Form 8-K Carbonite Inc For: Oct 30

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section�13 or 15(d)

of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): October�30, 2014

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CARBONITE, INC.

(Exact name of registrant as specified in its charter)

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Delaware	�	001-35264	�	33-1111329
(State or other jurisdiction of incorporation)	�	(Commission File Number)	�	(IRS Employer Identification No.)

Two Avenue de Lafayette, Boston, Massachusetts 02111

(Address of principal executive offices, including ZIP code)

(617) 587-1100

(Registrant�s telephone number, including area code)

177 Huntington Avenue, Boston, Massachusetts 02115

(Former name, former address and former fiscal year, if change since last report)

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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:

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�	Written communications pursuant to Rule 425 under the Securities Act (17 C.F.R. �230.425)

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�	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 C.F.R. �230.14a-12)

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�	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 C.F.R. �14d-2(b))

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�	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 C.F.R. �13e-4(c))

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Item�2.02

Results of Operations and Financial Condition

On October�30, 2014, Carbonite,�Inc. (the �Company�) issued a press release announcing its financial results for the fiscal quarter ended September�30, 2014.�A copy of the press release is furnished as Exhibit�99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information furnished on this Current Report on Form 8-K, including Exhibit 99.1 incorporated by reference herein, shall not be deemed �filed� for the purposes of Section�18 of the Securities Exchange Act of 1934, as amended (the �Exchange Act�), or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

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Item�9.01

Exhibits

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(d)

Exhibits.

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99.1	��	Press Release of Carbonite, Inc. dated October�30, 2014

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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, hereunto duly authorized on October�30, 2014.

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Exhibit 99.1

Carbonite Reports Financial Results for the Third Quarter of 2014

BOSTON, MA � October 30, 2014 - Carbonite, Inc. (NASDAQ: CARB), a leading provider of hybrid backup and recovery solutions for businesses, today announced financial results for the third quarter ended September�30, 2014.

Third Quarter 2014 Results:

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Revenue for the third quarter was $31.3 million, an increase of 13% from $27.7 million in the third quarter of 2013.

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Bookings for the third quarter were $30.6 million, an increase of 11% from $27.6 million in the third quarter of 2013.

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Net loss for the third quarter was ($0.7) million, compared to a net loss of ($1.2) million in the third quarter of 2013. Non-GAAP net income for the third quarter was $1.0 million, compared to non-GAAP net income of $0.2 million in the third quarter of 2013.1

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Net loss for the third quarter was ($0.03) per share (basic and diluted), compared to a net loss of ($0.05) per share (basic and diluted) in the third quarter of 2013. Non-GAAP net income was $0.04 per share (basic and diluted) for the third quarter, compared to non-GAAP net income of $0.01 per share (basic and diluted) in the third quarter of 2013.1

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Gross margin for the third quarter was 69.4%, compared to 67.9% in the third quarter of 2013. Non-GAAP gross margin was 70.2% in the third quarter, compared to 68.7% in the third quarter of 2013.2

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Total cash and investments were $71.5 million as of September�30, 2014, compared to $62.3 million as of September�30, 2013.

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Cash flow from operations for the third quarter was $4.0 million, compared to $2.4 million in the third quarter of 2013. Non-GAAP free cash flow for the third quarter was $2.1 million, compared to $1.4 million in the third quarter of 2013.3

�In the third quarter of 2014, we saw more and more small and medium-sized businesses turning to Carbonite for their backup and business continuity needs,� said David Friend, President and CEO. �We were excited to see demand for our Carbonite Server Backup product remain strong and early indicators of the success of the HT10 appliance with small businesses were encouraging. These results show the continued progress Carbonite is making with the products we have designed specifically for SMBs and these products well-position us for long-term growth in the business continuity market.�

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1	Non-GAAP net income and non-GAAP net income per share excludes amortization expense on intangible assets, stock-based compensation expense, lease exit charges and patent litigation expense.

2	Non-GAAP gross margin excludes amortization expense on intangible assets and stock-based compensation expense.

3	Non-GAAP free cash flow is calculated by adding the payments related to corporate headquarter relocation and the cash portion of the lease exit charge and subtracting cash paid for the purchase of property and equipment from net cash provided by operating activities.

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An explanation of non-GAAP measures is provided under the heading �Non-GAAP Financial Measures� below and reconciliation to the most comparable GAAP measures is provided in the tables at the end of this press release.

Recent Highlights:

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Moved corporate headquarters to a 50,000 sq. ft. office building in Boston�s Innovation District to support its expansion strategy. This move better positions the company to hire additional talent and expand its portfolio of business continuity solutions for small and medium-sized businesses (SMBs).

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Launched operations in Munich as part of Carbonite�s international expansion strategy. The team is currently working with select partners to build the channel eco-system and leverage market opportunities in Europe.

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Winner of The ChannelPro-SMB Readers� Choice Awards for Best Backup and Disaster Recovery provider and Best Cloud Backup and Disaster Recovery provider. Voters included more than 800 channel professionals.

Business Outlook

For the fourth quarter of 2014, revenues are expected to be in the range of $31.7-$32.1 million and non-GAAP net (loss) per share to be in the range of ($0.04)-($0.02).

For the full year of 2014, revenues are expected to be in the range of $122.4-$122.8 million and non-GAAP net earnings/(loss) per share to be in the range of ($0.01)-$0.01.

Carbonite�s expectations of non-GAAP net earnings/(loss) per share for the quarter and full year excludes stock-based compensation expense, patent litigation expense, amortization expense on intangible assets and assumes a tax rate of 0% and weighted average shares outstanding of approximately 26.8�million for the quarter and 26.7�million for the full year 2014.

Conference Call and Webcast Information

Carbonite will host a conference call on Thursday, October�30, 2014 at 8:30 a.m. Eastern Daylight Time to review the results of business operations. This call will be webcast live and can be found in the investor relations section of the Company�s website at http://investor.carbonite.com. The conference call can also be accessed by dialing (877) 303-1393 in the United States or (315) 625-3228 internationally with the passcode 15437745.

Following the completion of the call, a recorded replay will be available on the company�s website, http://investor.carbonite.com, under �Events�& Presentations� through December�31, 2014.

Non-GAAP Financial Measures

This press release contains non-GAAP financial measures including bookings, non-GAAP gross margin, non-GAAP net loss and non-GAAP net loss per share, non-GAAP net earnings and non-GAAP net earnings per share and free cash flow. Bookings represent the aggregate dollar value of customer subscriptions received during a period and are calculated as revenue recognized during the period plus the change in total deferred revenue during the same period. Non-GAAP gross margin, non-GAAP net loss and

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non-GAAP net loss per share, non-GAAP net earnings and non-GAAP net earnings per share exclude amortization expenses on intangible assets, stock-based compensation expenses, patent litigation expenses and lease exit charges. Non-GAAP free cash flow is calculated by adding the payments related to corporate headquarter relocation and the cash portion of the lease exit charge and subtracting cash paid for the purchase of property and equipment from net cash provided by operating activities.

The Company believes that these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to the Company�s financial condition and results of operations.�The Company�s management uses these non-GAAP measures to compare the Company�s performance to that of prior periods and uses these measures in financial reports prepared for management and the Company�s board of directors.�The Company believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing the Company�s financial measures with other software-as-a-service companies, many of which present similar non-GAAP financial measures to investors.

The Company does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP.�The principal limitation of these non-GAAP financial measures is that they exclude significant items that are required by GAAP to be recorded in the Company�s financial statements.�In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management.�In order to compensate for these limitations, management presents its non-GAAP financial measures in connection with its GAAP results.�The Company urges investors to review the reconciliation of its non-GAAP financial measures to the comparable GAAP financial measures, which it includes in press releases announcing quarterly financial results, including this press release, and not to rely on any single financial measure to evaluate the Company�s business.

Cautionary Language Concerning Forward-Looking Statements

This press release contains �forward-looking statements� within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent the Company�s views as of the date of this press release based on the current intent, belief or expectations, estimates, forecasts, assumptions and projections of the Company and members of our management team. Words such as �expect,� �anticipate,� �should,� �believe,� �hope,� �target,� �project,� �goals,� �estimate,� �potential,� �predict,� �may,� �will,� �might,� �could,� �intend,� variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements. Those statements include, but are not limited to, statements regarding guidance on our future financial results and other projections or measures of future performance, and our expectations concerning market opportunities and our ability to capitalize on them. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond the Company�s control. The Company�s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including, but not limited to, the Company�s ability to profitably attract new customers and retain existing customers, the Company�s dependence on the market for online computer backup services, the Company�s ability to manage growth, and changes in economic or regulatory conditions or other trends affecting the Internet and the information technology industry. These and other important risk factors are discussed or referenced in our Annual Report on Form 10-K for the fiscal year ended December�31, 2013 filed with the Securities and Exchange Commission, which is available on www.sec.gov, under the heading �Risk Factors� and elsewhere, and any subsequent periodic or current

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reports filed by us with the SEC. The Company anticipates that subsequent events and developments will cause its views to change. Except as required by applicable law or regulation, we do not undertake any obligation to update our forward-looking statements to reflect future events or circumstances.

About Carbonite

Carbonite (Nasdaq: CARB) is a leading provider of hybrid backup and recovery solutions for businesses. Carbonite offers a comprehensive suite of affordable services for data protection, recovery and anywhere, anytime access. More than 1.5�million customers, including 50,000 small businesses, trust Carbonite�s secure, easy-to-use cloud backup solutions and award-winning U.S.-based customer support. For more information, please visit Carbonite.com, connect with us on Twitter @carbonite or visit our Facebook page.

Investor Relations Contacts:

Emily Walt

Carbonite

617-927-1972

[email protected]

Media Contact:

Megan Wittenberger

Carbonite

617-421-5687

[email protected]

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Carbonite, Inc.

Condensed Consolidated Statement of Operations (unaudited)

(In thousands, except per share data)

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Three Months Ended September�30,

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Nine Months Ended September�30,

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2014

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2013

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2014

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2013

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Revenue

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$

31,274

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$

27,683

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$

90,706

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$

78,407

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Cost of revenue

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9,585

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�

8,899

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�

28,566

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26,192

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Gross profit

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21,689

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18,784

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62,140

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52,215

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Operating expenses:

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Research and development

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6,114

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5,220

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17,689

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15,597

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General and administrative

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3,997

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�

2,988

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11,348

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11,293

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Sales and marketing

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12,056

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11,742

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37,061

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35,935

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Restructuring charges

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�

3

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�

�

11

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�

�

12

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283

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�

�

�

�

�

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Total operating expenses

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22,170

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19,961

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�

66,110

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�

63,108

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�

�

�

�

�

�

�

�

�

�

�

�

�

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Loss from operations

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�

(481

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�

(1,177

)�

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�

(3,970

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�

(10,893

)�

Interest and other income (expense), net

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�

(208

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�

���

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�

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(217

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�

�

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Loss before income taxes

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�

(689

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(1,177

)�

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�

(4,187

)�

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�

(10,893

)�

Provision for income taxes

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�

(10

)�

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�

(10

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�

�

(30

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�

�

(30

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�

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�

�

�

�

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Net loss

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$

(699

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�

$

(1,187

)�

�

$

(4,217

)�

�

$

(10,923

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�

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�

�

�

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Net loss per share:

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Basic and diluted

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$

(0.03

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�

$

(0.05

)�

�

$

(0.16

)�

�

$

(0.42

)�

Weighted-average shares outstanding:

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Basic and diluted

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26,887,069

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26,260,962

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26,747,451

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26,055,441

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Carbonite, Inc.

Condensed Consolidated Balance Sheets (unaudited)

(In thousands)

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�	��	September�30, 2014		�	�	December�31, 2013		�
Assets	��				�
Current assets	��				�
Cash and cash equivalents	��	$	56,469	��	�	$	50,392	��
Marketable securities	��	�	14,992	��	�	�	14,994	��
Trade accounts receivable, net	��	�	2,370	��	�	�	1,876	��
Prepaid expenses and other current assets	��	�	5,337	��	�	�	3,122	��
	��	�	�	�	�	�	�	�
Total current assets	��	�	79,168	��	�	�	70,384	��
Property and equipment, net	��	�	25,549	��	�	�	22,111	��
Other assets	��	�	1,074	��	�	�	1,177	��
Acquired intangible assets, net	��	�	3,277	��	�	�	3,953	��
Goodwill	��	�	11,536	��	�	�	11,536	��
	��	�	�	�	�	�	�	�
Total assets	��	$	120,604	��	�	$	109,161	��
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Liabilities and Stockholders� Equity	��				�
Current liabilities	��				�
Accounts payable	��	$	2,674	��	�	$	3,810	��
Accrued expenses	��	�	11,665	��	�	�	8,156	��
Current portion of deferred revenue	��	�	71,727	��	�	�	69,498	��
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Total current liabilities	��	�	86,066	��	�	�	81,464	��
Deferred revenue, net of current portion	��	�	15,274	��	�	�	14,502	��
Other long-term liabilities	��	�	4,294	��	�	�	374	��
	��	�	�	�	�	�	�	�
Total liabilities	��	�	105,634	��	�	�	96,340	��
Stockholders� equity	��				�
Common stock	��	�	269	��	�	�	265	��
Additional paid-in capital	��	�	148,733	��	�	�	142,557	��
Treasury stock, at cost	��	�	(22	)�	�	�	(22	)�
Accumulated deficit	��	�	(134,195	)�	�	�	(129,978	)�
Accumulated other comprehensive income (loss)	��	�	185	��	�	�	(1	)�
	��	�	�	�	�	�	�	�
Total stockholders� equity	��	�	14,970	��	�	�	12,821	��
	��	�	�	�	�	�	�	�
Total liabilities and stockholders� equity	��	$	120,604	��	�	$	109,161	��
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Carbonite, Inc.

Condensed Consolidated Statement of Cash Flows (unaudited)

(In thousands)

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�	��	Nine Months Ended September 30,						�
�	��	2014		�	�	2013		�
Operating activities	��				�
Net loss	��	$	(4,217	)�	�	$	(10,923	)�
Adjustments to reconcile net loss to net cash provided by operating activities:	��	�	���	��	�
Depreciation and amortization	��	�	9,377	��	�	�	9,461	��
Accretion of discount on marketable securities	��	�	(20	)�	�	�	(11	)�
Stock-based compensation expense	��	�	4,295	��	�	�	3,658	��
Provision for (recoveries of) reserves on accounts receivable	��	�	76	��	�	�	(40	)�
Non-cash restructuring charge	��	�	���	��	�	�	114	��
Changes in assets and liabilities, net of acquisition:	��				�
Accounts receivable	��	�	(570	)�	�	�	(678	)�
Prepaid expenses and other current assets	��	�	(2,215	)�	�	�	658	��
Other assets	��	�	103	��	�	�	(97	)�
Accounts payable	��	�	(587	)�	�	�	(3,534	)�
Accrued expenses	��	�	1,423	��	�	�	4,916	��
Other long-term liabilities	��	�	3,921	��	�	�	36	��
Deferred revenue	��	�	3,001	��	�	�	5,983	��
	��	�	�	�	�	�	�	�
Net cash provided by operating activities	��	�	14,587	��	�	�	9,543	��
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Investing activities	��				�
Purchases of property and equipment	��	�	(10,602	)�	�	�	(6,994	)�
Proceeds from maturities of marketable securities	��	�	10,250	��	�	�	10,000	��
Purchases of marketable securities	��	�	(10,233	)�	�	�	(10,000	)�
Increase in restricted cash	��	�	���	��	�	�	500	��
	��	�	�	�	�	�	�	�
Net cash used in investing activities	��	�	(10,585	)�	�	�	(6,494	)�
	��	�	�	�	�	�	�	�
Financing activities	��				�
Proceeds from exercise of stock options	��	�	1,885	��	�	�	3,911	��
	��	�	�	�	�	�	�	�
Net cash provided by financing activities	��	�	1,885	��	�	�	3,911	��
	��	�	�	�	�	�	�	�
Effect of currency exchange rate changes on cash	��	�	190	��	�	�	(3	)�
Net increase in cash and cash equivalents	��	�	6,077	��	�	�	6,957	��
Cash and cash equivalents, beginning of period	��	�	50,392	��	�	�	40,341	��
	��	�	�	�	�	�	�	�
Cash and cash equivalents, end of period	��	$	56,469	��	�	$	47,298	��
	��	�	�	�	�	�	�	�

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Carbonite, Inc.

Reconciliation of GAAP to Non-GAAP Measures (unaudited)

(In thousands, except share and per share amounts)

Calculation of Bookings

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�

��

Three Months Ended September�30,

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�

Nine Months Ended September�30,

�

�

��

2014

�

�

2013

�

�

2014

�

��

2013

�

Revenue

��

$

31,274

��

�

$

27,683

��

�

$

90,706

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��

$

78,407

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Add:

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�

�

��

Deferred revenue ending balance

��

�

87,001

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�

�

81,189

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�

�

87,001

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��

�

81,189

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Less:

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�

�

��

Deferred revenue beginning balance

��

�

87,671

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�

�

81,232

��

�

�

84,000

��

��

�

75,206

��

��

�

�

�

�

�

�

�

�

�

�

�

��

�

�

�

Change in deferred revenue balance

��

�

(670

)�

�

�

(43

)�

�

�

3,001

��

��

�

5,983

��

Bookings

��

$

30,604

��

�

$

27,640

��

�

$

93,707

��

��

$

84,390

��

��

�

�

�

�

�

�

�

�

�

�

�

��

�

�

�

Calculation of Non-GAAP Net Income (Loss) and Non-GAAP Net Income (Loss) per Share

�

�

��

Three Months Ended September�30,

�

�

Nine Months Ended September�30,

�

�

��

2014

�

�

2013

�

�

2014

�

�

2013

�

Net loss

��

$

(699

)�

�

$

(1,187

)�

�

$

(4,217

)�

�

$

(10,923

)�

Add:

��

�

�

�

Amortization of intangibles

��

�

217

��

�

�

214

��

�

�

676

��

�

�

692

��

Stock-based compensation expense

��

�

1,441

��

�

�

1,174

��

�

�

4,295

��

�

�

3,658

��

Patent litigation expense

��

�

20

��

�

�

37

��

�

�

42

��

�

�

1,620

��

Lease exit charge

��

�

���

��

�

�

���

��

�

�

���

��

�

�

107

��

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Non-GAAP net income (loss)

��

$

979

��

�

$

238

��

�

$

796

��

�

$

(4,846

)�

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Weighted-average shares outstanding:

��

�

�

�

Basic and diluted

��

�

26,887,069

��

�

�

26,260,962

��

�

�

26,747,451

��

�

�

26,055,441

��

Net income (loss) per share:

��

�

�

�

Basic and diluted

��

$

0.04

��

�

$

0.01

��

�

$

0.03

��

�

$

(0.19

)�

Reconciliation of GAAP Gross Profit to Non-GAAP Gross Profit

�

�

��

Three Months Ended September�30,

�

�

Nine Months Ended September�30,

�

�

��

2014

�

�

2013

�

�

2014

�

�

2013

�

Gross profit

��

$

21,689

��

�

$

18,784

��

�

$

62,140

��

�

$

52,215

��

Add:

��

�

�

�

Amortization of intangibles

��

�

110

��

�

�

110

��

�

�

329

��

�

�

338

��

Stock-based compensation expense

��

�

147

��

�

�

115

��

�

�

390

��

�

�

411

��

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Non-GAAP gross profit

��

$

21,946

��

�

$

19,009

��

�

$

62,859

��

�

$

52,964

��

��

�

�

�

�

�

�

�

�

�

�

�

�

�

�

�

Non-GAAP gross margin

��

�

70.2

%�

�

�

68.7

%�

�

�

69.3

%�

�

�

67.6

%�

---

Reconciliation of GAAP Operating Expense to Non-GAAP Operating Expense

�

�

��

Three Months Ended September�30,

�

��

Nine Months Ended September�30,

�

�

��

2014

�

��

2013

�

��

2014

�

��

2013

�

Research and development

��

$

6,114

��

��

$

5,220

��

��

$

17,689

��

��

$

15,597

��

Less:

��

��

��

��

Stock-based compensation expense

��

�

252

��

��

�

280

��

��

�

1,016

��

��

�

678

��

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Non-GAAP research and development

��

$

5,862

��

��

$

4,940

��

��

$

16,673

��

��

$

14,919

��

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

General and administrative

��

$

3,997

��

��

$

2,988

��

��

$

11,348

��

��

$

11,293

��

Less:

��

��

��

��

Amortization of intangibles

��

�

39

��

��

�

39

��

��

�

117

��

��

�

126

��

Stock-based compensation expense

��

�

767

��

��

�

530

��

��

�

2,126

��

��

�

1,694

��

Patent litigation expense

��

�

20

��

��

�

37

��

��

�

42

��

��

�

1,620

��

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Non-GAAP general and administrative

��

$

3,171

��

��

$

2,382

��

��

$

9,063

��

��

$

7,853

��

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Sales and marketing

��

$

12,056

��

��

$

11,742

��

��

$

37,061

��

��

$

35,935

��

Less:

��

��

��

��

Amortization of intangibles

��

�

68

��

��

�

65

��

��

�

230

��

��

�

228

��

Stock-based compensation expense

��

�

275

��

��

�

249

��

��

�

763

��

��

�

875

��

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Non-GAAP sales and marketing

��

$

11,713

��

��

$

11,428

��

��

$

36,068

��

��

$

34,832

��

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Restructuring charges

��

$

3

��

��

$

11

��

��

$

12

��

��

$

283

��

Less:

��

��

��

��

Lease exit charge

��

�

���

��

��

�

���

��

��

�

���

��

��

�

107

��

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Non-GAAP restructuring charges

��

$

3

��

��

$

11

��

��

$

12

��

��

$

176

��

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Calculation of Free Cash Flow

�

�

��

Three�Months�Ended September�30,

�

��

Nine Months Ended September�30,

�

�

��

2014

�

��

2013

�

��

2014

�

��

2013

�

Net cash provided by operating activities

��

$

3,987

��

��

$

2,353

��

��

$

14,587

��

��

$

9,543

��

Add

��

��

��

��

Payments related to corporate headquarter relocation

��

�

3,649

��

��

�

���

��

��

�

3,803

��

��

�

���

��

Cash portion of lease exit charge

��

�

���

��

��

�

650

��

��

�

���

��

��

�

650

��

Subtract:

��

��

��

��

Purchases of property and equipment

��

�

5,562

��

��

�

1,649

��

��

�

10,602

��

��

�

6,994

��

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

Free cash flow

��

$

2,074

��

��

$

1,354

��

��

$

7,788

��

��

$

3,199

��

��

�

�

�

��

�

�

�

��

�

�

�

��

�

�

�

---

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