-----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, QUC0nVfOaDppAZA6B3n/6rUqPDKMypau+AvM2DlYsMH4F5ndV63PcnTLytAqaiZ/ UKYTTgw3FtjvZwWr0Q7kcQ== 0000891092-05-000841.txt : 20050428 0000891092-05-000841.hdr.sgml : 20050428 20050428160811 ACCESSION NUMBER: 0000891092-05-000841 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050428 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050428 DATE AS OF CHANGE: 20050428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALLIDUS SOFTWARE INC CENTRAL INDEX KEY: 0001035748 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 770438629 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50463 FILM NUMBER: 05780759 BUSINESS ADDRESS: STREET 1: 160 WEST SANTA CLARA STREET STREET 2: 15TH FLOOR CITY: SAN JOSE STATE: CA ZIP: 95113 FORMER COMPANY: FORMER CONFORMED NAME: TALLYUP SOFTWARE INC DATE OF NAME CHANGE: 19980807 8-K 1 e20813_8k.txt FORM 8-K ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 28, 2005 CALLIDUS SOFTWARE INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-50463 77-0438629 (State or Other Jurisdiction of (Commission (IRS Employer Incorporation) File Number) Identification No.) 160 W. Santa Clara Street, Suite 1500 San Jose, CA 95113 (Address of Principal Executive Offices) (Zip Code) (408) 808-6400 (Registrant's Telephone Number, Including Area Code) Not Applicable (Former Name or Former Address, if Changed Since Last Report) ---------- Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (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(b) under the Exchange Act (17 CFR 240.14a -12(b)) |_| 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 28, 2005, Callidus Software Inc. issued a press release announcing its financial results of and for the quarter ended March 31, 2005. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished in this report, including the exhibit, shall not be deemed to be incorporated by reference into Callidus Software Inc.'s filings with the SEC under the Securities Act of 1933 and shall not be deemed to be "filed" with the SEC under the Securities Exchange Act of 1934. Item 9.01. Financial Statements and Exhibits (c) Exhibits 99.1 Earnings Press Release, dated April 28, 2005 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CALLIDUS SOFTWARE INC. Date: April 28, 2005 By: /s/ RONALD J. FIOR ------------------------------- Name: Ronald J. Fior Title: Vice President, Finance Chief Financial Officer, Exhibit Index 99.1 Earnings Press Release, dated April 28, 2005. EX-99.1 2 e20813ex99_1.txt PRESS RELEASE Exhibit 99.1 Callidus Software Reports First Quarter 2005 Results Q1 Revenues $14.5 million San Jose, Calif., April 28, 2005 -- Callidus Software Inc. (Nasdaq: CALD), a leader in Enterprise Incentive Management (EIM), today announced financial results for the first quarter ended March 31, 2005. Total first quarter revenues were $14.5 million, a decrease of 4% compared to prior quarter revenues of $15.1 million, and a decrease of 12% compared to first quarter 2004 revenues of $16.5 million. First quarter net loss was $2.5 million, or ($0.10) per share, compared to a net loss of $1.3 million, or ($0.05) per share for the prior quarter and a net loss of $6.1 million, or ($0.25) per share for the first quarter of 2004. Non-GAAP net loss for the first quarter was $2.1 million, or ($0.08) per share, as compared to non-GAAP net loss of $0.8 million, or ($0.03) per share in the prior quarter and non-GAAP net loss of $4.3 million, or ($0.18) per share in the first quarter of 2004. A reconciliation between GAAP and non-GAAP information is contained in the attached tables. "The first quarter often presents a seasonal challenge in the enterprise software sector. Against this backdrop, performance in the first quarter was about what we expected. We met or exceeded our revenue and margin targets in our maintenance and services organization and had operating expenses that were at the low end of our range. Cash and investments increased by $1.9 million in the quarter. License revenues were shy of the sequential growth we had targeted internally," said David Pratt, interim president and chief executive officer of Callidus Software. Callidus Software also announced today that Robert H. Youngjohns was appointed president and chief executive officer and a director of Callidus Software effective May 31, 2005. Mr. Youngjohns is a technology industry veteran with 30 years of experience, including managing worldwide sales at Sun Microsystems and IBM's RS/6000 business for the EMEA region. Callidus also announced earlier this month that William B. Binch was appointed to its' board of directors. Mr. Binch has extensive experience with a number of leading enterprise software companies including Hyperion, Oracle, Business Objects, Prism and IBM. David Pratt, interim president and chief executive officer will continue as a director of Callidus. Q1 2005 Financial Summary o License revenues were $3.5 million, decreasing 13% sequentially from the prior quarter and 23% year-over-year. o Maintenance and service revenues were $11.0 million, equal to the prior quarter but decreasing 8% year-over-year. o Maintenance and service gross margin was 35%, up from 33% in Q4 2004 and up from 28% in Q1 2004. License gross margin was 97%, equal to 97% in Q4 2004 and up from 94% in Q1 2004. o Operating expenses were $10.0 million compared to $9.2 million in Q4 2004 and $13.8 million in Q1 2004. Non-GAAP operating expenses, which exclude stock based compensation, were $9.6 million, compared to non-GAAP operating expenses of $8.7 million in Q4 2004 and $12.1 million in Q1 2004. o Cash and investments totaled $61.7 million at March 31, 2005 as compared to $59.8 million at December 31, 2004. o Days Sales Outstanding (DSO) in accounts receivable at the end of the quarter was 68 days, up from 66 days at the end of the fourth quarter of 2004. Q2 2005 Guidance o Maintenance and services revenue is expected to be between $11.0 million and $11.5 million with a corresponding gross margin between 30% and 32%. o Operating expenses are expected to be between $10.7 million and $11.2 million. Non-GAAP operating expenses, which exclude stock-based compensation, are expected to be between $10.0 million and $10.5 million. Stock-based compensation is expected to be $0.7 million, which includes increased stock expense associated with the hiring of our new president and chief executive officer. o No guidance is being given on license revenues or earnings. Conference Call Callidus Software's first quarter 2005 conference call is scheduled for 1:30 p.m. Pacific Daylight Time (PDT), on Thursday, April 28, 2005. The conference call is available via live webcast at the Investor Relations section of Callidus Software's website at www.CallidusSoftware.com. To participate in the call via telephone, the dial-in number is 800-291-9234 (international 617-614-3923), passcode 28820226. A telephone playback and webcast replay will be available after 3:30 p.m. PDT on April 28, 2005 through May 12, 2005. The telephone replay will be available by calling 888-286-8010 (International callers: 617-801-6888) passcode 66835096. The webcast replay will be available at the Investor Relations section of our website under Calendar of Events. About Callidus Software Founded in 1996, Callidus Software (www.CallidusSoftware.com) is a leading enterprise incentive management (EIM) provider to global companies across multiple industries. Callidus' EIM systems allow enterprises to develop and manage incentive compensation linked to the achievement of strategic business objectives. Through its TrueComp(R) Grid architecture, Callidus delivers an EIM solution that combines the power and scalability of grid computing with the flexibility of a rules-based interface. Customers/Partners include AOL Time Warner Corporation, AT&T Wireless, BMC Software, CUNA Mutual, DIRECTV, Dun & Bradstreet, IBM, Pennzoil-Quaker State Company, SBC Communications and Sun Microsystems. Callidus is publicly traded on the NASDAQ under the symbol CALD. Non-GAAP Financial Measures The non-GAAP information provided in this press release is a supplement to, and not a substitute for, our financial results presented in accordance with generally accepted accounting principles (GAAP) in the United States. The non-GAAP financial results exclude stock-based compensation expense. The non-GAAP financial measures provide what we believe is an additional tool for investors to use in understanding our operational results and trends. These non-GAAP financial results are used internally by management to evaluate our operations, plan and forecast for future periods and to allocate resources within the organization. A reconciliation between GAAP and non-GAAP financial measures is included in the accompanying tables. Note on Forward-Looking Statements The forward looking statements included in this press release, including estimates of maintenance and service revenues and associated gross margin and of operating expenses and stock-based compensation for the second quarter of 2005, reflect management's best judgment based on factors currently known and involve risks and uncertainties. These risks and uncertainties include, but are not limited to, changes in executive management, timing of software license orders, potential material fluctuations in financial results and future growth rates, decreases in customer spending, increased competition or new entrants in the marketplace, litigation and other risks detailed in the company's SEC reports, including its Form 10-K and Form 10-Qs, copies of which may be obtained by contacting Callidus Software's Investor Relations department at 408-808-6577, or the Investor Relations section of Callidus Software's website (www.CallidusSoftware.com). Actual results may differ materially from those presently reported. We assume no obligation to update the information contained in this release. (C) 2005 by Callidus Software Inc. All rights reserved. Callidus Software, the Callidus Software logo, Everyone Profits, TrueChannel, TrueComp, TrueComp Grid, TrueInformation, TruePerformance, TrueReferral, and TrueResolution are trademarks of Callidus Software Inc. All other trademarks are the property of their respective owners. ### Investor Relations Contact: Press Contact: Jon Pexton Jane Le Fevre 408-808-6577 408-808-6511 ir@callidussoftware.com pr@callidussoftware.com CALLIDUS SOFTWARE INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except for per share data) (unaudited) Three months ended March 31, ---------------------- 2005 2004 -------- -------- Revenues: License revenues $ 3,500 $ 4,539 Maintenance and service revenues 11,001 11,923 -------- -------- Total revenues 14,501 16,462 Cost of revenues: License revenues 97 263 Maintenance and service revenues 7,180 8,610 -------- -------- Total cost of revenues 7,277 8,873 -------- -------- Gross profit 7,224 7,589 Operating expenses: Sales and marketing 4,412 6,400 Research and development 2,951 3,710 General and administrative 2,202 1,972 Stock-based compensation 440 1,744 -------- -------- Total operating expenses 10,005 13,826 -------- -------- Operating loss (2,781) (6,237) Interest and other income, net 312 193 -------- -------- Loss before provision for income taxes (2,469) (6,044) Provision for income taxes 25 25 -------- -------- Net loss $ (2,494) $ (6,069) ======== ======== Basic net loss per share $ (0.10) $ (0.25) ======== ======== Diluted net loss per share $ (0.10) $ (0.25) ======== ======== Shares used in basic per share computation 25,742 23,988 ======== ======== Shares used in diluted per share computation 25,742 23,988 ======== ======== CALLIDUS SOFTWARE INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) (unaudited) March 31, December 31, Assets 2005 2004 --------- ------------ Current assets: Cash and cash equivalents $ 11,100 $ 7,651 Short-term investments 50,622 52,166 Accounts receivable, net 9,882 12,126 Prepaid and other current assets 1,854 1,868 --------- --------- Total current assets 73,458 73,811 Property and equipment, net 3,325 3,361 Deposits and other assets 1,645 1,317 --------- --------- Total assets $ 78,428 $ 78,489 ========= ========= Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 1,619 $ 1,904 Current portion of long-term debt 346 471 Accrued payroll and related expenses 3,513 3,827 Accrued expenses 1,912 1,881 Deferred revenue 7,837 6,856 --------- --------- Total current liabilities 15,227 14,939 Long-term debt, less current portion 24 48 Deferred rent 307 292 Long-term deferred revenue 102 178 --------- --------- Total liabilities 15,660 15,457 --------- --------- Stockholders' equity Common stock 26 26 Additional paid-in capital 186,100 184,443 Deferred stock-based compensation (1,688) (2,316) Accumulated other comprehensive income 53 108 Accumulated deficit (121,723) (119,229) --------- --------- Total stockholders' equity 62,768 63,032 --------- --------- Total liabilities and stockholders' equity $ 78,428 $ 78,489 ========= ========= CALLIDUS SOFTWARE INC. RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES QUARTER OVER QUARTER COMPARISON (In thousands, except for per share data) (unaudited)
Three months ended Three months ended March 31, 2005 December 31, 2004 ---------------------------------- --------------------------------- Non-GAAP Non-GAAP GAAP Adjustments Non-GAAP GAAP Adjustments Non-GAAP -------- ----------- --------- -------- ----------- -------- Revenues: License revenues $ 3,500 $ 3,500 $ 4,013 $ 4,013 Maintenance and service revenues 11,001 11,001 11,047 11,047 -------- -------- -------- -------- Total revenues 14,501 14,501 15,060 15,060 Cost of revenues: License revenues 97 97 137 137 Maintenance and service revenues 7,180 7,180 7,396 7,396 -------- -------- -------- -------- Total cost of revenues 7,277 7,277 7,533 7,533 -------- -------- -------- -------- Gross profit 7,224 7,224 7,527 7,527 Operating expenses: Sales and marketing 4,412 4,412 4,377 4,377 Research and development 2,951 2,951 2,809 2,809 General and administrative 2,202 2,202 1,516 1,516 Stock-based compensation 440 (a) (440) -- 500 (a) (500) -- -------- -------- -------- -------- Total operating expenses 10,005 9,565 9,202 8,702 -------- -------- -------- -------- Operating loss (2,781) (2,341) (1,675) (1,175) Interest and other income, net 312 312 335 335 -------- -------- -------- -------- Loss before provision for income taxes (2,469) (2,029) (1,340) (840) Provision for income taxes 25 25 - - -------- -------- -------- -------- Net loss $ (2,494) $ (2,054) $ (1,340) $ (840) ======== ======== ======== ======== Diluted net loss per share $ (0.10) $ (0.08) $ (0.05) $ (0.03) ======== ======== ======== ======== Shares used in diluted per share computation 25,742 25,742 24,989 24,989 ======== ======== ======== ========
- ---------- (a) Non-cash stock based compensation CALLIDUS SOFTWARE INC. RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES YEAR OVER YEAR COMPARISON OF THE QUARTER (In thousands, except for per share data) (unaudited)
Three months ended Three months ended March 31, 2005 March 31, 2004 ---------------------------------- ---------------------------------- Non-GAAP Non-GAAP GAAP Adjustments Non-GAAP GAAP Adjustments Non-GAAP -------- ----------- -------- -------- ----------- -------- Revenues: License revenues $ 3,500 $ 3,500 $ 4,539 $ 4,539 Maintenance and service revenues 11,001 11,001 11,923 11,923 -------- -------- -------- -------- Total revenues 14,501 14,501 16,462 16,462 Cost of revenues: License revenues 97 97 263 263 Maintenance and service revenues 7,180 7,180 8,610 8,610 -------- -------- -------- -------- Total cost of revenues 7,277 7,277 8,873 8,873 -------- -------- -------- -------- Gross profit 7,224 7,224 7,589 7,589 Operating expenses: Sales and marketing 4,412 4,412 6,400 6,400 Research and development 2,951 2,951 3,710 3,710 General and administrative 2,202 2,202 1,972 1,972 Stock-based compensation 440 (a) (440) -- 1,744 (a) (1,744) -- -------- -------- -------- -------- Total operating expenses 10,005 9,565 13,826 12,082 -------- -------- -------- -------- Operating loss (2,781) (2,341) (6,237) (4,493) Interest and other income, net 312 312 193 193 -------- -------- -------- -------- Loss before provision for income taxes (2,469) (2,029) (6,044) (4,300) Provision for income taxes 25 25 25 25 -------- -------- -------- -------- Net loss $ (2,494) $ (2,054) $ (6,069) $ (4,325) ======== ======== ======== ======== Diluted net loss per share $ (0.10) $ (0.08) $ (0.25) $ (0.18) ======== ======== ======== ======== Shares used in diluted per share computation 25,742 25,742 23,988 23,988 ======== ======== ======== ========
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