-----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, Wz4RbkmDZU6wRgjbfmWPwi0jl2ZqzCZ0ygwiWIXUJOBsu6nOSPuBcF2NVcNrn/KR 8VAtlMGvt3OmaKdaqwlUpg== 0001275287-06-000411.txt : 20060126 0001275287-06-000411.hdr.sgml : 20060126 20060126161011 ACCESSION NUMBER: 0001275287-06-000411 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060126 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060126 DATE AS OF CHANGE: 20060126 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: 06553727 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 cs4611.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): January 26, 2006 CALLIDUS SOFTWARE INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-50463 77-0438629 (State or Other (Commission (IRS Employer Jurisdiction 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 January 26, 2006, Callidus Software Inc. issued a press release announcing its financial results of and for the year ended December 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 (d) Exhibits 99.1 Earnings Press Release, dated January 26, 2006 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, 2006 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 January 26, 2006. EX-99.1 2 cs4611ex991.txt EXHIBIT 99.1 Exhibit 99.1 [LOGO OF CALLIDUS SOFTWARE] NEWS RELEASE CALLIDUS SOFTWARE REPORTS FOURTH QUARTER 2005 RESULTS Q4 Revenues $17.2 million, Up 14% Year over Year Driven by an 81% increase in License Revenues SAN JOSE, Calif., January 26, 2006-- Callidus Software Inc. (NASDAQ: CALD), a leader in Enterprise Incentive Management (EIM), today announced financial results for the fourth quarter ended December 31, 2005. Total fourth quarter revenues were $17.2 million, an increase of 1% from the prior quarter and an increase of 14% compared to fourth quarter 2004. Fourth quarter license revenues were $7.3 million, an increase of 25% compared to the prior quarter, and an increase of 81% compared to fourth quarter 2004. Fourth quarter net loss was $1.5 million, or ($0.06) per share, compared to a net loss of $0.9 million, or ($0.03) per share, for the prior quarter and a net loss of $1.3 million, or ($0.05) per share for the fourth quarter of 2004. Non-GAAP net loss for the fourth quarter was $1.9 million, or ($0.07) per share, as compared to non-GAAP net loss of $0.9 million, or ($0.03) per share in the prior quarter and non-GAAP net loss of $0.8 million, or ($0.03) per share in the fourth quarter of 2004. A reconciliation between GAAP and non-GAAP information is contained in the attached tables. For fiscal year 2005, total revenues were $61.5, an increase of 5% from 2004. Fiscal 2005 license revenues were $17.8 million, an increase of 40% from 2004. Net loss for fiscal year 2005 was $8.6 million, or ($0.33) per share, compared to net loss of $25.5 million, or ($1.04) per share in fiscal year 2004. Non-GAAP net loss for fiscal year 2005 was $8.1 million, or ($0.31) per share, compared to non-GAAP net loss of $13.3 million, or ($0.54) per share, in fiscal year 2004. Cash and investments totaled $63.7 million at December 31, 2005, an increase of $3.9 million since December 31, 2004. "We continued to make good progress in the fourth quarter, achieving our highest level of license revenue in two years," said Robert Youngjohns, president and CEO of Callidus Software. "Although maintenance and service revenues were below our targeted range, we believe this is an operational issue and not reflective of market demand. Accordingly, we expect our maintenance and service revenues to grow sequentially next quarter. Additionally, during the quarter we continued to strengthen our sales and marketing organizations which is reflected in higher than planned operating expenses." Mr. Youngjohns concluded, "Our license revenue performance reflects growing demand in the EIM marketplace and further validation by our customers of our market leading products and our ability to help customers turn incentive compensation into a driver of revenue and profits." RECENT BUSINESS HIGHLIGHTS o New customers selecting Callidus solutions in the fourth quarter included The Home Depot, Monster.com, Thrivent Financial for Lutherans, Vodacom South Africa, and Vodafone Portugal. Existing customers, Sprint Nextel and Hyperion Solutions, expanded their licenses of Callidus products. o Gartner gave Callidus TrueComp(R) Enterprise a "positive" rating in its November 2005 report, MarketScope for North American Insurance Incentive Compensation Management Applications. TrueComp Enterprise for insurance companies is designed to meet the needs of today's insurance distribution management, supporting complex distribution hierarchies, flexible, effective-dated compensation plans; and multi-tiered compensation plans including commission, incentives and management/wholesaler overrides. o Callidus TrueAnalytics(TM) was released on schedule at the end of December 2005. The new product provides query, reporting and analytic dashboards to monitor and analyze sales and incentive performance and extends sales and incentive visibility throughout the organization, to executives, managers and analysts. o Leslie Stretch joined the company as vice president global sales in October 2005. Mr. Stretch, a former managing director with Sun UK, also held the senior global channel sales position while with Sun. Additionally, he held senior sales management positions with Oracle in Europe and Canada. Q4 2005 FINANCIAL HIGHLIGHTS o License revenues were $7.3 million, increasing 25% from $5.8 million in the prior quarter and increasing 81% from $4.0 million in the fourth quarter of 2004. o Maintenance and service revenues were $10.0 million, down 12% from $11.3 million in the prior quarter and down 10% from 11.0 million in the fourth quarter of 2004. o Maintenance and service gross margin was 24%, down from 31% in Q3 2005 and down from 33% in Q4 2004. License gross margin was 98%, down from 99% in Q3 2005 and up from 97% in Q4 2004. o Operating expenses were $11.5 million compared to $10.5 million in Q3 2005 and $9.2 million in Q4 2004. Non-GAAP operating expenses were $11.9 million, compared to non-GAAP operating expenses of $10.5 million in Q3 2005 and $8.7 million in Q4 2004. o Cash and investments totaled $63.7 million at December 31, 2005, up $3.2 million from $60.5 million at September 30, 2005. Q1 2006 FINANCIAL OUTLOOK o We are encouraged by our recent progress and intend to continue to invest in our business to grow revenues and extend our market leading position. License revenues remain difficult to predict on a quarterly basis and therefore we will not be providing guidance. o Maintenance and service revenues are expected to be between $11.5 million and $12.0 million with a related gross margin between 28% and 30%. This outlook reflects top line growth and increased investment in broadening our service offerings to support on-demand/hosting services, managed services and compensation consulting. o Non-GAAP operating expenses, which exclude stock-based compensation, are expected to be between $11.7 million and $12.2 million. We are not providing an outlook for GAAP operating expenses because we are still assessing the impact of the adoption of FAS 123R which requires companies to make fair value estimates of stock-based compensation awards and record that expense in its results of operations. CONFERENCE CALL Callidus Software's fourth quarter 2005 conference call is scheduled for 1:30 p.m. Pacific Time (PT), on Thursday, January 26, 2006. 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 866-700-7477 (international +1-617-213-8840), passcode 35025007. A telephone playback and webcast replay of the conference call will be available after 3:30 p.m. PT on January 26, 2006 through February 9, 2006. The telephone replay will be available by calling 888-286-8010 (international: +1-617-801-6888), passcode 99550934. The webcast replay will be available at the Investor Relations section of Callidus' website under Calendar of Events. ABOUT CALLIDUS SOFTWARE Founded in 1996, Callidus Software Inc. (www.callidussoftware.com) is an industry 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 Software delivers an EIM solution that combines the power and scalability of grid computing with the flexibility of rules-based interface. Customers/Partners include 7-Eleven, Accenture, CUNA Mutual, HP, IBM, Philips Medical Systems, Sprint Nextel, Sun Microsystems, Time Warner Corporation and Wachovia. Callidus Software 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 restructuring expenses, customer and legal settlements, insurance reimbursements, and amortization and impairment of intangible assets associated with the discontinuation of our TruePerformance product. 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 the intention to continue to invest in our business and that such investment will grow revenues and extend our market leading position, first quarter maintenance and service revenues, associated gross margin and planned investment in broadened service offerings, estimates of first quarter non-GAAP operating expenses and the impact of the adoption of FAS 123R on stock-based compensation, 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, timing and size of software license orders, management's ability to successfully implement its business plan, changes in executive management, 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) 2006 by Callidus Software Inc. All rights reserved. Callidus Software, the Callidus Software logo, Callidus TrueAnalytics, 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 Jock Breitwieser 408-808-6577 408-975-6683 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 YEAR ENDED DECEMBER 31, DECEMBER 31, ----------------------- ----------------------- 2005 2004 2005 2004 ---------- ---------- ---------- ---------- REVENUES: License revenues $ 7,261 $ 4,013 $ 17,843 $ 12,758 Maintenance and service revenues 9,978 11,047 43,610 45,936 ---------- ---------- ---------- ---------- Total revenues 17,239 15,060 61,453 58,694 COST OF REVENUES: License revenues 118 137 377 774 Maintenance and service revenues 7,561 7,396 30,175 32,070 Impairment of purchased technology - - - 1,800 ---------- ---------- ---------- ---------- Total cost of revenues 7,679 7,533 30,552 34,644 ---------- ---------- ---------- ---------- Gross profit 9,560 7,527 30,901 24,050 OPERATING EXPENSES: Sales and marketing 5,664 4,377 18,778 20,577 Research and development 3,483 2,809 12,380 13,415 General and administrative 2,732 1,516 9,309 7,493 Impairment of intangible assets - - - 1,994 Restructuring expenses - - - 1,488 Stock-based compensation (370) 500 544 5,585 ---------- ---------- ---------- ---------- Total operating expenses 11,509 9,202 41,011 50,552 ---------- ---------- ---------- ---------- Operating loss (1,949) (1,675) (10,110) (26,502) Interest and other income, net 419 335 1,491 1,094 ---------- ---------- ---------- ---------- Loss before provision for income taxes (1,530) (1,340) (8,619) (25,408) Provision for income taxes (43) - (14) 75 ---------- ---------- ---------- ---------- Net loss $ (1,487) $ (1,340) $ (8,605) $ (25,483) ========== ========== ========== ========== Basic net loss per share $ (0.06) $ (0.05) $ (0.33) $ (1.04) ========== ========== ========== ========== Diluted net loss per share $ (0.06) $ (0.05) $ (0.33) $ (1.04) ========== ========== ========== ========== Shares used in basic per share computation 26,752 24,989 26,268 24,419 ========== ========== ========== ========== Shares used in diluted per share computation 26,752 24,989 26,268 24,419 ========== ========== ========== ==========
CALLIDUS SOFTWARE INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) (unaudited) DECEMBER 31, DECEMBER 31, 2005 2004 ------------ ------------ ASSETS Current assets: Cash and cash equivalents $ 23,705 $ 7,651 Short-term investments 40,000 52,166 Accounts receivable, net 11,063 12,126 Prepaid and other current assets 1,581 1,868 ------------ ------------ Total current assets 76,349 73,811 Property and equipment, net 2,801 3,361 Deposits and other assets 1,494 1,317 ------------ ------------ Total assets $ 80,644 $ 78,489 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 756 $ 1,904 Current portion of long-term debt -- 471 Accrued payroll and related expenses 6,383 3,827 Accrued expenses 2,043 1,881 Deferred revenue 12,205 6,856 ------------ ------------ Total current liabilities 21,387 14,939 Long-term debt, less current portion -- 48 Deferred rent 377 292 Long-term deferred revenue 729 178 ------------ ------------ Total liabilities 22,493 15,457 ------------ ------------ Stockholders' equity Common stock 27 26 Additional paid-in capital 186,232 184,443 Deferred stock-based compensation (445) (2,316) Accumulated other comprehensive income 171 108 Accumulated deficit (127,834) (119,229) ------------ ------------ Total stockholders' equity 58,151 63,032 ------------ ------------ Total liabilities and stockholders' equity $ 80,644 $ 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 DECEMBER 31, 2005 SEPTEMBER 30, 2005 ------------------------------------------ ---------------------------------------- NON-GAAP NON-GAAP GAAP ADJUSTMENTS NON-GAAP GAAP ADJUSTMENTS NON-GAAP ---------- -------------- ---------- ---------- -------------- ---------- REVENUES: License revenues $ 7,261 $ 7,261 $ 5,787 $ 5,787 Maintenance and service revenues 9,978 9,978 11,311 11,311 ---------- ---------- ---------- ---------- Total revenues 17,239 17,239 17,098 17,098 COST OF REVENUES: License revenues 118 118 76 76 Maintenance and service revenues 7,561 7,561 7,750 7,750 ---------- ---------- ---------- ---------- Total cost of revenues 7,679 7,679 7,826 7,826 ---------- ---------- ---------- ---------- Gross profit 9,560 9,560 9,272 9,272 OPERATING EXPENSES: Sales and marketing 5,664 5,664 5,153 5,153 Research and development 3,483 3,483 3,108 3,108 General and administrative 2,732 2,732 2,235 2,235 Stock-based compensation (370)(a) 370 - 51(a) (51) - ---------- ---------- ---------- ---------- Total operating expenses 11,509 11,879 10,547 10,496 ---------- ---------- ---------- ---------- Operating loss (1,949) (2,319) (1,275) (1,224) Interest and other income, net 419 419 407 407 ---------- ---------- ---------- ---------- Loss before provision for income taxes (1,530) (1,900) (868) (817) Provision (benefit) for income taxes (43) (43) 38 38 ---------- ---------- ---------- ---------- Net loss $ (1,487) $ (1,857) $ (906) $ (855) ========== ========== ========== ========== Diluted net loss per share $ (0.06) $ (0.07) $ (0.03) $ (0.03) ========== ========== ========== ========== Shares used in diluted per share computation 26,752 26,752 26,425 26,425 ========== ========== ========== ==========
- --------------- (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 DECEMBER 31, 2005 DECEMBERR 31, 2004 ------------------------------------------ ---------------------------------------- NON-GAAP NON-GAAP GAAP ADJUSTMENTS NON-GAAP GAAP ADJUSTMENTS NON-GAAP ---------- -------------- ---------- ---------- -------------- ---------- REVENUES: License revenues $ 7,261 $ 7,261 $ 4,013 $ 4,013 Maintenance and service revenues 9,978 9,978 11,047 11,047 ---------- ---------- ---------- ---------- Total revenues 17,239 17,239 15,060 15,060 COST OF REVENUES: License revenues 118 118 137 137 Maintenance and service revenues 7,561 7,561 7,396 7,396 ---------- ---------- ---------- ---------- Total cost of revenues 7,679 7,679 7,533 7,533 ---------- ---------- ---------- ---------- Gross profit 9,560 9,560 7,527 7,527 OPERATING EXPENSES: Sales and marketing 5,664 5,664 4,377 4,377 Research and development 3,483 3,483 2,809 2,809 General and administrative 2,732 2,732 1,516 1,516 Stock-based compensation (370)(a) 370 - 500(a) (500) - ---------- ---------- ---------- ---------- Total operating expenses 11,509 11,879 9,202 8,702 ---------- ---------- ---------- ---------- Operating loss (1,949) (2,319) (1,675) (1,175) Interest and other income, net 419 419 335 335 ---------- ---------- ---------- ---------- Loss before provision for income taxes (1,530) (1,900) (1,340) (840) Provision for income taxes (43) (43) - - ---------- ---------- ---------- ---------- Net loss $ (1,487) $ (1,857) $ (1,340) $ (840) ========== ========== ========== ========== Diluted net loss per share $ (0.06) $ (0.07) $ (0.05) $ (0.03) ========== ========== ========== ========== Shares used in diluted per share computation 26,752 26,752 24,989 24,989 ========== ========== ========== ==========
- --------------- (a) Non-cash stock based compensation CALLIDUS SOFTWARE INC. RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES FISCAL YEAR OVER YEAR COMPARISON (In thousands, except for per share data) (unaudited)
YEAR ENDED YEAR ENDED DECEMBER 31, 2005 DECEMBER 31, 2004 ------------------------------------------ ------------------------------------------ NON-GAAP NON-GAAP GAAP ADJUSTMENTS NON-GAAP GAAP ADJUSTMENTS NON-GAAP ---------- -------------- ---------- ---------- -------------- ---------- REVENUES: License revenues $ 17,843 $ 17,843 $ 12,758(b) $ 150 $ 12,908 Maintenance and service revenues 43,610 43,610 45,936(b) 775 46,711 ---------- ---------- ---------- ---------- Total revenues 61,453 61,453 58,694 59,619 COST OF REVENUES: License revenues 377 377 774(c) (200) 574 Maintenance and service revenues 30,175 30,175 32,070 32,070 Impairment of purchased technology - - 1,800(c) (1,800) - ---------- ---------- ---------- ---------- Total cost of revenues 30,552 30,552 34,644 32,644 ---------- ---------- ---------- ---------- Gross profit 30,901 30,901 24,050 26,975 OPERATING EXPENSES: Sales and marketing 18,778 18,778 20,577 20,577 Research and development 12,380 12,380 13,415(c) (158) 13,257 General and administrative 9,309 9,309 7,493(d) (75) 7,418 Impairment of intangible assets - - 1,994(c) (1,994) - Restructuring expenses - - 1,488(e) (1,488) - Stock-based compensation 544(a) (544) - 5,585(a) (5,585) - ---------- ---------- ---------- ---------- Total operating expenses 41,011 40,467 50,552 41,252 ---------- ---------- ---------- ---------- Operating loss (10,110) (9,566) (26,502) (14,277) Interest and other income, net 1,491 1,491 1,094 1,094 ---------- ---------- ---------- ---------- Loss before provision for income taxes (8,619) (8,075) (25,408) (13,183) Provision for income taxes (14) (14) 75 75 ---------- ---------- ---------- ---------- Net loss $ (8,605) $ (8,061) $ (25,483) $ (13,258) ========== ========== ========== ========== Diluted net loss per share $ (0.33) $ (0.31) $ (1.04) $ (0.54) ========== ========== ========== ========== Shares used in diluted per share computation 26,268 26,268 24,419 24,419 ========== ========== ========== ==========
- ------------------ (a) Non-cash stock based compensation (b) Customer settlements for discontinuance of TruePerformance product (c) Amortization or impairment of purchased intangible assets (d) Customer legal settlement offset by insurance proceeds from TruePerformance related claim (e) Reduction in force and discontinuance of TruePerformance product -----END PRIVACY-ENHANCED MESSAGE-----