Close

Form 8-K MERU NETWORKS INC For: Oct 27

October 27, 2014 4:12 PM EDT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

Form 8-K

Current Report

Pursuant to Section�13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):�October 27, 2014

Meru Networks, Inc.

(Exact name of registrant as specified in its charter)

001-34659

(Commission File Number)

Delaware 26-0049840

(State or other jurisdiction

of incorporation)

(I.R.S. Employer

Identification�No.)

894 Ross Drive, Sunnyvale, California 94089

(Address of principal executive offices, with zip code)

(408) 215-5300

(Registrant�s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item�2.02 Results of Operations and Financial Condition.

On October�27, 2014, Meru Networks, Inc. (the �Company�) issued a press release reporting its financial results for the quarter ended September�30, 2014. A copy of the press release is furnished herewith as Exhibit�99.1.

The information in Item�2.02 of this Current Report, including Exhibit�99.1, is being furnished and shall not be deemed �filed� for purposes of Section�18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections�11 and 12(a)(2) of the Securities Act of 1933, as amended. The information in this Item�2.02 and the accompanying exhibit shall not be incorporated by reference in any registration statement or other document filed by the Company with the Securities and Exchange Commission, whether made before or after the date of this Current Report, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such a filing.

Item�9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit�No.

��

Exhibit Title or Description

99.1 �� Press release dated October 27, 2014.

2


SIGNATURES

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

MERU NETWORKS, INC.
Date: October�27, 2014 By:

/S/����Brian�R.�McDonald

Brian R. McDonald
Chief�Financial�and�Administrative�Officer

3


EXHIBIT INDEX

Exhibit�No.

��

Description

99.1 �� Press release dated October 27, 2014.

4

LOGO

Meru Networks Reports Q3 2014 Financial Results

Cash and cash equivalents increased by $3.0 million sequentially

First Wi-Fi vendor to achieve Microsoft Lync certification for its 11ac solutions

SUNNYVALE, Calif., October 27, 2014 � Meru Networks, Inc. (NASDAQ: MERU), a leader in intelligent Wi-Fi networking and the only wireless LAN vendor to have received certification of OpenFlow conformance, today announced its financial results for the third quarter ended September�30, 2014.

Third Quarter 2014 Financial Results

Total revenues for the third quarter of 2014 were $25.0�million, up 2.5% from $24.4 million�in the third quarter of 2013. Product revenues for the third quarter of 2014 were $20.4 million, up 4.0% from the $19.6 million reported in the third quarter of 2013.

Net loss as reported in accordance with GAAP was�$3.3 million�for the third quarter of 2014, or a net loss of�($0.14) per basic and diluted share, compared to a net loss of�$3.6�million, or a net loss of�($0.16) per basic and diluted share, for the same period of 2013.

Meru reported a third quarter 2014 non-GAAP net loss of $1.9 million, or ($0.08)�loss per basic and diluted share, compared to a non-GAAP net loss of $2.1 million, or ($0.09) loss per basic and diluted share, for the same period of 2013. Non-GAAP results for the third quarter of 2014 exclude the impact of stock-based compensation expense of $1.4�million and amortization of intangible assets and issuance cost totaling $0.1�million.�Non-GAAP results for the third quarter of 2013 exclude the impact of stock-based compensation expense of $1.3�million and amortization of other intangibles of $0.1 million. Please refer to the reconciliation of Meru�s GAAP to non-GAAP results provided at the end of this release.

�Our 11ac products continue to be well received in the market,� said Dr.�Bami Bastani, president and CEO, Meru Networks. �In addition to transitioning our current customers to 11ac products, we are winning new customers as they migrate to this new standard.�

�Meru also has an early lead in SDN and support for unified communications which, along with our planned entry into the SMB market segment, position Meru to take advantage of markets that are expected to grow rapidly over the next few years,� he continued.


LOGO

Conference Call Information

Meru will host a conference call for analysts and investors to discuss its third quarter 2014 results today,�October 27,�at�2:00 p.m. Pacific Time�(5:00 p.m. Eastern Time).�To join the live call, individuals may do so by dialing (877)�852-2926 for domestic callers and (253)�237-1123 for international callers. The conference ID for the call is 13926082.

The live and archived webcast of the third quarter 2014 financial results conference call will also be available at the investor relations section of Meru�s website at http://investors.merunetworks.com.

About Meru Networks

Meru Networks�(NASDAQ: MERU) is a leader in intelligent 802.11ac Wi-Fi solutions delivering uninterrupted user experience for education, healthcare, hospitality and enterprise. The Meru open-standards-based architecture is designed to enable unified management of wired and wireless networks. Its end-to-end application QoS enables enforceable service-level agreements. Meru provides�top performance and high capacity in high-density environments. Visit�www.merunetworks.com�or call (408)�215-5300 for more information.

2014�Meru Networks. Meru and�Meru Networks�are registered trademarks and the Meru logo is a trademark of�Meru Networks, Inc.�in�the United States. Microsoft and Lync are either registered trademarks or trademarks of Microsoft Corporation in the United States and/or other countries. OpenFlow is a trademark of the�Open Networking Foundation.

Cautionary Statement Regarding Forward Looking Statements

All statements other than statements of historical facts are statements that can be deemed forward-looking statements, including any statements of expectations or beliefs.�These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those in the forward looking statements. Risks and uncertainties that could cause our results to differ materially from those expressed or implied by such forward-looking statements include, among others: business and economic conditions and growth trends in the networking industry, our vertical markets and various geographic regions; competition in the industry; our future capital needs may change; changes in overall information technology spending; failure to develop new products; and those risks and uncertainties described in documents filed with or furnished to the�Securities and Exchange Commission (�SEC�) by Meru, including under the caption �Risk Factors� in Meru�s Quarterly Report on Form�10-Q filed with the�SEC�on�July 31, 2014, and any subsequent reports filed with the�SEC. All forward-looking statements in this press release are based on information available to Meru as of the date hereof, and Meru assumes no obligation to update these forward-looking statements, except as required by law.


LOGO

Non-GAAP Financial Measures

In addition to reporting financial results in accordance with generally accepted accounting principles, or GAAP, the Company believes it is appropriate to report certain non-GAAP financial measures.

The Company�s non-GAAP financial measures include the adjustments as follows:

Stock-Based Compensation.�When evaluating the performance of its consolidated results,�Meru�does not consider stock-based compensation charges. Likewise, the�Meru management team excludes stock-based compensation expense from its operating plans. In contrast, the�Meru�management team is held accountable for cash-based compensation and such amounts are included in its operating plans. Further, when considering the impact of equity award grants,�Meru�places a greater emphasis on overall stockholder dilution rather than the accounting charges associated with such grants.�Meru�believes it is useful to provide a non-GAAP financial measure that excludes stock-based compensation in order to better understand the long-term performance of its business.

Restructuring Costs. The Company excludes restructuring costs because such charges are isolated one-time charges and the Company does not expect them to recur in the ordinary course of its business.�The Company further believes those charges are not directly related to its ongoing business results and do not reflect expected future operating expenses.

Amortization of intangible assets. The Company excludes amortization of acquired intangible assets because it is non-cash in nature and because the Company believes that the non-GAAP financial measures excluding this item provide meaningful supplemental information regarding operational performance and liquidity. In addition, excluding this item from various non-GAAP measures facilitates internal comparisons to historical operating results and comparisons to competitors� operating results.

Amortization of a common stock warrant issued in connection with debt financing.�The Company excludes amortization of a common stock warrant issued in connection with debt financing when evaluating the performance of its consolidated results because the Company believes these costs are unusual in nature and the Company does not expect them to recur in the ordinary course of its business.�The Company further believes these costs are unrelated to the ongoing operation of the business in the ordinary course.


LOGO

The Company�s non-GAAP financial measures include the following:

Non-GAAP net loss - Non-GAAP net loss is net loss as reported on the Company�s condensed consolidated statements of operations, excluding the impact of stock-based compensation expense, restructuring costs, amortization of intangible assets related to the Company�s acquisition of Identity Networks and amortization of the fair value of a common stock warrant issued in connection with debt financing.

Non-GAAP net loss per share of common stock, basic and diluted - Non-GAAP net loss per share of common stock, basic and diluted is net loss per share of common stock, basic, as reported on the Company�s condensed consolidated statements of operations excluding the impact of stock-based compensation expense, restructuring costs, amortization of intangible assets related to the Company�s acquisition of Identity Networks, and amortization of the fair value of a common stock warrant issued in connection with debt financing.

Non-GAAP Gross margin - Non-GAAP Gross margin is gross margin as reported on the Company�s condensed consolidated statements of operations excluding the impact of stock-based compensation expense and amortization of intangible assets related to the Company�s acquisition of Identity Networks.

Non-GAAP loss from operations - Non-GAAP loss from operations is loss from operations as reported on the Company�s condensed consolidated statements of operations, excluding impact of stock-based compensation expense, restructuring costs, and amortization of intangible assets related to the Company�s acquisition of Identity Networks.

Meru believes that its non-GAAP measures provide useful information to management and investors regarding financial and business trends relating to its financial condition and results of operations. Meru also believes the non-GAAP measures provide useful supplemental information for investors to evaluate its operating results in the same manner as the research analysts that follow Meru, all of whom will present non-GAAP projections in their published reports. As such, the non-GAAP measures provided by Meru facilitate a more direct comparison of its performance with the financial projections published by the analysts as well as its competitors, many of whom report financial results on a non-GAAP basis. The economic substance behind Meru�s decision to use such non-GAAP measures is that such measures approximate its controllable


LOGO

operating performance more closely than the most directly comparable GAAP financial measures. For example, Meru�s management has no control over certain variables that have a major influence in the determination of stock-based compensation such as the volatility of its stock price and changing interest rates. In addition, Meru�s management does not consider the amortization of intangible assets related to the Company�s acquisition of Identity Networks relevant when comparing its performance to prior periods. Meru believes that all of these excluded expenses do not accurately reflect the underlying performance of its continuing operations for the period in which they are incurred, even though these excluded items may be incurred and reflected in Meru�s GAAP financial results.

The material limitation associated with the use of non-GAAP financial measures is that the non-GAAP measures may not reflect the full economic impact of Meru�s activities. Meru�s non-GAAP measures may be calculated differently than non-GAAP financial information disclosed by other companies. Accordingly, investors are cautioned not to place undue reliance on non-GAAP information.


LOGO

MERU NETWORKS, INC.

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands)

�� September�30,
2014
December�31,
2013

ASSETS

��

CURRENT ASSETS:

��

Cash and cash equivalents

�� $ 22,395 $ 30,938 ��

Accounts receivable, net

�� 8,473 17,088 ��

Inventory

�� 5,873 7,230 ��

Prepaid expenses and other current assets

�� 2,098 998 ��
��

Total current assets

�� 38,839 56,254 ��

Property and equipment, net

�� 2,105 2,451 ��

Goodwill

�� 1,658 1,658 ��

Intangible assets, net

�� ��� �� 140 ��

Other assets

�� 1,959 1,934 ��
��

TOTAL ASSETS

�� $ 44,561 $ 62,437 ��
��

LIABILITIES AND STOCKHOLDERS� EQUITY

��

CURRENT LIABILITIES:

��

Accounts payable

�� $ 3,478 $ 6,139 ��

Accrued liabilities

�� 10,236 12,535 ��

Long-term debt, current portion

�� 3,784 3,718 ��

Deferred revenue, current portion

�� 12,935 13,730 ��
��

Total current liabilities

�� 30,433 36,122 ��

Long-term debt, net of current portion

�� ��� �� 2,797 ��

Deferred revenue, net of current portion

�� 6,610 5,876 ��

Other liabilities

�� 1,775 1,387 ��
��

Total liabilities

�� 38,818 46,182 ��
��

STOCKHOLDERS� EQUITY:

��

Preferred stock

�� ��� �� ��� ��

Common stock

�� 12 11 ��

Additional paid-in capital

�� 287,315 282,168 ��

Accumulated other comprehensive loss

�� (582 ) (553 )�

Accumulated deficit

�� (281,002 ) (265,371 )�
��

Total stockholders� equity

�� 5,743 16,255 ��
��

TOTAL LIABILITIES AND STOCKHOLDERS� EQUITY

�� $ 44,561 $ 62,437 ��
��


LOGO

MERU NETWORKS, INC.

Condensed Consolidated Statements of Operations

(Unaudited)

(In thousands, except for share and per share amounts)

�� Three months ended
September�30,
Nine months ended
September�30,
�� 2014 2013 2014 2013

REVENUES:

��

Products

�� $ 20,425 $ 19,634 $ 55,067 $ 61,910 ��

Support and services

�� 4,590 4,752 14,119 13,585 ��

Ratable products and services

�� ��� �� 14 ��� �� 91 ��
��

Total revenues

�� 25,015 24,400 69,186 75,586 ��
��

COSTS OF REVENUES:

��

Products

�� 7,695 6,567 20,416 21,251 ��

Support and services

�� 1,795 1,853 5,652 5,517 ��

Ratable products and services

�� ��� �� 8 ��� �� 47 ��
��

Total costs of revenues *

�� 9,490 8,428 26,068 26,815 ��
��

Gross margin

�� 15,525 15,972 43,118 48,771 ��
��

OPERATING EXPENSES:

��

Research and development *

�� 4,853 3,726 15,226 11,388 ��

Sales and marketing *

�� 10,638 12,306 33,045 36,074 ��

General and administrative *

�� 2,887 3,036 9,044 9,614 ��
��

Total operating expenses

�� 18,378 19,068 57,315 57,076 ��
��

Loss from operations

�� (2,853 ) (3,096 ) (14,197 ) (8,305 )�

Interest expense, net *

�� (280 ) (414 ) (987 ) (1,577 )�

Other expense, net

�� (68 ) 24 (69 ) (27 )�
��

Loss before provision for income taxes

�� (3,201 ) (3,486 ) (15,253 ) (9,909 )�

Provision for income taxes

�� 130 97 378 324 ��
��

Net loss

�� $ (3,331 ) $ (3,583 ) $ (15,631 ) $ (10,233 )�
��

Net loss per share of common stock, basic and diluted

�� $ (0.14 ) $ (0.16 ) $ (0.67 ) $ (0.48 )�
��

Shares used in computing net loss per share of common stock, basic and diluted

�� 23,694,415 22,525,060 23,381,174 21,465,492 ��
��

*Includes stock-based compensation expense (1)�as follows:

��

Costs of revenues

�� $ 97 $ 86 $ 269 $ 185 ��

Research and development

�� 205 175 713 545 ��

Sales and marketing

�� 521 446 1,677 1,565 ��

General and administrative

�� 530 636 1,853 2,256 ��
��

�� $ 1,353 $ 1,343 $ 4,512 $ 4,551 ��
��

(1)����This table includes $147,000 of stock-based compensation related to restructuring in the quarter ended March�31, 2014.

�������

*Includes restructuring costs (2)�as follows:

��

Research and development

�� $ ��� �� $ ��� �� $ 43 $ ��� ��

Sales and marketing

�� ��� �� ��� �� 355 ��� ��

General and administrative

�� ��� �� ��� �� 140 ��� ��
��

�� $ ��� �� $ ��� �� $ 538 $ ��� ��
��

(2)����This table excludes $147,000 of stock-based compensation related to restructuring in the quarter ended March�31, 2014.

�������

*Includes amortization of acquisition-related intangible assets as follows:

��

Costs of revenues

�� $ 35 $ 52 $ 140 $ 157 ��

Sales and marketing

�� ��� �� 13 ��� �� 53 ��
��

�� $ 35 $ 65 $ 140 $ 210 ��
��

*Includes amortization of common stock warrant issued in connection with debt financing as follows:

��

Interest expense, net

�� $ 20 $ 38 $ 74 $ 125 ��


LOGO

MERU NETWORKS, INC.

GAAP to Non-GAAP Reconciliation

(Unaudited)

(In thousands, except share and per share amounts)

�� Three months ended
September 30,
Nine months ended
September 30,
�� 2014 2013 2014 2013

GAAP net loss

�� $ (3,331 ) $ (3,583 ) $ (15,631 ) $ (10,233 )

Plus:

��

a) Stock-based compensation

�� 1,353 1,343 4,365 4,551

b) Stock-based compensation associated with restructuring

�� ��� �� ��� �� 147

c) Restructuring costs

�� ��� �� ��� �� 538

d) Amortization of acquisition-related intangible assets

�� 35 65 140 210

e) Amortization of common stock warrant issued in connection with debt financing

�� 20 38 74 125
��

Non-GAAP net loss

�� $ (1,923 ) $ (2,137 ) $ (10,367 ) $ (5,347 )
��

GAAP net loss per share of common stock, basic

�� $ (0.14 ) $ (0.16 ) $ (0.67 ) $ (0.48 )

Plus:

��

a) Stock-based compensation

�� 0.06 0.06 0.19 0.21

b) Stock-based compensation associated with restructuring

�� ��� �� ��� �� 0.01 ��� ��

c) Restructuring costs

�� ��� �� ��� �� 0.02 ��� ��

d) Amortization of acquisition-related intangible assets

�� ��� �� 0.01 0.01 0.01

e) Amortization of common stock warrant issued in connection with debt financing

�� ��� �� ��� �� ��� �� 0.01
��

Non-GAAP net loss per share of common stock, basic and diluted

�� $ (0.08 ) $ (0.09 ) $ (0.44 ) $ (0.25 )
��

Shares used in computing basic and diluted non-GAAP net loss per share of common stock

�� 23,694,415 22,525,060 23,381,174 21,465,492

GAAP gross margin

�� $ 15,525 $ 15,972 $ 43,118 $ 48,771
��

Plus:

��

Stock-based compensation

�� 97 86 269 185

Amortization of acquisition-related intangible assets

�� 35 52 140 157
��

Non-GAAP gross margin

�� $ 15,657 $ 16,110 $ 43,527 $ 49,113
��

GAAP loss from operations

�� $ (2,853 ) $ (3,096 ) $ (14,197 ) $ (8,305 )
��

Plus:

��

Stock-based compensation

�� 1,353 1,343 4,365 4,551

Stock-based compensation associated with restructuring

�� ��� �� ��� �� 147 ��� ��

Restructuring costs

�� ��� �� ��� �� 538 ��� ��

Amortization of acquisition-related intangible assets

�� 35 65 140 210
��

Non-GAAP loss from operations

�� $ (1,465 ) $ (1,688 ) $ (9,007 ) $ (3,544 )
��


LOGO

MERU NETWORKS, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

�� Nine months ended
September�30,
�� 2014 2013

CASH FLOWS FROM OPERATING ACTIVITIES:

��

Net loss

�� $ (15,631 ) $ (10,233 )

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

��

Depreciation and amortization

�� 1,226 1,155

Stock-based compensation

�� 4,512 4,551

Accrued interest on long-term debt

�� 461 673

Amortization of issuance costs

�� 106 178

Bad debt expense (recovery)

�� 146 (5 )

Loss on disposal of fixed assets

�� 51 ��� ��

Changes in operating assets and liabilities:

��

Accounts receivable, net

�� 8,469 4,452

Inventory

�� 1,357 2,688

Prepaid expenses and other assets

�� (1,125 ) (832 )

Accounts payable

�� (2,661 ) (421 )

Accrued liabilities and other liabilities

�� (1,760 ) (987 )

Deferred revenue

�� (61 ) 1,027
��

Net cash provided by (used in) operating activities

�� (4,910 ) 2,246
��

CASH FLOWS FROM INVESTING ACTIVITIES:

��

Purchases of property and equipment

�� (784 ) (832 )
��

Net cash used in investing activities

�� (784 ) (832 )
��

CASH FLOWS FROM FINANCING ACTIVITIES:

��

Proceeds from the issuance of common stock, net of offering costs

�� ��� �� 12,574

Proceeds from exercise of stock options

�� 415 249

Proceeds from employee stock purchase plan

�� 506 358

Taxes paid related to net share settlement of equity awards

�� (898 ) (174 )

Repayment of long-term debt

�� (2,837 ) (2,517 )
��

Net cash provided by (used in) financing activities

�� (2,814 ) 10,490
��

Effect of exchange rate changes on cash and cash equivalents

�� (35 ) (105 )
��

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

�� (8,543 ) 11,799

CASH AND CASH EQUIVALENTS � Beginning of period

�� 30,938 22,855
��

CASH AND CASH EQUIVALENTS � End of period

�� $ 22,395 $ 34,654
��


LOGO

Investor contact:

Ed Keaney

Market Street Partners

(415)�445-3238

[email protected]



Serious News for Serious Traders! Try StreetInsider.com Premium Free!

You May Also Be Interested In





Related Categories

SEC Filings