Eloqua Announces Fourth Quarter and Full Year 2012 Financial Results

  Eloqua Announces Fourth Quarter and Full Year 2012 Financial Results

Business Wire

VIENNA, Va. -- February 1, 2013

Eloqua, the marketing system of record for modern marketers, today announced
financial results for the three and twelve month period ended December 31,
2012.

Financial Highlights for the Full Year Ended December 31, 2012

Total revenue for the full year was $95.8 million, an increase of 34% from
$71.3 million in 2011. Subscription and Support revenue was $83.9 million, an
increase of 33% from $63.2 million in 2011. Professional Services revenue was
$11.9 million, an increase of 46% from $8.1 million in 2011.

GAAP operating loss for the full year of 2012 was $(10.8) million, compared to
GAAP operating loss of $(5.1) million in 2011. GAAP net loss attributable to
common stockholders was $(78.2) million or $(5.40) per basic and diluted
share, based on 14.5 million weighted average shares outstanding. GAAP net
loss attributable to common stockholders for 2012 includes $66.9 million of
accretion of redeemable preferred stock expense. This compares to a GAAP net
loss attributable to common stockholders of $(95.8) million or $(116.74) per
basic and diluted share, based on 0.8 million weighted average shares
outstanding for 2011. GAAP net loss attributable to common stockholders for
2011 includes $89.7 million of accretion of redeemable preferred stock
expense.

Non-GAAP operating loss for the full year 2012 was $(7.3) million, compared to
a non-GAAP operating loss of $(3.3) million for the full year 2011. Non-GAAP
net loss for the full year 2012 was $(7.4) million or $(0.22) per basic and
diluted share, based on 33.5 million pro forma weighted average shares
outstanding, compared to a non-GAAP net loss of $(3.7) million for the full
year 2011, or $(0.11), per basic and diluted share, based on 32.4 million pro
forma weighted average shares outstanding.

A reconciliation of GAAP operating and net income to Non-GAAP operating and
net income has been provided in the financial statement tables included in
this press release. An explanation of these measures is also included below
under the heading “Non-GAAP Financial Measures.”

Cash and cash equivalents were $92.9 million as of December 31, 2012, compared
to $85.5 million as of September 30, 2012. For the full year 2012, net cash
used in operating activities was ($6.4) million, compared to net cash provided
by operating activities of $2.7 million for the full year 2011. Free cash flow
was $(11.1) million for the full year 2012, compared to free cash flow of
$(0.2) million for the full year 2011.

Financial Highlights for the Fourth Quarter Ended December 31, 2012

Total revenue for the fourth quarter of 2012 was $27.0 million, an increase of
27% from $21.3 million in the fourth quarter of 2011. Subscription and Support
revenue was $22.9 million, an increase of 28% from $17.9 million in the fourth
quarter of 2011. Professional Services revenue was $4.1 million, an increase
of 21% from $3.4 million in the fourth quarter of 2011.

GAAP operating loss for the fourth quarter of 2012 was $(3.8) million,
compared to GAAP operating loss of $(1.1) million for the fourth quarter of
2011. GAAP net loss attributable to common stockholders was $(3.7) million or
$(0.11) per basic and diluted share, based on 34.4 million weighted average
shares outstanding. This compares to a GAAP net loss attributable to common
stockholders of $(18.8) million or $(19.09) per basic and diluted share, based
on 1.0 million weighted average shares outstanding, for the fourth quarter of
2011. GAAP net loss attributable to common stockholders for the fourth quarter
of 2011 includes $17.4 million of accretion of redeemable preferred stock
expense.

Non-GAAP operating loss for the fourth quarter of 2012 was $(2.6) million,
compared to a non-GAAP operating loss of $(0.4) million for the fourth quarter
of 2011. Non-GAAP net loss was $(2.6) million or $(0.07) per basic share and
diluted, based on 34.4 million pro forma weighted average shares outstanding
compared to non-GAAP net loss of $(0.6) million for the fourth quarter of
2011, or $(0.02) per basic and diluted share, based on 32.6 million pro forma
weighted average shares outstanding.

Net cash used in operating activities was ($2.7) million for the fourth
quarter of 2012, compared to net cash used in operating activities of ($1.0)
million for the fourth quarter of 2011. Free cash flow was ($4.5) million for
the fourth quarter of 2012, compared to free cash flow of ($1.6) million for
the fourth quarter of 2011.

On December 20, 2012, Eloqua announced an agreement to be acquired by Oracle
for $23.50 per share. A special meeting of the shareholders of Eloqua will be
held on Friday, February 8, 2013, at 10:00 a.m., local time, at the offices of
Goodwin Procter LLP, 901 New York Avenue, NW, Washington, DC 20001 to consider
and vote on the proposed transaction.

Non-GAAP Financial Measures

Eloqua has provided in this release financial information that has not been
prepared in accordance with accounting principles generally accepted in the
United States of America, or GAAP. This information includes non-GAAP
operating loss, non-GAAP net loss, non-GAAP net loss per share, pro forma
weighted average shares outstanding and free cash flow. Non-GAAP operating
loss is based on GAAP operating loss and excludes stock-based compensation
expense; non-GAAP net loss is based on GAAP net loss and excludes accretion of
dividends on redeemable preferred stock, stock-based compensation expense,
change in fair value of warrants and income tax (benefit) expense; free cash
flow is based on net cash (used in) provided by operating activities less
purchases of property and equipment. Eloqua uses these non-GAAP financial
measures internally in analyzing its financial results and believes they are
useful to investors, as a supplement to GAAP measures in evaluating Eloqua's
ongoing operational performance.

Non-GAAP financial measures should not be considered in isolation from, or as
a substitute for, financial information prepared in accordance with GAAP.
Investors are encouraged to review the reconciliation of these non-GAAP
measures to their most directly comparable GAAP financial measure. A
reconciliation of GAAP to the non-GAAP financial measures has been provided in
the tables included as part of this press release.

About Eloqua

Eloqua (NASDAQ: ELOQ) is the marketing system of record for modern marketers.
The company's cloud software, professional services and education programs
provide marketers with the technology and expertise needed to help marketing
drive revenue. More than 100,000 global users from companies both large and
small, rely on themarketing automationpower of Eloqua to improvedemand
generationandlead managementwhile driving morequalified leads. Eloqua's
customers include AON, Dow Jones, ADP, Fidelity, Polycom, and National
Instruments. The company is headquartered in Vienna, Virginia. For more
information, visitwww.eloqua.com, subscribe to theIt's All About
Revenueblog, call866-327-8764, or emaildemand@eloqua.com.


ELOQUA, INC.
UNAUDITED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
                                                        
                                                             
                                       December 31, 2012     December 31, 2011
ASSETS
Current assets:
Cash and cash equivalents            $ 92,914              $ 7,240
Accounts receivable, net of
reserve of $615 and $725,              30,802                18,228
respectively
Deferred commissions and other         1,846                 2,680
deferred costs
Deferred tax asset                     572                   781
Prepaid expense and other assets       3,100                4,153        
Total current assets                   129,234               33,082
Property and equipment, net of
accumulated depreciation and           6,193                 3,721
amortization of $9,505 and 7,242,
respectively
Deferred commissions and other         526                   902
deferred costs
Deferred tax asset                     3,965                3,800        
Total assets                         $ 139,918            $ 41,505       
                                                             
LIABILITIES, REDEEMABLE PREFERRED
STOCK AND STOCKHOLDERS' EQUITY
(DEFICIT)
Current liabilities:
Accounts payable                     $ 3,846               $ 3,263
Accrued employee compensation and      13,356                3,479
related costs
Accrued and other current              7,531                 7,858
liabilities
Deferred revenue, current portion      38,148                28,863
Current portion of long-term debt      -                    834          
Total current liabilities              62,881                44,297
Long-term debt, net of current         -                     1,458
portion
Non current deferred revenue and       2,545                1,943        
other liabilities
Total liabilities                      65,426                47,698
Redeemable convertible preferred
stock:
Series A preferred stock, $0.0001
par value, 12,124,650 shares           -                     39,406
authorized,
issued and outstanding at December
31, 2011 and no shares outstanding
at December 31, 2012;
liquidation preference of $39,406
at December 31, 2011
Series B preferred stock, $0.0001
par value, 17,678,926 shares           -                     57,456
authorized,
issued and outstanding at December
31, 2011 and no shares outstanding
at December 31, 2012;
liquidation preference of $57,456
at December 31, 2011
Series C preferred stock, $0.0001
par value, 21,483,563 shares           -                     64,242
authorized,
and 19,766,821 shares issued and
outstanding at December 31, 2011
and no shares outstanding at
December 31, 2012;
liquidation preference of $64,242                           
at December 31, 2011
Total redeemable convertible           -                    161,104      
preferred stock
Stockholders' equity (deficit)
Eloqua, Inc. stockholders' equity
(deficit):
Common stock, $0.0001 par value;
100,000,000 and 90,000,000 shares
authorized, 35,525,498 and
1,063,368
shares issued and outstanding at
December 31, 2012 and December 31,     3                     -
2011
Additional paid-in capital             319,070               -
Accumulated deficit                    (244,581     )        (169,259     )
Total Eloqua, Inc. stockholders'       74,492                (169,259     )
equity (deficit)
Noncontrolling interest                -                    1,962        
Total stockholders' equity             74,492               (167,297     )
(deficit)
Total liabilities, redeemable
preferred stock and stockholders'    $ 139,918            $ 41,505       
equity
                                                                          


ELOQUA, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
                                                              
                                                                     
                    Three months ended December     Twelve months ended
                    31,                             December 31,
                    2012           2011         2012          2011    
                                                                     
Revenue:
Subscription      $ 22,879          $ 17,925      $ 83,906         $ 63,222
and support
Professional        4,084            3,382        11,856          8,126   
services
Total revenue       26,963           21,307       95,762          71,348  
Cost of
revenue:
Subscription        4,806             3,191         15,758           12,330
and support
Professional        3,714            3,415        11,537          10,718  
services
Total cost of       8,520            6,606        27,295          23,048  
revenue
Gross profit        18,443           14,701       68,467          48,300  
Operating
expenses:
Research and        3,821             3,207         13,664           11,679
development
Marketing and       11,288            8,071         40,708           29,481
sales
General and         7,109             4,485         21,419           12,208
administrative
Litigation          -                -            3,500           -       
settlement
Total operating     22,218           15,763       79,291          53,368  
expenses
Loss from           (3,775      )     (1,062  )     (10,824    )     (5,068  )
operations
Other income        34               (237    )     (288       )     (707    )
(expense), net
Loss before
benefit             (3,741      )     (1,299  )     (11,112    )     (5,775  )
(provision) for
income taxes
Benefit
(provision) for     46               (102    )     (152       )     (378    )
income taxes
Net loss            (3,695      )     (1,401  )     (11,264    )     (6,153  )
Accretion of
dividends on        -                (17,351 )     (66,920    )     (89,659 )
redeemable
preferred stock
Net loss
attributable to   $ (3,695      )   $ (18,752 )   $ (78,184    )   $ (95,812 )
common
stockholders
                                                                     
Net loss per
share
attributable to
common            $ (0.11       )   $ (19.09  )   $ (5.40      )   $ (116.74 )
stockholders,
basic and
diluted
Weighted
average common
shares              34,375,057       982,471      14,490,578      820,734 
outstanding,
basic and
diluted
                                                                             


ELOQUA, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
                                                             
                                                                      
                   Three months ended December      Twelve months ended
                   31,                              December 31,
                   2012           2011          2012           2011   
Cash flows
from operating
activities:
Net loss         $ (3,695   )     $  (1,401  )    $ (11,264  )     $  (6,153 )
Adjustments to
reconcile net
loss to net
cash (used in)
provided by
operating
activities:
Depreciation
and                739               506            2,263             1,872
amortization
Stock-based
compensation       1,196             682            3,547             1,812
expense
Foreign
currency           3                 44             (41      )        65
transaction
gain (loss)
Deferred           (87      )        52             40                264
income taxes
Loss on
disposal of        -                 173            -                 173
fixed assets
Change in fair
value of           -                 51             189               264
Series C
warrants
Change in
operating
assets and
liabilities:
Accounts
receivable,        (10,876  )        (6,997  )      (12,574  )        (2,362 )
net
Prepaid
expenses and       494               (1,185  )      (464     )        (2,102 )
other assets
Deferred
commissions        176               1,005          1,210             (59    )
and other
deferred costs
Accounts
payable and
accrued and        3,976             4,746          808               5,200
other current
liabilities
Deferred           5,672             570            9,285             3,492
revenue
Noncurrent
deferred
revenue and        (254     )        788           606              271    
other
liabilities
Net cash (used
in) provided       (2,656   )        (966    )      (6,395   )        2,737  
by operating
activities
Cash flows
from investing
activities:
Purchases of
property and       (1,869   )        (669    )      (4,735   )        (2,898 )
equipment
Net cash used
in investing       (1,869   )        (669    )      (4,735   )        (2,898 )
activities
Cash flows
from financing
activities:
Repayment of       -                 (208    )      (2,292   )        (208   )
long-term debt
Net IPO            -                 -              85,760            -
Proceeds
Tax
withholdings
on stock           9,708                            9,708
options
exercised
Principal
payments under     -                 (152    )      -                 (321   )
capital lease
obligations
Common stock       2,261            84            3,587            446    
issued
Net cash
provided by
(used in)          11,969           (276    )      96,763           (83    )
financing
activities
Effect of
exchange rate
changes of         (3       )        (44     )      41                (65    )
cash and cash
equivalents
Net increase
(decrease) in      7,441             (1,955  )      85,674            (309   )
cash and cash
equivalents
Cash and cash
equivalents at     85,473           9,195         7,240            7,549  
beginning of
the period
Cash and cash
equivalents at   $ 92,914        $  7,240       $ 92,914        $  7,240  
end of the
period
                                                                             


ELOQUA, INC.
UNAUDITED SUMMARY OF STOCK-BASED COMPENSATION INCLUDED IN THE CONSOLIDATED
STATEMENTS OF OPERATIONS
(IN THOUSANDS)
                                                               
                                                                        
                                Three months ended         Twelve months ended
                                December 31,               December 31,
                                2012          2011       2012       2011
                                                                        
Cost of revenue               $ 203         $   89       $ 573       $  284
Sales and marketing             454             177        1,160        514
Research and development        134             91         439          313
General and administrative      405             325        1,375        701
Total Stock-Based             $ 1,196       $   682      $ 3,547     $  1,812
Compensation Expense
                                                                        


ELOQUA, INC.
UNAUDITED NON-GAAP OPERATING LOSS, NON-GAAP NET LOSS, NON-GAAP NET LOSS PER SHARE
AND FREE CASH FLOW RECONCILIATIONS TO GAAP
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
                                                              
                                                                     
                  Three months ended December       Twelve months ended December
                  31,                               31,
                  2012            2011            2012            2011       
                                                                     
Reconciliation of Loss From Operations to Non-GAAP Operating Loss
                                                                     
Loss From       $ (3,775     )   $ (1,062     )   $ (10,824    )   $ (5,068     )
Operations
Adjustments
to loss from
operations:
Stock-based
compensation      1,196           682             3,547           1,812      
expense
Non-GAAP
Operating       $ (2,579     )   $ (380       )   $ (7,277     )   $ (3,256     )
Loss
                                                                     
                                                                     
                                                                     
                                                                     
Reconciliation of Net Loss to Non-GAAP Net Loss Per Share
                                                                     
Net Loss        $ (3,695     )   $ (1,401     )   $ (11,264    )   $ (6,153     )
Accretion of
dividends on
redeemable        -               (17,351    )     (66,920    )     (89,659    )
preferred
stock
Net loss
attributable      (3,695     )     (18,752    )     (78,184    )     (95,812    )
to common
stockholders
Adjustments
to net loss
attributable
to common
stockholders:
Accretion of
dividends on
redeemable        -                17,351           66,920           89,659
preferred
stock
Stock-based
compensation      1,196            682              3,547            1,812
expense
Change in
fair value of     -                51               189              264
Series C
warrants
Income tax
(benefit)         (46        )     102             152             378        
expense
Total
adjustments
to net loss       1,150           18,186          70,808          92,113     
from common
stockholders
Non-GAAP Net    $ (2,545     )   $ (566       )   $ (7,376     )   $ (3,699     )
Loss
Pro forma
weighted
average
common shares     34,375,057      32,588,175      33,478,768      32,426,411 
outstanding,
basic and
diluted**
Non-GAAP Net
Loss Per        $ (0.07      )   $ (0.02      )   $ (0.22      )   $ (0.11      )
Share
                                                                     
                                                                     
** The pro forma weighted average common shares outstanding reflects 1) the
conversion of preferred stock into common stock 2) the conversion of exchangeable
shares into common stock and 3) the 8.2 million shares of common stock issued
upon the initial public offering completed on August 7, 2012 as if these shares
were outstanding for all periods included in the calculation.
                                                                     
Reconciliation of Net Cash (Used In) Provided By Operating Activities to Free
Cash Flow
                                                                     
Net Cash
(Used In)
Provided By     $ (2,656     )   $ (966       )   $ (6,395     )   $ 2,737
Operating
Activities
Less:
Purchases of
property and      (1,869     )     (669       )     (4,735     )     (2,898     )
equipment
Free Cash       $ (4,525     )   $ (1,635     )   $ (11,130    )   $ (161       )
Flow

Contact:

Investor Relations Contact:
ICR
Staci Mortenson, 203-682-8273
staci.mortenson@icrinc.com
or
Media Contact:
Eloqua
Sheila Lahar, 617-651-8137
sheila.lahar@eloqua.com