-----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, HlC2JvMFbzSC1axEn+srK7k7HGwN1W1pQtgHugnYpKnwgAc9flvirc7LGqsTLCOY bmFgjAHZhwQ6dFO9KG7GYA== 0001275287-05-000255.txt : 20050126 0001275287-05-000255.hdr.sgml : 20050126 20050126162030 ACCESSION NUMBER: 0001275287-05-000255 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050126 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050126 DATE AS OF CHANGE: 20050126 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: 05550368 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 cs1895.txt ================================================================================ 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): January 26, 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 January 26, 2005, Callidus Software Inc. issued a press release announcing its financial results of and for the quarter and year ended December 31, 2004. 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 January 26, 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: January 26, 2005 By: /s/ RONALD J. FIOR ------------------------ Name: Ronald J. Fior Title: Chief Financial Officer, Vice President, Finance Exhibit Index 99.1 Earnings Press Release, dated January 26, 2005. EX-99.1 2 cs1895ex991.txt Exhibit 99.1 CALLIDUS SOFTWARE REPORTS FOURTH QUARTER 2004 RESULTS Q4 REVENUES $15.1 MILLION San Jose, Calif., January 26, 2005-- Callidus Software Inc. (Nasdaq: CALD), a leader in Enterprise Incentive Management (EIM), today announced financial results for the fourth quarter ended December 31, 2004. Total fourth quarter revenues were $15.1 million, an increase of 8% compared to prior quarter revenues of $13.9 million, and a decrease of 32% compared to fourth quarter 2003 revenues of $22.3 million. Fourth quarter net loss was $1.3 million, or ($0.05) per share, compared to a net loss of $4.4 million, or ($0.18) per share for the prior quarter and net income of $0.7 million, or $0.03 per share for the fourth quarter of 2003. Non-GAAP net loss for the fourth quarter was $0.8 million, or ($0.03) per share, as compared to non-GAAP net loss of $2.5 million, or ($0.10) per share in the prior quarter and non-GAAP net income of $2.7 million, or $0.11 per share in the fourth quarter of 2003. A reconciliation between GAAP and non-GAAP information is contained in the attached tables. For fiscal year 2004, total revenues were $58.7 million, a decrease of 18% from total revenues of $71.7 million in fiscal year 2003. Net loss for fiscal year 2004 was $25.5 million, or ($1.04) per share, compared to net income of $0.8 million, or $0.04 per share in fiscal year 2003. Non-GAAP net loss for fiscal year 2004 was $13.3 million, or ($0.54) per share, compared to non-GAAP net income of $5.4 million or $0.25 per share in fiscal year 2003. "Callidus achieved another quarter of sequential growth in license revenues. Our maintenance and service revenues and associated gross margin again exceeded our estimates for the quarter and operating expenses were also better than we had expected. As we begin 2005, Callidus is focused on improving financial results and expanding the analytic and modeling capability of our products," said David Pratt, president and CEO of Callidus Software. Callidus software also announced today that Christopher Cabrera, senior vice president, operations has resigned effective February 28, 2005 to get back into a startup business. "Chris joined Callidus in 1998 and has been an instrumental part of the company's success since Callidus was an early stage start-up. I would like to thank Chris for his contributions to Callidus," said Pratt. A search will be conducted to fill the vice president of sales position. Q4 2004 FINANCIAL SUMMARY . License revenues were $4.0 million, increasing 73% sequentially from the prior quarter, but declining 63% year-over-year. . Maintenance and service revenues were $11.0 million, decreasing 5% sequentially from the prior quarter and 3% year-over-year. . Maintenance and service gross margin was 33%, down from 34% in Q3 2004 and up from 31% in Q4 2003. License gross margin was 97%, up from 96% in each of Q3 2004 and Q4 2003. . Operating expenses were $9.2 million compared to $10.8 million in Q3 2004 and $13.3 million in Q4 2003. Excluding stock-based compensation, non-GAAP operating expenses were $8.7 million, down from non-GAAP operating expenses of $9.1 million in Q3 2004 and $11.3 million in Q4 2003. . Cash and investments totaled $59.8 million on December 31, 2004 as compared to $62.6 million on September 30, 2004. . Days Sales Outstanding (DSO) in accounts receivable at the end of the quarter was 66 days, up from 65 days at the end of the third quarter of 2004. Q1 2005 GUIDANCE . Maintenance and services revenue is expected to be between $10.5 million and $11.0 million with a corresponding gross margin between 29% and 31%. . Operating expenses are expected to be between $10.2 million and $10.7 million. Excluding stock-based compensation, non-GAAP operating expenses are expected to be between $9.5 million and $10.0 million. Stock-based compensation is expected to be $0.7 million. . No guidance is being given on license revenues or earnings. CONFERENCE CALL Callidus Software's fourth quarter 2004 conference call is scheduled for 1:30 p.m. Pacific Time (PT), Wednesday, January 26, 2005. The conference call is available via web cast and can be accessed live, and for two weeks after the call, 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 800-510-0219 (international 617-614-3451), passcode 72964789. A replay of the conference call can be accessed after 3:30 p.m. PT, by calling 888-286-8010 (international 617-801-6888), passcode 81221198. ABOUT CALLIDUS SOFTWARE Founded in 1996, Callidus Software (www.CallidusSoftware.com) is an 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, restructuring expenses, customer and legal settlements, insurance reimbursements, and amortization and impairment of intangible assets. 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 conducting a search for a vice president of sales, improving financial results in 2005, expanding the analytic and modeling capability of our products, estimates of maintenance and service revenues and associated gross margin and of operating expenses and stock-based compensation for the first 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 From 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 STATEMENT OF OPERATIONS (In thousands, except for per share data) (unaudited)
Three months ended Year ended December 31, December 31, ----------------------- ----------------------- 2004 2003 2004 2003 ---------- ---------- ---------- ---------- Revenues: License revenues $ 4,013 $ 10,909 $ 12,758 $ 37,526 Maintenance and service revenues 11,047 11,376 45,936 34,208 ---------- ---------- ---------- ---------- Total revenues 15,060 22,285 58,694 71,734 Cost of revenues: License revenues 137 455 774 1,909 Maintenance and service revenues 7,396 7,807 32,070 25,746 Impairment of purchased technology -- -- 1,800 -- ---------- ---------- ---------- ---------- Total cost of revenues 7,533 8,262 34,644 27,655 ---------- ---------- ---------- ---------- Gross profit 7,527 14,023 24,050 44,079 Operating expenses: Sales and marketing 4,377 6,598 20,577 20,813 Research and development 2,809 2,937 13,415 10,963 General and administrative 1,516 1,766 7,493 6,323 Impairment of intangible asset -- -- 1,994 -- Restructuring expenses -- -- 1,488 -- Stock-based compensation 500 2,008 5,585 4,577 ---------- ---------- ---------- ---------- Total operating expenses 9,202 13,319 50,552 42,676 ---------- ---------- ---------- ---------- Operating income (loss) (1,675) 704 (26,502) 1,403 Interest expense (13) (99) (122) (502) Interest and other income, net 348 151 1,216 201 ---------- ---------- ---------- ---------- Income (loss) before provision for income taxes (1,340) 756 (25,408) 1,102 Provision for income taxes -- 92 75 267 ---------- ---------- ---------- ---------- Net income (loss) $ (1,340) $ 664 $ (25,483) $ 835 ========== ========== ========== ========== Basic net income (loss) per share attributable to common stockholders $ (0.05) $ 0.04 $ (1.04) $ 0.06 ========== ========== ========== ========== Diluted net income (loss) per share $ (0.05) $ 0.03 $ (1.04) $ 0.04 ========== ========== ========== ========== Shares used in basic per share computation 24,989 11,651 24,419 4,003 ========== ========== ========== ========== Shares used in diluted per share computation 24,989 24,475 24,419 21,294 ========== ========== ========== ==========
CALLIDUS SOFTWARE INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) (unaudited) DECEMBER 31, DECEMBER 31, ASSETS 2004 2003 - ---------------------------------------------- ------------ ------------ Current assets: Cash and cash equivalents $ 22,126 $ 56,330 Short-term investments 37,691 23,936 Accounts receivable, net 12,126 14,850 Prepaid and other current assets 1,868 1,511 ------------ ------------ Total current assets 73,811 96,627 Property and equipment, net 3,361 2,721 Intangible asset -- 2,000 Deposits and other assets 1,317 851 ------------ ------------ Total assets $ 78,489 $ 102,199 ============ ============ Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 1,904 $ 3,504 Current portion of long-term debt 471 694 Accrued payroll and related expenses 3,827 3,638 Accrued expenses 1,881 3,542 Deferred revenue 6,856 7,930 ------------ ------------ Total current liabilities 14,939 19,308 Long-term debt, less current portion 48 520 Deferred rent 292 180 Long-term deferred revenue 178 693 ------------ ------------ Total liabilities 15,457 20,701 ------------ ------------ Stockholders' equity Common stock 26 24 Additional paid-in capital 184,443 184,343 Deferred stock-based compensation (2,316) (9,328) Notes receivable from stockholders -- (83) Accumulated other comprehensive income 108 288 Accumulated deficit (119,229) (93,746) ------------ ------------ Total stockholders' equity 63,032 81,498 ------------ ------------ Total liabilities and stockholders' equity $ 78,489 $ 102,199 ============ ============ 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 December 31, 2004 September 30, 2004 ------------------------------------------ ------------------------------------------ Non-GAAP Non-GAAP GAAP Adjustments Non-GAAP GAAP Adjustments Non-GAAP ------------ ------------ ------------ ------------ ------------ ------------ Revenues: License revenues $ 4,013 $ 4,013 $ 2,317(b)$ 150 $ 2,467 Maintenance and service revenues 11,047 11,047 11,621 11,621 ------------ ------------ ------------ ------------ Total revenues 15,060 15,060 13,938 14,088 Cost of revenues: License revenues 137 137 88 88 Maintenance and service revenues 7,396 7,396 7,680 7,680 ------------ ------------ ------------ ------------ Total cost of revenues 7,533 7,533 7,768 7,768 ------------ ------------ ------------ ------------ Gross profit 7,527 7,527 6,170 6,320 Operating expenses: Sales and marketing 4,377 4,377 4,455 4,455 Research and development 2,809 2,809 3,020 3,020 General and administrative 1,516 1,516 1,231(c) 375 1,606 Restructuring expenses -- -- 1,488(d) (1,488) -- Stock-based compensation 500 (a) (500) -- 620(a) (620) -- ------------ ------------ ------------ ------------ Total operating expenses 9,202 8,702 10,814 9,081 ------------ ------------ ------------ ------------ Operating income (loss) (1,675) (1,175) (4,644) (2,761) Interest expense (13) (13) (14) (14) Interest and other income, net 348 348 324 324 ------------ ------------ ------------ ------------ Income (loss) before provision for income taxes (1,340) (840) (4,334) (2,451) Provision for income taxes -- -- 25 25 ------------ ------------ ------------ ------------ Net income (loss) $ (1,340) $ (840) $ (4,359) $ (2,476) ============ ============ ============ ============ Diluted net income (loss) per share $ (0.05) $ (0.03) $ (0.18) $ (0.10) ============ ============ ============ ============ Shares used in diluted per share computation 24,989 24,989 24,489 24,489 ============ ============ ============ ============
(a) Non-cash stock based compensation (b) Customer settlement for discontinuance of TruePerformance product (c) Insurance proceeds from TruePerformance related claim (d) Reduction in force and discontinuance of TruePerformance product CALLIDUS SOFTWARE INC. RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES YEAR OVER YEAR COMPARISON OF THE FOURTH QUARTER (In thousands, except for per share data) (unaudited)
Three months ended Three months ended December 31, 2004 December 31, 2003 ------------------------------------------ ------------------------------------------ Non-GAAP Non-GAAP GAAP Adjustments Non-GAAP GAAP Adjustments Non-GAAP ------------ ------------ ------------ ------------ ------------ ------------ Revenues: License revenues $4,013 $ 4,013 $ 10,909 $10,909 Maintenance and service revenues 11,047 11,047 11,376 11,376 ------------ ------------ ------------ ------------ Total revenues 15,060 15,060 22,285 22,285 Cost of revenues: License revenues 137 137 455 455 Maintenance and service revenues 7,396 7,396 7,807 7,807 ------------ ------------ ------------ ------------ Total cost of revenues 7,533 7,533 8,262 8,262 ------------ ------------ ------------ ------------ Gross profit 7,527 7,527 14,023 14,023 Operating expenses: Sales and marketing 4,377 4,377 6,598 6,598 Research and development 2,809 2,809 2,937 2,937 General and administrative 1,516 1,516 1,776 1,776 Stock-based compensation 500(a) (500) -- 2,008(a) (2,008) -- ------------ ------------ ------------ ------------ Total operating expenses 9,202 8,702 13,319 11,311 ------------ ------------ ------------ ------------ Operating income (loss) (1,675) (1,175) 704 2,712 Interest expense (13) (13) (99) (99) Interest and other income, net 348 348 151 151 ------------ ------------ ------------ ------------ Income (loss) before provision for income taxes (1,340) (840) 756 2,764 Provision for income taxes -- -- 92 92 ------------ ------------ ------------ ------------ Net income (loss) $ (1,340) $ (840) $ 664 $ 2,672 ============ ============ ============ ============ Diluted net income (loss) per share $(0.05) $ (0.03) $ 0.03 $ 0.11 ============ ============ ============ ============ Shares used in diluted per share computation 24,989 24,989 24,475 24,475 ============ ============ ============ ============
(a) Non-cash stock based compensation CALLIDUS SOFTWARE INC. RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES FISCAL YEAR OVER FISCAL YEAR COMPARISON (In thousands, except for per share data) (unaudited)
Year ended Year ended December 31, 2004 December 31, 2003 ------------------------------------------ ------------------------------------------ Non-GAAP Non-GAAP GAAP Adjustments Non-GAAP GAAP Adjustments Non-GAAP ------------ ------------ ------------ ------------ ------------ ------------ Revenues: License revenues $ 12,758(a)$ 150 $ 12,908 $ 37,526 $ 37,526 Maintenance and service revenues 45,936(b) 775 46,711 34,208 34,208 ------------ ------------ ------------ ------------ Total revenues 58,694 59,619 71,734 71,734 Cost of revenues: License revenues 774(c) (200) 574 1,909 1,909 Maintenance and service revenues 32,070 32,070 25,746 25,746 Impairment of purchased technology 1,800(c) (1,800) -- -- -- ------------ ------------ ------------ ------------ Total cost of revenues 34,644 32,644 27,655 27,655 ------------ ------------ ------------ ------------ Gross profit 24,050 26,975 44,079 44,079 Operating expenses: Sales and marketing 20,577 20,577 20,813 20,813 Research and development 13,415(c) (158) 13,257 10,963 10,963 General and administrative 7,493(d) (75) 7,418 6,323 6,323 Impairment of intangible asset 1,994(c) (1,994) -- -- -- Restructuring expenses 1,488(e) (1,488) -- -- -- Stock-based compensation 5,585(f) (5,585) -- 4,577(f) (4,577) -- ------------ ------------ ------------ ------------ Total operating expenses 50,552 41,252 42,626 38,099 ------------ ------------ ------------ ------------ Operating income (loss) (26,502) (14,277) 1,403 5,980 Interest expense (122) (122) (502) (502) Interest and other income, net 1,216 1,216 201 201 ------------ ------------ ------------ ------------ Income (loss) before provision for income taxes (25,408) (13,183) 1,102 5,679 Provision for income taxes 75 75 267 267 ------------ ------------ ------------ ------------ Net income (loss) $ (25,483) $ (13,258) $ 835 $ 5,412 ============ ============ ============ ============ Diluted net income (loss) per share $ (1.04) $ (0.54) $ 0.04 $ 0.25 ============ ============ ============ ============ Shares used in diluted per share computation 24,419 24,419 21,294 24,294 ============ ============ ============ ============
(a) Customer settlement for discontinuance of TruePerformance product (b) Accrual for a claim related to TruePerformance (c) Amortization or impairment of purchased intangible assets (d) $450k legal settlement with Gordon Food Service offset by $375k of insurance proceeds from a True Performance related claim (e) Reduction in force and discontinuance of TruePerformance product (f) Non-cash stock based compensation -----END PRIVACY-ENHANCED MESSAGE-----