FREMONT, Calif., Nov. 3, 2014 /PRNewswire/ -- Procera Networks, Inc. (NASDAQ: PKT), the global Subscriber Experience company, today reported financial results for its third quarter ended on September 30, 2014.

Third Quarter 2014 Financial & Business Highlights


    --  Reports revenue of $16.1 million
    --  The ratio of bookings to revenue was above one
    --  Added three new service provider customers
    --  Received over $5 million in first-time orders from a Tier 1 European MSO
        for our Service Plan Assurance solution offering
    --  Established as a leader in the NFV (Network Function Virtualization)
        performance arena by the European Advanced Network Test Center at
        40Gbps/s on COTS Equipment

Revenue for the third quarter of 2014 was $16.1 million, compared with $21.3 million in the third quarter of 2013.

GAAP net loss for the third quarter of 2014 was $15.7 million, or $0.77 per diluted share, which includes a $12.4 million impairment charge to write-down the goodwill and purchased intangible assets related to an acquisition, and compared with a GAAP net loss of $3.0 million, or $0.15 per diluted share, for the third quarter of 2013. Non-GAAP net loss for the third quarter of 2014 was $1.5 million, or $0.08 per diluted share, compared with a non-GAAP net loss of $0.2 million, or $0.01 per diluted share, for the third quarter of 2013. The ratio of bookings to revenue was above one for the third quarter of 2014.

A description of the non-GAAP financial measures and reconciliation to comparable GAAP measures is provided in the accompanying table entitled "Use of Non-GAAP Financial Information" below.

"Our results for the quarter reflect our previously announced expectations, and although they are below our initial plans, we believe we have laid a solid technology and customer foundation to improve the financial fundamentals and drive shareholder value," said James Brear, president and chief executive officer of Procera Networks. "With the recent customer wins and successes in R&D, we are achieving our strategic goals in the areas of analytics and virtualization, and are focused on returning Procera to a long term growth trajectory."

Guidance
Revenue for the fiscal year ending December 31, 2014 is expected to be in the range of $70 million to $75 million.

This guidance is an estimate only and actual performance could differ. Procera's financial results historically have been volatile, and a number of uncertainties and other factors may cause Procera's future results, performance or achievements to be materially different from prior results.

Conference Call Information
Procera Networks, Inc. is hosting a conference call for analysts and investors to discuss its third quarter 2014 results at 1:30 p.m. Pacific time (4:30 p.m. Eastern time) today, November 3, 2014. A live audio webcast of the conference call along with supplemental financial information will also be accessible from the "Investor Relations" section of Procera's website at http://proceranetworks.com/investors. A replay will be available following the call on Procera's Investor Relations website and for one week at the following numbers: 1-877-870-5176 (domestic), 1-858-384-5517 (international) using ID# 13592573.

Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements related to Procera Networks, Inc., including statements about Procera's expectations for 2014 revenue, long-term growth and the market opportunity, the estimated future value of Procera's recently awarded business, potential applications for Procera's products, as well as Procera's general outlook. Statements in this release that are not historical or current facts are forward-looking statements. All forward-looking statements in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that may cause Procera's actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. These risks and uncertainties include, without limitation, risks and uncertainties related to the acceptance and adoption of Procera's products; Procera's ability to service and upgrade its products; lengthy sales cycles and lab and field trial delays by service providers; its ability to obtain any follow-on orders from major customers; its customers canceling orders or awards; its ability to achieve revenue recognition on awarded business; its dependence on a limited product line and key customers; its dependence on key employees; its ability to compete in our industry with companies that are significantly larger and have greater resources than us; its ability to manage costs effectively; its ability to protect its intellectual property rights in a global market; its ability to manufacture product quickly enough to meet potential demand; and other risks and uncertainties described more fully in Procera's documents filed with or furnished to the Securities and Exchange Commission. More information about these and other risks that may impact Procera Networks' business are described in the "Risk Factors" sections of its Form 10-K filed for the year ended December 31, 2013 and its Form 10-Qs filed for the quarters ended March 31, 2014, and June 30, 2014, and other reports filed with the SEC, which are available free of charge on the SEC's website at http://www.sec.gov and on Procera's website at http://www.proceranetworks.com. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. All forward-looking statements in this press release are based on information available to Procera as of the date hereof, and Procera undertakes no obligation to update, amend or clarify any forward-looking statement for any reason.

Use of Non-GAAP Financial Information
In addition to the financial results presented in accordance with U.S. Generally Accepted Accounting Principles (GAAP), this press release and the accompanying tables and the related earnings conference call contain certain non-GAAP financial measures. Our management regularly uses these supplemental non-GAAP financial measures internally to understand and manage our business and forecast future periods and believes that these non-GAAP financial measures, when taken together with the corresponding GAAP measures, provide incremental insight into the underlying factors and trends affecting both Procera's performance and its cash-generating potential.

Our non-GAAP financial measures include adjustments for stock-based compensation expenses; business development expenses; cost reduction efforts; and acquisition-related intangible asset and deferred compensation amortization, impairment and tax effects. We have excluded the effect of stock-based compensation; the cost of outside professional services for negotiating and performing legal, accounting and tax due diligence for potential mergers and acquisitions; expenses connected with cost reduction efforts; and acquisition-related intangible asset and deferred compensation amortization, impairment, and tax effects, from our non-GAAP gross profit, operating expenses and net income measures. Stock-based compensation, which represents the estimated fair value of stock options, restricted stock and restricted stock units granted to employees, is excluded since grant activities vary significantly from quarter to quarter in both quantity and fair value. In addition, although stock-based compensation will recur in future periods, excluding this expense allows us to better compare core operating results with those of our competitors who also generally exclude stock-based compensation from their core operating results, and who may have different granting patterns and types of equity awards and who may use different option valuation assumptions than we do. Business development expenses are necessary as part of certain growth strategies, such as through mergers and acquisitions, and will occur when such transactions are pursued. We have excluded these expenses because they can vary materially from period-to-period and transaction-to-transaction and expenses associated with these business development activities are not considered a key measure of Procera's operating performance. Cost reduction efforts occur with shifts in objectives and evolving requirements of the business and can result in fluctuating expenses connected with reducing employment in certain areas. We have excluded these expenses because they can vary significantly from period-to-period and are not considered a key measure of Procera's operating performance. Acquisition-related intangible asset and deferred compensation amortization, impairment and tax effects represent non-cash charges and benefits that result from the accounting for acquisitions. We have excluded these items because, in any period, they may not directly correlate to the underlying performance of Procera's business and these items can vary materially from period-to-period and transaction-to-transaction. In addition, we exclude these acquisition-related costs and benefits when evaluating our current operating performance.

Our non-GAAP financial measures may not reflect the full economic impact of Procera's activities. Further, these non-GAAP financial measures may be unique to Procera, as they may be different from non-GAAP financial measures used by other companies, including Procera's competitors. As such, this presentation of non-GAAP financial measures may not enhance the comparability of Procera's results to the results of other companies. Investors are cautioned not to place undue reliance on our non-GAAP financial measures. In addition, investors are cautioned that these non-GAAP financial measures are not intended to be considered in isolation and should be read in conjunction with our consolidated financial statements prepared in accordance with GAAP.

For a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures, please see the section of the accompanying tables titled, "GAAP to Non-GAAP Reconciliations."

About Procera Networks Inc.
Procera Networks, Inc. (NASDAQ: PKT), the Global Subscriber Experience company, is revolutionizing the way operators and vendors monitor, manage and monetize their network traffic. Elevate your business value and improve customer experience with Procera's sophisticated intelligence solutions. For more information, visit www.proceranetworks.com or follow Procera on Twitter at @ProceraNetworks.

Investor Relations Contact
Michael Bishop
Blueshirt Group (for Procera Networks)
mike@blueshirtgroup.com
1-415-217-4968

Media Contact
Bob Eastwood
Engage PR (for Procera Networks)
beastwood@engagepr.com
1-510-748-8200 x215



    Procera Networks, Inc.

    Condensed Consolidated Statements of Operations

    Unaudited

    (in thousands, except per share data)

                                                                      Three Months Ended                      Nine Months Ended

                                                                       September 30,                           September 30,
                                                                       -------------                           -------------

                                                                                              2014                                    2013                     2014                      2013
                                                                                              ----                                    ----                     ----                      ----

    Sales:

                  Product sales                               $11,164                                 $16,301                                  $35,792                  $40,328

                  Support sales                                 4,945                                   5,032                                   15,466                   13,015


                                    Total sales                                             16,109                                  21,333                   51,258                    53,343

    Cost of sales:

                   Product cost of
                   sales                                        4,774                                  10,080                                   17,645                   22,451

                   Support cost of
                   sales                                        1,118                                     896                                    3,269                    2,442


                                    Total cost of sales                                      5,892                                  10,976                   20,914                    24,893
                                                                                             -----                                  ------                   ------                    ------


                                    Gross profit                                            10,217                                  10,357                   30,344                    28,450
                                                                                            ------                                  ------                   ------                    ------

                                                                                             63.4%                                  48.5%                   59.2%                    53.3%

    Operating expenses:

                   Research and
                   development                                  4,096                                   3,945                                   12,360                   12,532

                   Sales and
                   marketing                                    6,497                                   7,322                                   20,425                   21,293

                   General and
                   administrative                               2,760                                   2,510                                    8,311                    9,498

                  Impairment of
                   goodwill and
                   purchased
                   intangible
                   assets                                      12,380                                       -                                  12,380                        -


                                    Total operating expenses                                25,733                                  13,777                   53,476                    43,323
                                                                                            ------                                  ------                   ------                    ------


    Loss from operations                                                                (15,516)                                (3,420)                (23,132)                 (14,873)
                                                                                         -------                                  ------                  -------                   -------


    Interest and other income (expense), net                                               (356)                                    232                    (245)                      203
                                                                                            ----                                     ---                     ----                       ---


                   Loss before
                   income taxes                              (15,872)                                (3,188)                                (23,377)                (14,670)

    Income tax benefit                                                                     (160)                                  (205)                   (281)                  (1,688)
                                                                                            ----                                    ----                     ----                    ------

                  Net loss                                                                 $(15,712)                               $(2,983)               $(23,096)                $(12,982)



    Net loss per share - basic and diluted                                               $(0.77)                                $(0.15)                 $(1.13)                  $(0.65)
                                                                                          ======                                  ======                   ======                    ======


    Shares used in computing net loss per share:

                  Basic and diluted                            20,500                                  20,031                                   20,395                   20,007


    Procera Networks, Inc.

    Condensed Consolidated Balance Sheets

    (in thousands)

                                                                            September 30,               December 31,

                                                                                                2014                       2013
                                                                                                ----                       ----

                                                                             (unaudited)

    ASSETS

    Current Assets:

                                           Cash and cash
                                           equivalents                            $14,248                     $90,774

                                           Short-term
                                           investments                             87,921                      15,789

                                           Accounts
                                           receivable,
                                           net of
                                           allowance                               19,941                      25,008

                                           Inventories,
                                           net                                     15,917                      18,836

                                           Prepaid
                                           expenses and
                                           other                                    3,351                       2,128


    Total current assets                                                                   141,378                    152,535


                                           Property and
                                           equipment, net                           7,603                       7,121

                                           Intangible
                                           assets, net                              3,320                       6,270

                                          Goodwill                                                 960                     12,326

                                           Deferred tax
                                           asset                                      866                       1,101

                                           Other non-
                                           current assets                             120                          83


    Total assets                                                   $154,247                    $179,436
                                                                   ========                    ========


    LIABILITIES AND STOCKHOLDERS' EQUITY

    Current liabilities:

                                           Accounts
                                           payable                                 $3,811                      $7,305

                                           Deferred
                                           revenue                                 11,944                      11,633

                                           Accrued
                                           liabilities                              5,691                       6,721


    Total current liabilities                                                               21,446                     25,659


    Non-current liabilities:

                                           Deferred
                                           revenue                                  3,116                       3,273

                                           Deferred tax
                                           liability                                  866                       1,690

                                          Deferred rent                               122                         143


    Total liabilities                                                                       25,550                     30,765


    Commitments and contingencies                                -                      -


    Stockholders' equity:

                                          Common stock                                 21                          21

                                           Additional
                                           paid-in
                                           capital                                223,844                     219,763

                                           Accumulated
                                           other
                                           comprehensive
                                           loss                                   (2,856)                    (1,897)

                                           Accumulated
                                           deficit                               (92,312)                   (69,216)


    Total stockholders' equity                                                             128,697                    148,671
                                                                                           -------                    -------


    Total liabilities and stockholders'
     equity                                               $154,247                $179,436
                                                          ========                ========




    Procera Networks, Inc.

    GAAP to Non-GAAP Reconciliation; and Supplemental Financial Information

    Unaudited

    (in thousands, except per share data)

                                                                                                            Three Months Ended                                    Nine Months Ended
                                                                                                            ------------------                                    -----------------

                                                                                                       September 2014                        June 2014                               September 2013                           September 2014                             September 2013
                                                                                                       --------------                        ---------                               --------------                           --------------                             --------------

    Sales:

                            Product sales                                                      $11,164                               $15,124                                 $16,301                                  $35,792                                    $40,328

                            Support sales                                                        4,945                                 5,484                                   5,032                                   15,466                                     13,015


                            Total sales                                                         16,109                                20,608                                  21,333                                   51,258                                     53,343

    Cost of sales:

                             Product cost of sales,
                             GAAP                                                                4,774                                 7,780                                  10,080                                   17,645                                     22,451


                             Non-GAAP
                             adjustments:

                                                       Stock-based compensation (1)                                            (7)                           (7)                                          (19)                                     (29)                                       (58)

                                                       Amortization of intangibles (2)                                       (264)                         (267)                                         (275)                                    (793)                                      (819)

                                                       Cost reduction efforts (3)                                                -                             -                                             -                                    (237)                                          -
                                                                                                                               ---                           ---                                           ---                                     ----                                         ---

                             Product cost of
                             sales, non-GAAP                                                     4,503                                 7,506                                   9,786                                   16,586                                     21,574


                             Support cost of sales,
                             GAAP                                                                1,118                                 1,085                                     896                                    3,269                                      2,442

                             Non-GAAP
                             adjustments:

                                                       Stock-based compensation (1)                                           (85)                          (86)                                          (82)                                    (253)                                      (223)
                                                                                                                               ---                            ---                                            ---                                      ----                                        ----

                             Support cost of
                             sales, non-GAAP                                                     1,033                                   999                                     814                                    3,016                                      2,219
                                                                                                 -----                                   ---                                     ---                                    -----                                      -----


                             Total cost of
                             sales, non-GAAP                                                     5,536                                 8,505                                  10,600                                   19,602                                     23,793
                                                                                                 -----                                 -----                                  ------                                   ------                                     ------

                             Gross profit, non-
                             GAAP                                                               10,573                                12,103                                  10,733                                   31,656                                     29,550
                                                                                                ------                                ------                                  ------                                   ------                                     ------

                                                                                                                             65.6%                         58.7%                                         50.3%                                    61.8%                                      55.4%

    Operating expenses:

                             Research and
                             development                                                         4,096                                 3,716                                   3,945                                   12,360                                     12,532

                             Non-GAAP
                             adjustments:

                                                       Stock-based compensation (1)                                          (314)                         (296)                                         (218)                                    (998)                                      (933)

                                                       Cost reduction efforts (3)                                                -                             -                                             -                                    (206)                                          -

                                                       Deferred compensation (5)                                                 -                             -                                         (753)                                     (65)                                    (2,193)
                                                                                                                               ---                           ---                                          ----                                       ---                                      ------

                             Research and
                             development, non-
                             GAAP                                                                3,782                                 3,420                                   2,974                                   11,091                                      9,406



                            Sales and marketing                                                  6,497                                 7,051                                   7,322                                   20,425                                     21,293

                             Non-GAAP
                             adjustments:

                                                       Stock-based compensation (1)                                          (443)                         (398)                                         (385)                                  (1,249)                                    (1,348)

                                                       Amortization of intangibles (2)                                       (114)                         (115)                                         (117)                                    (342)                                      (353)

                                                       Cost reduction efforts (3)                                            (327)                         (114)                                             -                                    (515)                                          -

                                                       Deferred compensation (5)                                                 -                             -                                         (716)                                        -                                    (2,086)
                                                                                                                               ---                           ---                                          ----                                       ---                                     ------


                             Sales and
                             marketing, non-
                             GAAP                                                                5,613                                 6,424                                   6,104                                   18,319                                     17,506


                             General and
                             administrative                                                      2,760                                 2,442                                   2,510                                    8,311                                      9,498

                             Non-GAAP
                             adjustments:

                                                       Stock-based compensation (1)                                          (429)                         (351)                                         (365)                                  (1,200)                                    (1,252)

                                                       Cost reduction efforts (3)                                                -                             -                                             -                                     (27)                                          -

                                                       Business development expenses (6)                                         -                             -                                             -                                        -                                    (1,616)


                             General and
                             administrative,
                             non-GAAP                                                            2,331                                 2,091                                   2,145                                    7,084                                      6,630



                             Impairment of goodwill
                             and purchased
                             intangible assets                                                  12,380                                     -                                      -                                  12,380                                          -

                             Non-GAAP
                             adjustments:

                                                        Impairment of goodwill and purchased
                                                        intangible assets (4)                                             (12,380)                             -                                             -                                 (12,380)                                          -


                            Impairment of
                             goodwill and
                             purchased
                             intangible
                             assets, non-GAAP                                                        -                                    -                                      -                                       -                                         -


                             Total operating
                             expenses, non-
                             GAAP                                                               11,726                                11,935                                  11,223                                   36,494                                     33,542
                                                                                                ------                                ------                                  ------                                   ------                                     ------


    Income (loss) from operations, non-GAAP                                                                            (1,153)                           168                                          (490)                                  (4,838)                                    (3,992)
                                                                                                                        ------                            ---                                           ----                                    ------                                      ------


    Interest and other income (expense), net                                                                             (356)                            83                                            232                                     (245)                                        203
                                                                                                                          ----                            ---                                            ---                                      ----                                         ---


                             Income (loss) before
                             income taxes, non-
                             GAAP                                                              (1,509)                                  251                                   (258)                                 (5,083)                                   (3,789)


    Income tax provision (benefit)                                                                                       (160)                            25                                          (205)                                    (281)                                    (1,688)

                             Non-GAAP
                             adjustment (7)                                                        192                                   207                                     136                                      578                                      1,550
                                                                                                   ---                                   ---                                     ---                                      ---                                      -----

                             Income tax provision
                             (benefit), non-GAAP                                                    32                                   232                                    (69)                                     297                                      (138)


                             Net income (loss),
                             non-GAAP                                                         $(1,541)                                  $19                                  $(189)                                $(5,380)                                  $(3,651)



    Net income (loss) per share - diluted, non-GAAP                                                                    $(0.08)                         $0.00                                        $(0.01)                                  $(0.26)                                    $(0.18)
                                                                                                                        ======                          =====                                         ======                                    ======                                      ======


    Shares used in computing diluted net income (loss) per share                                                        20,500                         20,356                                         20,031                                    20,395                                      20,007

                                                                                                                                                           20144


    Reconciliation of Net Income (Loss):

                               U.S. GAAP as reported                                         $(15,712)                             $(1,408)                               $(2,983)                               $(23,096)                                 $(12,982)

                             Non-GAAP
                             adjustments:

                                                       Stock-based compensation (1)                                          1,278                          1,138                                          1,069                                     3,729                                       3,814

                                                       Amortization of intangibles (2)                                         378                            382                                            392                                     1,135                                       1,172

                                                       Cost reduction efforts (3)                                              327                            114                                              -                                      985                                           -

                                                        Impairment of goodwill and purchased
                                                        intangible assets (4)                                               12,380                              -                                             -                                   12,380                                           -

                                                       Deferred compensation (5)                                                 -                             -                                         1,469                                        65                                       4,279

                                                       Business development expenses (6)                                         -                             -                                             -                                        -                                      1,616

                                                       Income tax adjustment (7)                                             (192)                         (207)                                         (136)                                    (578)                                    (1,550)

                               As Adjusted                                                    $(1,541)                                  $19                                  $(189)                                $(5,380)                                  $(3,651)


                                                                                                                                                               -

    Reconciliation of Diluted Net Income (Loss) Per Share:

                               U.S. GAAP as reported                                           $(0.77)                              $(0.07)                                $(0.15)                                 $(1.13)                                   $(0.65)


                             Non-GAAP
                             adjustments:

                                                       Stock-based compensation (1)                                           0.06                           0.05                                           0.05                                      0.18                                        0.19

                                                       Amortization of intangibles (2)                                        0.02                           0.02                                           0.02                                      0.06                                        0.06

                                                       Cost reduction efforts (3)                                             0.02                           0.01                                              -                                     0.04                                           -

                                                        Impairment of goodwill and purchased
                                                        intangible assets (4)                                                 0.60                              -                                             -                                     0.61                                           -

                                                       Deferred compensation (5)                                                 -                             -                                          0.08                                         -                                       0.22

                                                       Business development expenses (6)                                         -                             -                                             -                                        -                                       0.08

                                                       Income tax adjustment (7)                                            (0.01)                        (0.01)                                        (0.01)                                   (0.02)                                     (0.08)
                                                                                                                             -----                          -----                                          -----                                     -----                                       -----

                               As Adjusted                                                     $(0.08)                                $0.00                                 $(0.01)                                 $(0.26)                                   $(0.18)



    Shares used in computing diluted net income (loss) per share                                                        20,500                         20,356                                         20,031                                    20,395                                      20,007



    (1) Stock-based compensation expense
     is calculated in accordance with the
     fair value recognition provisions of
     ASC Topic 718.

    (2) Amortization expense associated
     with intangible assets acquired in
     the Vineyard Networks acquisition.

    (3) Severance and other employee-
     related costs in connection with the
     Company's cost-reduction efforts.

    (4) Impairment charges to write-down
     the carrying value of goodwill and
     purchased intangible assets
     associated with the Vineyard
     acquisition as a result of lower
     than anticipated total addressable
     market and revenue growth of NAVL
     products.

    (5) Amortization of amounts paid
     under retention agreements with
     Vineyard's three founders. These
     amounts were paid during the first
     quarter of fiscal year 2014, after
     one year of continuous employment
     with the Company.

    (6) Includes the cost of outside
     professional services for
     negotiating and performing legal,
     accounting and tax due diligence for
     potential mergers, acquisitions and
     other significant partnership
     arrangements.

    (7) Income tax benefit associated
     with the following Vineyard
     acquisition related items:

          - reversal of Vineyard's pre-
           existing income tax valuation
           allowance upon acquisition;

          -amortization of acquired intangible
           assets; and

          -Canadian valuation allowance and
           book to tax differences on deferred
           revenue.

Logo - http://photos.prnewswire.com/prnh/20140729/130705

SOURCE Procera Networks, Inc.