Sphere 3D Corp. - Form 6-K - Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August, 2015

Commission File Number: 001-36532

SPHERE 3D CORP.

240 Matheson Blvd. East
Mississauga, Ontario, Canada, L4Z 1X1
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

[   ] Form 20-F      [X] Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [   ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [   ]

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes [ ] No [X]

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):


SUBMITTED HEREWITH

Exhibits

  99.1 News Release dated August 13, 2015


SIGNATURE

            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, thereunto duly authorized.

  SPHERE 3D CORP.
   
   
   
Date: August 13, 2015 /s/ Kurt Kalbfleisch
  Name: Kurt Kalbfleisch
  Title: Chief Financial Officer


Sphere 3D Corp.: Exhibit 99.1 - Filed by newsfilecorp.com

Exhibit 99.1

Sphere 3D Reports Second Quarter 2015 Financial Results

SAN JOSE, CA – Aug 13, 2015 – Sphere 3D Corp. (NASDAQ: ANY), a virtualization and data management solutions provider, today reported financial results for its second quarter ended June 30, 2015.

“We continue to execute on our vision to become a leader in virtualization and data management,” said Eric Kelly, CEO of Sphere 3D. “This has been demonstrated by our recent completion of key strategic milestones like our first Cloud offering of SnapCLOUD™ in the Microsoft Azure Marketplace and our recent launch of the Glassware 2.0 G-Series on-premise appliance for Education applications.”

Second Quarter 2015 Financial Results:

The following financial results for the second quarter of 2015 include contribution from the Overland acquisition for the full three months, which contribution is not reflected in the comparative results for the second quarter of 2014.


Recent Business Highlights:

Corporate Update


Use of GAAP and Non-GAAP Financial Measures:

To supplement Sphere 3D’s consolidated financial statements presented in accordance with GAAP, the Company uses Adjusted EBITDA, a non-GAAP financial measure that exclude from the statement of operations the effects of interest expense, income taxes, merger costs, depreciation and amortization and share-based compensation. The Company also uses Non-GAAP gross profit and Non-GAAP gross-margin, non-GAAP financial measures that exclude the effect of intangible asset amortization from gross-profit. Sphere 3D uses the above non-GAAP financial measures internally to understand, manage and evaluate the business. Management believes it is useful for itself and investors to review, as applicable, both GAAP information and the non-GAAP measures in order to assess the performance of continuing operations and for planning and forecasting in future periods. The presentation of these non-GAAP measures is intended to provide investors with an understanding of the Company’s operational results and trends that enables them to analyze the base financial and operating performance and facilitate period-to-period comparisons and analysis of operational trends. Sphere 3D believes the presentation of these non-GAAP financial measures is useful to investors in allowing for greater transparency with respect to supplemental information used by management in its financial and operational decision-making. Non-GAAP financial measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered substitutes for or superior to GAAP results. In addition, our non-GAAP financial measures may not be comparable to similarly titled measures utilized by other companies since such other companies may not calculate such measures in the same manner as we do.

Investors are encouraged to review the reconciliation of these non-GAAP financial measures to the most comparable GAAP measures, which are provided in the attached table after the text of this release.

Investor Conference Call:

Sphere 3D will host an investor conference call today at 5:00 pm ET (2:00 pm PT) to discuss the Company’s 2015 second quarter financial results. To access the call, dial (888) 206-4893 (US and Canada) or (913) 981-5510 (International) and give the participant pass code 3735986. Participants are asked to call the assigned number approximately 10 minutes before the conference call begins. In addition, a live and archived webcast of the conference call will be available at www.sphere3d.com in the Investor Relations section. A replay of the conference call will also be available via telephone by dialing (888) 203-1112 (U.S. and Canada) or +1 (719) 457-0820 (International) and entering replay access code 3735986. The replay will be available beginning approximately two hours after the call and remain in effect for one week.


About Sphere 3D

Sphere 3D Corp. (NASDAQ: ANY) delivers virtualization technology and data management products that enable workload-optimized solutions. We achieve this through a combination of virtual applications, virtual desktops, virtual storage and physical hyper-converged platforms. Sphere 3D’s value proposition is simple and direct—we allow organizations to deploy a combination of public, private or hybrid cloud strategies while backing them up with state of the art storage solutions at the most affordable price. Sphere 3D, along with its wholly-owned subsidiaries Overland Storage and Tandberg Data, has a strong portfolio of brands including Glassware 2.0™, SnapCLOUD™, SnapScale®, SnapServer®, V3, RDX®, and NEO®. For more information, visit www.sphere3d.com.

Safe Harbor Statement

This press release contains forward-looking statements that involve risks, uncertainties, and assumptions that are difficult to predict. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of risks and uncertainties including, without limitation, unforeseen changes in the course of Sphere 3D’s business or the business of its wholly-owned subsidiaries, including, without limitation, Overland Storage and Tandberg Data; any increase in Sphere 3D’s cash needs or our inability to obtain additional debt or equity financing; market adoption and performance of our products; the level of success of our collaborations and business partnerships; possible actions by customers, partners, suppliers, competitors or regulatory authorities; and other risks detailed from time to time in Sphere 3D’s periodic reports contained in our Annual Information Form and other filings with Canadian securities regulators (www.sedar.com) and in prior periodic reports filed with the United States Securities and Exchange Commission (www.sec.gov), and risks detailed in the Form F-4/A relating to Sphere 3D’s merger with Overland Storage filed with the SEC. Sphere 3D undertakes no obligation to update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Investor Contact:
MKR Group Inc.
Todd Kehrli or Jim Byers
any@mkr-group.com
323-468-2300

Media Contact:
Sphere 3D:
Tina Brown
tina.brown@sphere3d.com
408-283-4731


SPHERE 3D CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)

    Three Months Ended     Six Months Ended  
    June 30,     June 30,  
    2015     2014     2015     2014  
    (Unaudited)     (Unaudited)  
Net revenue $  18,402   $  1,606   $  38,500   $  2,518  
Cost of revenue   12,597     902     26,754     1,295  
Gross profit   5,805     704     11,746     1,223  
                         
Operating expenses:                        
       Sales and marketing   5,496     865     11,110     1,085  
       Research and development   2,724     -     4,914     -  
       General and administrative   6,133     2,755     11,926     3,820  
    14,353     3,620     27,950     4,905  
Loss from operations   (8,548 )   (2,916 )   (16,204 )   (3,682 )
Interest expense - related party   (777 )   -     (1,318 )   -  
Interest expense   (83 )   (104 )   (161 )   (117 )
Other income (expense), net   680     (31 )   (534 )   (30 )
Loss before income taxes   (8,728 )   (3,051 )   (18,217 )   (3,829 )
Provision for income taxes   128     -     181     -  
Net loss $  (8,856 ) $  (3,051 ) $  (18,398 ) $  (3,829 )
                         
Net loss per share:                        
       Basic and diluted $  (0.25 ) $  (0.13 ) $  (0.52 ) $  (0.17 )
                         
Shares used in computing net loss per share:                
       Basic and diluted   35,892     23,314     35,450     22,527  


SPHERE 3D CORP.
SELECTED BALANCE SHEETS INFORMATION
(In thousands)

    June 30,     December 31,  
    2015     2014  
    (Unaudited)     (Unaudited)  
ASSETS            
Cash and cash equivalents $  3,699   $  4,258  
Accounts receivable   11,974     15,488  
Inventories   9,677     9,936  
Other current assets   2,773     2,457  
     Total current assets   28,123     32,139  
Property and equipment, net   3,703     4,427  
Intangible assets, net   67,302     73,271  
Goodwill   38,821     38,821  
Other assets   552     605  
     Total assets $  138,501   $  149,263  
             
             
             
LIABILITIES AND EQUITY            
Current liabilities $  36,166   $  37,051  
Long-term debt — related party   19,500     19,500  
Long-term deferred tax liabilities   4,332     4,387  
Other long-term liabilities   2,970     3,185  
Shareholders' equity   75,533     85,140  
     Total liabilities and equity $  138,501   $  149,263  


SPHERE 3D CORP.
NON-GAAP RECONCILIATIONS
(In thousands)

    Three Months Ended     Six Months Ended  
    June 30,     June 30,  
    2015     2014     2015     2014  
    (Unaudited)     (Unaudited)  
                         
Revenue $  18,402   $  1,606   $  38,500   $  2,518  
                         
Gross Profit - GAAP $  5,805   $  704   $  11,746   $  1,223  
Intangible asset amortization   625     -     1,257     -  
Gross Profit - Non -GAAP $  6,430   $  704   $  13,003   $  1,223  
                         
Gross Margin Percentages                        
GAAP   31.5%     43.8%     30.5%     48.6%  
Non-GAAP   34.9%     43.8%     33.8%     48.6%  
                         
Net loss $  (8,856 ) $  (3,051 ) $  (18,398 ) $  (3,829 )
Less:                        
Interest   860     104     1,479     117  
Tax   128     -     181     -  
Merger costs   -     328     -     328  
Depreciation and amortization   1,935     1,159     3,928     1,232  
Share-based compensation   587     1,070     1,322     1,803  
Adjusted EBITDA $  (5,346 ) $  (390 ) $  (11,488 ) $  (349 )
                         
Net loss per share:                        
Basic and diluted $  (0.25 ) $  (0.13 ) $  (0.52 ) $  (0.17 )
                         
Adjusted Net loss per share:                        
Basic and diluted $  (0.15 ) $  (0.02 ) $  (0.32 ) $  (0.02 )
                         
Shares used in computing net loss and adjusted net loss per share:                
Basic and diluted   35,892     23,314     35,450     22,527  

 


Non-GAAP Financial Measures:

To supplement Sphere 3D’s consolidated financial statements presented in accordance with GAAP, the Company uses non-GAAP financial measures that exclude from the statement of operations the effects of interest expense, income taxes, depreciation and amortization and share-based compensation. These non-GAAP financial measures are non-GAAP gross margin and adjusted EBITDA. Sphere 3D uses the above non-GAAP financial measures internally to understand, manage and evaluate the business. Management believes it is useful for itself and investors to review, as applicable, both GAAP information and the non-GAAP measures in order to assess the performance of continuing operations and for planning and forecasting in future periods. The presentation of these non-GAAP measures is intended to provide investors with an understanding of the Company’s operational results and trends that enables them to analyze the base financial and operating performance and facilitate period-to-period comparisons and analysis of operational trends. Sphere 3D believes the presentation of these non-GAAP financial measures is useful to investors in allowing for greater transparency with respect to supplemental information used by management in its financial and operational decision-making. Non-GAAP financial measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered substitutes for or superior to GAAP results. In addition, our non-GAAP financial measures may not be comparable to similarly titled measures utilized by other companies since such other companies may not calculate such measures in the same manner as we do.