars as we continue to expand our business and incur additional expenses associated with being a publicly traded company.

Other Income (Expense), Net

Other income (expense), net consists primarily of interest expense on our outstanding debt and foreign exchange gains and losses. In addition, the 2011 period includes changes in the fair value of our Series C preferred stock warrants. The Series C preferred stock warrants were exercised late in the third quarter of 2011 and, therefore, we will not incur charges related to these warrants in subsequent periods.

Provision for Income Taxes

Provision for income taxes consists of federal and state income taxes in the United States and income taxes in certain foreign tax jurisdictions. Since we have generated net losses, we have fully reserved against any potential future benefits for loss carryforwards and research and development and other tax credits.

 

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Results of Operations

The following tables set forth our statement of operations data, both in absolute dollars and as a percentage of total revenues (dollars in thousands):

 

     Three Months Ended
March 31, 2012(1)(2)
    Three Months Ended
March 31, 2011(1)(2)
 

Revenues:

        

Products

   $ 21,671        85.6   $ 13,570        84.5

Professional services

     3,647        14.4     2,497        15.5
  

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     25,318        100.0     16,067        100.0

Cost of revenues:

        

Products

     6,822        26.9     3,929        24.5

Professional services

     3,789        15.0     3,131        19.5
  

 

 

   

 

 

   

 

 

   

 

 

 

Total cost of revenues

     10,611        41.9     7,060        43.9
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit:

        

Products

     14,849        58.7     9,641        60.0

Professional services

     (142     (0.6 )%      (634     (3.9 )% 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total gross profit

     14,707        58.1     9,007        56.1

Operating expenses:

        

Research and development

     8,355        33.0     8,667        53.9

Sales and marketing

     11,356        44.9     8,838        55.0

General and administrative

     3,802        15.0     1,790        11.1
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     23,513        92.9     19,295        120.1
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss from operations

     (8,806     (34.8 )%      (10,288     (64.0 )% 

Other income (expense), net(3)

     (119     (0.5 )%      (4,171     (26.0 )% 
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss before provision for income taxes

     (8,925     (35.3 )%      (14,459     (90.0 )% 

Provision for income taxes

     24        0.1     30        0.2
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

   $ (8,949     (35.3 )%    $ (14,489     (90.2 )% 
  

 

 

   

 

 

   

 

 

   

 

 

 

Basic and diluted net loss per common share

   $ (0.15     $ (0.63  
  

 

 

     

 

 

   

Shares used in per share calculations

     61,446          23,002     
  

 

 

     

 

 

   

 

(1) Stock-based compensation was included in our statements of operations data as follows (in thousands):

 

     Three Months Ended
March 31, 2012(2)
    Three Months Ended
March 31, 2011(2)
 

Cost of revenues

   $ 258         1.0   $ 69         0.4

Research and development

     947         3.7     353         2.2

Sales and marketing

     526         2.1     309         1.9

General and administrative

     1,354         5.3     325         2.0
  

 

 

    

 

 

   

 

 

    

 

 

 
   $ 3,085         12.2   $ 1,056         6.6
  

 

 

    

 

 

   

 

 

    

 

 

 

 

(2) Percentages may not add due to rounding.
(3) Non-cash expense recorded in other income (expense), net in the three months ended March 31, 2011 included $4.1 million related to the change in fair value of our preferred stock warrant liability. The preferred stock warrants were exercised during the third quarter of 2011 and, accordingly, we will not incur charges related to this warrant in future periods.

 

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Revenues

Certain revenue information was as follows (dollars in thousands):

 

     Three Months Ended
December 31,
     Dollar
Change
     % Change  
   2012      2011        

Products

   $ 21,671       $ 13,570       $ 8,101         59.7

Professional services

     3,647         2,497         1,150         46.1
  

 

 

    

 

 

    

 

 

    

 

 

 

Total revenues

   $ 25,318       $ 16,067       $ 9,251         57.6
  

 

 

    

 

 

    

 

 

    

 

 

 

Products Revenues

The increase in products revenues in the first quarter of 2012 compared to the first quarter of 2011 was primarily the result of an increase in the average annual subscription transaction size and an increase in the aggregate number of customers on the Jive Engage Platform, which grew from 613 as of March 31, 2011 to 676 as of March 31, 2012.

Revenues from customers in the United States accounted for $19.8 million, or 78.2% of total revenue, in the first quarter of 2012, compared to $12.7 million, or 79.1% of total revenue, in the first quarter of 2011. In the first quarter of 2012, products revenues from public cloud deployments represented 62.3% of total product revenues and the remaining 37.7% was related to private cloud deployments. This compares to 59.3% of total product revenues from public cloud deployments and 40.7% of private cloud deployments in the first quarter of 2011. Additionally, 63.7% of the first quarter of 2012 Jive Engage Platform revenues represented internally focused communities and the remaining 36.3% represented externally focused communities. This compares to 54.5% of Jive Engage Platform revenues from internally focused communities and 45.5% from externally focused communities for the first quarter of 2011.

Professional Services Revenues

The increase in professional services revenues in the first quarter of 2012 compared to the first quarter of 2011 was primarily due to increases in overall products revenues. However, professional services revenues as a percent of product revenues decreased by 160 basis points as continued enhancements of the core product have decreased the amount of customization requested by customers.

Cost of Revenues and Gross Margins

Cost of revenues information was as follows (dollars in thousands):

 

     Three Months Ended March 31,     Dollar
Change
     % Change  

(Dollars in thousands)

   2012     2011       

Cost of revenues: products

   $ 6,822      $ 3,929      $ 2,893         73.6

Products gross margin

     68.5     71.0     

Cost of revenues: professional services

   $ 3,789      $ 3,131      $ 658         21.0

Professional services gross margin

     (3.9 )%      (25.4 )%      

Cost of Revenues: Products

The increase in cost of revenues for products in the first quarter of 2012 compared to the first quarter of 2011 was primarily due to the increase in products revenues and included a $1.0 million increase in salaries and benefits related to increased headcount in our operations and support personnel, an increase in intangible amortization charges of $0.8 million, a $0.5 million increase in depreciation expense, a $0.3 million increase in third-party hosting services, a $0.2 million increase in third-party royalties, and a $0.2 million increase in allocations for IT and facilities costs, partially offset by a $0.2 million decrease in third-party consulting fees.

These increases in expenses and the decline in products gross margin in the first quarter of 2012 compared to the first quarter of 2011 was attributable to our third-party data center costs and increased headcount in our hosting department, which grew from 14 employees as of March 31, 2011 to 28 employees as of March 31, 2012, due to the increase in mix of revenue towards our public cloud deployment model, our programs to scale our public cloud capabilities for future growth, and an increase in amortization of acquired intangibles as a result of acquisitions made in the first half of 2011. Additionally, our support department grew from 28 employees as of March 31, 2011 to 37 employees as of March 31, 2012.

 

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Cost of Revenues: Professional Services

The increase in cost of revenues for professional services in the first quarter of 2012 compared to the first quarter of 2011 was primarily due to the increase in professional services revenues, partially offset by improvements related to the improved proportion of full-time professional services employees in relation to the more expensive third-party consultants, and included a $0.6 million increase in salaries and benefits. We added 11 full-time professional services employees from the first quarter of 2011 to the first quarter of 2012, ending the current quarter at 62.

Additionally, we recognize professional services expense as incurred, while services revenue is recognized ratably over the subscription term.

The increase in the professional services gross margin in the first quarter of 2012 compared to the first quarter of 2011 was primarily due to the conversion of third-party consultants to full-time employees, as well as increased utilization of our existing full-time professional services employees.

Research and Development Costs

 

(Dollars in thousands)

   Three Months Ended March 31,     Dollar
Change
    % Change  
   2012     2011      

Research and development

   $ 8,355      $ 8,667      $ (312     (3.6 )% 

Percentage of total revenues

     33.0     53.9    

The decrease in research and development expenses in the first quarter of 2012 compared to the first quarter of 2011 was primarily due to non-recurring expenses incurred in the first quarter of 2011 associated with the acquisition of Proximal Labs, Inc., which included $1.6 million in bonuses, as well as $1.0 million in amortization expense related to in process research and development that was fully expensed at the time of acquisition. The decrease was partially offset by a $2.1 million increase in salaries and benefits, as a result of increasing our research and development headcount by 36 from the first quarter of 2011 to the first quarter of 2012, ending the current quarter at a total of 141 employees. The $2.1 million increase in salaries and benefits included a $0.6 million increase in stock-based compensation. The decrease was also partially offset by a $0.1 million increase in allocations for IT and facilities.

Sales and Marketing

 

(Dollars in thousands)

   Three Months Ended March 31,     Dollar
Change
     % Change  
   2012     2011       

Sales and marketing

   $ 11,356      $ 8,838      $ 2,518         28.5

Percentage of total revenues

     44.9     55.0     

The increase in sales and marketing expenses in the first quarter of 2012 compared to the first quarter of 2011 was primarily due to a $1.9 million increase in salaries and benefits primarily as a result of increasing our sales and marketing headcount from 98 as of March 31, 2011 to 129 as of March 31, 2012. The $1.9 million increase in salaries and benefits included a $0.2 million increase in stock-based compensation. The increase was also attributable to a $0.4 million increase in travel costs, and a $0.2 million increase in allocations for IT and facilities costs.

General and Administrative

 

(Dollars in thousands)

   Three Months Ended March 31,     Dollar
Change
     % Change  
   2012     2011       

General and administrative

   $ 3,802      $ 1,790      $ 2,012         112.4

Percentage of total revenues

     15.0     11.1     

 

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The increase in general and administrative expenses in the first quarter of 2012 compared to the first quarter of 2011 was primarily due to a $1.7 million increase in salaries, which was primarily as a result of increased headcount and stock option grants. Of the $1.7 million increase in salaries, $1.0 million was stock-based compensation expense. General and administrative headcount grew from 29 as of March 31, 2011 to 42 as of March 31, 2012.

The increase in general and administrative expenses in the first quarter of 2012 compared to the first quarter of 2011 was to a lesser extent also driven by $0.4 million increase in professional fees such as legal and audit costs which are typical of a newly public company, a $0.1 million increase in facilities costs, excluding depreciation, a $.1 million increase in depreciation from both facilities and IT capital additions, and a $0.1 million increase in other expenses for travel, consulting fees and miscellanies IT costs. These increases were partially offset by an increase of $0.4 million in overhead allocations out of general and administrative to the other functions based on relative headcount.

Other Expense, net

 

     Three Months Ended March 31,     Dollar
Change
    %Change  

(Dollars in thousands)

   2012     2011      

Other expense, net

   $ 119      $ 4,171      $ (4,052     (97.1 )% 

Percentage of total revenues

     0.5     26.0    

The decrease in other expense, net in the first quarter of 2012 compared to the first quarter of 2011 was primarily due to the exercise of the Series C preferred stock warrants in the third quarter of 2011. Accordingly, we did not have expense related to these warrants in the first quarter of 2012. The charge in the first quarter of 2011 related to the Series C preferred stock warrant was $4.1 million.

Provision For Income Taxes

 

     Three Months Ended March 31,  

(Dollars in thousands)

   2012     2011  

Provision for income taxes

   $ 24      $ 30   

Percentage of loss before income taxes

     0.3     0.2

In the first quarter of both 2012 and 2011, we recorded income taxes that were principally attributable to state and foreign taxes. We currently believe that the recognition of the deferred tax assets arising from future tax benefits as a result of our losses before provision for income taxes is not more likely than not to be realized. We therefore continued to record valuation allowances against our deferred tax assets and, accordingly, benefits generated related to losses were offset by an increase in the allowance.

Liquidity and Capital Resources

 

     Three Months Ended March 31,  

(Dollars in thousands)

   2012     2011  

Cash flows provided by operating activities

   $ 2,052      $ 611   

Cash used in investing activities

     (37,752     (3,986

Cash provided by financing activities

     (1,204     2,030   
  

 

 

   

 

 

 

Decrease in cash and cash equivalents

   $ (36,904   $ (1,345
  

 

 

   

 

 

 

We have financed our operations primarily through issuances of preferred stock, borrowings under our credit facility, cash generated from customer sales and our initial public offering (“IPO”), which closed on December 16, 2011.

Our principal source of liquidity at March 31, 2012 consisted of $143.7 million of cash and cash equivalents and $22.1 million of short-term marketable securities. Our principal needs for liquidity include funding our operating losses, working capital requirements, capital expenditures, debt service and acquisitions. We believe that our available resources are sufficient to fund our liquidity requirements for at least the next 12 months from March 31, 2012.

 

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Cash Flows from Operating Activities

Cash flows provided by operating activities was $2.1 million during the first quarter of 2012 and $0.6 million in the first quarter of 2011. Changes to our operating cash flows are historically impacted by the growth in our quarterly calculated billings and our ability to maintain or improve the timeframe to collect the cash from outstanding accounts receivable, offset by funding our growth and working capital needs.

The $2.1 million of cash provided in operating activities in the first quarter of 2012 resulted from our net loss of $8.9 million, offset by net non-cash charges of $5.3 million and changes in our operating assets and liabilities as discussed below.

Accounts receivable, net decreased $4.0 million to $28.0 million at March 31, 2012 compared to $32.0 million at December 31, 2011, primarily as a result of a $7.8 million decrease in billings in the first quarter of 2012 compared to the fourth quarter of 2011. The decrease in billings was partially offset by a larger percent of total billings be billed later in the quarter in the first quarter of 2012 compared to the fourth quarter of 2011, which resulted in fewer invoices billed and collected in the same period. Refer to “Overview” for additional discussion around the seasonality of our business.

Accounts payable and other accrued liabilities decreased $0.7 million to $9.0 million at March 31, 2012 compared to $9.7 million at December 31, 2011, primarily due to timing of payments and the seasonality of our business.

Accrued payroll and related liabilities decreased $2.3 million to $4.3 million at March 31, 2012 compared to $6.6 million at December 31, 2011, primarily due to a decrease in accrued commissions, as a result of decreased billings in the first quarter of 2012 compared to the fourth quarter of 2011, as a result of seasonality of our business, as well as decrease in accrued bonuses as a result of our second half 2011 management bonus being paid in the first quarter of 2012.

Deferred revenue increased $2.9 million to $80.7 million at March 31, 2012 compared to $77.8 million at December 31, 2011, primarily due to new business and renewals related billings in the first quarter of 2012.

Operating activities provided $0.6 million of cash in the first quarter of 2011, which primarily resulted from our net loss of $14.5 million, due primarily to the significant investments we made to grow our business, adjusted for net non-cash charges of $7.0 million and changes in our operating assets and liabilities, primarily accounts receivable and deferred revenue.

Cash Flows from Investing Activities

As we continue to invest the proceeds from our IPO, cash used in investing activities of $37.8 million in the first quarter of 2012 primarily resulted from $34.4 million in purchases of marketable securities and $3.4 million used for purchases of property and equipment. We anticipate spending approximately $10 million for the purchase of property and equipment in 2012, primarily for the continued build-out of our data centers in order to scale our capacity with our revenue growth.

Cash Flows from Financing Activities

Cash used in financing activities of $1.2 million in the first quarter of 2012 resulted from $0.8 million in principal payments on our term debt, as well as $0.8 million in payments for offering expenses associated with our initial public offering in December 2011, which were accrued at December 31, 2011. Those payments were offset by $0.3 million in cash receipts related to stock option exercises.

 

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Debt Arrangements

Credit Facility

We have a $10.0 million revolving credit facility, which expires March 31, 2013. Pursuant to the terms of the agreement, we may borrow up to $10.0 million, subject to a borrowing base determined on eligible accounts receivable. In addition, the amount available to borrow against the revolving credit facility will be reduced by the value of any outstanding letters of credit. We may utilize letters of credit under the credit facility in amounts up to $2.0 million. At March 31, 2012, we had $0.3 million of outstanding letters of credit and the borrowing limit was $9.7 million, all of which was available. Interest accrues at the prime rate (3.25% at March 31, 2012) or the prime rate plus 0.25%, based on a financial covenant. The interest rate on this credit facility was 3.25% at March 31, 2012 and no amounts were outstanding. The agreement requires payment of a 0.375% per annum fee on the unused portion of the credit facility.

Term Loan

We have outstanding a $15.0 million senior term loan. Interest accrues at the prime rate plus 0.375% or 0.625%, based on a financial covenant. The interest rate on this loan at March 31, 2012 was 3.625%. Repayment began June 1, 2011, and is payable in 48 monthly installment payments. Each of the first 24 installment payments is $0.25 million, plus accrued interest; and each of the remaining 24 installment payments is $0.375 million, plus accrued interest. This loan matures June 1, 2015. There is no prepayment penalty for this loan. The principal outstanding at March 31, 2012 was $12.4 million.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to financial market risks, primarily changes in interest rates and currency exchange rates.

Interest Rate Risk

Our exposure to market risk for changes in interest rates primarily relates to our investments, our revolving credit facility and our variable-rate, long-term debt.

The primary objective of our investment activities is to preserve principal while maximizing yields without significantly increasing risk. This objective is accomplished by making diversified investments, consisting only of investment grade securities.

As of March 31, 2012, we held cash and cash equivalents and marketable securities of $178.1 million. Based on the nature of our marketable securities, a decline in interest rates over time would reduce our interest income, but would not have a material impact on our results of operations, financial position or cash flows, as we have classified our securities as available-for-sale and, therefore, may choose to sell or hold them as changes in the market occur. In addition, due to the nature of our highly liquid cash equivalents, a change in interest rates would not materially affect the fair value of our cash equivalents.

Our revolving credit facility and senior term loan bear interest at a variable rate tied to the prime rate. Based on amounts outstanding at March 31, 2012, a 10% increase in the prime rate would not materially increase our interest expense.

 

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Management, with the participation of our chief executive officer and our chief financial officer and review of our Audit Committee, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2012. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of March 31, 2012, our chief executive officer and chief financial officer and our Audit Committee concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended March 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1A. Risk Factors

Risks Related to our Business and Industry

We have a history of cumulative losses and we do not expect to be profitable for the foreseeable future.

We have incurred losses in each of the last five years, including a net loss of $50.8 million in 2011 and a net loss of $8.9 million in the first quarter of 2012. At March 31, 2012, we had an accumulated deficit of $113.7 million. As we continue to invest in infrastructure, development of our solutions and sales and marketing, our operating expenses will continue to increase. Additionally, to accommodate future growth, we are in the process of transitioning our customer data centers from a third-party service provider to a co-located facility managed by our internal hosting operations team. This transition has required and will continue to require significant up front capital expenditures and these costs and expenses will be incurred before we realize any associated incremental billings or revenues. As a result, our losses in future periods may be significantly greater than the losses we would incur if we developed our business more slowly. In addition, we may find that these efforts are more expensive than we currently anticipate or that they may not result in increases in our revenues or billings or provide the gross margin improvements we anticipated. Although we have experienced revenue growth in recent periods, you should not consider our recent revenue growth or growth rates as indicative of our future performance. We do not expect to be profitable on a GAAP basis in the foreseeable future and we cannot assure you that we will achieve profitability in the future or that, if we do become profitable, we will sustain profitability.

We have a limited operating history, which makes it difficult to predict our future operating results.

Although we were incorporated in 2001, our current platform, the Jive Engage Platform, was not introduced until 2007 and, at that time, we began offering our platform on a subscription basis for internal and external communities. As a result of our limited operating history, our ability to forecast our future operating results is limited and subject to a number of uncertainties, including our ability to plan for and model future growth.

 

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We have encountered and will encounter risks and uncertainties frequently experienced by growing companies in rapidly changing industries, such as the risks and uncertainties described in this report. If our assumptions regarding these uncertainties, which we use to plan our business, are incorrect or change in reaction to changes in our markets, or if we do not address these risks successfully, our operating and financial results could differ materially from our expectations and our business could suffer.

Our future growth is, in large part, dependent upon the widespread adoption of social business software by enterprises and it is difficult to forecast the rate at which this will happen.

Social business software for enterprises is at an early stage of technological and market development and the extent to which social business software will become widely adopted remains uncertain. It is difficult to predict customer adoption rates, customer demand for our platform, the future growth rate and size of this market or the entry of competitive solutions. Any expansion of the social business software market depends on a number of factors, including the cost, performance and perceived value associated with social business software. If social business software does not achieve widespread adoption, or there is a reduction in demand for social business software caused by a lack of customer acceptance, technological challenges, weakening economic conditions, competing technologies and products, decreases in corporate spending or otherwise, it could result in lower billings, reduced renewal rates and decreased revenue and our business could be adversely affected. Additionally, mergers or consolidations among our customers could reduce the number of our customers and could adversely affect our revenues and billings. In particular, if our customers are acquired by entities that are not our customers, or that use fewer of our solutions, or that have more favorable contract terms and choose to discontinue, reduce or change the terms of their use of our platform, our business and operating results could be materially and adversely affected.

Additionally, in May 2012 we launched “Try Jive”, a cloud-based offering targeted at making it easier for departments within a larger organization to try our platform. The goal of this cloud-based offering is to make it easy for customers to get started using Jive with the strategy of making it more likely to drive viral adoption within each customer. If this new offering is not successful, we may not achieve the revenue growth we anticipated to offset the investments we have made and our operating results could be adversely affected.

The market for social business software is in its early stages of development and intensely competitive, and if we do not compete effectively, our business would be harmed.

The market for social business software is relatively new, highly competitive and rapidly evolving with new competitors entering the market. We expect the competitive landscape to intensify in the future as a result of regularly evolving customer needs and frequent introductions of new products and services. We currently compete with large well-established multi-solution enterprise software vendors, stand-alone enterprise software application providers, and smaller software application vendors. Our primary competition currently comes from large well-established enterprise software vendors such as Microsoft Corporation and IBM Corporation, both of which are significantly larger than we are, have greater name recognition, larger customer bases, much longer operating histories, significantly greater financial, technical, sales, marketing and other resources, and are able to provide comprehensive business solutions that are broader in scope than the solutions we offer. These well-established vendors may have preexisting relationships with our existing and potential customers and to the extent our solutions are not viewed as being superior in features, function and integration or priced competitively to existing solutions, we might have difficulty displacing them. We also compete with stand-alone enterprise software applications that have begun adding social features to their existing offerings, including salesforce.com, inc. Some of these companies have large installed bases of active customers that may prefer to implement social business software solutions that are provided by an existing provider of customer management software, and these companies may be able to offer discounts and other pricing incentives that make their solutions more attractive. In addition, large social and professional networking providers with greater name recognition, financial resources and other resources may add social business applications to their existing applications, resulting in increased competition.

 

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Several early stage private social business software companies have obtained significant financing, which could enable these competitors to offer products at lower prices or at no cost, execute deeper and broader marketing programs, expand their product offerings and functionality in a rapid manner and significantly increase the size of their sales force; all of which could adversely affect our billings, revenues, and margins.

Some potential customers, particularly large enterprises, may elect to develop their own internal solutions. In addition, some of our competitors offer their solutions at a lower price or at no cost, which has resulted in pricing pressures and increased competition. If we are unable to price our solutions appropriately, our operating results could be negatively impacted. In addition, lower margins, pricing pressures and increased competition generally could result in reduced sales and billings, losses or the failure of our platform to achieve or maintain more widespread market acceptance, any of which could harm our business. Our current and potential competitors may also establish cooperative relationships among themselves or with third parties that may further enhance their product offerings or resources. Current or potential competitors may be acquired by third parties with greater available resources and as a result of such acquisitions, might be able to adapt more quickly to new technologies and customer needs, devote greater resources to the promotion or sale of their solutions, initiate or withstand substantial price competition, take advantage of other opportunities more readily or develop and expand their offerings more quickly than we do. If we are unable to compete effectively for a share of our market, our business, operating results and financial condition could be materially and adversely affected.

We cannot accurately predict new subscription, subscription renewal or upsell rates and the impact these rates may have on our future revenues and operating results.

In order for us to improve our operating results and continue to grow our business, it is important that we continually attract new customers and that existing customers renew their subscriptions with us when their existing contract term expires. Our existing customers have no contractual obligation to renew their subscriptions after the initial subscription period and we cannot accurately predict renewal rates. Our customers’ renewal rates may decline or fluctuate as a result of a number of factors, including, but not limited to, their satisfaction with our platform and our customer support, the level of usage of our platform within their enterprise, the frequency and severity of outages, our product uptime or latency, the pricing of our, or competing, software or professional services, the effects of global economic conditions, and reductions in spending levels or changes in our customers’ strategies regarding social collaboration tools. If our customers renew their subscriptions, they may renew for fewer users or page views, for shorter contract lengths, or on other terms that are less economically beneficial to us. If customers enter into shorter initial subscription periods, the risk of customers not renewing their subscriptions with us would increase and our billings may be adversely impacted. We have limited historical data with respect to rates of customer renewals, so we may not accurately predict future renewal trends. We cannot assure you that our customers will renew their subscriptions, and if our customers do not renew their agreements or renew on less favorable terms, our revenues may grow more slowly than expected or decline and our billings may be adversely impacted.

To the extent we are successful in increasing our customer base, we could incur increased losses because costs associated with generating customer agreements and performing services are generally incurred up front, while revenue is recognized ratably over the term of the agreement. This risk is particularly applicable for those customers who choose to deploy our platform in the public cloud. If new customers sign agreements with short initial subscription periods and do not renew their subscriptions, our operating results could be negatively impacted due to the up front expenses associated with our sales and implementation efforts. Alternatively, to the extent we are unsuccessful in increasing our customer base, we could also incur increased losses because costs associated with marketing programs and new products intended to attract new customers would not be offset by future incremental revenues and cash flow.

In order for us to improve our operating results, it is important that our customers make additional significant purchases of our functionality and offerings, including additional modules, users or page views, communities or professional services. If our customers do not purchase additional functionality or offerings, our revenues may grow more slowly than expected. Additionally, increasing incremental sales to our current customer base requires increasingly sophisticated and costly sales efforts that are targeted at senior management. We also invest various resources targeted at expanding the utilization rates of our platform. There can be no assurance that our efforts would result in increased sales to existing customers, or upsells, and additional revenue. If our efforts to upsell to our customers are not successful, our business would suffer.

 

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Additionally, our quarterly sales cycles are frequently more heavily weighted toward the end of the quarter, with an increased volume of sales in the last few weeks of the quarter. If this trend continues or becomes more weighted towards the end of the quarter, it could negatively impact the timing of recognized revenues, the timing of cash collections and delivery of professional services in subsequent periods. Furthermore, the concentration of contract negations in the last few weeks of the quarter could require us to hire additional sales, legal and finance employees.

Our quarterly results are likely to fluctuate due to a number of factors, and the value of our stock could decline substantially.

Our quarterly operating results are likely to fluctuate as a result of a variety of factors, many of which are outside our control. If our quarterly financial results fall below the expectations of investors or any securities analysts who follow our stock, the price of our common stock could decline substantially. Fluctuations in our quarterly financial results may be caused by a number of factors, including, but not limited to, the following:

 

   

the renewal rates for our platform;

 

   

upsell rates for our solutions and services;

 

   

changes in deferred revenue balances due to changes in the average duration of subscriptions, rate of renewals and the rate of new business growth;

 

   

changes in the mix of the average term length and payment terms;

 

   

order sizes in any given quarter;

 

   

the amount and timing of operating costs and capital expenditures related to the operations and expansion of our business;

 

   

changes in our pricing policies, whether initiated by us or as a response to competitive or other factors;

 

   

the cost and timing associated with, and management effort for, the introduction of new features to our platform;

 

   

the rate of expansion and productivity of our sales force;

 

   

the length of the sales cycle for our platform;

 

   

changes in our go-to-market strategy;

 

   

the success of our international expansion strategy;

 

   

new solution introductions by our competitors;

 

   

our success in selling our platform to large enterprises;

 

   

general economic conditions that may adversely affect either our customers’ ability or willingness to purchase additional subscriptions or a larger deployment, or hinder or delay a prospective customer’s purchasing decision, or reduce the value of new subscriptions, or affect renewal rates;

 

   

timing of additional investments in the development of our platform or deployment of our services;

 

   

disruptions in our hosting services or our inability to meet service level agreements and any resulting refunds to customers;

 

   

security breaches and potential financial penalties to customers and government entities;

 

   

purchases of new equipment and bandwidth in connection with planned data center expansion;

 

   

regulatory compliance costs;

 

   

the timing of customer payments and payment defaults by customers;

 

   

the impact on services margins as a result of the use of third party contractors to fulfill demand;

 

   

costs associated with acquisitions of companies and technologies;

 

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potential goodwill impairment charges related to prior acquisitions;

 

   

extraordinary expenses such as litigation or other dispute-related settlement payments;

 

   

the impact of new accounting pronouncements; and

 

   

the timing of stock awards to employees.

Additionally, our fourth quarter has historically been our strongest quarter for new billings and renewals. This pattern may be amplified over time if the number of customers with renewal dates occurring in the fourth quarter continues to increase. Furthermore, our quarterly sales cycles are frequently weighted toward the end of the quarter, with an increased volume of sales in the last few weeks of each quarter, which may impact our revenue and billings significantly.

We may fail to meet or exceed the expectations of securities analysts and investors, and the market price for our common stock could decline. If one or more of the securities analysts who cover us change their recommendation regarding our stock adversely, the market price for our common stock could decline. Additionally, our stock price may be based on expectations, estimates or forecasts of our future performance that may be unrealistic or may not be achieved. Further, our stock price may be affected by financial media, including press reports and blogs.

Due to our evolving business model, the rapid pace of technological change, the unpredictability of the emerging market in which we participate, and potential fluctuations in future general economic and financial market conditions, we may not be able to accurately forecast our rate of growth. We plan our expense levels and investments on estimates of future revenue and future anticipated rate of growth. We may not be able to adjust our spending quickly enough if the addition of new customers, the upsell rate for existing customers, or the price for which we are able to sell our platform is below our expectations. As a result, we expect that our billings, revenues, operating results and cash flows may fluctuate significantly and comparisons of our billings, revenues, operating results and cash flows may not be meaningful and should not be relied upon as an indication of future performance.

We believe that our quarterly operating results, including the levels of our revenues and billings, may vary significantly in the future and that period-to-period comparisons of our operating results may not be meaningful. You should not rely on the results of any one quarter as an indication of future performance.

Our sales cycle can be long and unpredictable, particularly with respect to large enterprises, and we may have to delay revenue recognition for some of the more complex transactions, which could harm our business and operating results.

The timing of our sales is difficult to predict. Our sales efforts involve educating our customers about the use, technical capabilities, security and benefits of our platform. Customers often undertake a prolonged product-evaluation process which frequently involves not only our solutions but also those of our competitors. As we continue to target our sales efforts at large enterprise customers, we will face greater costs, long sales cycles and less predictability in completing some of our sales. In this market segment, the customer’s decision to subscribe to our platform may be an enterprise-wide decision and, if so, may require us to provide even greater levels of education regarding the use and benefits of our platform. In addition, prospective enterprise customers may require customized features and functions unique to their business process and may require acceptance testing related to those unique features. As a result of these factors, these sales opportunities may require us to devote greater sales support and professional services resources to individual customers, increasing costs and time required to complete sales and diverting our own sales and professional services resources to a smaller number of larger transactions, while potentially requiring us to delay revenue recognition on some of these transactions until the acceptance requirements have been met.

 

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We rely on a third-party service provider to host some of our solutions and any interruptions or delays in services from this third party could impair the delivery of our products and harm our business.

We currently outsource some of our hosting services to SunGard Availability Services LP, or SunGard. These services are provided by three of SunGard’s data centers worldwide. We do not control the operation of SunGard’s facilities and therefore must rely on SunGard to ensure that our technology and customer data is adequately protected. SunGard’s facilities are vulnerable to damage or interruption from natural disasters, fires, power loss, telecommunications failures and similar events. They are also subject to employee negligence, break-ins, computer viruses, sabotage, intentional acts of vandalism and other misconduct. The occurrence of any of these disasters, a decision by SunGard to close the facilities without adequate notice or other unanticipated problems could result in lengthy interruptions in our service which would materially impact our customers’ use of our offerings and may result in financial penalties.

Additionally, we are in the process of transitioning a portion of our hosting services to a Jive managed hosting facility. This facility is subject to the same risks as those existing in our SunGard facilities as well as other risks inherent in the fact that we are now managing the infrastructure that hosts our customer communities. These risks include our failure to properly plan for our infrastructure capacity requirements and our inability obtain and maintain the technologies and personnel necessary to cause the hosting services to operate efficiently and in accordance with our contractual commitments including those pertaining to uptime and security.

Furthermore, the availability of our platform could be interrupted by a number of additional factors outside of our hosting facilities, including our customers’ inability to access the Internet, the failure of our network or software systems due to human or other error, security breaches or ability of the infrastructure to handle spikes in customer usage. We may be required to issue credits or refunds or indemnify or otherwise be liable to customers or third parties for damages that may occur resulting from certain of these events. For example, in January 2011, we experienced a hosting outage which impacted some of our customers for up to 14 hours. As a result of this outage, we provided service credits to certain customers. If we experience similar outages in the future, we may experience customer dissatisfaction and potential loss of confidence, which could harm our reputation and impact future revenues from these customers.

A rapid expansion of our business could cause our network or systems to fail.

In the future, we may need to expand our hosting operations at a more rapid pace than we have in the past, spend substantial amounts to purchase or lease data centers and equipment, upgrade our technology and infrastructure to handle increased customer demand and introduce new solutions. For example, if we secure a large customer or a group of customers which require significant amounts of bandwidth, storage, or computing power to enable their community, we may need to increase bandwidth, storage, server deployments, electrical power or other elements of our hosting operations and our existing systems may not be able to scale in a manner satisfactory to our existing or prospective customers. In addition, our sales expansion strategies in Asia and Latin America may require us to set up or partner with hosting providers in those regions, and we may have to spend substantial amounts to purchase or lease new data centers and equipment. Any such expansion could be expensive and complex and result in inefficiencies or operational failures and could reduce our margins.

Our transition from third-party hosted data centers for our public cloud customers to our own managed facilities is expensive and complex, and could result in inefficiencies or operational failure and increased risk.

Our transition from data centers managed by a third-party service provider to a co-located facility managed by our internal hosting operations team is complex, could result in operational inefficiencies or operational failures, and will require significant up front capital expenditures for equipment and infrastructure as well as increased personnel expense. We expect these investments will have a negative impact on margins in the near term. In this regard, we anticipate making capital expenditures of approximately $10.0 million in all of 2012 for purchases of hosting equipment, as well as for additional hosting services. If it takes longer than we expect to complete this transition, the negative impact on our operating results would likely exceed our initial expectations, particularly if the scope of the project grows and we deploy additional resources and hire additional personnel to complete the project. Additionally, to the extent that we are required to add data center capacity to accommodate customer demands for additional bandwidth or storage to enable their communities, we may need to significantly increase the bandwidth, storage, power or other elements of our hosting operations, and the costs associated with adjustments to our data center architecture could also negatively affect our margins and operating results.

 

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There is an increased risk that service interruptions may occur as a result of our data center transition or other unforeseen issues. Even after we transition our data centers, we will remain subject to the continued risks associated with data center operations, including security and privacy compliance, the maintenance of appropriate data security certifications, risks of disruptions or delays in services and other factors. Our failure to effectively manage these risks could damage our reputation and result in a financial liability or a loss of customers, which would harm our business and operating results.

If our security measures are breached or unauthorized access to customer data is otherwise obtained, our solutions may be perceived as not being secure, customers may reduce the use of or stop using our solutions and we may incur significant liabilities.

Our hosting operations involve the storage and transmission of customer data. Security breaches or unauthorized access of this data could result in the loss of this information, litigation, indemnity obligations and other liability. While we have security measures in place our systems and networks are subject to ongoing threats and therefore these security measures may be breached as a result of third-party action, including cyberattacks or other intentional misconduct by computer hackers, employee error, malfeasance or otherwise. This could result in one or more third parties obtaining unauthorized access to our customers’ data or our data, including intellectual property and other confidential business information. Third parties may also attempt to fraudulently induce employees or customers into disclosing sensitive information such as user names, passwords or other information in order to gain access to our customers’ data or our data, including intellectual property and other confidential business information.

Our hosting, support and professional services personnel sometimes must access customer communities to fulfill our contractual obligations to provide these services to our customers. This access may result in exposure to confidential customer data that is stored within our platform. If our personnel or our software systems were to permit unauthorized loss or access to this customer data, our reputation could be damaged and we could incur significant liability.

Additionally, while our platform is not intended for the transmission or storage of sensitive health, personal and financial information and we contractually prohibit our customers from doing so, we do not monitor or review the content that our customers upload and store within their communities. Therefore, we have no direct control over the substance of the content within our hosted communities. If customers use our platform for the transmission or storage of sensitive health, personal or financial information and our security measures are breached our reputation could be damaged, our business may suffer and we could incur significant liability as many domestic and international laws place a higher burden of care on organizations that transmit and process this type of information.

Because techniques used to obtain unauthorized access or sabotage systems change frequently and generally are not identified until they are launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. Any or all of these issues could negatively impact our ability to attract new customers and increase engagement by existing customers, cause existing customers to elect to not renew their subscriptions, subject us to third-party lawsuits, regulatory fines or other action or liability, thereby harming our operating results.

In addition, through the Jive Apps Market our customers may obtain third party applications which access the data stored within their community. Because we do not control the transmissions between our customers and these third-party technology providers, or the processing of such data by third-party technology providers, we cannot ensure the complete integrity or security of such transmissions or processing. Any security breach could result in a loss of confidence in the security of our service, damage our reputation, disrupt our business, lead to legal liability and negatively impact our future sales.

 

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Because our platform could be used to collect and store personal information of our customers’ employees or customers, privacy concerns could result in additional cost and liability to us or inhibit sales of our platform.

Personal privacy has become a significant issue in the United States and in many other countries where we offer our solutions. The regulatory framework for privacy issues worldwide is currently evolving and is likely to remain uncertain for the foreseeable future. Many federal, state and foreign government bodies and agencies have adopted or are considering adopting laws and regulations regarding the collection, use and disclosure of personal information. In the United States, these include rules and regulations promulgated under the authority of the Federal Trade Commission, the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and state breach notification laws. Internationally, virtually every jurisdiction in which we operate has established its own data security and privacy legal framework with which we or our customers must comply, including the Data Protection Directive established in the European Union, the Federal Data Protection Act recently passed in Germany and the European Directive 2002/58/EC (commonly known as the “EU Cookie Law”).

In addition to government regulation, privacy advocacy and industry groups may propose new and different self-regulatory standards that either legally or contractually apply to us. Because the interpretation and application of privacy and data protection laws are still uncertain, it is possible that these laws may be interpreted and applied in a manner that is inconsistent with our existing data management practices or the technological features of our solutions. If so, in addition to the possibility of fines, lawsuits and other claims, we could be required to fundamentally change our business activities and practices or modify our software, which could have an adverse effect on our business. Any inability to adequately address privacy concerns, even if unfounded, or comply with applicable privacy or data protection laws, regulations and policies, could result in additional cost and liability to us, damage our reputation, inhibit sales and harm our business.

Furthermore, the costs of compliance with, and other burdens imposed by, the laws, regulations, and policies that are applicable to the businesses of our customers may limit the use and adoption of, and reduce the overall demand for, our platform. Privacy concerns, whether valid or not valid, may inhibit market adoption of our platform particularly in certain industries and foreign countries.

We have experienced rapid growth in recent periods. If we fail to manage such growth and our future growth effectively, we may be unable to execute our business plan, maintain high levels of service or adequately address competitive challenges.

We have experienced significant growth in recent periods. For example, we grew from 159 employees at December 31, 2009 to 439 at March 31, 2012. This growth has placed, and any future growth may place, a significant strain on our management and operational infrastructure, including our hosting operations. Our success will depend, in part, on our ability to manage these changes effectively. We will need to continue to improve our operational, financial and management controls and our reporting systems and procedures. Failure to effectively manage growth could result in declines in quality or customer satisfaction, increases in costs, difficulties in introducing new features or other operational difficulties. Any failure to effectively manage growth could adversely impact our business and reputation.

 

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Changes in laws and/or regulations related to the Internet or related to privacy and data security concerns or changes in the Internet infrastructure itself may cause our business to suffer.

The future success of our business depends upon the continued use of the Internet as a primary medium for commerce, communication and business applications. Federal, state or foreign government bodies or agencies have in the past adopted, and may in the future adopt, laws or regulations affecting data privacy and the transmission of certain types of content using the Internet. For example, the State of California has adopted legislation requiring operators of commercial websites that collect personal information from California residents to conspicuously post and comply with privacy policies that satisfy certain requirements. Several other U.S. states have adopted legislation requiring companies to protect the security of personal information that they collect from consumers over the Internet, and more states may adopt similar legislation in the future. Additionally, the Federal Trade Commission has used its authority under Section 5 of the Federal Trade Commission Act to bring actions against companies for failing to maintain adequate security for personal information collected from consumers over the Internet and for failing to comply with privacy-related representations made to Internet users. The U.S. Congress has at various times proposed federal legislation intended to protect the privacy of Internet users and the security of personal information collected from Internet users that would impose additional compliance burdens upon companies collecting personal information from Internet users, and the U.S. Congress may adopt such legislation in the future, such as the Cyber Intelligence Sharing and Protection Act (“CISPA”) recently passed by the U.S. House of Representatives. The European Union also has adopted various directives regulating data privacy and security and the transmission of content using the Internet involving residents of the European Union, including those directives known as the Data Protection Directive, the E-Privacy Directive, and the Privacy and Electronic Communications Directive, and may adopt similar directives in the future. Several other countries, including Canada and several Latin American countries, have constitutional protections for, or have adopted legislation protecting, individuals’ personal information. Additionally, some federal, state, or foreign governmental bodies have established laws which seek to censor the transmission of certain types of content over the Internet, such as the German Multimedia Law of 1997. Increased enforcement of existing laws and regulations, as well as any laws, regulations, or changes that may be adopted or implemented in the future, could limit the growth of the use of public cloud applications or communications generally, result in a decline in the use of the Internet and the viability of Internet-based applications such as our public cloud solutions and reduce the demand for our social business software platform. Additionally, due to the complexity and diversity of these laws, our customers often include contractual obligations which can impose significant risk of termination and financial penalties if we fail to comply.

If we are not able to develop and introduce enhancements and new features that achieve market acceptance or that keep pace with technological developments, our business could be harmed.

We operate in a dynamic environment characterized by rapidly changing technologies and industry and legal standards. The introduction of new social business software solutions by our competitors, the market acceptance of solutions based on new or alternative technologies, or the emergence of new industry standards could render our platform obsolete. Our ability to compete successfully, attract new customers and increase revenue from existing customers depends in large part on our ability to enhance and improve our existing social business software platform and to continually introduce or acquire new features that are in demand by the market we serve. The success of any enhancement or new solution depends on several factors, including timely completion, adequate quality testing, introduction and market acceptance. Any new platform or feature that we develop or acquire may not be introduced in a timely or cost-effective manner, may contain defects or may not achieve the broad market acceptance necessary to generate significant revenue. If we are unable to anticipate or timely and successfully develop or acquire new offerings or features or enhance our existing platform to meet customer requirements, our business and operating results will be adversely affected.

In the second quarter of 2011, we launched our Jive Apps Market. We have devoted significant resources to the development of this new offering and we plan to continue to invest in its growth and adoption. The success of the Jive Apps Market depends, in part, on the willingness of third-party developers to build applications that are complementary to our platform. The Jive Apps Market, as well as other future initiatives, may present new and difficult technology challenges and end-users may choose not to adopt our new solutions, which would harm our operating results. Additionally, the Jive Apps Market includes applications that are built by third-party application developers. This may subject us to additional risks, including the risk that such applications, in particular those developed by smaller, independent developers, cause harm to our reputation and subject us to liability due to, for example, quality issues, the lack of sufficient security within the application, infringement of third-party intellectual property and the introduction of viruses, any of which could harm our business.

Additionally, in May 2012 we launched “Try Jive”, a cloud-based offering targeted at making it easier for departments within a larger organization to try our platform. The goal of this cloud-based offering is to make it easy for customers to get started using Jive with the strategy of making it more likely to drive viral adoption within each customer. If this new offering is not successful we may not achieve the revenue growth we anticipated to offset the investments we have made and our operating results could be adversely affected.

 

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Our platform must integrate with a variety of operating systems, software applications and hardware that are developed by others and, if we are unable to devote the necessary resources to ensure that our solutions interoperate with such software and hardware, we may fail to increase, or we may lose, market share and we may experience a weakening demand for our platform.

Our social business software platform must integrate with a variety of network, hardware and software platforms, including Microsoft Office, and we will need to continuously modify and enhance our platform to adapt to changes in Internet-related hardware, software, communication, browser and database technologies. Any failure of our solutions to operate effectively with future network platforms and technologies could reduce the demand for our platform, result in customer dissatisfaction and harm our business. If we are unable to respond in a timely manner to these changes in a cost-effective manner, our solutions may become less marketable and less competitive or obsolete and our operating results may be negatively impacted. In addition, an increasing number of individuals within the enterprise are utilizing devices other than personal computers, such as mobile phones and other handheld devices, to access the Internet and corporate resources and conduct business. If we cannot effectively make our platform available on these mobile devices, we may experience difficulty attracting and retaining customers.

We derive a substantial portion of our revenues from a single software platform.

We derive a substantial portion of our total revenues from sales of a single software platform, the Jive Engage Platform, and related modules. As such, any factor adversely affecting sales of this platform, including product release cycles, market acceptance, product competition, performance and reliability, reputation, price competition, and economic and market conditions, could harm our business and operating results.

Our business could be adversely affected if our customers are not satisfied with our implementation, customization or other professional services we provide.

Our business depends on our ability to satisfy our customers and meet our customers’ business needs. If a customer is not satisfied with the type of solutions and professional services we deliver, we could incur additional costs to remedy the situation, the profitability of that work might be impaired, and the customer’s dissatisfaction with our services could damage our ability to obtain additional services from that customer. If we are not able to accurately estimate the cost of services requested by the customer, it might result in providing services on a discounted basis or free of charge until customer satisfaction is achieved. In addition, negative publicity related to our customer relationships, regardless of its accuracy, may further damage our business by affecting our ability to compete for new business with current and prospective customers. Further, we have customer payment obligations not yet due that are attributable to software we have already delivered. These customer obligations are typically not cancelable, but will not yield the expected revenues and cash flow if the customer defaults and fails to pay amounts owed, which could have a negative impact on our financial condition and operating results.

Additionally, large enterprises may request or require customized features and functions unique to their particular business processes. If prospective large customers require customized features or functions that we do not offer, then the market for our platform will be more limited and our business could suffer. In addition, supporting large enterprise customers could require us to devote significant development services and support personnel and strain our personnel resources and infrastructure. If we are unable to address the needs of these customers in a timely fashion or further develop and enhance our platform, these customers may not renew their subscriptions, seek to terminate their relationship, renew on less favorable terms, or fail to purchase additional features. If any of these were to occur, our revenues and billings may decline and we may not realize significantly improved operating results.

 

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We might experience significant errors or security flaws in our platform.

Despite testing prior to their release, software products frequently contain undetected errors, defects or security vulnerabilities, especially when initially introduced or when new versions are released. Errors in our platform could affect the ability of our platform to work with other hardware or software products, impact functionality and delay the development or release of new solutions or new versions of solutions and adversely affect market acceptance of our platform. The detection and correction of any bugs or security flaws can be time consuming and costly. Some errors in our platform and related solutions may only be discovered after installation and use by customers. Any errors, defects or security vulnerabilities discovered after commercial release or contained in custom implementations could result in loss of revenues or delay in revenue recognition, loss of customers or increased service and warranty cost, any of which could adversely affect our business, financial condition and results of operations. Our platform has contained and may contain undetected errors, defects or security vulnerabilities that could result in data unavailability, data security breaches, data loss or corruption or other harm to our customers. Undiscovered vulnerabilities in our platform could expose them to hackers or other unscrupulous third parties who develop and deploy viruses, worms, and other malicious software programs that could attack our solutions, result in unauthorized access to customer data, or fraudulently induce individuals to provide their log-in credentials. Actual or perceived security vulnerabilities in our platform could result in contractual liability, harm our reputation and lead some customers to cancel subscriptions, reduce or delay future purchases or use competitive solutions.

Failure to adequately expand our direct sales force will impede our growth.

We will need to continue to expand and optimize our sales and marketing infrastructure in order to grow our customer base and our business. We plan to continue to expand our direct sales force, both domestically and internationally. Identifying and recruiting qualified personnel and training them in the use of our platform require significant time, expense and attention. It can take nine to 12 months or longer before our sales representatives are fully trained and productive. Our business may be harmed if our efforts to expand and train our direct sales force do not generate a corresponding significant increase in billings and revenues. In particular, if we are unable to hire, develop and retain talented sales personnel or if new direct sales personnel are unable to achieve desired productivity levels in a reasonable period of time, we may not be able to realize the expected benefits of this investment or increase our billings and revenues or grow our business.

Our growth depends in part on the success of our strategic relationships with third parties.

Our future growth will depend on our ability to enter into successful strategic relationships with third parties. For example, we are investing resources in building our indirect sales channel by establishing relationships with third-parties to facilitate incremental sales and to implement and customize our platform. In addition, we are also establishing relationships with other third-parties to develop integrations with compatible technology and content. These relationships may not result in additional customers or enable us to generate significant billings or revenues. Identifying partners as well as negotiating and documenting relationships with them requires significant time and resources. Our agreements for these relationships are typically non-exclusive and do not prohibit the other party from working with our competitors or from offering competing services. If we are unsuccessful in establishing or maintaining our relationships with these third parties, our ability to compete in the marketplace or to grow our revenues and billings could be impaired and our operating results would suffer. In particular, leveraging third party reseller and referral partner relationships is important to our strategy to expand our presence in the Latin America and Asia Pacific regions. If these relationships are not successful it could impede our growth in revenues and billings.

 

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Our use of open source technology could impose limitations on our ability to commercialize our platform.

We use open source software in our platform. The terms of various open source licenses have not been interpreted by the United States courts, and there is a risk that such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to market our platform. In such event, we could be required to seek licenses from third parties in order to continue offering our platform, to re-engineer our technology or to discontinue offering our platform in the event re-engineering cannot be accomplished on a timely basis, any of which could cause us to breach contracts, harm our reputation, result in customer losses or claims, increase our costs or otherwise adversely affect our business and operating results.

We may be sued by third parties for alleged infringement of their proprietary rights.

The software industry is characterized by the existence of a large number of patents, copyrights, trademarks, trade secrets and other intellectual property and proprietary rights. Recently, a number of large software, technology and social networking companies have become active in initiating litigation against competitors and other third parties. Companies in this industry are often required to defend against litigation claims that are based on allegations of infringement or other violations of intellectual property rights. Our technologies may not be able to withstand any third-party claims or rights against their use. As a result, our success depends upon our not infringing upon the intellectual property rights of others. Our competitors, as well as a number of other entities and individuals, may own or claim to own intellectual property relating to our industry. From time to time, third parties have claimed and may claim that we infringe upon their intellectual property rights, and we may be found to be infringing upon such rights. In the future, we may be the subject of claims that our platform and underlying technology infringe or violate the intellectual property rights of others. As a result of disclosure of information in filings required of a public company, our business and financial condition will become more visible, which we believe may result in threatened or actual litigation, including by competitors and other third parties. Any claims or litigation could cause us to incur significant expenses and, if successfully asserted against us, could require that we pay substantial damages or ongoing royalty payments, prevent us from offering our solutions, or require that we comply with other unfavorable terms. Even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and harm our business and operating results. As most of our customer and partner agreements obligate us to provide indemnification in connection with any such litigation and to obtain licenses, modify our platform, or refund fees, we have in the past been, and may in the future be, requested to indemnify our customers and business partners. We expect that the occurrence of infringement claims is likely to grow as the market for social business software grows. Accordingly, our exposure to damages resulting from infringement claims could be increased and this could further exhaust our financial and management resources.

The outcome of any litigation, regardless of its merits, is inherently uncertain. Any intellectual property claim or lawsuit could be time-consuming and expensive to resolve, divert management attention from executing our business plan and require us to change our technology, change our business practices and/or pay monetary damages or enter into short- or long-term royalty or licensing agreements. In addition, in certain circumstances, such as those in which the opposing parties are large and well-funded companies, we may face a more expensive and protracted path to resolution of such claims or lawsuits.

Any failure to protect our intellectual property rights could impair our ability to protect our proprietary technology and our brand.

Our success and ability to compete depend in part upon our intellectual property. We primarily rely on a combination of copyright, trade secret and trademark laws, as well as confidentiality procedures and contractual restrictions with our employees, customers, partners and others to establish and protect our intellectual property rights. However, the steps we take to protect our intellectual property rights may be inadequate or we may be unable to secure intellectual property protection for all of our solutions. In particular, we have only recently begun to implement a strategy to seek patent protection for our technology.

 

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Moreover, others may independently develop technologies that are competitive to ours or infringe our intellectual property. The enforcement of our intellectual property rights also depends on our legal actions against these infringers being successful, but we cannot be sure these actions will be successful, even when our rights have been infringed. If we fail to protect our intellectual property rights adequately, our competitors might gain access to our technology, and our business and operating results might be harmed. In addition, defending our intellectual property rights might entail significant expense and the diversion of management resources. Any of our intellectual property rights may be challenged by others or invalidated through administrative process or litigation. Any patents issued in the future may not provide us with competitive advantages, or may be successfully challenged by third parties.

Furthermore, legal standards relating to the validity, enforceability and scope of protection of intellectual property rights are uncertain. Effective protection of our intellectual property may not be available to us in every country in which our solutions are available. The laws of some foreign countries may not be as protective of intellectual property rights as those in the United States, and mechanisms for enforcement of intellectual property rights may be inadequate. Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon or misappropriating our intellectual property.

We might be required to spend significant resources to monitor and protect our intellectual property rights, and our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights. Litigation to protect and enforce our intellectual property rights could be costly, time-consuming and distracting to management, whether or not it is resolved in our favor, and could ultimately result in the impairment or loss of portions of our intellectual property.

Because we generally recognize revenue from subscriptions for our platform ratably over the term of the agreement, near term changes in sales may not be reflected immediately in our operating results.

We generally recognize revenue from customers ratably over the term of their agreements, which range from 12 to 36 months. As a result, most of the revenue we report in each quarter is derived from the recognition of deferred revenue relating to subscription agreements entered into during previous quarters or years. Consequently, a decline in new or renewed subscriptions in any one quarter is not likely to be reflected immediately in our revenue results for that quarter. Such declines, however, would negatively affect our revenue in future periods and the effect of significant downturns in sales and market acceptance of our solutions, and potential changes in our rate of renewals, may not be fully reflected in our results of operations until future periods. Our subscription model also makes it difficult for us to rapidly increase our total revenues through additional sales in any period, as revenue from new customers must be recognized over the applicable subscription term. In some instances, our customers choose to pre-pay the entire term of their multi-year subscriptions up front. As a result, billings can fluctuate significantly from quarter to quarter.

Because our long-term success depends, in part, on our ability to expand our sales to customers outside the United States, our business will be susceptible to risks associated with international operations.

We sell our platform primarily through our direct sales organization, which is comprised of inside sales and field sales personnel and is located in a variety of geographic regions, including the U.S., South America and Europe. We also intend to expand into Asia in 2012. Sales outside of the U.S. represented approximately 21% and 20% of our total revenues for 2011 and 2010, respectively and 22% for the first quarter of 2012. As we continue to expand the sale of our social business software platform to customers located outside the U.S., our business will be increasingly susceptible to risks associated with international operations. However, we have a limited operating history outside the U.S., and our ability to manage our business and conduct our operations internationally requires considerable management attention and resources and is subject to particular challenges of supporting a rapidly growing business in an environment of diverse cultures, languages, customs, tax laws, legal systems, alternate dispute systems and regulatory systems. The risks and challenges associated with international expansion include:

 

   

continued localization of our platform, including translation into foreign languages and associated expenses;

 

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laws and business practices favoring local competitors;

 

   

compliance with multiple, conflicting and changing governmental laws and regulations, including employment, tax, privacy and data protection laws and regulations;

 

   

compliance with anti-bribery laws, including compliance with the Foreign Corrupt Practices Act;

 

   

regional data privacy laws that apply to the transmission of our customers’ data across international borders;

 

   

ability to provide local hosting services;

 

   

different pricing environments, including invoicing and collecting in foreign currencies and associated foreign currency exposure;

 

   

difficulties in staffing and managing foreign operations and the increased travel, infrastructure and legal compliance costs associated with international operations;

 

   

different or lesser protection of our intellectual property rights;

 

   

difficulties in enforcing contracts and collecting accounts receivable, longer payment cycles and other collection difficulties; and

 

   

regional economic and political conditions.

Additionally, a substantial majority of our international customers currently pay us in U.S. dollars and, as a result, fluctuations in the value of the U.S. dollar and foreign currencies may make our platform more expensive for international customers, which could harm our business. In the future, an increasing number of our customers may pay us in foreign currencies. Any fluctuation in the exchange rate of these foreign currencies may negatively impact our business. If we are unable to successfully manage the challenges of international operations and expansion, our growth could be limited, and our business and operating results could be adversely affected.

We may continue to acquire or invest in other companies or technologies in the future, which could divert management’s attention, result in additional dilution to our stockholders, increase expenses, disrupt our operations and harm our operating results.

We have in the past acquired, and we may in the future acquire or invest in, businesses, products or technologies that we believe could complement or expand our platform, enhance our technical capabilities or otherwise offer growth opportunities. We cannot assure you that we will realize the anticipated benefits of these or any future acquisition. The pursuit of potential acquisitions may divert the attention of management and cause us to incur various expenses related to identifying, investigating and pursuing suitable acquisitions, whether or not they are consummated.

There are inherent risks in integrating and managing acquisitions. If we acquire additional businesses, we may not be able to assimilate or integrate the acquired personnel, operations and technologies successfully or effectively manage the combined business following the acquisition. We also may not achieve the anticipated benefits from the acquired business due to a number of factors, including:

 

   

unanticipated costs or liabilities associated with the acquisition;

 

   

incurrence of acquisition-related costs, which would be recognized as a current period expense;

 

   

inability to generate sufficient revenues to offset acquisition or investment costs;

 

   

the inability to maintain relationships with customers and partners of the acquired business;

 

   

the difficulty of incorporating acquired technology and rights into our platform and of maintaining quality standards consistent with our brand;

 

   

delays in customer purchases due to uncertainty related to any acquisition;

 

   

the need to implement additional controls, procedures and policies;

 

   

challenges caused by distance, language and cultural differences;

 

   

harm to our existing business relationships with business partners and customers as a result of the acquisition;

 

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the potential loss of key employees;

 

   

use of resources that are needed in other parts of our business;

 

   

the inability to recognize acquired revenues in accordance with our revenue recognition policies, and the loss of acquired deferred revenue; and

 

   

use of substantial portions of our available cash or the incurrence of debt to consummate the acquisition.

In addition, a significant portion of the purchase price of companies we acquire may be allocated to goodwill and other intangible assets, which must be assessed for impairment at least annually. Also, contingent considerations related to acquisitions will be remeasured to fair value at each reporting period, with any changes in the value recorded as income or expense. In the future, if our acquisitions do not yield expected returns, we may be required to take charges to our operating results based on the impairment assessment process, which could harm our results of operations.

Acquisitions could also result in dilutive issuances of equity securities or the incurrence of debt, which could adversely affect our operating results. In addition, if an acquired business fails to meet our expectations, our operating results, business and financial condition may suffer.

Weakened global economic conditions may adversely affect our industry, business and results of operations in ways that may be hard to predict or defend against.

Our overall performance depends in part on domestic and worldwide economic conditions, which may remain challenging for the foreseeable future. Financial developments seemingly unrelated to us or to our industry may adversely affect us over the course of time. The U.S. and other key international economies have been impacted by threatened sovereign defaults and ratings downgrades, falling demand for a variety of goods and services, restricted credit, going concern threats to major multinational companies, poor liquidity, reduced corporate profitability, volatility in credit, equity and foreign exchange markets, bankruptcies and overall uncertainty. These conditions affect the rate of information technology spending and could adversely affect our customers’ ability or willingness to purchase our social business software platform, delay prospective customers’ purchasing decisions, reduce the value or duration of their subscriptions, or affect renewal rates, all of which could adversely affect our operating results. We cannot predict the timing, strength or duration of the economic recovery or any subsequent economic slowdown, worldwide, in the United States, or in our industry.

Catastrophic events may disrupt our business.

Our corporate headquarters are located in Palo Alto, California, a high portion of our technology and services personnel are located in our Portland, Oregon office, and we are in the process of transitioning our data centers to a co-located facility located along the West Coast of the United States. The West Coast, and California in particular, are active earthquake zones. Additionally, we rely on our network and third-party infrastructure and enterprise applications, internal technology systems and our website for our development, marketing, operational, support, hosted services and sales activities. In the event of a major earthquake or catastrophic event such as fire, power loss, telecommunications failure, cyber attack, war or terrorist attack, we may be unable to continue our corporate operations and may endure system interruptions, reputational harm, loss of intellectual property, contractual and financial liabilities, delays in our product development, lengthy interruptions in our services, breaches of data security and loss of critical data, all of which could harm our future operating results.

Although we back up customer data stored on our systems at least daily to a geographically distinct location, the data is not mirrored in real-time to this site. Thus, in the event of a physical disaster, or certain other failures of our computing infrastructure, customer data from very recent transactions may be permanently lost. Further, our full production infrastructure is not mirrored to a geographically distinct location and thus in the event of a disaster, production capacity may be impacted for an extended amount of time while the infrastructure is procured and rebuilt and data is restored.

 

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We might require additional capital to support business growth, and this capital might not be available on acceptable terms, if at all.

We intend to continue to make investments to support our business growth and may require additional funds to respond to business challenges, including the need to develop new solutions or enhance our existing solutions, enhance our operating infrastructure and acquire complementary businesses and technologies. Accordingly, we may need to engage in equity or debt financings to secure additional funds. If we raise additional funds through further issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock. Any debt financing secured by us in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. In addition, we may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly limited, and our business, operating results, financial condition and prospects could be adversely affected.

The forecasts of market growth included in this document may prove to be inaccurate, and even if the markets in which we compete achieve the forecasted growth, we cannot assure you our business will grow at similar rates, if at all.

Growth forecasts are subject to significant uncertainty and are based on assumptions and estimates which may not prove to be accurate. Forecasts relating to the expected growth in the social business software market and other markets may prove to be inaccurate. Even if these markets experience the forecasted growth, we may not grow our business at similar rates, or at all. Our growth is subject to many factors, including our success in implementing our business strategy, which is subject to many risks and uncertainties.

There are limitations on the effectiveness of controls and the failure of our control systems may materially and adversely impact us.

We do not expect that disclosure controls or internal controls over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Failure of our control systems to prevent error or fraud could materially and adversely impact us.

The intended operational and tax benefits of our corporate structure and intercompany arrangements depend on the application of the tax laws of various jurisdictions and how we operate our business, and may be challenged by tax authorities.

Our corporate structure and intercompany agreements with our foreign subsidiaries are intended to optimize our operating structure and our worldwide effective tax rate, including the manner in which we develop and use our intellectual property, manage our cash flow, and the pricing of our intercompany transactions. Our foreign subsidiaries operate under cost plus transfer pricing agreements with us. These agreements provide for sales, support and development activities for our benefit. The taxing authorities of the jurisdictions in which we operate may challenge our methodologies for valuing technology or our transfer pricing arrangements, or determine that the manner in which we operate our business does not achieve the intended tax objectives, which could increase our international tax exposure and harm our operating results.

 

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We depend on our senior management team, and the loss of one or more key employees or groups could harm our business and prevent us from implementing our business plan in a timely manner.

Our success depends largely upon the continued services of our executive officers, which includes key leadership in the areas of research and development, marketing, sales, services and the general and administrative functions. From time to time, there may be changes in our executive management team resulting from the hiring or departure of executives, which could disrupt our business. We are also substantially dependent on the continued service of our existing development personnel because of the complexity of our platform and other solutions.

Our personnel do not have employment arrangements that require these personnel to continue to work for us for any specified period and, therefore, they could terminate their employment with us at any time. We do not maintain key person life insurance policies on any of our employees. The loss of one or more of our key employees or groups could seriously harm our business.

Because competition for our target employees is intense, we may not be able to attract and retain the highly skilled employees we need to support our operations and growing customer base.

Our future success will depend on our continued ability to identify, hire, develop, motivate and retain talent. In the software industry, there is substantial and continuous competition for software engineers with high levels of experience in designing, developing and managing software, as well as competition for sales executives and operations personnel. We may not be successful in attracting and retaining qualified personnel. We have, from time to time, experienced, and we expect to continue to experience, difficulty in hiring and retaining highly skilled employees with appropriate qualifications. In addition, job candidates and existing employees often consider the value of the stock awards they receive in connection with their employment. If the perceived value of our stock declines, it may adversely affect our ability to retain highly skilled employees. In addition, since we expense all stock-based compensation, we may periodically change our stock compensation practices, which may include reducing the number of employees eligible for options or reducing the size of equity awards granted per employee. If we fail to attract new personnel or fail to retain and motivate our current personnel, our business and future growth prospects could be severely harmed.

If we cannot maintain our corporate culture as we grow, we could lose the innovation, teamwork, passion and focus on execution that we believe contribute to our success, and our business may be harmed.

We believe that a critical component to our success has been our corporate culture. We have invested substantial time and resources in building our team. As we continue to grow and develop the infrastructure associated with being a public company, we may find it difficult to maintain these important aspects of our corporate culture. Any failure to preserve our culture could negatively affect our future success, including our ability to retain and recruit personnel and to effectively focus on and pursue our corporate objectives.

The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members particularly after we are no longer an “emerging growth company.”

As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, the listing requirements of the Nasdaq Global Market on which our common stock trades and other applicable securities rules and regulations. Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources. The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and operating results and maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may be required. As a result, management’s attention may be diverted from other business concerns, which could harm our business and operating results. Although we have already hired additional employees to comply with these requirements, we may need to hire more employees in the future, which will increase our costs and expenses.

 

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In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies, regulatory authorities may initiate legal proceedings against us and our business may be harmed.

We also expect that the combination of being a public company and the existence of these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified executive officers as well as qualified members of our board of directors, particularly to serve on our Audit Committee and Compensation Committee.

However, for as long as we remain an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies”. These exemptions include but are not limited to not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We may take advantage of these reporting exemptions until we are no longer an “emerging growth company.”

Under the Jumpstart Our Business Startups Act, “emerging growth companies” can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail ourself of this exemption from new or revised accounting standards and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not “emerging growth companies.”

We will remain an “emerging growth company” for up to five years, although if the market value of our common stock that is held by non-affiliates exceeds $700 million as of any June 30 before that time, we would cease to be an “emerging growth company” as of the following December 31.

We are obligated to develop and maintain proper and effective internal controls over financial reporting. We may not complete our analysis of our internal controls over financial reporting in a timely manner, or these internal controls may not be determined to be effective, which may adversely affect investor confidence in our company and, as a result, the value of our common stock. 

If we cease to be an “emerging growth company,” we will be required, pursuant to the Exchange Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financials as of December 31 of the earlier of the year we crease to be an “emerging growth company” or 2016. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting, as well as a statement that our auditors have issued an attestation report on our management’s assessment of our internal controls.

 

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The effort required to compile the system and processing documentation necessary to perform the evaluation needed to provide these reports is a costly and challenging process. We may not be able to complete our evaluation, testing and any required remediation in a timely fashion. During the evaluation and testing process, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to assert that our internal controls are effective. If we are unable to assert that our internal control over financial reporting is effective, or if our auditors are unable to attest to management’s report on the effectiveness of our internal controls, we could lose investor confidence in the accuracy and completeness of our financial reports, which would cause the price of our common stock to decline.

Risk Related to our Ownership of our Common Stock

The market price of our common stock is likely to be volatile and could subject us to litigation.

The trading prices of the securities of technology companies have been highly volatile. Accordingly, the market price of our common stock has been, and is likely to continue to be, subject to wide fluctuations. Factors affecting the market price of our common stock include:

 

   

variations in our billings, renewal rates, operating results, cash flow, loss per share and how these results compare to analyst expectations;

 

   

the net increase in the number of customers acquired, either independently or as compared with published expectations of analysts that cover us;

 

   

forward looking guidance on revenue and loss per share;

 

   

announcements of technological innovations, new products or services, strategic alliances or significant agreements by us or by our competitors;

 

   

disruptions in our public cloud service;

 

   

the economy as a whole, market conditions in our industry, and the industries of our customers; and

 

   

any other factors discussed herein.

In addition, if the market for technology stocks, especially social media related stocks, or the stock market in general experiences uneven investor confidence, the market price of our common stock could decline for reasons unrelated to our business, operating results or financial condition. The market price for our stock might also decline in reaction to events that affect other companies within, or outside, our industry, even if these events do not directly affect us. Some companies that have experienced volatility in the trading price of their stock have been subject of securities litigation. If we are the subject of such litigation, it could result in substantial costs and a diversion of management’s attention and resources.

We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we will rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

 

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Our charter documents and Delaware law could discourage takeover attempts and lead to management entrenchment.

Our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that could delay or prevent a change in control of our company. These provisions could also make it difficult for stockholders to elect directors that are not nominated by the current members of our board of directors or take other corporate actions, including effecting changes in our management. These provisions include:

 

   

a classified board of directors with three-year staggered terms, which could delay the ability of stockholders to change the membership of a majority of our board of directors;

 

   

the ability of our board of directors to issue shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquiror;

 

   

the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of our board of directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors;

 

   

a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;

 

   

the requirement that a special meeting of stockholders may be called only by the chairman of our board of directors, our president, our secretary, or a majority vote of our board of directors, which could delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors;

 

   

the requirement for the affirmative vote of holders of at least 66 2/3 percent of the voting power of all of the then outstanding shares of the voting stock, voting together as a single class, to amend the provisions of our amended and restated certificate of incorporation relating to the issuance of preferred stock and management of our business or our amended and restated bylaws, which may inhibit the ability of an acquiror to effect such amendments to facilitate an unsolicited takeover attempt;

 

   

the ability of our board of directors, by majority vote, to amend the bylaws, which may allow our board of directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquiror to amend the bylaws to facilitate an unsolicited takeover attempt; and

 

   

advance notice procedures with which stockholders must comply to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the acquiror’s own slate of directors or otherwise attempting to obtain control of us.

In addition, as a Delaware corporation, we are subject to Section 203 of the Delaware General Corporation Law. These provisions may prohibit large stockholders, in particular those owning 15% or more of our outstanding voting stock, from merging or combining with us for a certain period of time.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Use of Proceeds

We filed a registration statement on Form S-1, File No. 333-176483 for an initial public offering of common stock, which was declared effective by the Securities and Exchange Commission on December 12, 2011. In that offering, we sold an aggregate of 12.1 million shares of our common stock with net offering proceeds of $131.4 million. No payments were made to our directors or officers or their associates, holders of 10% or more of any class of our equity securities or to any affiliates.

As of March 31, 2012, we had used approximately $19 million of those proceeds for the repayment of indebtedness. We currently intend to use the remaining proceeds for general corporate purposes as described in the prospectus for the offering.

 

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Item 6. Exhibits

The following exhibits are filed herewith or incorporated by reference hereto and this list is intended to constitute the exhibit index:

 

    3.1   Amended and Restated Certificate of Incorporation.(1)
    3.2   Amended and Restated Bylaws.(1)
  31.1*   Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of The Sarbanes-Oxley Act of 2002.
  31.2*   Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of The Sarbanes-Oxley Act of 2002.
  32.1*   Certification of Chief Executive Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.
  32.2*   Certification of Chief Financial Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.
101.INS**   XBRL Instance Document.
101.SCH**   XBRL Taxonomy Extension Schema Document.
101.CAL**   XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB**   XBRL Taxonomy Extension Label Linkbase Document.
101.PRE**   XBRL Taxonomy Extension Presentation Linkbase Document.
*   Furnished herewith.
**   Pursuant to Rule 406T of Regulation S-T, the Interactive data Files on Exhibit 101, submitted electronically herewith, are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 or the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

 

(1) Incorporated by reference to Form S-1 file number 333-176483 as declared effective by the Securities and Exchange Commission on December 12, 2011.

 

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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 thereunto duly authorized.

 

    JIVE SOFTWARE, INC.
Dated: May 9, 2012  

/s/ ANTHONY ZINGALE

  Anthony Zingale
  Chief Executive Officer
  (Principal Executive Officer)
 

/s/ BRYAN LEBLANC

  Bryan LeBlanc
  Chief Financial Officer
  (Principal Financial and Accounting Officer)

 

43

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