Form 8K doc

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IVOVbwsWEyy9WpxNM6rVYAGdIVhFbbMIqriZfLTZPetirPl+X7Ok3KrxNpgZeKW+ PqR8KW4Gob/NvU+n88V4HQ== 0001006835-05-000015.txt : 20050427 0001006835-05-000015.hdr.sgml : 20050427 20050427162435 ACCESSION NUMBER: 0001006835-05-000015 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050427 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050427 DATE AS OF CHANGE: 20050427 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIEBEL SYSTEMS INC CENTRAL INDEX KEY: 0001006835 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943187233 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20725 FILM NUMBER: 05776730 BUSINESS ADDRESS: STREET 1: 2207 BRIDGEPOINTE PARKWAY CITY: SAN MATEO STATE: CA ZIP: 94404 BUSINESS PHONE: 6504775000 MAIL ADDRESS: STREET 1: 2207 BRIDGEPOINTE PARKWAY CITY: SAN MATEO STATE: CA ZIP: 94404 8-K 1 form8k.htm FORM 8-K Form 8K doc UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
April 27, 2005

Date of Report (Date of earliest event reported)

SIEBEL SYSTEMS, INC.
(Exact Name of Registrant as Specified in Charter)

Delaware 0-20725 94-3187233

(State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

2207 Bridgepointe Parkway
San Mateo, CA 94404
(Address of Principal Executive Offices, Including Zip Code)

(650) 477-5000
(Registrant's Telephone Number, Including Area Code)

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 (see General Instruction A.2. below):

[ ] 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 April 27, 2005, Siebel Systems, Inc. issued a press release announcing its financial results for the quarter ended March 31, 2005. A copy of the press release, dated as of April 27, 2005, is furnished as Exhibit 99.1 to this Current Report and is incorporated in this Item 2.02 by reference. The press release is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

Number	Description
99.1	Press release entitled "Siebel Systems Reports Financial Results for the Quarter Ended March 31, 2005" dated April 27, 2005.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.


	SIEBEL SYSTEMS, INC.


	(Registrant)

Dated: April 27, 2005

By: /s/ Kenneth A. Goldman

Kenneth A. Goldman

Senior Vice President,
Finance and Administration
and Chief Financial Officer

EX-99.1 3 exh99-1.htm EARNINGS RELEASE Exhibit 99.1 Exhibit 99.1

NEWS RELEASE
Siebel Systems Reports Financial Results for the Quarter Ended March 31, 2005

SAN MATEO, Calif.—April 27, 2005—Siebel Systems, Inc. (NASDAQ: SEBL), the leading provider of customer-facing solutions, today announced financial results which were in-line with preliminary financial results presented on April 5, 2005, for the quarter ended March 31, 2005.

Financial Results for the First Quarter of 2005
Total revenues for the first quarter of 2005 were $299 million. License revenues were $75 million. Maintenance revenues were $123 million. Services and other revenues were $101 million.

Including the impact of a charge of $10.9 million for in-process product development related to the acquisition of edocs, Inc. on January 14, 2005, GAAP operating loss and operating margin for the first quarter of 2005 were $(21.9) million and (7.3)%, respectively. GAAP net loss and net margin for the first quarter of 2005 were $(4.0) million and (1.3)%, respectively. GAAP loss per share for the first quarter of 2005 was $(0.01) per share. The effective tax rate in the first quarter of 2005 was 35%.

Non-GAAP Financial Results for the First Quarter of 2005¹Excluding the impact of a charge of $10.9 million for in-process product development related to the edocs acquisition, non-GAAP operating loss and operating margin for the first quarter of 2005 were $(11.0) million and (3.7)%, respectively. Non-GAAP net earnings and net margin for the first quarter of 2005 were $3.2 million and 1.1%, respectively. Non-GAAP earnings per share for the first quarter of 2005 were $0.01 per share.

Balance Sheet at March 31, 2005
The Company's cash, cash equivalents, and short-term investments were $2.196 billion as of March 31, 2005. The company generated $43 million of cash in the quarter, which was offset by $93 million paid in cash for edocs, resulting in a net $50 million reduction in cash from the end of 2004. Deferred revenue was $366 million as of March 31, 2005. Days sales outstanding in accounts receivable were 77 days for the first quarter of 2005.

"The shortfall in our license business is disappointing and we are taking immediate steps to improve our operating and financial performance," said George T. Shaheen, CEO of Siebel Systems. "We have the industry's leading CRM solutions, a market-leading 3.2 million deployed users and $2.2 billion in cash. We are committed to leveraging these substantial assets to better serve our customers and shareholders." Siebel Systems will hold a webcast Financial Analyst Day on May 5, 2005, from New York, to provide a further update on its business and strategy.

Other Quarterly Highlights
Over 3 Million Users Deployed: In the first quarter of 2005, Siebel Systems deployed approximately 290,000 additional live CRM users - a Company record for one quarter. By reaching an industry milestone of approximately 3.2 million total live CRM users, Siebel Systems' deployments surpass by several multiples the rest of the industry combined.

Select Wins: In the first quarter of 2005, Siebel Systems concluded new software licensing agreements with 72 customers and additional software licensing agreements with more than 172 existing customers. These select wins included Amylin Pharmaceuticals, Banco de Chile, Banco de Credito e Inversiones, Blue Cross & Blue Shield of Florida, Centers for Medicare and Medicaid Services, COVANCE Inc., Echostar Satellite Corporation, Fastweb SPA, Mercury Interactive Corporation, Penton Learning Systems, LLC, PROXISERVE Inc., Robert Bosch Gmbh, SITA (EGN BV), SITA France, SKF Data Service AB, Symrise GmbH & Co. KG, Nuon NV and Verizon Wireless.

Siebel CRM OnDemand Momentum: In the first quarter of 2005, Siebel CRM OnDemand Total Contract Value (TCV) grew approximately 245% over the first quarter of 2004 to $10.6 million and total subscribers increased approximately 18% over the fourth quarter of 2004 to approximately 33,000. Siebel Systems also introduced Siebel CRM OnDemand Release 7 which delivers the industry's first pre-built hosted contact center solution and enables organizations of all sizes to seamlessly manage customer communications across voice, email and web channels. In addition, Siebel Systems was recognized as a Leader in the hosted SFA market according to a March 2005 Forrester Wave² report which gave Siebel CRM OnDemand the highest rating for product strategy and vision and cited its strong customization and integration tools, deep industry-specific offerings, and the ability to offer hybrid deployments.

edocs, Inc. Acquisition Closed: Siebel Systems closed and is rapidly integrating its acquisition of edocs, a leader in eBilling and customer self-service software solutions. The acquisition accelerates Siebel's penetration of the multi-billion dollar eBilling and self-service markets.

Siebel Positioned in Leader Quadrant in Analyst Firm's Magic Quadrants³: Siebel has been positioned in the Leader quadrant of Gartner Inc.'s Magic Quadrant for Field Service Management, 2005 and for CRM Customer Service and Support (CSS) Applications, 2005. According to Gartner, Leaders are performing well today, have a clear vision of market direction, and are actively building competencies to sustain their leadership position in the market.

Subsequent Events
Strong Attendance at Siebel Users Week: Siebel Systems hosted Siebel User Week 2005, Barcelona, in April. Attendance increased approximately 14% over the prior year to 2,100 attendees and included 62 customers presenting Siebel solution successes. Siebel Systems also simultaneously hosted its first Business Intelligence Summit in EMEA.

Siebel 7.8 Released: Siebel Systems announced the latest version of its industry-leading CRM solutions suite Siebel 7.8 which includes significant new and enhanced features - including advanced order management and embedded analytics capabilities - that enable companies to increase sales and service velocity by enabling more efficient and effective product, pricing and promotions management across multiple channels. Siebel 7.8 provides sales and service organizations with a single, complete view of all customer assets and past interactions and makes this information available to customer-facing employees at the point of contact with the customer. This real-time insight will enable sales and service professionals to gain deep insight about their customers and, for the first time, be able to use this knowledge to better assess customer needs and act decisively, in real time, to provide relevant products and services.

About Siebel Systems
Siebel Systems is the world's leading provider of customer-facing solutions that deliver demonstrable business results and long-term competitive advantage. Siebel's multichannel offerings allow organizations to intelligently manage and coordinate all customer interactions across the Web, contact center, field sales/service force, branch/retail network, and indirect and partner distribution channels. Siebel solutions draw upon the company's best-in-class capabilities in customer relationship management (CRM), business intelligence, and customer data integration and can be deployed as licensed software or as a hosted service. Siebel solutions are tailored to the unique needs of 23 industries and incorporate industry-specific business processes, best practices, and business insight. They are the product of more than $2 billion in R&D investments and reflect over 11 years of experience with more than 4,000 organizations. Together with its extensive global network of alliance partners, Siebel provides the people, process, and technology expertise critical in driving business value from the deployment of customer-facing solutions. Over 3 million users worldwide in organizations of all sizes depend on Siebel solutions to deliver dramatic improvements in how they identify, acquire, retain, and serve customers. For more information, visit www.siebel.com.

# # #

Investor Contact:
Terry Lee
Siebel Systems Investor Relations
(650) 295-5656
Investor.relations@siebel.com

Media Contact:
Stacey Burbach
Siebel Systems Public Relations
(480) 377-3725
stacey.burbach@siebel.com

For more information on Siebel Systems solutions and services, please visit our Web site: CRM - http://www.siebel.com/crm; OnDemand Solutions - http://www.crmondemand.com; Industry CRM - http://www.siebel.com/industry-crm; Call Center & Service - http://www.siebel.com/call-center; Sales Force Automation - http://www.siebel.com/sales-force-automation; Marketing Automation - http://www.siebel.com/marketing-automation; Business Intelligence - http://www.siebel.com/business-intelligence; Integration Solutions - http://www.siebel.com/integration-solutions; CRM Services - http://www.siebel.com/crm-services

Except for the historical information contained herein, this press release contains forward-looking statements that involve risk or uncertainties. Future operating results of Siebel Systems may differ from the results discussed or forecasted in the forward-looking statements due to factors that include, but are not limited to, risks associated with customer relations, such as the availability of Siebel Systems' products and services, customer implementation of products and services, relationships with customers, third-party vendors and systems integrators, concentration of revenues in a relatively small number of customers, existence of errors or defects in products, ability to successfully manage growth, significant current and expected additional competition and the need to continue to expand product distribution and services offerings. Further information on potential factors that could affect the financial results of Siebel Systems are included in Siebel Systems' Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and its other filings with the Securities and Exchange Commission, which are available at www.sec.gov. Siebel Systems assumes no obligation to update the information in this press release.

Siebel is a trademark of Siebel Systems, Inc. and may be registered in certain jurisdictions. All other product and company names mentioned are the property of their respective owners and are mentioned for identification purposes only.

______________

^{1 The company
historically uses the non-GAAP financial measures of income discussed above to
evaluate internally and to report results of its business. Siebel Systems
believes that these measures best allow its management and investors to
understand its activities and potential activities with customers. Siebel
Systems believes that inclusion of these non-GAAP financial measures provides
consistency and comparability with past reports of financial results, as well as
comparability to similar companies in the company's industry, most of which
present the same non-GAAP financial measures to investors.

The non-GAAP financial measures used within the company's earnings press
release exclude a purchased in-process product development charge incurred in
connection with the acquisition of edocs, Inc. on January 14, 2005.

Purchased in-process product development expenses are incurred
solely in connection with an acquisition of a business or an asset purchase. The
company has only incurred such a charge three other times in the past five years and,
accordingly, the company believes that the charge associated with the purchased in-process
product development is unusual and infrequent. As a result, the company believes that
providing specific financial information on the costs of such expenses, as well as providing
non-GAAP income measures that exclude such costs, best allows investors to understand both
the costs and benefits of the purchased in-process product development and the company's
ongoing business activities during the quarter.

Management believes that its non-GAAP financial measures provide an
additional tool for investors to evaluate ongoing operating results and trends.
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
financial measures to their most directly comparable GAAP financial measure as
detailed herein. The following is a reconciliation of certain non-GAAP measures
to their most comparable GAAP measures (in thousands, except earnings per share
and margins):

Operating Operating Net Operating Earnings
Income Margin Income Margin Per Share
---------- --------- --------- --------- ---------
GAAP Measure ($21,915) (7.3%) ($3,999) (1.3%) ($0.01)
---------- --------- --------- --------- ---------
Adjustments
Purchased in-process product development $10,890 3.6% $10,890 3.6% $0.02
Income tax expense -- -- ($3,717) (1.2%) --
---------- --------- --------- --------- ---------
Total adjustments $10,890 3.6% $7,173 2.4% $0.02
---------- --------- --------- --------- ---------
Non-GAAP Measure ($11,025) (3.7%) $3,174 (1.1%) $0.01
========== ========= ========= ========= =========

2 The Forrester Wave: Hosted
Sales Force Automation, Q1 2005, L. Herbert (with Erin Kinikin and Jessica
Harrington), March 31, 2005.

^{3 The Magic
Quadrants are copyrighted February 22, 2005 and March 21, 2005, by Gartner, Inc.
("Magic Quadrant for Field Service Management, 2005" by
Michael Maoz and "Magic Quadrant for CRM Customer Service and Support
Applications, 2005" by Michael Maoz) and are reused with permission. The Magic
Quadrant is a graphical representation of a marketplace at and for a specific
time period. It depicts Gartner's analysis of how certain vendors measure
against criteria for that marketplace, as defined by Gartner. Gartner's Magic
Quadrant positions vendors in a particular market segment based on their
completeness of vision and their ability to execute on that vision.
Completeness of vision includes criteria such as market focus and business,
financial, product and technology/architecture strategy. Ability to execute
evaluates criteria such as viability (including financial and strength of
management team), product functionality, the vendor's ability to provide
implementation and support services, technology and architecture expertise such
as the ability to flexibly integrate and configure its applications to business
processes outside its own applications set and across multiple channels and
business functions, pricing and implementation costs, and customer references.
Gartner does not endorse any vendor, product or service depicted in the Magic
Quadrant, and does not advise technology users to select only those vendors
placed in the "Leaders" quadrant. The Magic Quadrant is intended solely as a
research tool, and is not meant to be a specific guide to action. Gartner
disclaims all warranties, express or implied, with respect to this research,
including warranties of merchantability or fitness for a particular purpose.

SIEBEL SYSTEMS, INC.

Consolidated Balance Sheets

(In thousands, except per share data)

December 31, March 31,
2004 2005
------------- -------------
Assets

Current assets:
Cash and cash equivalents.......................................... $ 560,377 $ 545,340
Short-term investments............................................. 1,686,111 1,650,936
------------- -------------
Total cash, cash equivalents and short-term investments..... 2,246,488 2,196,276

Accounts receivable, net........................................... 293,527 254,951
Deferred income taxes.............................................. 17,542 22,542
Prepaids and other................................................. 53,894 34,396
------------- -------------
Total current assets........................................ 2,611,451 2,508,165

Property and equipment, net........................................... 83,908 78,568
Goodwill.............................................................. 208,306 286,886
Intangible assets, net................................................ 23,004 42,693
Other assets.......................................................... 36,937 33,757
Deferred income taxes................................................. 123,828 116,487
------------- -------------
Total assets................................................ $ 3,087,434 $ 3,066,556
============= =============

Liabilities and Stockholders' Equity

Current liabilities:
Accounts payable................................................... $ 10,048 $ 18,522
Accrued expenses................................................... 346,672 266,652
Restructuring obligations.......................................... 30,639 29,953
Deferred revenue................................................... 357,223 365,979
------------- -------------
Total current liabilities................................... 744,582 681,106

Restructuring obligations, less current portion....................... 75,227 67,354
Other long-term liabilities, less current portion..................... 20,981 24,506
------------- -------------
Total liabilities........................................... 840,790 772,966
------------- -------------

Stockholders' equity:
Common stock; $0.001 par value; 2,000,000 shares authorized;
508,953 and 516,095 shares issued and outstanding, respectively.. 509 516
Additional paid-in capital.......................................... 1,635,652 1,723,011
Deferred compensation............................................... (2,993) (13,150)
Accumulated other comprehensive income.............................. 70,541 44,277
Retained earnings................................................... 542,935 538,936
------------- -------------
Total stockholders' equity.................................. 2,246,644 2,293,590
------------- -------------
Total liabilities and stockholders' equity.................. $ 3,087,434 $ 3,066,556
============= =============

SIEBEL SYSTEMS, INC.

Consolidated Statements of Operations

(In thousands, except per share data)

Three Months Ended
March 31,
---------------------
2004 2005
---------- ----------
Revenues:
Software.................................................... $ 126,799 $ 74,978
Professional services, maintenance and other................ 202,488 223,960
---------- ----------
Total revenues.......................................... 329,287 298,938
---------- ----------
Cost of revenues:
Software.................................................... 3,207 3,898
Professional services, maintenance and other................ 108,214 112,964
---------- ----------
Total cost of revenues.................................. 111,421 116,862
---------- ----------
Gross margin....................................... 217,866 182,076
---------- ----------
Operating expenses:
Product development......................................... 72,633 74,717
Sales and marketing......................................... 86,398 92,274
General and administrative.................................. 21,699 25,618
Restructuring and related expenses.......................... 571 492
Purchased in-process product development.................... -- 10,890
---------- ----------
Total operating expenses................................ 181,301 203,991
---------- ----------
Operating income (loss)............................ 36,565 (21,915)

Other income, net.............................................. 11,755 15,763
---------- ----------
Income (loss) before income taxes.................. 48,320 (6,152)
Income taxes (benefit)......................................... 17,340 (2,153)
---------- ----------
Net income (loss).................................. $ 30,980 $ (3,999)
========== ==========

Diluted net income (loss) per share............................ $ 0.06 $ (0.01)
========== ==========
Shares used in diluted share computation....................... 546,401 512,963
========== ==========

Basic net income (loss) per share.............................. $ 0.06 $ (0.01)
========== ==========
Shares used in basic share computation......................... 501,128 512,963
========== ==========

SIEBEL SYSTEMS, INC.

Condensed Consolidated Statements of Cash Flows

(In thousands)

Three Months Ended
March 31,
------------------------
2004 2005
------------ -----------
Cash flows from operating activities:
Net income (loss)....................................................... $ 30,980 $ (3,999)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Write-off of purchased in-process product development................ -- 10,890
Depreciation and amortization........................................ 33,383 22,119
Tax benefit from exercise of stock options........................... 1,500 51,379
Deferred income taxes................................................ (465) --
Provision for (recovery of) doubtful accounts and sales returns...... (1,000) --
Other, net........................................................... (789) (1,821)
Changes in operating assets and liabilities:
Accounts receivable............................................... 30,234 51,900
Prepaids and other................................................ 14,305 22,171
Accounts payable and accrued expenses............................. (33,843) (95,742)
Restructuring obligations......................................... (13,641) (9,051)
Deferred revenue.................................................. 29,135 71
------------ -----------
Net cash provided by operating activities....................... 89,799 47,917
------------ -----------
Cash flows from investing activities:
Purchases of short-term investments, net of sales....................... (30,939) 18,776
Purchases of property and equipment, net................................ (225) (3,096)
Purchase consideration for acquired businesses, net of cash received.... (4,817) (93,088)
Other, net.............................................................. -- 4,979
------------ -----------
Net cash used in investing activities........................... (35,981) (72,429)
------------ -----------
Cash flows from financing activities:
Proceeds from issuance of common stock, net of repurchases.............. 29,379 24,749
Repayments of capital lease obligations................................. (3,278) (2,024)
------------ -----------
Net cash provided by financing activities....................... 26,101 22,725
------------ -----------
Effect of exchange rate fluctuations....................................... (3,766) (13,250)
------------ -----------
Change in cash and cash equivalents........................................ 76,153 (15,037)
Cash and cash equivalents, beginning of period............................. 546,542 560,377
------------ -----------
Cash and cash equivalents, end of period................................... $ 622,695 $ 545,340
============ ===========

###}} -----END PRIVACY-ENHANCED MESSAGE-----

Delaware	0-20725	94-3187233
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)



	Kenneth A. Goldman
	Senior Vice President, Finance and Administration and Chief Financial Officer