-- During the year, the Company purchased substantially all of the assets and assumed certain liabilities of Red Condor, Inc., an award-winning provider of fully managed email security solutions. -- Net billings* for the 2010 fourth quarter totaled $5.4 million, an increase of approximately 10% compared to the same period in 2009. -- Net billings* for the twelve months ended December 31, 2010 were $20.8 million, an increase of approximately 11% over the same period last year. -- Cash and cash equivalents increased to $2.6 million as of December 31, 2010 from $2.5 million as of December 31, 2009. -- Generated positive cash flow of $156,000 for YTD 2010 compared to $403,000 positive cash flow for the same period in 2009. Cash flow for the current year includes proceeds of $3.2 million from the issuance of convertible notes. The notes can be converted into shares of Company stock at $1.10 per share. -- Q4 operating expenses increased approximately 52 % from $3.2 million in 2009 to $4.9 million in 2010 as a result of additional expenses resulting from the integration of operations associated with the Red Condor transaction. -- Year to date net loss increased to $3.6 million through December 31, 2010 from a net loss of $273,000 for the same period of 2009 mainly as a result of additional operating expenses and transaction costs associated with the Red Condor transaction. -- The company moved to new corporate offices effective January 1, 2011. The Company's total lease payment is expected to decrease approximately $1.2 million in 2011."We are pleased to exit 2010 cash flow positive with double digit net billings growth," said Lou Ryan, CEO of St. Bernard Software. "We embarked on an aggressive business transformation strategy during the year that will carry into the second quarter of 2011. This transformation required us to spend a considerable amount of operating capital to invest in our business and our future. The successful integration of Red Condor creates a more strategic platform for us to drive future expansion. Once our migration to new internal systems, new products, new delivery platforms and new channels reaches the completion phase in the second quarter of 2011 we are confident in our ability to drive further organic growth." Fourth Quarter and Year-to-Date 2010 Net Billings* Net billings* increased for the quarter ended December 31, 2010 by approximately 10% from $4.9 million in 2009 to $5.4 million in 2010. For the twelve months ended December 31, 2010, net billings* totaled $20.8 million, an 11% increase compared to $18.7 million for the same period in 2009. * Net billings represent the amount of subscription contracts billed to customers net of discounts and are not numerical measurements that can be calculated in accordance with GAAP. The Company provides this measurement in its financial performance because this measurement provides a consistent basis for understanding the Company's sales activities for the current period. The Company believes the billing measurement is useful to investors because the GAAP measurements of revenue and deferred revenue in the current period include subscription contracts commenced in the prior periods. The rollforward of deferred revenue (which includes net billings and revenue) for the fourth quarter and year ended December 31, 2010 is set forth at the end of this press release Transformation of the Company We embarked on an aggressive year-long business transformation during the second quarter of 2010. This overhaul of our company was focused on creating a sustainable growth platform. Our efforts centered around the following activities:
-- new & expanded senior leadership team -- new & expanded product portfolio -- new on-demand & managed services delivery platform -- new back office and customer support systems infrastructure -- re-organization of our personnel around expanded technology & market focus -- strategic acquisition of Red Condor assets -- re-tooling of field sales organization around two primary market segments: larger commercial customers and Managed Service Providers ("MSPs") -- securing convertible debt financing to fund business expansionAs these initiatives reached substantive maturation, we embarked on the process of re-branding our company as EdgeWave. This provides us the opportunity to create a new corporate identity that more adequately reflects the realities of our new business. Strategic Product Development The Company is a more strategic supplier in the SCM arena by providing a broader array of world-class solutions to a larger cross-section of customer segments. This expansion is fueled by innovation and acquisition. Our expanded research and development operation embarked on an aggressive new product roadmap that features a broader family of solutions. The acquisition of substantially all the assets of Red Condor provided us with some critical technological and service capabilities that rounded out this new product strategy. We are introducing new products across three primary technology buckets: web security, messaging security, and data security. Our products foster improved protection, productivity and business continuity for organizations in the private and public sectors. We pride ourselves in offering a choice between on-premises, on-demand and hybrid delivery platforms -- giving our customers and partners maximum choice to meet their specific needs. Corporate Facilities Lease Agreement On January 1, 2011, the Company moved to new corporate offices. The new facility premises totals approximately 36,000 square feet and will serve as the Company's headquarters. Per the new lease, total rent to be paid in 2011 will be approximately $477,000, an estimated decrease of $1.2 million from the prior year. Business Outlook Mr. Ryan added, "Entering 2011 the Company is better positioned to capitalize on the market dynamics that characterize the expanding SCM landscape. As we work to complete our business transformation during 2011 we expect to pick up steam from our investments. We believe that the Company has built a more sustainable model with our expanded product set, market reach and delivery capabilities." About St. Bernard Software, Inc. dba EdgeWave St. Bernard Software, Inc. dba EdgeWave (
St. Bernard Software, Inc. (dba EdgeWave) Condensed Consolidated Balance Sheets December 31, December 31, 2010 2009 ------------ ------------ (Unaudited) (*) Assets Current Assets Cash and cash equivalents $ 2,610,000 $ 2,454,000 Accounts receivable - net of allowance for doubtful accounts of $30,000 and $13,000 in 2010 and 2009, respectively 3,596,000 2,534,000 Inventories - net 698,000 242,000 Prepaid expenses and other current assets 932,000 335,000 ------------ ------------ Total current assets 7,836,000 5,565,000 Fixed Assets - Net 492,000 564,000 Goodwill 8,280,000 7,568,000 Other Intangible Assets - Net 587,000 - Other Assets 465,000 148,000 ------------ ------------ Total Assets $ 17,660,000 $ 13,845,000 ============ ============ Liabilities and Stockholders' Deficit Current Liabilities Short-term borrowings $ 400,000 $ 2,250,000 Accounts payable 1,133,000 817,000 Accrued compensation 1,526,000 834,000 Accrued expenses and other current liabilities 749,000 597,000 Warranty liability 210,000 192,000 Capitalized lease obligations - 22,000 Deferred revenue 11,038,000 10,209,000 ------------ ------------ Total current liabilities 15,056,000 14,921,000 Convertible Note Payable 3,214,000 - Long-Term Borrowings 58,000 - Deferred Revenue 10,617,000 7,708,000 ------------ ------------ Total liabilities 28,945,000 22,629,000 ------------ ------------ Stockholders' Deficit Preferred stock, $0.01 par value; 5,000,000 shares authorized; no shares issued and outstanding - - Common stock, $0.01 par value; 50,000,000 shares authorized; 16,094,535 and 13,319,991 shares issued and outstanding in 2010 and 2009, respectively 158,000 132,000 Additional paid-in capital 41,818,000 40,774,000 Accumulated deficit (53,261,000) (49,690,000) ------------ ------------ Total stockholders' deficit (11,285,000) (8,784,000) ------------ ------------ Total Liabilities and Stockholders' Deficit $ 17,660,000 $ 13,845,000 ============ ============ * Derived from audited financial statements as of and for the year ended December 31, 2009. St. Bernard Software, Inc. (dba EdgeWave) Condensed Consolidated Statements of Operations Three months ended December 31, Years ended December 31, -------------------------- -------------------------- 2010 2009 2010 2009 ------------ ------------ ------------ ------------ (Unaudited) (Unaudited) (Unaudited) (*) Revenues Subscription $ 3,718,000 $ 3,563,000 $ 14,252,000 $ 14,559,000 Appliance 1,036,000 1,099,000 3,763,000 3,790,000 License - 16,000 56,000 25,000 ------------ ------------ ------------ ------------ Total Revenues 4,754,000 4,678,000 18,071,000 18,374,000 ------------ ------------ ------------ ------------ Cost of Revenues Subscription 771,000 404,000 2,259,000 1,720,000 Appliance 688,000 745,000 2,572,000 2,571,000 License 1,000 4,000 14,000 15,000 ------------ ------------ ------------ ------------ Total Cost of Revenues 1,460,000 1,153,000 4,845,000 4,306,000 ------------ ------------ ------------ ------------ Gross Profit 3,294,000 3,525,000 13,226,000 14,068,000 Operating Expenses Sales and marketing 2,341,000 1,697,000 7,629,000 6,412,000 Research and development 1,361,000 762,000 4,325,000 3,750,000 General and administrative 1,204,000 775,000 4,539,000 3,484,000 Impairment expense - - - 473,000 ------------ ------------ ------------ ------------ Total Operating Expenses 4,906,000 3,234,000 16,493,000 14,119,000 ------------ ------------ ------------ ------------ (Loss) Income from Operations (1,612,000) 291,000 (3,267,000) (51,000) Other Expense (Income) Interest expense - net 41,000 10,000 174,000 260,000 Loss on sale of assets 29,000 - 29,000 - Other expense (income) 2,000 (14,000) 101,000 (43,000) Total Other Expense 72,000 (4,000) 304,000 217,000 ------------ ------------ ------------ ------------ Loss (Income) Before Income Taxes (1,684,000) 295,000 (3,571,000) (268,000) Income tax expense - - - (5,000) ------------ ------------ ------------ ------------ Net (Loss) Income $ (1,684,000) $ 295,000 $ (3,571,000) $ (273,000) ============ ============ ============ ============ (Loss) Earnings Per Common Share - Basic $ (0.12) $ 0.02 $ (0.25) $ (0.02) ------------ ------------ ------------ ------------ (Loss) Earnings Per Common Share - Diluted $ (0.12) $ 0.02 $ (0.25) $ (0.02) ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ Weighted Average Shares Outstanding - Basic 14,424,615 13,319,991 14,424,615 14,177,996 ============ ============ ============ ============ Weighted Average Shares Outstanding - Diluted 14,424,615 13,495,680 14,424,615 14,177,996 ============ ============ ============ ============ * Derived from audited financial statements as of and for the year ended December 31, 2009. St. Bernard Software, Inc. (dba EdgeWave) Condensed Consolidated Statements of Cash Flows Years ended December 31, -------------------------- 2010 2009 ------------ ------------ Cash Flows From Operating Activities (Unaudited) (*) Net loss $ (3,571,000) $ (273,000) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 479,000 365,000 Allowance for doubtful accounts (9,000) (39,000) Loss (gain) on change in fair value of warrant derivative liability 101,000 (22,000) Loss on sale of assets 29,000 - Write-off of capitalized software - 473,000 Stock-based compensation expense 174,000 577,000 Noncash interest expense 76,000 98,000 Change in operating assets and liablilities, net of effect of acquisition: Accounts receivable (415,000) 675,000 Inventories (407,000) 122,000 Prepaid expenses and other assets (906,000) (392,000) Accounts payable (104,000) (453,000) Accrued expenses and other current liabilities (5,000) (1,112,000) Accrued compensation 692,000 527,000 Warranty liability 18,000 (3,000) Deferred revenue 2,761,000 296,000 ------------ ------------ Net cash (used) provided by operating activities (1,087,000) 839,000 ------------ ------------ Cash Flows From Investing Activities Acquisition, net of cash acquired (66,000) - Purchases of fixed assets (125,000) (101,000) Net cash used by investing activities (191,000) (101,000) ------------ ------------ Cash Flows From Financing Activities Proceeds from convertible note payable 3,175,000 - Proceeds from stock option exercises 48,000 - Proceeds from the sales of stock under the employee stock purchase plan 25,000 24,000 Principal payments on capitalized lease obligations (22,000) (147,000) Net decrease in short-term borrowings (1,792,000) (212,000) ------------ ------------ Net cash provided (used) by financing activities 1,434,000 (335,000) ------------ ------------ Net Increase in Cash and Cash Equivalents 156,000 403,000 Cash and Cash Equivalents at Beginning of Period 2,454,000 2,051,000 ------------ ------------ Cash and Cash Equivalents at End of Period $ 2,610,000 $ 2,454,000 ============ ============ * Derived from audited financial statements as of and for the year ended December 31, 2009. St. Bernard Software, Inc. (dba EdgeWave) Rollforward of GAAP Deferred Revenue (Unaudited) Three Months Ended December 31, 2010 GAAP deferred revenue balance at September 30, 2010 $ 20,996 Net billings during fourth quarter 2010 5,413 Less GAAP revenue recognized during fourth quarter 2010 4,754 -------- GAAP deferred revenue balance at December 31, 2010 $ 21,655 ======== Twelve Months Ended December 31, 2010 GAAP deferred revenue balance at January 1, 2010 $ 17,917 Assumed deferred revenue of Red Condor, Inc 977 Net billings year to date 2010 20,832 Less GAAP revenue recognized year to date 2010 18,071 -------- GAAP deferred revenue balance at December 31, 2010 $ 21,655 ========
Contact Information: Contact: Lorrie Hunsaker St. Bernard Software (dba EdgeWave) Investor and Public Relations Manager (858) 524-2002