-----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, L1VmJU4UkOfKq6s8p2Mif9qSRLdxatWMe9V+gsloo6vng8HjgjB19MxOycxHV9YP O9R2DZ6J/6gTGH6nx/2S+g== 0001275287-05-002780.txt : 20050727 0001275287-05-002780.hdr.sgml : 20050727 20050727161550 ACCESSION NUMBER: 0001275287-05-002780 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050727 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050727 DATE AS OF CHANGE: 20050727 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: 05977493 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 cs3192.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): JULY 27, 2005 CALLIDUS SOFTWARE INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-50463 77-0438629 (State or Other Jurisdiction (Commission (IRS Employer of 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 July 27, 2005, Callidus Software Inc. issued a press release announcing its financial results of and for the quarter ended June 30, 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 July 27, 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: July 27, 2005 By: /s/ Ronald J. Fior --------------------------- Name: Ronald J. Fior Title: Vice President, Finance and Chief Financial Officer EXHIBIT INDEX 99.1 Earnings Press Release, dated July 27, 2005. EX-99.1 2 cs3192ex991.txt Exhibit 99.1 CALLIDUS SOFTWARE REPORTS SECOND QUARTER 2005 RESULTS Q2 REVENUES $12.6 MILLION SAN JOSE, Calif., July 27 /PRNewswire-FirstCall/ -- Callidus Software Inc. (Nasdaq: CALD), a leader in Enterprise Incentive Management (EIM), today announced financial results for the second quarter ended June 30, 2005. Total second quarter revenues were $12.6 million, a decrease of 13% compared to prior quarter revenues of $14.5 million, and a decrease of 5% compared to second quarter 2004 revenues of $13.2 million. Second quarter net loss was $3.7 million, or ($0.14) per share, compared to a net loss of $2.5 million, or ($0.10) per share for the prior quarter and a net loss of $13.7 million, or ($0.57) per share for the second quarter of 2004. Non-GAAP net loss for the second quarter was $3.3 million, or ($0.12) per share, as compared to non-GAAP net loss of $2.1 million, or ($0.08) per share in the prior quarter and non-GAAP net loss of $5.7 million, or ($0.24) per share in the second quarter of 2004. A reconciliation between GAAP and non- GAAP information is contained in the attached tables. "License revenues for the second quarter were disappointing. A number of license transactions we anticipated would close in the second quarter did not. Our maintenance and services organization, however, met its revenue and related gross margin targets for the quarter. Our operating expenses were substantially lower than our targeted range, due primarily to lower personnel related costs," said Robert Youngjohns, president and chief executive officer of Callidus Software. "After my first two months at Callidus, I clearly believe that Callidus has a large opportunity. Our products provide a system of record for every aspect of a sales organization empowering sales leaders to compete more effectively. We intend to capitalize on this foundation through a series of initiatives that we are pursuing aggressively. We will reprioritize our spending accordingly with a priority on reestablishing product revenue growth," concluded Youngjohns. Q2 2005 Financial Summary -- License revenues were $1.3 million, decreasing 63% sequentially from the prior quarter and 31% year-over-year. -- Maintenance and service revenues were $11.3 million, increasing 3% sequentially from the prior quarter and equal to the prior year. -- Maintenance and service gross margin was 32%, down from 35% in Q1 2005 but up from 26% in Q2 2004. License gross margin was 93%, down from 97% in Q1 2005 but up from 85% in Q2 2004. -- Operating expenses were $8.9 million compared to $10.0 million in Q1 2005 and $16.7 million in Q2 2004. Non-GAAP operating expenses were $8.5 million, compared to non-GAAP operating expenses of $9.6 million in Q1 2005 and $11.4 million in Q2 2004. -- Cash and investments totaled $59.4 million at June 30, 2005 as compared to $61.7 million at March 31, 2005. -- Days Sales Outstanding (DSO) in accounts receivable at the end of the quarter was 67 days, down from 68 days at the end of Q1 2005. Q3 2005 Guidance -- Maintenance and services revenue is expected to be between $10.3 million and $10.8 million with a corresponding gross margin between 30% and 32%. -- Operating expenses are expected to be between $9.8 million and $10.3 million. Non-GAAP operating expenses, which exclude stock-based compensation, are expected to be between $9.5 million and $10.0 million. Stock-based compensation is expected to be $0.3 million. -- No guidance is being given on license revenues or earnings. Conference Call Callidus Software's second quarter 2005 conference call is scheduled for 1:30 p.m. Pacific Daylight Time (PDT), on Wednesday, July 27, 2005. The conference call will be 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 800-299-7635 (international 617-786-2901), passcode 77018686. A telephone playback and webcast replay of the conference call will be available after 3:30 p.m. PDT on July 27, 2005 through August 10, 2005. The telephone replay will be available by calling 888-286-8010 (international callers: 617-801-6888), passcode 53470012. 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 and 2004 financial results also exclude legal settlements, amortization and impairment of intangible assets and an accrual for claims related to TruePerformance. 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 with respect to estimates of third quarter maintenance and service revenues and associated gross margin, estimates of third quarter operating expenses and stock-based compensation and our new sales, product, marketing and partnership initiatives and related spending increases, 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, management's ability to successfully implement its business plan, including the initiatives stated in the press release above, 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 Callidus' reports filed with the Securities and Exchange Commission (SEC), 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 from 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. CALLIDUS SOFTWARE INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except for per share data) (unaudited)
Three months ended Six months ended June 30, June 30, ----------------------- ----------------------- 2005 2004 2005 2004 ---------- ---------- ---------- ---------- Revenues: License revenues $ 1,295 $ 1,889 $ 4,795 $ 6,428 Maintenance and service revenues 11,320 11,345 22,321 23,268 ---------- ---------- ---------- ---------- Total revenues 12,615 13,234 27,116 29,696 Cost of revenues: License revenues 86 286 183 549 Maintenance and service revenues 7,684 8,384 14,864 16,994 Impairment of purchased technology -- 1,800 -- 1,800 ---------- ---------- ---------- ---------- Total cost of revenues 7,770 10,470 15,047 19,343 ---------- ---------- ---------- ---------- Gross profit 4,845 2,764 12,069 10,353 Operating expenses: Sales and marketing 3,549 5,345 7,961 11,745 Research and development 2,838 3,876 5,789 7,586 General and administrative 2,098 2,774 4,300 4,746 Impairment of intangible assets -- 1,994 -- 1,994 Stock-based compensation 423 2,721 863 4,465 ---------- ---------- ---------- ---------- Total operating expenses 8,908 16,710 18,913 30,536 ---------- ---------- ---------- ---------- Operating loss (4,063) (13,946) (6,844) (20,183) Interest and other income, net 353 256 665 449 ---------- ---------- ---------- ---------- Loss before provision for income taxes (3,710) (13,690) (6,179) (19,734) Provision (benefit) for income taxes (34) 25 (9) 50 ---------- ---------- ---------- ---------- Net loss $ (3,676) $ (13,715) $ (6,170) $ (19,784) ========== ========== ========== ========== Basic net loss per share $ (0.14) $ (0.57) $ (0.24) $ (0.82) ========== ========== ========== ========== Diluted net loss per share $ (0.14) $ (0.57) $ (0.24) $ (0.82) ========== ========== ========== ========== Shares used in basic per share computation 26,144 24,204 25,948 24,095 ========== ========== ========== ========== Shares used in diluted per share computation 26,144 24,204 25,948 24,095 ========== ========== ========== ==========
CALLIDUS SOFTWARE INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) (unaudited) June 30, December 31, 2005 2004 ------------ ------------ Assets Current assets: Cash and cash equivalents $ 11,644 $ 7,651 Short-term investments 47,760 52,166 Accounts receivable, net 8,767 12,126 Prepaid and other current assets 1,882 1,868 ------------ ------------ Total current assets 70,053 73,811 Property and equipment, net 3,163 3,361 Deposits and other assets 1,587 1,317 ------------ ------------ Total assets $ 74,803 $ 78,489 ============ ============ Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 1,489 $ 1,904 Current portion of long-term debt 221 471 Accrued payroll and related expenses 3,700 3,827 Accrued expenses 1,454 1,881 Deferred revenue 7,958 6,856 ------------ ------------ Total current liabilities 14,822 14,939 Long-term debt, less current portion -- 48 Deferred rent 323 292 Long-term deferred revenue 31 178 ------------ ------------ Total liabilities 15,176 15,457 ------------ ------------ Stockholders' equity Common stock 26 26 Additional paid-in capital 186,213 184,443 Deferred stock-based compensation (1,288) (2,316) Accumulated other comprehensive income 75 108 Accumulated deficit (125,399) (119,229) ------------ ------------ Total stockholders' equity 59,627 63,032 ------------ ------------ Total liabilities and stockholders' equity $ 74,803 $ 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 June 30, 2005 March 31, 2005 -------------------------------------- -------------------------------------- Non-GAAP Non-GAAP GAAP Adjustments Non-GAAP GAAP Adjustments Non-GAAP ---------- ------------ ---------- ---------- ------------ ---------- Revenues: License revenues $ 1,295 $ 1,295 $ 3,500 $ 3,500 Maintenance and service revenues 11,320 11,320 11,001 11,001 ---------- ---------- ---------- ---------- Total revenues 12,615 12,615 14,501 14,501 Cost of revenues: License revenues 86 86 97 97 Maintenance and service revenues 7,684 7,684 7,180 7,180 ---------- ---------- ---------- ---------- Total cost of revenues 7,770 7,770 7,277 7,277 ---------- ---------- ---------- ---------- Gross profit 4,845 4,845 7,224 7,224 Operating expenses: Sales and marketing 3,549 3,549 4,412 4,412 Research and development 2,838 2,838 2,951 2,951 General and administrative 2,098 2,098 2,202 2,202 Stock-based compensation 423(a) (423) -- 440(a) (440) -- ---------- ---------- ---------- ---------- Total operating expenses 8,908 8,485 10,005 9,565 ---------- ---------- ---------- ---------- Operating loss (4,063) (3,640) (2,781) (2,341) Interest and other income, net 353 353 312 312 ---------- ---------- ---------- ---------- Loss before provision for income taxes (3,710) (3,287) (2,469) (2,029) Provision (benefit) for income taxes (34) (34) 25 25 ---------- ---------- ---------- ---------- Net loss $ (3,676) $ (3,253) $ (2,494) $ (2,054) ========== ========== ========== ========== Diluted net loss per share $ (0.14) $ (0.12) $ (0.10) $ (0.08) ========== ========== ========== ========== Shares used in diluted per share computation 26,144 26,144 25,742 25,742 ========== ========== ========== ==========
---------- (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 June 30, 2005 June 30, 2004 -------------------------------------- -------------------------------------- Non-GAAP Non-GAAP GAAP Adjustments Non-GAAP GAAP Adjustments Non-GAAP ---------- ------------ ---------- ---------- ------------ ---------- Revenues: License revenues $ 1,295 $ 1,295 $ 1,889 $ 1,889 Maintenance and service revenues 11,320 11,320 11,345(a) 775 12,120 ---------- ---------- ---------- ---------- Total revenues 12,615 12,615 13,234 14,009 Cost of revenues: License revenues 86 86 286(b) (100) 186 Maintenance and service revenues 7,684 7,684 8,384 8,384 Impairment of purchased technology -- -- 1,800(c) (1,800) -- ---------- ---------- ---------- ---------- Total cost of revenues 7,770 7,770 10,470 8,570 ---------- ---------- ---------- ---------- Gross profit 4,845 4,845 2,764 5,439 Operating expenses: Sales and marketing 3,549 3,549 5,345 5,345 Research and development 2,838 2,838 3,876(b) (158) 3,718 General and administrative 2,098 2,098 2,774(d) (450) 2,324 Impairment of intangible assets -- -- 1,994(c) (1,994) -- Stock-based compensation 423(e) (423) -- 2,721(e) (2,721) -- ---------- ---------- ---------- ---------- Total operating expenses 8,908 8,485 16,710 11,387 ---------- ---------- ---------- ---------- Operating loss (4,063) (3,640) (13,946) (5,948) Interest and other income, net 353 353 256 256 ---------- ---------- ---------- ---------- Loss before provision for income taxes (3,710) (3,287) (13,690) (5,692) Provision (benefit) for income taxes (34) (34) 25 25 ---------- ---------- ---------- ---------- Net loss $ (3,676) $ (3,253) $ (13,715) $ (5,717) ========== ========== ========== ========== Diluted net loss per share $ (0.14) $ (0.12) $ (0.57) $ (0.24) ========== ========== ========== ========== Shares used in diluted per share computation 26,144 26,144 24,204 24,204 ========== ========== ========== ==========
---------- (a) Accrual for a claim related to TruePerformance (b) Amortization of purchased intangible assets (c) Impairment of purchased intangible assets (d) Legal settlement with Gordon Food Service (e) Non-cash stock based compensation CONTACT: Investor Relations: Jon Pexton, +1-408-808-6577 or ir@callidussoftware.com, or Press: Jane Le Fevre, +1-408-808-6511 or pr@callidussoftware.com, both of Callidus Software Inc./ Web site: http://www.callidussoftware.com / -----END PRIVACY-ENHANCED MESSAGE-----