UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
July 28, 2010
Date of Report (Date of earliest event reported)
CONVIO, INC.
(Exact name of registrant as specified in its charter)
Delaware |
| 001-34707 |
| 74-2935609 |
(State of Incorporation) |
| (Commission File Number) |
| (IRS Employer |
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| Identification |
11501 Domain Drive, Suite 200, Austin, Texas 78758
(Address of principal executive offices) (Zip Code)
(512) 652-2600
(Registrant’s telephone number, including area code)
N/A
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01 Regulation FD Disclosure.
The information in this report furnished pursuant to Item 7.01 shall not be deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended, if such subsequent filing specifically references the information furnished pursuant to Item 7.01 of this report.
From time to time, representatives of Convio, Inc. (the “Company”) have been asked for details regarding the Company’s non-GAAP historical earnings per share to supplement the Company’s financial results presented on a GAAP basis. The Company is filing this report to provide investors with greater details on the Company’s non-GAAP historical earnings per share. The Company believes this non-GAAP presentation makes it easier for investors to compare current and historical period operating results and also because the Company believes it assists investors in comparing the Company’s performance across reporting periods on a consistent basis by excluding items that it does not believe are indicative of its core operating performance.
The Company’s non-GAAP basic net income (loss) per common share for the quarters ended March 31, 2009, June 30, 2009, September 30, 2009 and December 31, 2009 and for the year ended December 31, 2009, were $(0.03), $0.16, $0.13, $0.01 and $0.28, respectively. The Company’s non-GAAP diluted net income (loss) per common share for the quarters ended March 31, 2009, June 30, 2009, September 30, 2009 and December 31, 2009 and for the year ended December 31, 2009, were $(0.03), $0.15, $0.12, $0.01 and $0.26, respectively.
Reconciliation of GAAP Earnings Per Share to Non-GAAP Earnings Per Share
(in thousands, except per share amounts)
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| Three Months Ended |
| Year Ended |
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| Mar 31, |
| Jun 30, |
| Sep 30, |
| Dec 31, |
| Dec 31, |
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Reconciliation of GAAP net income (loss) to non-GAAP net income (loss): |
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Net income (loss) |
| $ | (1,811 | ) | $ | 803 |
| $ | 475 |
| $ | (1,562 | ) | $ | (2,095 | ) |
Stock-based compensation |
| 803 |
| 559 |
| 532 |
| 608 |
| 2,502 |
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Amortization of intangible assets |
| 607 |
| 603 |
| 603 |
| 603 |
| 2,416 |
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Loss on warrant revaluation |
| 174 |
| 53 |
| 97 |
| 490 |
| 814 |
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Non-GAAP net income (loss) |
| $ | (227 | ) | $ | 2,018 |
| $ | 1,707 |
| $ | 139 |
| $ | 3,637 |
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GAAP basic net income (loss) per share |
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Numerator: |
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Net income (loss) attributable to common stockholders |
| $ | (1,811 | ) | $ | 803 |
| $ | 475 |
| $ | (1,562 | ) | $ | (2,095 | ) |
Less: Undistributed earnings allocated to participating preferred stock(1) |
| — |
| (347 | ) | (205 | ) | — |
| — |
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Net income (loss) attributable to common stockholders |
| $ | (1,811 | ) | $ | 456 |
| $ | 270 |
| $ | (1,562 | ) | $ | (2,095 | ) |
Denominator: |
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Weighted average common shares outstanding, basic |
| 7,302 |
| 7,315 |
| 7,317 |
| 7,319 |
| 7,313 |
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GAAP basic net income (loss) per common share |
| $ | (0.25 | ) | $ | 0.06 |
| $ | 0.04 |
| $ | (0.21 | ) | $ | (0.29 | ) |
GAAP diluted net income (loss) per share |
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Numerator: |
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Net income (loss) |
| $ | (1,811 | ) | $ | 803 |
| $ | 475 |
| $ | (1,562 | ) | $ | (2,095 | ) |
Denominator: |
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Weighted average common shares outstanding, basic |
| 7,302 |
| 7,315 |
| 7,317 |
| 7,319 |
| 7,313 |
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Add: Outstanding convertible preferred stock |
| — |
| 5,316 |
| 5,316 |
| — |
| — |
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Add: Outstanding convertible preferred stock warrants |
| — |
| 31 |
| 50 |
| — |
| — |
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Add: Options to purchase common stock |
| — |
| 1,152 |
| 1,160 |
| — |
| — |
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Weighted average common shares outstanding, diluted(2) |
| 7,302 |
| 13,814 |
| 13,843 |
| 7,319 |
| 7,313 |
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GAAP diluted net income (loss) per common share |
| $ | (0.25 | ) | $ | 0.06 |
| $ | 0.03 |
| $ | (0.21 | ) | $ | (0.29 | ) |
Non-GAAP basic net income (loss) per share |
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Numerator: |
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Non-GAAP net income (loss) |
| $ | (227 | ) | $ | 2,018 |
| $ | 1,707 |
| $ | 139 |
| $ | 3,637 |
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Less: Undistributed earnings allocated to participating preferred stock(3) |
| — |
| (872 | ) | (738 | ) | (60 | ) | (1,573 | ) | |||||
Non-GAAP net income (loss) attributable to common stockholders |
| $ | (227 | ) | $ | 1,146 |
| $ | 969 |
| $ | 79 |
| $ | 2,064 |
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Denominator: |
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Weighted average common shares outstanding, basic |
| 7,302 |
| 7,315 |
| 7,317 |
| 7,319 |
| 7,313 |
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Non-GAAP basic net income (loss) per common share |
| $ | (0.03 | ) | $ | 0.16 |
| $ | 0.13 |
| $ | 0.01 |
| $ | 0.28 |
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Non-GAAP diluted net income (loss) per share |
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Numerator: |
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Non-GAAP net income (loss) |
| $ | (227 | ) | $ | 2,018 |
| $ | 1,707 |
| $ | 139 |
| $ | 3,637 |
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Denominator: |
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Weighted average common shares outstanding, basic |
| 7,302 |
| 7,315 |
| 7,317 |
| 7,319 |
| 7,313 |
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Add: Outstanding convertible preferred stock |
| — |
| 5,316 |
| 5,316 |
| 5,316 |
| 5,316 |
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Add: Outstanding convertible preferred stock warrants |
| — |
| 31 |
| 50 |
| 66 |
| 47 |
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Add: Options to purchase common stock |
| — |
| 1,152 |
| 1,160 |
| 1,193 |
| 1,153 |
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Weighted average common shares outstanding, diluted(4) |
| 7,302 |
| 13,814 |
| 13,843 |
| 13,894 |
| 13,829 |
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Non-GAAP diluted net income (loss) per common share |
| $ | (0.03 | ) | $ | 0.15 |
| $ | 0.12 |
| $ | 0.01 |
| $ | 0.26 |
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| NOTE: Quarterly GAAP earnings per share amounts do not add to the full year GAAP earnings per share amount due to rounding and due to the impact of allocating income to preferred stockholders for the three months ended June 30, 2009 and September 30, 2009, or periods with net income. |
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(1) | Preferred stocks do not participate in company losses and thus in periods of net losses, 100% of GAAP net loss is attributable to common stockholders. |
(2) | In periods in which the Company is in a GAAP net loss position, all common stock equivalents are anti-dilutive and are not included in GAAP diluted shares outstanding. |
(3) | Preferred stocks do not participate in company losses and thus in periods of net losses, 100% of non-GAAP net loss is attributable to common stockholders. |
(4) | In periods in which the Company is in a non-GAAP net loss position, all common stock equivalents are anti-dilutive and are not included in non-GAAP diluted shares outstanding. |