Current Report


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

Date of Report (Date of earliest event reported): February 27, 2008

SOURCEFIRE, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

1-33350

52-2289365

(Commission File No.)

(IRS Employer Identification No.)


9770 Patuxent Woods Drive

Columbia, Maryland 21046

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: 410-290-1616

(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:

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 February 27, 2008, Sourcefire, Inc. (the "Company") issued a press release announcing its financial results for the three months and year ended December 31, 2007. A copy of this press release is attached hereto as Exhibit 99.1.

In accordance with General Instruction B.2. of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, and Exhibit 99.1 hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation language in such a filing, except as expressly set forth by specific reference in such a filing.

Item 9.01     Financial Statements and Exhibits.

(d)  Exhibits

 

Exhibit

Number

  Exhibit Description
99.1 Press Release, dated February 27, 2008, "Sourcefire Announces 2007 Fourth Quarter & Full Year Results."


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.

Date:

February 27, 2008

SOURCEFIRE, INC.

 

 

 

By:  

/s/ Todd P. Headley

 

Todd P. Headley

Chief Financial Officer


EXHIBIT INDEX

Exhibit

Number

 

Exhibit Description

99.1

Press Release, dated February 27, 2008, “Sourcefire Announces 2007 Fourth Quarter & Full Year Results.”

Exhibit 99.1

Sourcefire ® Announces 2007 Fourth Quarter & Full Year Results

Full Year 2007 Revenues Grow to a Record $56 Million, Over 24% from Year Ago Level; Gross Profit for 2007 Expands to 77% of Revenues from Year Ago Level of 75%

COLUMBIA, Md.--(BUSINESS WIRE)--Open source innovator and Snort ® creator, Sourcefire, Inc. (Nasdaq:FIRE), a leader in Enterprise Threat Management, today announced financial results for its fourth fiscal quarter and full year ended December 31, 2007.

Commenting on the full year results, Wayne Jackson, Sourcefire’s Chief Executive Officer stated, “Sourcefire accomplished many important milestones in 2007 including reaching our first full year of profitability, on an adjusted basis, and enhancing positive cash flow from operations while continuing to invest in future growth drivers including broadening our international footprint, increasing our investment in the Federal sector, and expanding our innovative line of best-of breed network security products.”

He continued to comment regarding the fourth quarter results, “We had a typically strong fourth quarter, highlighted by a record 44 six-figure transactions and the successful launch of our innovative 10 gigabit offering, successful both in terms of initial demand and in-field performance. During the quarter we closed 83 repeat customer product purchases and achieved new-customer wins in virtually every sector of our market.”

Financial Highlights


Non-GAAP Measures

In evaluating the operating performance of its business, Sourcefire’s management excludes certain charges and credits that are required by GAAP. These non-GAAP results provide useful information to both management and investors by excluding expenses which we believe may not be indicative of the Company’s core operating results. These items share one or more of the following characteristics: they are unusual and Sourcefire does not expect them to recur in the ordinary course of its business; they do not involve the expenditure of cash; or they are unrelated to the ongoing operation of the business in the ordinary course. These measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for, or superior to, GAAP results. The non-GAAP measures included in this press release have been reconciled to the nearest GAAP measure.

2007 Company Highlights



First Quarter 2008 Outlook

Based on information as of February 26, 2008, Sourcefire is establishing guidance for the first quarter of 2008 for revenue in the range of $12.0 million to $12.5 million, basic net loss per share in the range of $0.18 to $0.15 and adjusted net loss per share in the range of $0.14 to $0.11. Included in our forecast of adjusted net loss per share is stock compensation expense in the range of $775,000 to $875,000.

Conference Call and Webcast

On Wednesday, February 27, 2008 at 5:00 p.m. Eastern Time, Sourcefire will host a conference call to review these results. A listen-only web cast of the session will be available at http://investor.sourcefire.com. Those wishing to participate in the live session should use the following numbers to dial in:

Calling from the United States or Canada: 800-510-9661

Calling from other countries: 617-614-3452

Pass code: 21899639

An online replay will be available at http://investor.sourcefire.com following the completion of the live call and will remain available for at least 90 days.

About Sourcefire

Sourcefire, Inc. (Nasdaq: FIRE), Snort creator and open source innovator, is a world leader in Enterprise Threat Management (ETM) solutions. Sourcefire is transforming the way Global 2000 organizations and government agencies manage and minimize network security risks with its 3D Approach – Discover, Determine, Defend – to securing real networks. The Sourcefire 3D™ System is the first to unify IPS, NBA, NAC and Vulnerability Assessment technologies under the same management console. This ETM approach equips customers with an efficient and effective layered security defense – protecting network assets before, during and after an attack. Today, the names Sourcefire and founder Martin Roesch have grown synonymous with innovation and network security intelligence. For more information about Sourcefire, please visit http://www.sourcefire.com.

The following product categories are represented by the acronyms: Intrusion Prevention System (IPS); Network Behavior Analysis (NBA); Network Access Control (NAC); Vulnerability Assessment (VA).

SOURCEFIRE®, SNORT®, the Sourcefire logo, the Snort and Pig logo, SECURITY FOR THE REAL WORLD™, SOURCEFIRE DEFENSE CENTER™, SOURCEFIRE 3D™, RNA™, DAEMONLOGGER™, CLAMAV™, SOURCEFIRE SOLUTIONS NETWORK™, and certain other trademarks and logos are trademarks or registered trademarks of Sourcefire, Inc. in the United States and other countries. Other company, product and service names may be trademarks or service marks of others.

*Gartner Research “Magic Quadrant for Network Intrusion Prevention System Appliances, 2H06” by Greg Young and John Pescatore. December 22, 2006


Cautionary Language Concerning Forward-Looking Statements

The statements contained in this release that are not historical facts are “forward-looking statements” (as such term is defined in the Private Securities Litigation Reform Act of 1995) that involve risks and uncertainties. These statements include our expectations regarding our financial results. Management cautions the reader that these forward-looking statements are only predictions and are subject to a number of both known and unknown risks and uncertainties, and actual results, performance, and/or achievements of Sourcefire, Inc. may differ materially from the future results, performance, and/or achievements expressed or implied by these forward-looking statements as a result of a number of factors. These factors include, without limitation, the fact that our outlook for the full year of 2008 and the first quarter of 2008 could change, and also include, without limitation, those risks and uncertainties described from time to time in the reports filed by Sourcefire, Inc. with the Securities and Exchange Commission. Sourcefire, Inc. undertakes no obligation to update any forward-looking statements.


 
Sourcefire, Inc.
Consolidated Statements of Operations
(amounts in thousands, except share and per share information)
 
 
  (unaudited)    
Three Months Ended December 31 Twelve Months Ended December 31
2007   2006 2007 2006
Revenue:
Products $ 13,229 $ 11,829 $ 34,332 $ 30,219
Technical support and professional services   6,109     4,163     21,527     14,707  
Total revenue   19,338     15,992     55,859     44,926  
Cost of revenue:
Products 3,714 3,509 9,523 8,440
Technical support and professional services   1,083     616     3,360     2,632  
Total cost of revenue   4,797     4,125     12,883     11,072  
 
Gross profit 14,541 11,867 42,976 33,854
 
Operating expenses:
Research and development 3,826 2,278 11,902 8,612
Sales and marketing 7,297 6,140 25,860 20,652
General and administrative 3,311 1,430 10,599 5,017
Depreciation and amortization 472 318 1,649 1,230
In-process research and development         -     2,947     -  
Total operating expenses   14,906     10,166     52,957     35,511  
Loss from operations (365 ) 1,701 (9,981 ) (1,657 )
Other income (expense):
Interest and investment income 1,314 311 4,665 784
Interest expense - (35 ) (87 )
Other income (expense)   (17 )   39     (26 )   95  
Total other income (expense)   1,297     350     4,604     792  
Income (loss) before income taxes 932 2,051 (5,377 ) (865 )
Income tax expense   (124 )   (67 )   (244 )   (67 )
Net income (loss) 808 1,984 (5,621 ) (932 )
Accretion of preferred stock   -     (1,132 )   (870 )   (3,819 )
Net income (loss) attributable to common stockholders $ 808   $ 852   $ (6,491 ) $ (4,751 )
 
Net income (loss) attributable to common stockholders per share:
Basic $ 0.03 $ 0.25 $ (0.32 ) $ (1.40 )
Diluted $ 0.03 $ 0.04 $ (0.32 ) $ (1.40 )
 
Weighted average shares outstanding used in computing per share amounts:
Basic 24,561,490 3,477,440 20,434,792 3,389,527
Diluted 26,440,494 19,951,452 20,434,792 3,389,527
 

Note: Compensation cost under SFAS 123(R) for the three and twelve months ended December 31, 2007 and 2006 is included in the consolidated Statements of Operations as follows (in thousands):

(unaudited)

 

Three Months Ended December 31 Twelve Months Ended December 31
2007 2006 2007 2006
 
Cost of sales (product) $ 7 $ 2 $ 22 $ 2
Cost of sales (services)   18     2     69     2  
Stock-based compensation expense included in cost of sales 25 4 91 4
 
Research and development 151 97 408 140
Sales and marketing 256 247 1,011 367
General and administrative   304     177     1,136     295  
Stock-based compensation included in operating expenses   711     521     2,555     802  
Total stock-based compensation $ 736   $ 525   $ 2,646   $ 806  
 

Sourcefire, Inc.
Consolidated Balance Sheets
(amounts in thousands, except share and per share data)
 
  (unaudited)  
December 31 December 31
2007 2006
Assets
Current assets:
Cash and cash equivalents $ 33,071 $ 13,029
Held-to-maturity investments 69,816 12,385
Accounts receivable, net allowance for doubtful accounts of $160 in 2007 and $166 in 2006 20,689 16,507
Inventory 4,863 2,099
Prepaid expenses and other current assets   2,651     919  
Total current assets 131,090 44,939
 
Property and equipment, net 4,041 2,546
Intangible assets, net of accumulated amortization of $42 in 2007 and $0 in 2006 592 -
Held-to-maturity investments, less current portion 4,140 908
Restricted cash 1,000 -
Other assets   815     1,559  
Total assets $ 141,678   $ 49,952  
 
Liabilities, convertible preferred stock and stockholders' equity (deficit)
Current liabilities:
Accounts payable 5,930 3,081
Accrued compensation and related expenses 3,151 1,783
Other accrued expenses 1,458 1,312
Current portion of deferred revenue 18,417 11,735
Current portion of long-term debt - 675
Other current liabilities   832     501  
Total current liabilities 29,788 19,087
 
Deferred revenue, less current portion 2,610 2,380
Long-term debt, less current portion - 637
Other long-term liabilities   86     -  
Total liabilities 32,484 22,104
Commitments and contingencies

Series A convertible preferred stock, $0.001 par value; 2,495,410 shares authorized at December 31, 2006, 2,475,410 shares issued and outstanding at December 31, 2006; aggregate liquidation preference of $14,093 at December 31, 2006, no shares authorized, issued or outstanding at December 31, 2007

- 10,308
Warrants to purchase Series A convertible preferred stock - 25

Series B convertible preferred stock, $0.001 par value; 7,132,205 shares authorized, issued and outstanding at December 31, 2006; aggregate liquidation preference of $19,947 at December 31, 2006; no shares authorized, issued or outstanding at December 31, 2007

- 14,265

Series C convertible preferred stock, $0.001 par value; 5,404,043 shares authorized, issued and outstanding at December 31, 2006; aggregate liquidation preference of $26,050 at December 31, 2006; no shares authorized, issued or outstanding at December 31, 2007

- 18,270

Series D convertible preferred stock, $0.001 par value; 3,264,449 shares authorized, issued and outstanding at December 31, 2006; aggregate liquidation preference of $29,847 at December 31, 2006; no shares authorized, issued or outstanding at December 31, 2007

  -     23,879  
Total convertible preferred stock - 66,747
Stockholders' equity (deficit):

Common stock, $0.001 par value; 240,000,000 shares authorized; 24,642,433 and 3,491,764 shares issued and outstanding at December 31, 2007 and December 31, 2006, respectively

24 3
Additional paid-in capital 153,693 -
Accumulated deficit   (44,523 )   (38,902 )
Total stockholders' equity (deficit)   109,194     (38,899 )
Total liabilities, convertible preferred stock and stockholders' equity (deficit) $ 141,678   $ 49,952  

Sourcefire, Inc.
Consolidated Statements of Cash Flows
(amounts in thousands)
  (unaudited)  
Twelve Months Ended December 31
2007 2006
Operating activities
Net loss $ (5,621 ) $ (932 )
Adjustments to reconcile net loss to net cash provided by (used in)operating activities:
Depreciation and amortization 1,678 1,261
Provision for doubtful accounts (126 ) 55
Stock-based compensation 2,646 806
Amortization of (premium) discount on held-to-maturity investments (1,441 ) (81 )
Write-off of acquired in-process research and development costs 2,947 -
Changes in operating assets and liabilities:
Accounts receivable (4,056 ) (3,645 )
Inventory (2,764 ) (344 )
Prepaid expenses and other assets (2,027 ) (238 )
Accounts payable 2,849 901
Accrued expenses 1,514 681
Deferred revenue 6,912 3,520
Other liabilities   417     84  
Net cash provided by operating activities   2,928     2,068  
 
Investing activities
Purchase of property and equipment (3,131 ) (1,285 )
Purchase of held-to-maturity investments (125,154 ) (13,207 )
Proceeds from maturities of held-to-maturity investments 65,932 2,000
Cash paid for acquisition of ClamAV, including direct acquisition cost of $81 (3,581 ) -
Cash held in escrow related to acquisition of ClamAV   (1,000 )   -  
Net cash used in investing activities   (66,934 )   (12,492 )
 
Financing activities
Borrowings of long-term debt 113 887
Repayments of long-term debt (1,425 ) (565 )
Proceeds from issuance of Series D Redeemable Convertible Preferred Stock, net of offering costs - 22,921
Proceeds from issuance of common stock, net of underwriters' discount of $6,495 86,288

-

Proceeds from exercise of stock options 333 143
Excess tax benefits relating to share-based payments 106

-

Payment of equity offering costs   (1,367 )   (1,039 )
Net cash provided by financing activities   84,048     22,347  
Net increase in cash and cash equivalents 20,042 11,923
Cash and cash equivalents at beginning of period   13,029     1,106  
Cash and cash equivalents at end of period $ 33,071   $ 13,029  
Sourcefire, Inc.
Reconciliation of Non-GAAP Measures to GAAP (Unaudited)
(amounts in thousands, except share and per share information)
 
  Three Months Ended December 31   Twelve Months Ended December 31
2007   2006 2007   2006
Reconciliation to adjusted net income (loss):
Net income (loss) 808 1,984 (5,621 ) (932 )
Stock-based compensation expense 736 525 2,646 806
In-process research and development - - 2,947 -
Expense for additional source code regarding ClamAV 1,000 - 1,000 -
Amortization of acquired intangibles   32   -   42    

-

 
Adjusted net income (loss) $ 2,576 $ 2,509 $ 1,014   $ (126 )
 
Adjusted net income (loss) per share - basic $ 0.10 $ 0.72 $ 0.05 $ (0.04 )
Adjusted net income (loss) per share - diluted $ 0.10 $ 0.13

-

-

 
Weighted average number of shares - basic 24,561,490 3,477,440 20,434,792 3,389,527
Weighted average number of shares - diluted 26,440,494 19,951,452

-

-

CONTACT:
Sourcefire, Inc.
Investor Contact:
Tania Almond, Investor Relations Officer
410-423-1919
tania.almond@sourcefire.com
or
Media Contact:
Welz & Weisel Communications
Tony Welz, Principal
703-218-3555 x226
tony@w2comm.com