Delaware
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000-50463
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77-0438629
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(State or other jurisdiction
of incorporation)
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(Commission
file number)
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(I.R.S. Employer
Identification No.)
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.02.
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Results of Operations and Financial Condition
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Item 9.01.
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Financial Statements and Exhibits.
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(d)
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Exhibits
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Exhibit
Number
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Description
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Press Release of Callidus Software Inc. dated May 1, 2014
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CALLIDUS SOFTWARE INC.
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||||
Date: May 1, 2014
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By:
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/s/ Bob L. Corey
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Bob L. Corey
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||||
Chief Financial Officer,
Senior Vice President, Finance and Operations
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Exhibit
Number
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Description
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Press Release of Callidus Software Inc. dated May 1, 2014
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·
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Recurring revenue gross margin was 67% compared to 62% in the same quarter in the prior year.
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·
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Operating loss was $2.1 million compared to $5.6 million in the same quarter in the prior year.
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·
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Net loss was $2.5 million, or ($0.05) per share, compared to a net loss of $6.6 million, or ($0.18) per share, for the same quarter in the prior year.
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·
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Cash generated from operations was $5.5 million in the current quarter compared to $2.8 million cash used in operating activities in the same quarter in the prior year.
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·
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Recurring revenue gross margin was 71% compared to 66% for the same quarter in the prior year.
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·
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Operating income was $1.5 million compared to an operating loss of $0.7 million for the same quarter in the prior year.
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·
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Net income was $1.3 million, or $0.03 per fully diluted share, compared to a net loss of $0.8 million, or ($0.02) per fully diluted share for the same quarter in the prior year.
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·
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CallidusCloud acquired LeadRocket, Inc., a digital marketing and social engagement platform. This technology acquisition puts the power of marketing automation in the pocket of every sales professional. LeadRocket® will allow users to access campaigns from CallidusCloud’s marketing automation for one to one conversations with their prospects across multiple channels.
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·
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CallidusCloud’s partner ecosystem expanded with 25 new alliance partners and resellers including Docusign, Protiviti, and WalkMe.
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·
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CallidusCloud sponsored key events including the Docusign Momentum in San Francisco, RevTalks in San Francisco, The Big Rethink hosted by The Economist in New York, Forrester’s Sales Enablement Forum in Phoenix, Learning Solutions Conference in Orlando and the Technology for Marketing and Advertising in London.
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
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||||||||
(In thousands, except for per share data)
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||||||||
(unaudited)
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||||||||
Three Months Ended March 31,
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||||||||
2014
|
2013
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|||||||
Revenues:
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||||||||
Recurring
|
$ | 22,250 | $ | 19,624 | ||||
Services and other
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8,727 | 5,918 | ||||||
Total revenues
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30,977 | 25,542 | ||||||
Cost of revenues:
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||||||||
Recurring
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7,288 | 7,453 | ||||||
Services and other
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5,110 | 5,222 | ||||||
Total cost of revenues
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12,398 | 12,675 | ||||||
Gross profit
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18,579 | 12,867 | ||||||
Operating expenses:
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||||||||
Sales and marketing
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10,727 | 7,644 | ||||||
Research and development
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4,873 | 4,429 | ||||||
General and administrative
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5,086 | 5,186 | ||||||
Restructuring
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- | 1,243 | ||||||
Total operating expenses
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20,686 | 18,502 | ||||||
Operating loss
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(2,107 | ) | (5,635 | ) | ||||
Interest income and other income (expense)
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(210 | ) | (844 | ) | ||||
Loss before provision for income taxes
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(2,317 | ) | (6,479 | ) | ||||
Provision for income taxes
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150 | 124 | ||||||
Net loss
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$ | (2,467 | ) | $ | (6,603 | ) | ||
Net loss per share - basic and diluted
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||||||||
Net loss per share
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$ | (0.05 | ) | $ | (0.18 | ) | ||
Shares used in basic and diluted per share computation
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45,944 | 37,139 | ||||||
The following line items include stock-based compensation, amortization of acquired intangible assets, patent litigation costs, interest expense on convertible notes, amortization of convertible note issuance costs and restructuring as follows:
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||||||||
Three Months Ended March 31,
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||||||||
2014 | 2013 | |||||||
Cost of revenues:
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||||||||
Recurring
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$ | 729 | $ | 686 | ||||
Services and other
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226 | 418 | ||||||
Operating expenses:
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||||||||
Sales and marketing
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829 | 801 | ||||||
Research and development
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438 | 466 | ||||||
General and administrative
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1,382 | 1,344 | ||||||
Restructuring
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- | 1,243 | ||||||
Interest income and other (income) expense
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201 | 837 | ||||||
Total
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$ | 3,805 | $ | 5,795 | ||||
CALLIDUS SOFTWARE INC.
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||||||||
CONSOLIDATED BALANCE SHEETS
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||||||||
(In thousands except per share data)
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||||||||
March 31,
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December 31,
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|||||||
2014
|
2013
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|||||||
ASSETS
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||||||||
Current assets:
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||||||||
Cash and cash equivalents
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$ | 29,022 | $ | 28,295 | ||||
Short-term investments
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5,315 | 7,866 | ||||||
Restricted cash
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2,996 | - | ||||||
Accounts receivable, net
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26,509 | 29,216 | ||||||
Deferred income taxes
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210 | - | ||||||
Prepaid and other current assets
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6,695 | 6,232 | ||||||
Total current assets
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70,747 | 71,609 | ||||||
Property and equipment, net
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14,545 | 11,351 | ||||||
Goodwill
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32,791 | 31,207 | ||||||
Intangible assets, net
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18,514 | 16,995 | ||||||
Deferred income taxes, noncurrent
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556 | 405 | ||||||
Deposits and noncurrent assets
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2,700 | 2,626 | ||||||
Total assets
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$ | 139,853 | $ | 134,193 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
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||||||||
Current liabilities:
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||||||||
Accounts payable
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$ | 3,228 | $ | 2,987 | ||||
Accrued payroll and related expenses
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5,992 | 7,377 | ||||||
Accrued expenses
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10,055 | 5,395 | ||||||
Deferred income taxes
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1,159 | 1,159 | ||||||
Deferred revenue
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46,769 | 46,222 | ||||||
Capital lease obligations
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1,318 | 1,308 | ||||||
Total current liabilities
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68,521 | 64,448 | ||||||
Deferred revenue, noncurrent
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12,679 | 10,432 | ||||||
Deferred income taxes, noncurrent
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205 | 155 | ||||||
Capital lease obligations, noncurrent
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668 | 987 | ||||||
Convertible notes
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14,197 | 14,197 | ||||||
Other noncurrent liabilities
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1,829 | 1,921 | ||||||
Total liabilities
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98,099 | 92,140 | ||||||
Stockholders’ equity:
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||||||||
Common stock
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46 | 45 | ||||||
Additional paid-in capital
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317,564 | 315,430 | ||||||
Treasury stock
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(14,430 | ) | (14,430 | ) | ||||
Accumulated other comprehensive income
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198 | 165 | ||||||
Accumulated deficit
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(261,624 | ) | (259,157 | ) | ||||
Total stockholders’ equity
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41,754 | 42,053 | ||||||
Total liabilities and stockholders’ equity
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$ | 139,853 | $ | 134,193 | ||||
CALLIDUS SOFTWARE INC.
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||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS
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||||||||
(In thousands)
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||||||||
Three Months Ended March 31,
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||||||||
2014
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2013
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|||||||
Cash flows from operating activities:
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||||||||
Net loss
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$ | (2,467 | ) | $ | (6,603 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities:
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||||||||
Depreciation expense
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1,152 | 987 | ||||||
Amortization of intangible assets
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1,233 | 1,228 | ||||||
Provision for doubtful accounts and
service remediation reserves
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253 | 157 | ||||||
Stock-based compensation
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2,292 | 2,591 | ||||||
Release of valuation allowance
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(149 | ) | - | |||||
Amortization of convertible notes issuance cost
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32 | 134 | ||||||
Net amortization on investments
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8 | 26 | ||||||
Changes in operating assets and liabilities:
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||||||||
Accounts receivable
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2,841 | (4,354 | ) | |||||
Prepaid and other current assets
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(463 | ) | (503 | ) | ||||
Other assets
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(107 | ) | (289 | ) | ||||
Accounts payable
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332 | (2,712 | ) | |||||
Accrued expenses
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245 | 1,673 | ||||||
Accrued payroll and related expenses
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(1,369 | ) | (510 | ) | ||||
Accrued restructuring
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(167 | ) | 284 | |||||
Deferred revenue
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2,114 | 5,067 | ||||||
Deferred income taxes
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(311 | ) | 39 | |||||
Net cash provided by (used in) operating activities
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5,469 | (2,785 | ) | |||||
Cash flows from investing activities:
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||||||||
Purchases of investments
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(1,209 | ) | (3,319 | ) | ||||
Proceeds from maturities and sale of investments
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3,750 | 7,700 | ||||||
Purchases of property and equipment
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(3,597 | ) | (604 | ) | ||||
Purchases of intangible assets
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(112 | ) | (126 | ) | ||||
Acquisitions, net of cash acquired
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(2,363 | ) | - | |||||
Net cash (used in) provided by investing activities
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(3,531 | ) | 3,651 | |||||
Cash flows from financing activities:
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||||||||
Proceeds from issuance of common stock
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1,190 | 1,002 | ||||||
Repurchase of common stock from employees for payment
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||||||||
of taxes on vesting of restricted stock units
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(1,347 | ) | (341 | ) | ||||
Payment of consideration related to acquisitions
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(630 | ) | (3,078 | ) | ||||
Proceeds from term note financing, net of payment
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2,996 | - | ||||||
Change in restricted cash
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(2,996 | ) | - | |||||
Repayment of debt
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(150 | ) | - | |||||
Payment of principal under capital leases
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(309 | ) | (311 | ) | ||||
Net cash used in financing activities
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(1,246 | ) | (2,728 | ) | ||||
Effect of exchange rates on cash and cash equivalents
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35 | (40 | ) | |||||
Net increase (decrease) in cash and cash equivalents
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727 | (1,902 | ) | |||||
Cash and cash equivalents at beginning of period
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28,295 | 16,400 | ||||||
Cash and cash equivalents at end of period
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$ | 29,022 | $ | 14,498 |
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
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|||||||||
(In thousands, except for percentages and per share data)
|
|||||||||
(unaudited)
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|||||||||
Three months ended
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|||||||||
March 31,
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|||||||||
2014
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2013
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||||||||
Non-GAAP gross profit reconciliation
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|||||||||
Gross profit
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$ | 18,579 | $ | 12,867 | |||||
Gross margin
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60 | % | 50 | % | |||||
Add back:
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|||||||||
Non-cash stock-based compensation
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396 | 580 | |||||||
Non-cash amortization of acquired
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intangible assets
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559 | 524 | |||||||
Non-GAAP gross profit
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$ | 19,534 | $ | 13,971 | |||||
Gross margin
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63 | % | 55 | % | |||||
Non-GAAP recurring revenue gross profit reconciliation
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|||||||||
Recurring revenue gross profit
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$ | 14,962 | $ | 12,171 | |||||
Recurring revenue gross margin
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67 | % | 62 | % | |||||
Add back:
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|||||||||
Non-cash stock-based compensation
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182 | 174 | |||||||
Non-cash amortization of acquired
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|||||||||
intangible assets
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547 | 512 | |||||||
Non-GAAP Recurring revenue gross profit
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$ | 15,691 | $ | 12,857 | |||||
Recurring revenue gross margin
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71 | % | 66 | % | |||||
Non-GAAP operating expense reconciliation:
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|||||||||
Operating expenses
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$ | 20,686 | $ | 18,502 | |||||
Add back:
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Non-cash stock-based compensation
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(1,896 | ) | (2,011 | ) | |||||
Non-cash amortization of acquired
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intangible assets
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(310 | ) | (286 | ) | |||||
Patent litigation costs
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(443 | ) | (314 | ) | |||||
Restructuring
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- | (1,243 | ) | ||||||
Non-GAAP Operating Expenses
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$ | 18,037 | $ | 14,648 | |||||
Non-GAAP operating income (loss) reconciliation:
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|||||||||
Operating loss
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$ | (2,107 | ) | $ | (5,635 | ) | |||
Add back:
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|||||||||
Non-cash stock-based compensation
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2,292 | 2,591 | |||||||
Non-cash amortization of acquired
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|||||||||
intangible assets
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869 | 810 | |||||||
Patent litigation costs
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443 | 314 | |||||||
Restructuring
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- | 1,243 | |||||||
Non-GAAP Operating income (loss)
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$ | 1,497 | $ | (677 | ) |
CALLIDUS SOFTWARE INC.
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RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
|
|||||||||
(In thousands, except for percentages and per share data)
|
|||||||||
(unaudited)
|
|||||||||
Three months ended
|
|||||||||
March 31,
|
|||||||||
2014
|
2013
|
||||||||
Non-GAAP net loss reconciliation:
|
|||||||||
Net loss
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$ | (2,467 | ) | $ | (6,603 | ) | |||
Add back:
|
|||||||||
Non-cash stock-based compensation
|
2,292 | 2,591 | |||||||
Non-cash amortization of acquired
|
|||||||||
intangible assets
|
869 | 810 | |||||||
Patent litigation costs
|
443 | 314 | |||||||
Restructuring
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- | 1,243 | |||||||
Interest expense on convertible notes
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169 | 703 | |||||||
Amortization of convertible note issuance cost
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32 | 134 | |||||||
Non-GAAP Net income (loss)
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$ | 1,338 | $ | (808 | ) | ||||
Non-GAAP net income (loss) per share reconciliation:
|
|||||||||
Net loss per basic and diluted share
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$ | (0.05 | ) | $ | (0.18 | ) | |||
Add back:
|
|||||||||
Non-cash stock-based compensation
|
0.05 | 0.07 | |||||||
Non-cash amortization of acquired
|
|||||||||
intangible assets
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0.02 | 0.02 | |||||||
Patent litigation costs
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0.01 | 0.01 | |||||||
Restructuring
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- | 0.03 | |||||||
Interest expense on convertible notes
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- | 0.02 | |||||||
Amorization of convertible note issuance cost
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- | 0.01 | |||||||
Non-GAAP net income (loss) per diluted share
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$ | 0.03 | $ | (0.02 | ) | ||||
Basic and fully diluted shares reconciliation:
|
|||||||||
Basic shares
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45,944 | 37,139 | |||||||
Add back:
|
|||||||||
Weighted average effect of dilutive securities
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3,751 | - | |||||||
Diluted shares
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49,695 | 37,139 |
Three months ended
|
||||
June 30, 2014
|
||||
GAAP
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Non-GAAP
|
|||
Total revenue
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$30,400 - $31,400
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$30,400 - $31,400
|
||
Operating income (a)
|
($2,700) - ($3,400)
|
$1,000 - $1,500
|
||
Net income (loss) per diluted share (c)
|
($0.05) - ($0.08)
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$0.01 - $0.03
|
||
Twelve months ended
|
||||
December 31, 2014
|
||||
GAAP
|
Non-GAAP
|
|||
Total revenue
|
$127,500 - $132,500
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$127,500 - $132,500
|
||
Operating income (b)
|
($8,300) - ($11,300)
|
$7,000 - $9,000
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Net income (loss) per diluted share (c)
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($0.23) - ($0.28)
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$0.12 - $0.16
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(a)
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Estimated non-GAAP amounts above for the three months ending June 30, 2014 reflect adjustments that exclude the estimated amortization of acquired intangible assets of approximately $950 thousand - $1.0 million, estimated stock-based compensation expense of approximately $2.8 - $3.0 million, and patent litigation costs of approximately $400 - $450 thousand.
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(b)
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Estimated non-GAAP amounts above for the twelve months ending December 31, 2014 reflect adjustments that exclude the estimated amortization of acquired intangible assets of approximately $3.2–$3.4 million, estimated stock-based compensation expense of approximately $12.2 - $13.2 million, and patent litigation costs of approximately $1.7 - $1.9 million.
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(c)
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Non-GAAP fully diluted share count is between 49.0 million and 50.5 million. GAAP share count is between 46.0 million to 49.0 million.
|