-----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, Dpc04SotnBkLceyoZuEMYJAi0rrBLmNV7dHfWxIYlEql6JLrOoGAJMGh01xir/bw CBjtkqbKdoWRihN6D2w43w== 0001012870-01-500211.txt : 20010411 0001012870-01-500211.hdr.sgml : 20010411 ACCESSION NUMBER: 0001012870-01-500211 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20010327 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010410 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHORDIANT SOFTWARE INC CENTRAL INDEX KEY: 0001042134 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 931051328 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-29357 FILM NUMBER: 1599490 BUSINESS ADDRESS: STREET 1: 20400 STEVENS CREEK BLVD STREET 2: SUITE 400 CITY: CUPERTINO STATE: CA ZIP: 950142217 BUSINESS PHONE: 4085176100 MAIL ADDRESS: STREET 1: 20400 STEVENS CREEK BLVD STREET 2: SUITE 400 CITY: CUPERTINO STATE: CA ZIP: 950142217 8-K 1 d8k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2001 CHORDIANT SOFTWARE, INC. (Exact name of registrant as specified in its charter) Delaware 000-29357 93-1051328 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 20400 Stevens Creek Boulevard, Suite 400 Cupertino, CA 95014-2217 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (408) 517-6100 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On March 27, 2001, Chordiant Software, Inc. ("Chordiant") completed its previously announced acquisition of Prime Response, Inc. ("Prime Response") in a stock-for-stock transaction. Prime Response was acquired pursuant to an Agreement and Plan of Merger and Reorganization, dated as of January 8, 2001 (the "Reorganization Agreement"), by and among Chordiant, Prime Response and Puccini Acquisition Corp., a wholly owned subsidiary of Chordiant ("Merger Sub"). Pursuant to the Reorganization Agreement, Merger Sub was merged with and into Prime Response, with Prime Response as the surviving corporation (the "Merger"). As a result of the Merger, Prime Response became a wholly owned subsidiary of Chordiant. In connection with the Merger, each outstanding share of Prime Response common stock was exchanged for 0.6 of a share of Chordiant common stock, resulting in the issuance of an aggregate of approximately 12 million shares of Chordiant common stock for all outstanding shares of Prime Response common stock. Chordiant also assumed all outstanding options and warrants to purchase shares of Prime Response common stock. The Merger is intended to qualify as tax-free reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and will be accounted for as a purchase. The description contained in this Item 2 of the Merger and the other transactions contemplated by the Reorganization Agreement is qualified in its entirety by reference to the full text of the Reorganization Agreement, a copy of which was previously filed as Exhibit 2.1 to Chordiant's Form 8-K filed with the Securities and Exchange Commission (the "Commission") on January 17, 2001. Prime Response is a provider of integrated relationship marketing software solutions that enable businesses with large customer bases to create, execute and refine highly targeted Internet, wireless and traditional marketing campaigns that build more loyal and profitable customer relationships. On March 27, 2001, Chordiant and Prime Response issued a joint press release entitled, "Chordiant Software Completes Acquisition of PrimeResponse," relating to the consummation of the Merger. A copy of the press release is attached to this Report as Exhibit 99.1 and is incorporated by reference herein. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial statements of business acquired. The consolidated financial statements of Prime Response, Inc. and related accountants' report included at pages F-38 through F-58 of Amendment No. 1 to the Registration Statement on Form S-4 (Registration No. 333-54856) filed by the registrant, Chordiant, with the Commission on February 26, 2001, are herein incorporated by reference. Copies of such consolidated financial statements are attached hereto as Exhibit 99.2. (b) Pro forma financial information. The unaudited pro forma condensed combined financial information included at pages 157 through 163 of Amendment No. 1 to the Registration Statement on Form S-4 (Registration No. 333-54856) filed by the registrant, Chordiant, with the Commission on February 26, 2001, is herein incorporated by reference. A copy of such financial information is attached hereto as Exhibit 99.3. (c) Exhibits. Exhibit No. Description - ----------- ----------- 2.1 Agreement and Plan of Merger and Reorganization, dated as of January 8, 2001, by and among Chordiant Software, Inc., a Delaware corporation, Puccini Acquisition Corp., a Delaware corporation, and Prime Response, Inc., a Delaware corporation, previously filed as Exhibit 2.1 to the Form 8-K filed by Chordiant Software, Inc. on January 17, 2001, and incorporated herein by reference. 23.1 Consent of PricewaterhouseCoopers LLP. 99.1 Joint press release of Chordiant Software, Inc. and Prime Response, Inc., dated March 27, 2001. 99.2 Consolidated Financial Statements of Prime Response, Inc., previously filed at pages F-38 through F-58 of Amendment No. 1 to the Registration Statement on Form S-4 (Registration No. 333- 54856) filed by Chordiant Software, Inc. on February 26, 2001, and both incorporated herein by reference and included herewith. 99.3 Unaudited Pro Forma Condensed Combined Financial Information, previously filed at pages 157 through 163 of Amendment No. 1 to the Registration Statement on Form S-4 (Registration No. 333- 54856) filed by Chordiant Software, Inc. with the Commission on February 26, 2001, and both incorporated herein by reference and included herewith. 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. CHORDIANT SOFTWARE, INC. By: /s/ Steve G. Vogel ---------------------------------------- Name: Steve G. Vogel Title: Chief Financial Officer Dated: April 10, 2001 INDEX TO EXHIBITS ----------------- 2.1 Agreement and Plan of Merger and Reorganization, dated as of January 8, 2001, by and among Chordiant Software, Inc., a Delaware corporation, Puccini Acquisition Corp., a Delaware corporation, and Prime Response, Inc., a Delaware corporation, previously filed as Exhibit 2.1 to the Form 8-K filed by Chordiant Software, Inc. on January 17, 2001, and incorporated herein by reference. 23.1 Consent of PricewaterhouseCoopers LLP. 99.1 Joint press release of Chordiant Software, Inc. and Prime Response, Inc., dated March 27, 2001. 99.2 Consolidated Financial Statements of Prime Response, Inc., previously filed at pages F-38 through F-58 of Amendment No. 1 to the Registration Statement on Form S-4 (Registration No. 333- 54856) filed by Chordiant Software, Inc. on February 26, 2001, and both incorporated herein by reference and included herewith. 99.3 Unaudited Pro Forma Condensed Combined Financial Information, previously filed at pages 157 through 163 of Amendment No. 1 to the Registration Statement on Form S-4 (Registration No. 333- 54856) filed by Chordiant Software, Inc. with the Commission on February 26, 2001, and both incorporated herein by reference and included herewith. EX-23.1 2 dex231.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-34502, 333-42844 and 333-49032) of Chordiant Software, Inc. of our report dated February 20, 2001 relating to the financial statements of Prime Response, Inc., which are incorporated by reference and appear in the Current Report on Form 8-K of Chordiant Software, Inc. dated April 10, 2001. /s/ PricewaterhouseCoopers LLP Boston, Massachusetts April 10, 2001 EX-99.1 3 dex991.txt JOINT PRESS RELEASE OF CHORDIANT & PRIME RESPONSE Exhibit 99.1 Chordiant Software Completes Acquisition of PrimeResponse Acquisition Makes Chordiant a Worldwide CRM Platform Software Leader With Service and Marketing Applications for Financial Services, Communications and Consumer Markets CUPERTINO, Calif. and CAMBRIDGE, Mass. - March 27, 2001 - Chordiant Software, Inc. (Nasdaq: CHRD), a leading developer of unified customer relationship management (CRM) solutions for companies with extreme customer demands, and PrimeResponse, Inc. (Nasdaq, Easdaq: PRME), a leader in business-to-consumer relationship marketing, today announced the completion of Chordiant's acquisition of PrimeResponse. This announcement followed approval by the stockholders of both companies at respective special stockholder meetings held earlier today. The combined company will be called Chordiant Software, Inc., and its common stock will trade on the Nasdaq National Market under the ticker symbol "CHRD." Sam Spadafora and Stephen Kelly will continue as chairman and chief executive officer and president and chief operating officer of Chordiant, respectively. William Ford, a general partner of General Atlantic Partners, LLC and a former director of PrimeResponse, will become a member of the Chordiant board of directors. Chordiant management plans to hold a teleconference at 1:30 p.m. PT / 4:30 p.m. ET on Thursday, March 29, 2001 to discuss the completion of the acquisition and provide an outlook on anticipated financial results for the combined company. This teleconference will be accessible to all investors by phone at (719) 457-2641, code #486704, and via live Webcast at www.chordiant.com. A phone ----------------- replay of the call will be available for seven days at (719) 457-0820, code #486704, and an archived Webcast will be available for the same period. -1- Chordiant plans to report the actual financial results of the combined company for the first quarter ending March 31, 2001 on or around May 3, 2001. The company expects to recognize non-recurring restructuring charges related to a reduction of the PrimeResponse work force and the closing of certain of PrimeResponse's regional offices during the first quarter, in order to leverage organizational synergies, reduce costs and expenses, and improve operating margins. Chordiant also expects to include in its first-quarter 2001 results a non-recurring acquisition-related charge for the integration of the two companies. "We believe that the integration of PrimeResponse will rapidly position Chordiant as the premier enterprise provider of customer acquisition, retention, relationship marketing, service, and relationship management services for intelligent, multi-channel communications," said Sam Spadafora, chairman and chief executive officer of Chordiant. "The PrimeResponse product line adds e- marketing, campaign management and outbound offer optimization to complement our Intelligent Customer Interaction Management (ICIM) platform and existing e- service, e-selling and e-fulfillment services. We will continue to offer the stand-alone marketing products for which PrimeResponse is known for as division- level e-marketing opportunities. The acquisition also adds staff, operations, customers, and partners to expand the breadth and depth of our presence in target markets on a global scale." Spadafora continued, "Large enterprise companies continue to look for ways to have stronger relationships with their customers - to gain greater customer satisfaction, to sell their customers more than one product, and to deliver greater service across all touchpoints - while maximizing the lifetime value of these customers. With the integration of PrimeResponse, we expect to offer our Global 1000 customers a comprehensive, flexible set of CRM solutions to meet the extreme demands of attracting and servicing millions of individual customers across multiple channels." As a result of the transaction, Chordiant will have more than 100 Global 1000 customers, strategic partners and e-business integrators, as well as numerous relationships with major hardware and software developers. The combined customer base will include leading companies in the financial services, communications and consumer markets, such as: Allianz; AXA France; Barclays Mercantile; British Sky Broadcasting; British Telecom; -2- CIBC; CSFBdirect; CVS; Deutsche Bank; Direct Line Financial Services; E*TRADE; First USA Bank; OnStar (a division of General Motors); Halifax Card Services; Lloyds TSB; MetLife; priceline.com; Principal Financial; Quick & Reilly (a unit of FleetBoston Financial Corp.); The Royal Bank of Scotland; Wachovia; and 1-800-Flowers. The transaction will further expand Chordiant's global corporate structure with additional coverage throughout the U.S.A., Europe and the Asia- Pacific region. Under the terms of the definitive merger agreement, each share of PrimeResponse common stock will be converted into 0.60 of a share of Chordiant common stock. Chordiant now will issue approximately 12.3 million new shares of common stock in the transaction in exchange for all of the outstanding common stock of PrimeResponce. Chordiant will also assume options and warrants to acquire shares of PrimeResponse common stock, resulting in the issuance of approximately 2.4 million additional shares of Chordiant common stock. The acquisition has been accounted for as a purchase and is intended to be tax-free to the PrimeResponse stockholders. ABOUT CHORDIANT SOFTWARE, INC. Chordiant Software (www.chordiant.com) delivers a Unified CRM Solution that ----------------- provides an Intelligent Customer Interaction Management (ICIM) platform for enterprise-wide integration with existing systems and Intelligent Business Services including e-marketing, e-service, e-selling, and e-fulfillment, which embrace the customer's existing applications. Chordiant's solution is designed to meet the extreme customer requirements of complex businesses serving millions of individuals in real time and across multiple lines of business, with the objectives of customer satisfaction, retention, growth, and lifetime value. Whether communicating via branch locations, Web, e-mail, telephone, or wireless access, the Chordiant Unified CRM Solution provides a real-time, single view of each customer and a consistent, personalized message for every interaction. It includes a comprehensive business process engine, which allows companies to implement best business practices across multiple touchpoints. Marketers and sales professionals can maximize their marketing investment through the creation, execution and refinement of -3- sophisticated direct marketing initiatives that span both traditional and online channels. Chordiant empowers intelligent, high-value contacts designed to retain customers, grow revenues and drive profits during every customer interaction. Headquartered in Cupertino, California, Chordiant maintains regional offices in Boston; Chicago; Dallas; Denver; Manchester, New Hampshire; New York; Amsterdam; London; Frankfurt; Munich; Paris; and Melbourne. ABOUT PRIMERESPONSE, INC. PrimeResponse (www.primeresponse.com) was publicly traded on NASDAQ and --------------------- EASDAQ under the ticker symbol "PRME." PrimeResponse customers maximize their marketing investment using the Prime@Vantage(TM) relationship marketing suite. This integrated solution helps marketers build closer relationships with each customer to increase customer satisfaction, boost retention and grow lifetime value. With Prime@Vantage, marketers easily create, execute and refine sophisticated direct marketing initiatives that span traditional channels (direct mail, call centers and advertising) and the latest electronic channels (Web, e-mail and wireless). This news release includes "forward-looking statements" that are subject to risks, uncertainties and other factors that could cause actual results or outcomes to differ materially from those contemplated by the forward-looking statements. For this purpose, any statements contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Words such as "believes," "anticipates," "plans," "expects," "will," "would," and similar expressions are intended to identify forward-looking statements. There are a number of important factors that could cause the results of Chordiant, PrimeResponse or the combined company to differ materially from those indicated by these forward-looking statements, including, among others, potential difficulties in the assimilation of operations, strategies, technologies, methodologies, and products of the acquired company; the risk of loss of key personnel of the acquired company; diversion of management attention from other business concerns; and business risks including the risk of variations in quarterly operating results, significant current and expected additional competition, and the need to continue to expand product distribution and service offerings. Further information on potential factors that could affect the financial results of Chordiant, PrimeResponse or the combined company are included in risks detailed from time to time in Chordiant's and PrimeResponse's Securities and Exchange Commission filings, including Chordiant's Annual Report on Form 10-K filed on March 27, 2001; the joint proxy statement/prospectus filed by both Chordiant and -4- PrimeResponse on February 26, 2001; Amendment No. 1 to the Form S-4 filed by Chordiant on February 26, 2001; PrimeResponse's final prospectus for its initial public offering filed on March 3, 2000 and Chordiant's final prospectus for its initial public offering filed on February 15, 2000. Also, statements in this news release related to the expected benefits of the transaction are subject to risks related to the timing and successful completion of technology and product development efforts; integration of the technologies and businesses of Chordiant and PrimeResponse; unanticipated expenditures; changing relationships with customers, suppliers and strategic partners; and other factors described in both the Securities and Exchange Commission filings listed above and other periodic reports filed by Chordiant with the Securities and Exchange Commission. For More Information, Contact: James Strohecker Mary Jefts Chordiant Software, Inc. PrimeResponse, Inc. +1 408-517-6191 +1 617-234-6225 james.strohecker@chordiant.com mjefts@primeresponse.com - ------------------------------ ------------------------ Daniel Robert-Gooch William Mills Agency +1 678-781-7214 daniel@williammills.com - ----------------------- In Europe, Contact: Neil Morgan Eva Hamboldt Chordiant Software, Inc. Brodeur Public Relations UK +44 (0) 20 7382 5000 +44 (0) 17 5379 0700 neil.morgan@chordiant.com ehamboldt@uk.brodeur.com - ------------------------- ------------------------ Chordiant and the Chordiant logo are registered trademarks and Chordiant Unified CRM for Extreme Demands is a trademark of Chordiant Software, Inc. PrimeResponse, Prime@Vantage, Prime@Vantage Wireless, Prime@Vantage.com and Marketing Mission Control are trademarks and/or registered trademarks of PrimeResponse, Inc. All other trademarks and registered trademarks are the properties of their respective owners. # # # -5- EX-99.2 4 dex992.txt CONSOLIDATED FINANCIAL STATMNTS OF PRIME RESPONSE Exhibit 99.2 REPORT OF INDEPENDENT ACCOUNTANTS To the Stockholders and Board of Directors of Prime Response, Inc.: In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, stockholders' equity (deficit) and cash flows present fairly, in all material respects, the financial position of Prime Response, Inc. and its subsidiaries at December 31, 2000 and 1999, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2000 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP February 20, 2001 F-38 1 PRIME RESPONSE, INC. CONSOLIDATED BALANCE SHEETS (in thousands)
December 31, ------------------- 1999 2000 -------- --------- ASSETS Current assets: Cash and cash equivalents............................... $ 3,999 $ 27,139 Accounts receivable, net of allowance for doubtful accounts of $147 and $1,198, respectively.............. 9,057 10,616 Prepaid and other current assets........................ 2,595 3,046 -------- --------- Total current assets................................... 15,651 40,801 Property and equipment, net............................... 2,602 3,390 Goodwill, intangible and other long-term assets, net...... 7,262 6,891 -------- --------- Total assets........................................... $ 25,515 $ 51,082 ======== ========= LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities: Accounts payable........................................ $ 3,920 $ 5,154 Short-term debt and capital lease obligations........... 2,289 78 Accrued expenses and other liabilities.................. 4,472 6,299 Accrued interest income................................. 176 176 Deferred revenue........................................ 6,074 6,312 -------- --------- Total current liabilities.............................. 16,931 18,019 Long-term debt and capital lease obligations.............. 311 -- Long-term accrued interest income......................... 1,398 1,222 Commitments and contingencies (Note 8) Redeemable common stock, $0.01 par value: 1,677 shares issued and outstanding at December 31, 1999 and 0 shares issued and outstanding at December 31, 2000.............. 8,295 -- Series A redeemable convertible preferred stock, $0.01 par value, 1,155 shares authorized; 1,155 shares issued and outstanding at December 31, 1999, and 0 shares issued and outstanding at December 31, 2000......................... 27,842 -- Series B redeemable convertible preferred stock, $0.01 par value; 1,700 shares authorized; 1,700 shares issued and outstanding at December 31, 1999, and 0 shares issued and outstanding at December 31, 2000......................... 10,343 -- Series C redeemable convertible preferred stock, $0.01 par value, 3,000 shares authorized; 1,833 shares issued and outstanding at December 31, 1999, and 0 shares issued and outstanding at December 31, 2000......................... 4,891 -- Stockholders' equity (deficit): Common stock, $0.01 par value: 60,000 shares authorized; 6,454 issued and outstanding at December 31, 1999, and 20,482 shares issued and outstanding at December 31, 2000................................................... 65 205 Additional paid-in capital.............................. 6,520 155,355 Treasury stock, 1,249 shares at cost.................... -- (4,273) Accumulated other comprehensive income.................. (12) 61 Accumulated deficit..................................... (46,127) (114,965) Note receivable from shareholder........................ (2,545) (2,545) Deferred compensation................................... (2,397) (1,997) -------- --------- Total stockholders' equity (deficit)................... (44,496) 31,841 -------- --------- Total liabilities and stockholders' equity (deficit)... $ 25,515 $ 51,082 ======== =========
The accompanying notes are an integral part of these consolidated financial statements. F-39 2 PRIME RESPONSE, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data)
Year Ended December 31, ---------------------------- 1998 1999 2000 -------- -------- -------- Revenues: Software licenses.................................. $ 8,495 $ 10,134 $ 15,750 Services and support............................... 4,214 6,519 9,906 Applications hosting............................... 3,827 3,869 3,207 -------- -------- -------- Total revenues.................................. 16,536 20,522 28,863 -------- -------- -------- Cost of revenues: Software licenses.................................. 152 -- 79 Services and support............................... 6,477 4,522 8,046 Applications hosting............................... 2,477 2,776 3,314 Non-cash cost of revenues.......................... -- 113 116 -------- -------- -------- Total cost of revenues.......................... 9,106 7,411 11,555 -------- -------- -------- Gross profit........................................ 7,430 13,111 17,308 -------- -------- -------- Operating expenses: Sales and marketing................................ 9,459 13,285 26,301 Non-cash sales and marketing....................... -- 266 2,701 Research and development........................... 6,289 10,185 10,464 Non-cash research and development.................. -- 63 126 General and administrative......................... 4,843 4,112 7,002 Non-cash general and administrative................ -- 1,732 119 Amortization of goodwill and other intangible assets............................................ 1,279 1,245 -- -------- -------- -------- Total operating expenses........................ 21,870 30,888 46,713 -------- -------- -------- Loss from operations................................ (14,440) (17,777) (29,405) Other expense (income): Interest income.................................... (219) (115) (2,054) Interest expense................................... 294 184 318 Interest expense related to beneficial conversion feature........................................... -- 2,500 -- Loss on foreign exchange........................... 88 58 (5) -------- -------- -------- Loss before income taxes............................ (14,603) (20,404) (27,664) Provision for income taxes.......................... -- 15 (74) -------- -------- -------- Net loss ........................................... (14,603) (20,419) (27,590) Preferred stock dividends and recognition of beneficial conversion feature on preferred stock... 2,015 5,034 41,234 -------- -------- -------- Net loss attributable to common stockholders........ $(16,618) $(25,453) (68,824) ======== ======== ======== Net loss per share--basic and diluted............... $ (2.36) $ (3.44) $ (3.77) ======== ======== ======== Weighted average shares used in computing basic and diluted net loss per share......................... 7,035 7,405 18,237 ======== ======== ========
The accompanying notes are an integral part of these consolidated financial statements. F-40 3 PRIME RESPONSE, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (in thousands, except share data)
Accumulated Retained Total Common Stock Additional Other Earnings Stockholders' ------------------ Treasury Paid-in Comprehensive (Accumulated Note Deferred Equity Shares Amount Stock Capital Income Deficit) Receivable Compensation (Deficit) ---------- ------ -------- ---------- ------------- ------------ ---------- ------------ ------------- Balance, December 31, 1997......... 5,785,500 $ 58 -- $(12,232) $ 6 $ (4,059) -- -- $(16,227) Net loss........ -- -- -- -- -- (14,603) -- -- (14,603) Foreign currency translation adjustments..... -- -- -- -- (18) -- -- -- (18) -------- Total comprehensive income.......... (14,621) Accrual of dividends on redeemable convertible preferred stock and accretion to redemption value........... -- -- -- -- -- (2,012) -- -- (2,012) ---------- ---- ------- -------- ---- --------- ------- ------- -------- Balance, December 31, 1998......... 5,785,500 58 -- (12,232) (12) (20,674) -- -- (32,860) Net loss and total comprehensive income.......... -- -- -- -- -- (20,419) -- -- (20,419) Issuance of common stock and warrants........ -- -- -- 8,467 -- -- -- -- 8,467 Recognition of beneficial conversion feature on preferred stock........... -- -- -- 2,391 -- (2,391) -- -- -- Recognition of beneficial conversion feature on convertible debt............ -- -- -- 2,500 -- -- -- -- 2,500 Accrual of dividends on redeemable convertible preferred stock and accretion to redemption value........... -- -- -- -- -- (2,643) -- -- (2,643) Exercise of stock options... 31,781 1 -- 109 -- -- -- -- 110 Exercise of stock options in exchange for notes receivable...... 636,225 6 -- 2,539 -- -- $(2,545) -- -- Compensation related to grants of stock options......... -- -- -- 2,746 -- -- -- $(2,602) 144 Amortization of deferred compensation.... -- -- -- -- -- -- -- 205 205 ---------- ---- ------- -------- ---- --------- ------- ------- -------- Balance, December 31, 1999......... 6,453,506 65 -- 6,520 (12) (46,127) (2,545) (2,397) (44,496) ---------- ---- ------- -------- ---- --------- ------- ------- -------- Net Loss........ -- -- -- -- -- (27,590) -- -- (27,590) Foreign currency translation adjustments..... -- -- -- -- 73 (14) -- -- 59 Accrual of dividends on redeemable, convertible preferred stock and accretion to redemption value........... -- -- -- -- -- (505) -- -- (505) Dividends paid in common stock........... 381,482 4 -- 4,574 -- -- -- -- 4,578 Accretion of discount on preferred stock........... -- -- -- -- -- (1,329) -- -- (1,329) Conversion of Series A, B and C preferred stock........... 6,323,867 63 -- 39,342 -- -- -- -- 39,405 Initial Public Offering........ 4,025,000 40 -- 65,338 -- -- -- -- 65,378 Participation payments upon IPO............. 2,490,257 25 -- 29,858 -- (39,400) -- -- (9,517) Reclass redeemable common stock.... 1,677,307 17 -- 8,278 -- -- -- -- 8,295 Purchase of treasury stock at cost......... (1,249,500) (12) $(4,273) 12 -- -- -- -- (4,273) Compensation related to vesting of warrants........ -- -- -- 452 -- -- -- -- 452 Compensation related to grants of stock options......... -- -- -- 421 -- -- -- (326) 95 Amortization of deferred compensation.... -- -- -- -- -- -- -- 726 726 Exercise of stock options and warrants.... 379,686 3 -- 560 -- -- -- -- 563 ---------- ---- ------- -------- ---- --------- ------- ------- -------- Balance, December 31, 2000......... 20,481,605 $205 $(4,273) $155,355 $ 61 $(114,965) $(2,545) $(1,997) $ 31,841 ========== ==== ======= ======== ==== ========= ======= ======= ========
The accompanying notes are an integral part of these financial statements. F-41 4 PRIME RESPONSE, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)
Year Ended December 31, ---------------------------- 1998 1999 2000 -------- -------- -------- Cash flows used in operating activities: Net loss........................................ $(14,603) $(20,419) $(27,590) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation of property and equipment.......... 654 1,032 1,439 Amortization of goodwill and intangibles........ 1,279 1,394 2,027 Gain on sale of fixed assets.................... (12) -- -- Compensation expense related to stock options... -- 2,025 1,273 Interest expense related to beneficial conversion feature............................. -- 2,500 -- Changes in assets and liabilities: Accounts receivable............................ (1,739) (4,313) (2,159) Prepaid and other current assets............... (560) (1,448) (602) Other long term assets......................... -- -- (1,750) Accounts payable............................... (98) 2,258 1,392 Accrued expenses and other liabilities......... 1,426 1,329 2,256 Deferred revenue............................... (94) 4,492 660 -------- -------- -------- Net cash used in operating activities......... (13,747) (11,150) (23,054) -------- -------- -------- Cash flows used in investing activities: Purchase of property and equipment.............. (1,086) (1,428) (2,372) Proceeds from sale of fixed assets.............. 20 -- -- Payment for acquired business................... (2,812) -- -- -------- -------- -------- Net cash used in investing activities......... (3,878) (1,428) (2,372) -------- -------- -------- Cash flows provided by (used in) financing activities: Proceeds of initial public offering, net of issuance costs................................. -- -- 65,378 Proceeds from issuance of redeemable common stock and warrants............................. -- 4,000 -- Proceeds from issuance of preferred stock (Series A, B and C) and warrants, net of issuance costs................................. 5,199 8,001 -- Proceeds from exercise of stock options and warrants....................................... -- 110 557 Repayment of bank loans......................... (275) (162) -- Proceeds from credit facility................... -- 2,000 -- Repayment of credit facility.................... -- -- (2,000) Payment of participation payment................ -- -- (9,517) Purchase of treasury stock...................... -- -- (4,274) Repayment of capital lease...................... (197) (329) (503) Repayment of directors' loans................... (8,113) -- -- Decrease in line of credit...................... (561) -- -- Dividends paid.................................. -- -- (934) Proceeds from shareholder loans................. -- 2,500 -- -------- -------- -------- Net cash provided by (used in) financing activities................................... (3,947) 16,120 48,707 -------- -------- -------- Effect of exchange rate on cash.................. (4) (73) (141) -------- -------- -------- Net increase (decrease) in cash and cash equivalents..................................... (21,576) 3,469 23,140 Cash and cash equivalents, beginning of year..... 22,106 530 3,999 -------- -------- -------- Cash and cash equivalents, end of year........... $ 530 $ 3,999 $ 27,139 ======== ======== ======== Supplemental disclosure of non-cash transactions: Assets acquired under capital leases............ $ 710 $ 132 -- ======== ======== ======== Issuance of restricted common stock in exchange for note receivable from shareholder........... -- $ 2,545 -- ======== ======== ======== Conversion of shareholder loan to Series C preferred stock................................ -- $ 2,500 -- ======== ======== ======== Conversion of series A, B and C preferred stock to common stock................................ -- -- $ 39,405 ======== ======== ======== Payment of dividends in common stock............ -- -- $ 4,578 ======== ======== ======== Participation payment paid in common stock...... -- -- $ 29,886 ======== ======== ======== Supplemental cash flow disclosure: Interest paid................................... $ 294 $ 147 $ 307 ======== ======== ======== Income taxes paid............................... -- $ 15 $ 32 ======== ======== ========
The accompanying notes are an integral part of these consolidated financial statements. F-42 5 PRIME RESPONSE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Nature of Business and Summary of Significant Accounting Policies The Company Prime Response, Inc. ("PRI") together with its consolidated subsidiaries ("Prime Response") is a leading provider of integrated relationship marketing software solutions that enable businesses with large customer bases to create, manage and execute highly targeted Internet, wireless and traditional marketing campaigns to build more loyal and profitable customer relationships. Prime Response's customers consist primarily of Fortune 1000 businesses as well leading e-commerce businesses primarily based in the United States and Europe. Prime Response sells its products through multiple distribution channels including direct sales and resellers. Basis of Presentation The financial statements have been prepared in accordance with generally accepted accounting principles in the United States. These financial statements represent the consolidated results of PRI and its predecessor, Prime Response Limited ("PRL"). PRI was formed as a holding company on September 26, 1997 and acquired 100% of the outstanding ordinary shares of PRL (a company incorporated in the United Kingdom in 1987) on October 23, 1997. Refer to Note 6 for discussion of the reorganization of Prime Response. Prime Response declared a 0.75 for 1 reverse common stock split on February 2, 2000. All share and per share amounts presented relating to common stock have been restated to reflect the common stock split. Prime Response is subject to risks and uncertainties common to growing technology-based companies, including rapid technological developments, reliance on continued development and acceptance of the internet, intense competition and a limited operating history. In 1995, Prime Response began to transition from a marketing database service bureau to a software company. Since that time, Prime Response has incurred substantial operating losses. Prime Response cannot be certain if or when it will become profitable. During January 2001, Prime Response signed a definitive merger agreement with Chordiant Software, Inc. Under the terms of the agreement, each share of Prime Response common stock will convert into 0.60 of a share of Chordiant common stock. The acquisition is expected to be accounted for as a purchase and is subject to stockholder and regulatory approvals. Prime Response believes that its existing balance of cash and cash equivalents will be sufficient to meet its working capital and anticipated capital expenditure needs for at least the next 12 months. In the event that the impending merger with Chordiant Software, Inc., does not close, Prime Response may require additional sources of funds to continue to support its business. There can be no assurance that such capital, if needed, will be available or will be available on terms which Prime Response finds acceptable. Prime Response has evaluated its cost structure and plans to streamline its operations in an effort to restructure costs associated with its business in order to improve operating margins and reduce overall expenses. This restructuring included limited reductions in employee headcount during January 2001 and is expected to include the closing of sales offices in San Francisco, California and Minneapolis, Minnesota. Prime Response will continue to evaluate its business and take limited actions designed to align its cost structure with anticipated future revenue levels. In connection with the restructuring, Prime Response has committed to pay severance payments in the amount of approximately $2.0 million during 2001. F-43 6 PRIME RESPONSE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) Initial Public Offering: On March 3, 2000, Prime Response completed an initial public offering (the "IPO") of 3,500,000 shares of its common stock. On April 3, 2000, the underwriters of the initial public offering exercised the over allotment option to purchase an additional 525,000 shares. All 4,025,000 shares covered by Prime Response's Registration Statement on Form S-1, were sold by Prime Response at a price of $18.00 per share, less an underwriting commission of $1.26 per share. Net proceeds to the Company, after deducting underwriting commissions and offering expenses, were approximately $65.4 million. Upon the consummation of Prime Response's initial public offering on March 3, 2000, all of the then outstanding Series A, B and C Preferred Stock automatically converted into common stock (see Note 5). Principles of Consolidation The consolidated financial statements include the accounts of PRI and its wholly-owned domestic and foreign subsidiaries. All intercompany accounts and transactions have been eliminated. Use of Estimates The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Concentration of Credit Risk Prime Response's financial instruments that are exposed to concentrations of credit risk consist primarily of cash, cash equivalents, and accounts receivable. Prime Response's accounts receivable result from operations and reflect a broad customer base both in North America, Europe and Asia Pacific. Prime Response does not require collateral for its receivables. Fair Value of Financial Instruments Prime Response's financial instruments consist of cash, cash equivalents and debt instruments. The carrying amounts of these instruments at December 31, 2000 approximate their fair values. Cash and Cash Equivalents Prime Response considers all highly liquid investments which have an original maturity of three months or less when acquired to be cash equivalents. The carrying amount of cash and cash equivalents approximates fair value. Software Development Costs Software development costs are included in research and development expenses and are expensed as incurred. Statement of Financial Accounting Standards No. 86, "Accounting for the Cost of Computer Software to be Sold, Leased, or Otherwise Marketed" (SFAS 86) requires the capitalization of certain software development costs once technological feasibility is established. The capitalized cost is then amortized on a straight-line basis over the estimated product life, or on the ratio of current revenues to total projected product revenues, whichever is greater. To date, the period between achieving technological feasibility, which Prime F-44 7 PRIME RESPONSE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) Response has defined as the establishment of a working model, and the general availability of such software has been short and software development costs qualifying for capitalization have not been material. Accordingly, Prime Response has not capitalized any software development costs. Property and Equipment Property and equipment is stated at cost. Depreciation is provided using the straight line method over the assets' estimated useful lives, based on the following asset lives: Motor vehicles..................................................... 4 years Computer equipment................................................. 3 years Furniture and equipment............................................ 6 years
The cost of significant additions and improvements is capitalized and depreciated while expenditures for maintenance and repairs are charged to expense as incurred. Upon retirement or sale, the cost and related accumulated depreciation of the assets are removed from the accounts and any resulting gain or loss is reflected in the determination of net income or loss. Intangible Assets Prime Response amortizes intangible assets over estimated useful lives. Prime Response performs impairment reviews whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In performing the review for recoverability Prime Response estimates the future cash flows expected to result from the use of the asset. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount of the asset, an impairment loss is recognized. Revenue Recognition Prime Response sells software licenses under master license agreements and recognizes revenue when the agreement has been signed, the software has been shipped (or software has been electronically delivered), the license fee is fixed or determinable, and collection of the resulting receivable is probable. For license agreements which require customer acceptance, license revenues are recognized only when obligations under the license agreement are completed and the software has been accepted by the customer. For license agreements in which Prime Response participates in financing arrangements, the fee is not considered to be fixed or determinable and revenue is recognized as payments become due. Prime Response provides professional services to customers under service contracts and recognizes revenue on a time and materials basis as the services are performed, provided that amounts due from customers are fixed or determinable and collection of the resulting receivable is probable. These services are not essential to the functionality of the software and are often performed by other parties. Support revenues, including those bundled with the initial license fee, are deferred and recognized ratably over the support period. In the event that a contract contains multiple elements, Prime Response allocates the aggregate of the contract value to each element based on relative fair values as established by vendor specific objective evidence. Vendor specific objective evidence is based on recent sales prices. Prime Response provides applications hosting services to customers and recognizes revenue as the services are performed. Prime Response typically does not grant to its customers a contractual right to return software products. When approved by management, however, Prime Response has accepted returns of certain software products and has provided an allowance for those specific products. Prime Response also provides reserves for customer receivable balances which are considered potentially uncollectible. Prime Response's allowances amounted to approximately $43,000, $147,000 and $1,198,000 as of December 31, 1998, 1999 and 2000 respectively. The F-45 8 PRIME RESPONSE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) provision charged to the statement of operations was $147,000, $104,000 and $1,380,000 in 1998, 1999 and 2000 respectively, and write-offs against the allowances were $216,000, $0 and $329,000 in 1998, 1999 and 2000 respectively. Cost of Revenues All costs associated with software license production and distribution, primarily preparation and translation of user manuals, are recorded as cost of revenues for license fees. Additionally, royalties paid in connection with OEM agreements that Prime Response has entered into are recorded as a cost of license revenue. All costs associated with the services and support, comprising mainly labor and overhead costs, are recorded as cost of revenues for services and support. Services and support cost of revenues include any unbillable time related to the personnel associated with the professional services group. All costs associated with applications hosting, comprising mainly labor, equipment and overhead costs, are recorded as cost of revenues for applications hosting. Non-cash cost of revenues represents the amortization of stock compensation expense in the connection with the granting of stock options. The expense results from the difference between the estimated fair market value of the common stock on the measurement date and the exercise price of the option, which is being recognized over the vesting period. Foreign Currency Translation Prime Response has determined that the functional currency of each foreign operation is the respective local currency. Transactions in a foreign currency are recorded at the rate of exchange on the date of the transaction. Assets and liabilities at year end are translated at the rate of exchange in effect at the period end. Revenues and expenses are translated at average rates of exchange in effect during the year. Translation gains or losses are included as a component of accumulated other comprehensive income in stockholders' equity. Transaction gains or losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in results of operations as incurred. Income Taxes Prime Response recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the income tax basis of assets and liabilities and their respective financial reporting amounts at tax rates in effect for the periods in which the differences are expected to reverse. Prime Response provides a valuation allowance for deferred tax assets when it is more likely than not, based on available evidence, that some portion or all of the deferred tax assets will not be realized. Net Loss per Share Basic net loss per share is computed by dividing the net loss for the period by the weighted average number of common shares outstanding during the period. Diluted net loss per share does not differ from basic net loss per share since potential common shares from conversion of preferred stock and exercise of stock options and warrants are antidilutive for all periods presented. Net loss per share for years ended December 31, 1998, 1999 and 2000 is computed using the weighted average number of common shares outstanding. Net loss available to common stockholders includes preferred stock dividends of none, $4.4 million and $1.8 million for the years ended December 31, 1998, 1999 and 2000, respectively, as well as participation payments in the cash and stock totaling $39.4 million for the year ended December 31, 2000, in connection with the Series A, B and C preferred stock. F-46 9 PRIME RESPONSE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) Options to purchase 737,000, 1,358,000 and 2,194,000 shares of common stock at exercise prices ranging from $2.91 to $29.06 per share, respectively, and warrants to purchase none, 1,246,000 and 1,750,000 shares of common stock at exercise prices ranging from $0.01 to $9.35 per share, respectively, have been excluded from the computation of diluted net loss per share for the years ended December 31, 1998, 1999 and 2000, respectively. Stock Based Compensation Prime Response accounts for stock-based employee compensation arrangements in accordance with provisions of Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and complies with the disclosure provisions of Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation." Segment Information Prime Response has adopted Statement of Financial Accounting Standards No. 131, "Disclosure about Segments of an Enterprise and Related Information," which requires companies to report selected information about operating segments, as well as enterprise-wide disclosures about products, services, geographic areas, and major customers. Operating segments are determined based on the way management organizes its business for making operating decisions and assessing performance. Prime Response has determined that it conducts its operations in three business segments, software licenses, applications hosting and services and support. Comprehensive Income Comprehensive income is comprised of net income and other comprehensive income. Other comprehensive income includes certain changes in equity that are excluded from net income. During the periods presented, comprehensive income consisted solely of translation adjustments. Recent Accounting Pronouncements In December 1999, the SEC issued Staff Accounting Bulletin No. 101, commonly referred to as SAB 101, "Revenue Recognition in Financial Statements." SAB 101 summarizes the SEC's view in applying U.S. generally accepted accounting principles to selected revenue recognition issues. The application of the guidance in SAB 101 (as amended by SAB 101A and SAB 101B) was required in the fourth quarter of the fiscal year 2000. Adoption of SAB 101 did not have a material affect on the financial statements of the Company. 2. Balance Sheet Components
December 31, ---------------- 1999 2000 ------- ------- Property and equipment (in thousands): Furniture and equipment................................. $ 621 $ 1,158 Furniture and equipment under capital lease............. 560 56 Computer equipment and software......................... 3,698 6,434 Computer equipment under capital lease.................. 760 76 Motor vehicles under capital lease...................... 94 -- ------- ------- 5,733 7,724 Accumulated depreciation on owned assets.................. (2,561) (4,268) Accumulated amortization on assets under capital lease.... (570) (66) ------- ------- $ 2,602 $ 3,390 ======= =======
F-47 10 PRIME RESPONSE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) Depreciation expense for the years ended December 31, 1998, 1999 and 2000 was $439,000, $724,000 and $1,439,000, respectively. Amortization expense for the years ended December 31, 1998, 1999 and 2000 was $215,000, $308,000 and $111,000, respectively.
December 31, ------------- 1999 2000 ------ ------ Accrued expenses and other liabilities (in thousands): Accrued compensation and related payroll taxes.............. $1,917 $3,005 VAT payable................................................. 276 287 Amounts due to customer..................................... 500 -- Accrued professional fees................................... 117 569 Accrued sales taxes......................................... -- 528 Other creditors and accruals................................ 1,662 1,910 ------ ------ $4,472 $6,299 ====== ======
3. Other Assets During March 2000, Prime Response entered into an OEM software license agreement with a provider of customer optimization technology. Prime Response will pay royalties for all licenses sold that integrate the customer optimization technology. Prime Response paid $1,000,000 as an initial non- refundable prepayment of these royalties. In addition, Prime Response received a warrant to purchase 40,000 shares of common stock with an exercise price of $9.73 per share and a five-year term. Prime Response has calculated the fair value of the shares underlying the warrant to be $276,000 using the Black Scholes model. The $1,000,000 paid has been recorded as a long term asset on the balance sheet with $276,000 being allocated to the warrants and the remainder will be recorded as royalty expense in cost of revenues as license sales are recognized. During the year ended December 31, 2000, $79,000 was recognized and recorded as a cost of license sale. During July 2000, Prime Response entered into an OEM software license agreement with a third party provider of enterprise portal software. Prime Response will pay royalties for all licenses sold that integrate this enterprise portal software. Prime Response paid $750,000 as an initial non- refundable prepayment of these royalties. This $750,000 has been recorded as a long-term asset at December 31, 2000 and will be recognized as a cost of revenues as license sales are recognized. 4. Debt and Capital Leases Debt and capital leases consists of the following (in thousands):
December 31, ------------- 1999 2000 ------- ---- Capital Leases.............................................. $ 600 $ 78 Term loans.................................................. 2,000 -- ------- ---- Total debt and capital leases............................... 2,600 78 ------- ---- Less: short-term debt and current maturities of long-term debt and capital leases.................................... (2,289) (78) ------- ---- Long-term debt and capital leases........................... $ 311 $ -- ======= ====
F-48 11 PRIME RESPONSE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) Term Loans On October 28, 1999, Prime Response entered into an agreement with Greyrock Capital which provided for a term loan of $2,000,000 which was received by Prime Response upon execution of the agreement. This term loan was payable in quarterly installments for one year beginning on February 28, 2000. Interest accrued at prime plus 2.00% (10.50% at December 31, 1999) and was payable monthly. The agreement also allowed Prime Response to borrow against outstanding receivable balances up to $3,000,000. This agreement was repaid in full with the proceeds of the IPO and subsequently terminated in June 2000. During January 2000, Prime Response entered into an agreement with Kite Limited evidenced by a promissory note in the amount of $4.3 million for the repurchase of 1,249,500 shares of redeemable common stock from a former shareholder at $3.42 per share. Prime Response repaid the note in full during March 2000, and recorded the shares as treasury stock. 5. Redeemable Convertible Preferred Stock Issuance The following table sets forth the redeemable convertible preferred stock ("preferred stock") activity (in thousands):
Series A Series B Series C Total ---------------- ---------------- ---------------- ---------------- Carrying Carrying Carrying Carrying Shares Value Shares Value Shares Value Shares Value ------ -------- ------ -------- ------ -------- ------ -------- Issuance October 1997... 1,155 $23,446 -- $ -- -- $ -- 1,155 $23,446 Accrual of cumulative dividends and accretion to Redemption value.... -- 604 -- -- -- -- -- 604 ------ ------- ------ ------- ------ ------ ------ ------- Balance December 31, 1997................... 1,155 24,050 -- -- -- -- 1,155 24,050 Issuance September 1998................... -- -- 867 5,199 -- -- 867 5,199 Accrual of cumulative dividends and accretion to Redemption value.... -- 1,896 -- 116 -- -- -- 2,012 ------ ------- ------ ------- ------ ------ ------ ------- Balance December 31, 1998................... 1,155 25,946 867 5,315 -- -- 2,022 31,261 Issuance March 1999..... -- -- 833 4,281 -- -- 833 4,281 Issuance July 1999...... -- -- -- -- 1,000 2,391 1,000 2,391 Issuance October 1999... -- -- -- -- 833 2,500 833 2,500 Accrual of cumulative dividends and accretion to redemption value.... -- 1,896 -- 747 -- -- -- 2,643 ------ ------- ------ ------- ------ ------ ------ ------- Balance December 31, 1999................... 1,155 $27,842 1,700 $10,343 1,833 $4,891 4,688 $43,076 Accrual of cumulative dividends and accretion to redemption value.... -- 357 -- 875 -- 609 -- 1,841 Payment of dividends in cash upon IPO.......... -- -- -- (934) -- -- -- (934) Payment of dividends in common stock upon IPO.. -- (4,498) -- (80) -- -- -- (4,578) Conversion of preferred stock to common stock upon IPO............... (1,155) (23,701) (1,700) (10,204) (1,833) (5,500) (4,688) (39,405) ------ ------- ------ ------- ------ ------ ------ ------- Balance December 31, 2000................... -- -- -- -- -- -- -- -- ====== ======= ====== ======= ====== ====== ====== =======
F-49 12 PRIME RESPONSE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) Redemption The holders of Series A, B and C preferred stock were entitled to receive a payment of $20.52, $6.00 and $3.00, respectively, to be paid in cash or, at the option of Prime Response in securities of Prime Response or other consideration received by the holders of shares of common stock in the event of a merger. Prime Response was required to reserve and keep available for issuance upon the conversion of the Series A, B and C preferred stock, such number of its authorized but unissued shares of common stock to be sufficient to permit the conversion of all outstanding shares of Series A, B and C preferred stock, and was required to take all action to increase the authorized number of share of common stock if at anytime there was insufficient authorized but unissued share of common stock to permit such reservation or to permit the conversion of all outstanding share of Series A, B and C preferred stock. These contractual terms made the Series A, B and C preferred stock redeemable. When issued, each share of Series C preferred stock in the July 1999 issuance was convertible into 0.75 shares of common stock, which represented a discount from the fair value of common stock on the date of the Series C issuance. The value attributable to this conversion feature represents an incremental yield, or a beneficial conversion feature, which was recognized as a return to the preferred stockholders. This amount, equal to the net proceeds from the Series C offering of approximately $2,391,000, has been recorded as accretion of preferred stock to redemption value in the consolidated statement of operations in the year ended December 31, 1999, and represents a non-cash charge in the determination of net loss attributable to common stockholders. In August and September 1999, Prime Response obtained loans of $1,000,000 and $1,500,000, respectively, from a shareholder which were converted into 833,000 shares of Series C preferred stock in October 1999. When issued, both the August and September loans were immediately convertible into Series C preferred stock at the option of the holder. The number of shares of Series C preferred stock to be issued is calculated by dividing the principal amount of the notes by $3.00, which represents a discount from the fair value of common stock on the date of issuance. The values attributable to the conversion feature on each loan represent an incremental yield, or a beneficial conversion feature, which was recognized as additional interest on the loans. These amounts, equal to the proceeds from each loan of $1,000,000 and $1,500,000, respectively, have been charged to interest expense in the consolidated statement of operations in the year ended December 31, 1999, reflecting a non- cash expense. Conversion Upon the consummation of the IPO, the Series A, B and C preferred shares were converted into a total of 6,324,000 shares of common stock. Each share of Series A, B and C preferred stock converted into 3.1282, 0.7858 and 0.75 shares, respectively, of common stock. Dividends Upon the consummation of the IPO, the holders of Series A and B preferred stock received cumulative dividends in the amount of $3.59 and $0.51 per share, respectively. Cumulative dividends on the Series A and B preferred stock were $4,500,000 and $1,000,000, respectively. All of the Series A dividends were paid in 374,821 shares of common stock. Series B dividends were paid $934,000 in cash and 6,661 in shares of common stock. The holders of Series C preferred stock were not entitled to dividends. F-50 13 PRIME RESPONSE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) Participation Payment Upon the consummation of the IPO, the holders of Series A and C preferred stock received, in addition to accrued dividends and the common stock conversion feature, $20.52 and $3.00 per share, respectively, paid in 2,433,382 shares of common stock. The holders of Series B preferred stock received, in addition to accrued dividends and the conversion feature, $6.00 per share which was paid with $9,500,000 in cash and 56,875 in shares of common stock. Voting Prior to the IPO, the holders of preferred stock shares were entitled to vote, together with holders of common stock on all matters submitted to stockholders for vote. Each preferred stock holder was entitled to a number of votes equal to the number of shares of common stock into which each preferred stock share was convertible at the time of such vote. 6. Common Stock Reorganization Prime Response Group Inc. was incorporated on September 26, 1997. In October 1997 Prime Response Group Inc. affected a reorganization involving an exchange of common stock in Prime Response Group Inc. and a Promissory Note ("Note") for all of the outstanding ordinary shares of PRL. Additionally certain subsidiary companies of PRL became direct subsidiaries of Prime Response Group Inc. Prior to this reorganization, Prime Response Group Inc. had no operating activities of its own, all operations were conducted by PRL and its subsidiaries. In order to effect this reorganization, on October 23, 1997 Prime Response Group Inc. issued 7,035,000 shares of common stock and a Note for $7,899,000 to the former shareholders of PRL, a company incorporated in the United Kingdom in 1987 and PRI's principal operating subsidiary. The Note was repaid in July 1998. In exchange, the former shareholders of PRL transferred their shares in that company to Prime Response Group Inc. and issued an option to Prime Response Group Inc. to repurchase 1,249,500 of these shares at an exercise price of $3.42 per share. Prime Response repurchased these shares subsequent to the IPO. In 1999, the Company changed its name from Prime Response Group Inc. to Prime Response, Inc. The shares in PRL are held by Prime Response, Inc. as an investment in that subsidiary and are eliminated in consolidation. The exchange of shares in PRL for those in Prime Response Group Inc. represents various equity and debt transactions executed to facilitate investment by a U.S. venture capitalist and to allow an existing investor to liquidate a portion of his interest and therefore no change in control was recorded. In October 1997, in connection with the reorganization described above, Prime Response Group Inc. sold 1,155,000 shares of Series A convertible preferred stock for $20.52 per share, for an aggregate purchase price of $23,697,000, General Atlantic Partners 42, L.P. purchased 909,858 shares and GAP Coinvestment Partners, L.P. purchased 245,142 shares. Holders of PRI's common stock are entitled to one vote per share. Redeemable Common Stock Accenture or its affiliate had the right to require Prime Response to repurchase the 428,000 shares it purchased in December 1999 for $4,000,000. The put right terminated upon the IPO and accordingly these shares were reclassified from redeemable common stock to common stock upon the IPO. In addition, during the F-51 14 PRIME RESPONSE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) year ended December 31, 2000, Prime Response repurchased 1,249,500 shares of common stock from a former shareholder that had the right to put these shares to Prime Response prior to September 30, 2000. These shares were previously recorded as redeemable common stock at December 31, 1999 and are classified as treasury stock at December 31, 2000. Employee Stock Option Plan In April 1998 Prime Response's Board of Directors adopted, and the stockholders subsequently approved the 1998 Stock Option/Stock Issuance's Plan (the "1998 Plan"). The 1998 Plan serves as the successor equity incentive program to the Company's 1997 Employee Stock Option Plan under which no options were issued. The 1998 Plan is divided into two separate components: (i) the Discretionary Option Grant Program; and (ii) the Stock Issuance Program. The 1998 Plan will terminate on April 21, 2008 unless terminated earlier by the Board. The number of shares authorized in the 1998 Plan document of 1,250,000 was increased to 1,512,000 on September 30, 1998 and further increased to 2,148,000 on July 10, 1999. In October, 1999, Prime Response's Board of Directors authorized an increase in the number of shares authorized for grant to 2,898,000 and in November 1999, the Board of Directors further increased the number of shares authorized to 3,273,000. Options for common stock granted under the 1998 Plan are for exercise within periods not to exceed ten years and must be issued at prices not less than 100% and 85%, for incentive and non-qualified stock options, respectively, of the fair value of the stock on the date of grant, unless a lower value is approved by the Board of Directors. Incentive stock options granted to stockholders who own greater than 10% of the outstanding stock are for periods not to exceed five years and must be issued at prices not less than 110% of the fair market value of the stock on the date of grant. Options granted under the 1998 Plan vest in steps over a four-year period, from commencement date, with the first 25% vesting after one year, and the remainder vesting in 36 equal monthly installments. Prime Response accounts for stock options granted to employees in accordance with the provisions of Accounting Principles Board Opinion No. 25. In connection with the grant of certain stock options to employees during the period from commencement of the 1998 Plan (April 1998) to December 31, 1998 and during the years ended December 31, 1999 and 2000, Prime Response recorded deferred stock compensation of none, $2,602,000 and $327,000 respectively, representing the difference between the estimated fair market value of the common stock on measurement date and the exercise price. Compensation related to options which vest over time was recorded as a component of stockholders' deficit and is being amortized over the vesting periods of the related options. Prime Response recorded compensation expense of none, $205,000 and $822,000 in 1998, 1999 and 2000, respectively relating to the amortization of deferred compensation recorded during the years ended December 31, 1999 and 2000, and the acceleration of a former employees' options. Compensation expense related to restricted shares was recorded on grant date. Prime Response recorded compensation expense of none, $1,677,000 and none in 1998, 1999 and 2000, respectively, in relation to these restricted shares. Compensation expense related to remeasurement of stock options due to extensions of exercise periods was recognized on the remeasurement date. Prime Response recorded compensation expense of none, $143,000 and none in 1998, 1999 and 2000, respectively, in relation to these options. Compensation expense is disclosed as a non-cash expense in the related Statement of Operations line items. In November 1999, the 1999 Employee Stock Purchase Plan was adopted by its board of directors, and approved by its stockholders in January 2000. The 1999 plan authorizes the issuance of up to a total of 300,000 shares of common stock to participating employees. The purchase plan permits participants to purchase common stock through payroll deductions. Under the terms of the 1999 Plan, the option price is an amount equal to 85% of the average market price (as defined) per share of the common stock on either the first day or F-52 15 PRIME RESPONSE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) the last day of the offering period. As of December 31, 2000, no shares of common stock had been issued under this plan. Prime Response's 1999 Outside Director Stock Option Plan was adopted by its board of directors in November 1999 and approved by its stockholders in January 2000. Under the terms of the Director Plan, directors who are not employees of Prime Response or its subsidiaries receive nonstatutory options to purchase shares of its common stock. A total of 200,000 shares of Prime Response common stock may be issued upon exercise of options granted under the Director Plan. As of December 31, 2000, options to purchase an aggregate of 80,000 shares of common stock were outstanding under the 1999 Outside Directors Stock Option Plan. As of December 31, 2000, no shares of common stock had been issued upon exercise of options outstanding under this plan. During the year ended December 31, 2000, Prime Response issued 40,000 stock options to members of its newly formed Marketing Advisory Board. The options were immediately vested. In connection with this grant, Prime Response recorded a non-cash compensation expense of $313,000 using the Black Scholes model. Valuation of Stock Options Had compensation expense for the Plans been determined based upon the estimated grant date fair value pursuant to SFAS 123, Prime Response's net loss for years ended December 31, 1999 and 2000 would have been as follows:
Year Ended Year Ended Year Ended December 31, December 31, December 31, 1998 1999 2000 ------------ ------------ ------------ Net loss (in thousands): As reported....................... $(14,603) $(20,419) $(27,590) Pro forma......................... $(14,710) $(20,574) $(29,474) Net loss per share attributable to common stockholders--basic and diluted: As reported....................... $ (2.36) $ (3.44) $ (3.77) Pro forma......................... $ (2.38) $ (3.46) $ (3.88)
As additional option grants are expected to be made subsequent to December 31, 2000 and most options vest over several years, the above pro forma effects are not necessarily indicative of the pro forma effects on future years. The fair value of these stock awards at the date of grant was estimated using the minimum value method for the year ended December 31, 1999. The determination of the fair value of all options granted during the year ended December 31, 2000 included an expected volatility factor. The following table summarized these assumptions:
Year Ended Year Ended Year Ended December 31, December 31, December 31, 1998 1999 2000 ------------ ------------ ------------ Risk free interest rate............... 5.24% 5.43% 6.34% Dividend yield........................ 0% 0% 0% Expected volatility................... 0% 0% 120% Expected life......................... 10 years 10 years 4.4 years
F-53 16 PRIME RESPONSE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) Summary of Stock Options A summary of the status of Prime Response's options as of December 31, 1999 and 2000 and changes during the periods then ended are presented below.
Year Ended Year Ended Year Ended December 31, 1998 December 31, 1999 December 31, 2000 ------------------ -------------------- -------------------- Weighted- Weighted- Weighted- Average Average Average Exercise Exercise Exercise Shares Price Shares Price Shares Price ------- --------- --------- --------- --------- --------- Outstanding at beginning of period.............. -- -- 736,538 $3.41 1,358,279 $ 4.91 Granted............... 783,600 $3.41 1,613,144 5.98 1,387,263 10.33 Exercised............. -- -- (668,006) 6.52 (128,245) 4.30 Cancelled............. (47,062) 3.41 (323,397) 3.49 (423,762) 10.73 ------- ----- --------- ----- --------- ------ Outstanding at end of period................. 736,538 $3.41 1,358,279 $4.91 2,193,535 $ 7.25 ======= ===== ========= ===== ========= ====== Options available for grant at end of period................. 775,462 1,246,937 483,443 ======= ========= ========= Options granted at fair value: Weighted average exercise price....... $ 3.41 $ 4.31 $ 10.33 ======= ========= ========= Weighted average fair value................ $ 1.42 $ 1.72 $ 5.50 ======= ========= ========= Options granted below fair value: Weighted average exercise price....... $ 3.41 $ 6.09 $ -- ======= ========= ========= Weighted average fair value................ $ 1.82 $ 7.45 $ -- ======= ========= =========
The following table summarizes information about stock options outstanding at December 31, 2000:
Weighted- Vested and Exercisable Weighted Average ------------------------ Average Remaining Number Range of Exercise Number Contractual of Weighted-Average Exercise Prices Price Outstanding Life (in Years) Shares Exercise Price --------------- -------- ----------- --------------- ------ ---------------- $2.91-$4.31 $ 3.71 815,737 8.2 427,782 $ 3.66 5.88-8.00 7.23 724,719 9.1 149,134 6.89 9.38-12.00 10.21 532,829 9.3 42,961 9.80 14.88-18.00 16.16 100,250 9.2 40,000 18.00 29.06 29.06 20,000 9.2 20,000 29.06 ------ --------- --- ------- ------ $ 7.25 2,193,535 8.8 679,877 $ 6.35 ====== ========= === ======= ======
Issuance of Warrants During 1999, Prime Response issued warrants to purchase up to 313,000 and 251,000 shares of Prime Response's Common Stock at an exercise price of $3.41 and $.01 per share, respectively, in conjunction with the Series B and Series C preferred stock issuance, respectively. The warrants have terms of five years and seven years, respectively. The fair value of these warrants was determined to be $2.69 and $11.84 per share, respectively, using the Black-Scholes option pricing model, based on the following assumptions: 85.00% volatility, a term of five and seven years, respectively, and interest rates of 5.87% and 6.07%, respectively. The value of the warrants have been recorded as $720,000 and $609,000, respectively, and have been included in F-54 17 PRIME RESPONSE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) additional paid in capital. During the year ended December 31, 2000, the warrants to purchase 251,000 shares of Common Stock for $0.01 per share were exercised. During 1999, Prime Response issued 682,000 warrants to Accenture to purchase 682,000 shares of common stock. During 2000, Prime Response issued warrants to purchase 31,500 shares of common stock to Accenture. See details of these warrant issuances in Note 7. Shareholder Note Receivable and Restricted Stock At December 31, 2000, Prime Response held a note receivable in the amount of $2,545,000 from an employee shareholder in consideration for the issuance of restricted stock. The note is non-interest bearing and is due on January 31, 2009. Imputed interest of $1,678,000 had been recorded for this note and will be amortized as income over the life of the loan. Compensation expense of $1,678,000 for the discount from fair value due to imputed interest was recognized during 1999 at the time the shares were issued. Shares vest and restrictions lapse in accordance with the terms of the 1998 Stock Option/Stock Issuance Plan. In the event employment is terminated, Prime Response can elect to repurchase, and the employee is obligated to sell, any of the vested shares for fair market value and any unvested shares for the original purchase price. In the event of a change of control, all of the restrictions on this stock will terminate. During 1999, 636,000 shares of common stock were issued subject to such time-based restrictions and 345,000 remain unvested at December 31, 2000. 7. Accenture (formerly Andersen Consulting) Relationship On December 6, 1999, Prime Response and Accenture entered into a joint marketing agreement and, along with an affiliate of Accenture, a stock and warrant purchase agreement. Pursuant to the stock and warrant purchase agreement, Accenture purchased 428,000 shares of common stock and Accenture received a warrant to purchase 682,000 shares of common stock. This warrant has an exercise price of $9.35 per share and vests September 9, 2000. The aggregate purchase price paid by Accenture for the common stock and this warrant was $4,000,000. Accenture has no performance obligations under the stock and warrant purchase agreement or this warrant. Prime Response has recorded the stock at $9.35 per share. The fair value of the stock is $4,622,400. Prime Response calculated the fair value of the warrants on date of grant using Black Scholes model with the following assumptions: 7 year useful life (life of warrant), 6.07% risk-free interest rate, zero dividends and 85.19% volatility. Based on this calculation, the extended fair value of the warrants is $6,536,080. Prime Response has recorded an intangible asset of $7,158,000 which is equal to the excess of the aggregate fair values of the common stock and warrants over the purchase price. This asset is being amortized as a non-cash sales and marketing expense over its estimated useful life of four years, which reflects the term of the marketing agreement. As of December 31, 1999 and 2000 accumulated amortization of this intangible was $147,000 and $2,088,000, respectively. Prime Response issued a performance warrant to purchase 375,000 shares of common stock to Accenture. Of this amount, 300,000 shares will vest in share increments determined by the extent to which $2.0 billion exceeds $357.8 million (which represents Prime Response's market capitalization at the time of its initial public offering.) An additional 75,000 shares will vest in increments of 7,500 shares for each $100.0 million that market capitalization exceeds $2.0 billion, up to a maximum market capitalization of $3.0 billion. This warrant has an exercise price of $9.35 per share. As of December 31, 2000, there had not been any vesting of the performance warrants mentioned above. Prime Response also issued a performance warrant to purchase 375,000 shares of common stock to Accenture which will vest in increments of 10,500 shares for each $1.0 million of sales resulting from joint marketing efforts up to $25 million and then in increments of 4,500 shares for each $1.0 million of sales from $25 million to $50 million. As of December 31, 2000, warrants to purchase 31,500 shares of Prime Response common stock underlying the warrants had vested. F-55 18 PRIME RESPONSE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) All warrants have a seven-year term. In the event that the marketing agreement is terminated as a result of a breach by Accenture, no further vesting under the warrants will occur, but those warrants already exercisable will remain exercisable during their term to the extent they are vested at the time of termination. Prime Response is obligated to pay Accenture a commission if designated sales targets are met. The first five transactions were paid at a commission rate of 50%, and all subsequent transactions will be paid at a commission rate of 20%. The first five transactions were completed during the second quarter of 2000 and Prime Response paid $1,200,000 to Accenture. During the remainder of 2000, as a result of additional transactions, Prime Response recorded a commission payable to Accenture in the amount of $250,000. The commissions are included in sales and marketing expenses. In addition, if designated sales targets are met, Accenture is obligated to provide up to $1,000,000 in funding for joint marketing efforts, business development personnel, structure feedback and sales support. The majority of the approximately $1,450,000 worth of commission earned by Accenture in the year ended December 31, 2000 will be used to fund these activities. The expenditure of these funds is controlled by a committee comprised of both Accenture and Prime Response personnel. As of December 31, 2000, $305,000 had been funded for joint marketing activities. In addition, Prime Response is obligated to engage Accenture for consulting services in connection with its services worth at least $1,000,000 before December 31, 2001. As of December 31, 2000, Prime Response had engaged Accenture for approximately $1,010,000 worth of consulting services. 8. Commitments and Contingencies Leases Prime Response has several operating lease agreements primarily involving real estate and computers and equipment. These leases are noncancelable and expire on various dates through 2013. Rent expense for operating leases totaled, $2,291,000, $2,465,000 and $3,083,000 for the years ended December 31, 1998, 1999, and 2000, respectively. Future minimum rental payments under leases are as follows:
Operating Capital --------- ------- (in thousands) Year ending December 31, 2001...................................................... $1,478 $46 2002...................................................... 1,079 40 2003...................................................... 1,013 -- 2004 ..................................................... 837 -- 2005...................................................... 758 -- Thereafter ............................................... 4,014 -- ------ --- Total future minimum lease payments ...................... $9,179 $86 ====== --- Less: portion representing interest ...................... 9 --- $78 ===
9. Income Taxes Prime Response, Inc.'s statutory and effective tax rates were 34% and 0%, respectively, for each of the years ended December 31, 1999 and 2000. The effective tax rate was 0% due to net operating losses ("NOL") and nonrecognition of any deferred tax asset. F-56 19 PRIME RESPONSE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) Deferred tax assets (liabilities) are comprised of the following (in thousands):
December 31, ------------------ 1999 2000 -------- -------- Net operating loss carryforwards......................... $ 8,708 $ 17,891 Other deferred tax assets................................ 1,412 3,151 -------- -------- Gross deferred tax asset................................. 10,120 21,042 Valuation allowance...................................... (10,120) (21,042) -------- -------- Net deferred taxes....................................... $ -- $ -- ======== ========
Prime Response, Inc. has provided a full valuation allowance for the deferred tax assets since it is more likely than not that these future benefits will not be realized. If Prime Response, Inc. achieves profitability, a significant portion of these deferred tax assets could be available to offset future income taxes. At December 31, 2000, Prime Response, Inc. has federal and state net operating loss carryforwards of approximately $25,000,000 available to reduce future federal and state income taxes payable. These net operating loss carryforwards begin to expire in 2017 for federal purposes and 2002 for state purposes. Prime Response, Inc. also has non-US net operating loss carryforwards of $27,000,000, some of which begin to expire in 2003. Ownership changes, as defined in the Internal Revenue Code, including those resulting from the issuance of common stock in connection with an initial public offering, may limit the amount of net operating loss and tax credit carryforwards that can be utilized to offset future taxable income or tax liability. The amount of the annual limitation is determined in accordance with Section 382 of the Internal Revenue Code. 10. Segment Analysis Prime Response earned all of its revenue from external customers. Prime Response is organized into three segments, software licenses, services and support and applications hosting, to reflect the key sales lines. The segment information includes an allocation of certain corporate costs such as depreciation, amortization and rent expense. The distribution of revenues and total assets by geographic location is as follows (in thousands):
Year Ended December 31, ------------------------------------------------------------------------------------------------- 1998 1999 2000 -------------------------------- ------------------------------ -------------------------------- Rest Rest Rest of of of US UK World Total US UK World Total US UK World Total ------ ------- ------ ------- ------- ------- ------ ------- ------- ------- ------ ------- Revenues: Software licenses...... $3,295 $ 5,094 $ 106 $ 8,495 $ 1,462 $ 7,797 $ 875 $10,134 $ 7,064 $ 6,241 $2,445 $15,750 Services and support... 1,075 3,104 35 4,214 2,025 4,092 402 6,519 3,387 5,439 1,080 9,906 Applications hosting... -- 3,827 -- 3,827 -- 3,869 -- 3,869 -- 3,207 -- 3,207 ------ ------- ------ ------- ------- ------- ------ ------- ------- ------- ------ ------- Total revenues......... $4,370 $12,025 $ 141 $16,536 $ 3,487 $15,758 $1,277 $20,522 $10,451 $14,887 $3,525 $28,863 ====== ======= ====== ======= ======= ======= ====== ======= ======= ======= ====== ======= Gross profit: Software licenses...... $3,290 $ 4,947 $ 106 $ 8,343 $ 1,462 $ 7,797 $ 875 $10,134 $ 6,985 $ 6,241 $2,445 $15,671 Services and support... (631) (1,597) (35) (2,263) 118 1,745 21 1,884 (659) 1,886 517 1,744 Applications hosting... -- 1,350 -- 1,350 -- 1,093 -- 1,093 -- (107) -- (107) ------ ------- ------ ------- ------- ------- ------ ------- ------- ------- ------ ------- Total gross profit..... $2,659 $ 4,700 $ 71 $ 7,430 $ 1,580 $10,635 $ 896 $13,111 $ 6,326 $ 8,020 $2,962 $17,308 ------ ------- ------ ------- ------- ------- ------ ------- ------- ------- ------ ------- Total assets......... $3,847 $ 3,555 $2,750 $10,152 $13,481 $11,392 $ 642 $25,515 $39,835 $10,558 $ 689 $51,082 ====== ======= ====== ======= ======= ======= ====== ======= ======= ======= ====== =======
F-57 20 PRIME RESPONSE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) 11. Acquisitions On January 19, 1998, Prime Response acquired certain intellectual property rights and other intangible assets related to the MIND software business from an Irish company, Admiral IT Services Limited, for consideration of $2,812,000. The acquisition was accounted for under the purchase method of accounting. The purchase price has been allocated to the assets acquired based upon the fair market values as determined by Prime Response at the date of acquisition and will be amortized on a straight-line basis over the estimated economic lives of two years, principally for goodwill. At December 31, 1999 and 2000 Prime Response had accumulated amortization relating to this intangible asset of $2,560,000 and $2,812,000, respectively. 12. Quarterly Results of Operations (Unaudited) The following is a summary of the unaudited quarterly results of operations for the periods shown (in thousands, except per share data):
Year Ended December 31, ------------------------------------------------------------------------ 1999 2000 ----------------------------------- ----------------------------------- First Second Third Fourth First Second Third Fourth Quarter Quarter Quarter Quarter Quarter Quarter Quarter Quarter ------- ------- -------- ------- -------- ------- ------- ------- Revenues................ $ 3,782 $ 5,081 $ 4,204 $ 7,455 $ 7,535 $ 9,033 $ 6,938 $ 5,357 Loss before income taxes.................. (3,832) (4,502) (7,178) (4,892) (5,058) (6,094) (8,022) (8,490) Net loss................ (3,833) (4,503) (7,185) (4,898) (5,076) (6,002) (8,022) (8,490) Net loss attributable to common stockholders.... $(4,444) $(5,180) $(10,253) $(5,576) $(46,310) $(6,002) $(8,022) $(8,490) Net loss per share-- basic and diluted diluted................ $ (0.64) $ (0.73) $ (1.35) $ (0.72) $ (3.99) $ (0.30) $ (0.39) $ (0.41)
13. Related Party Transactions During the years ended December 31, 1999 and 2000, Prime Response made sales totaling $540,000 and $345,000 to a company which is partly owned by a significant shareholder of Prime Response. At December 31, 2000, $136,000 remained outstanding from this related party. During the years ended December 31,1999 and 2000, Prime Response made sales totaling $27,000 and $391,000 to a company which is partly owned by a significant shareholder and which one of our Directors holds a directorship position. At December 31, 2000, $71,000 remained outstanding from this related party. There were no material related party transactions during the year ended December 31, 1998. 14. Employee Benefit Plan Prime Response offers a 401(k) plan to its United States employees who meet certain defined requirements. Under the terms of the 401(k) plan, eligible employees may elect to make tax-deferred contributions, and Prime Response may match 25% of the lesser of the contributing employee's elective deferral or 4% of the contributing employee's total salary. During the year ended December 31, 1998, 1999 and 2000, Prime Response contributed approximately $11,000, $20,000 and $63,000 respectively, to the 401(k) plan. F-58 21 EX-99.3 5 dex993.txt UNAUDITED PRO FORMA FINANCIAL INFORMATION Exhibit 99.3 CHORDIANT SOFTWARE, INC. UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION On January 8, 2001, Chordiant entered into a merger agreement (the "Merger Agreement") to acquire Prime Response in a transaction to be accounted for as a purchase under U.S. generally accepted accounting principles. Under the terms of the Merger Agreement, all issued and outstanding shares of Prime Response will be exchanged for 12,289,242 shares of Chordiant's common stock with a value of approximately $34.8 million. In addition, based on an exchange ratio of approximately 0.60 share of Chordiant common stock for every share of Prime Response common stock, all of Prime Response's outstanding options will be converted into options to purchase 1,367,464 shares of Chordiant's common stock and all of Prime Response's outstanding warrants will be converted into warrants to purchase 1,306,551 shares of Chordiant's common stock. The fair value of the options and warrants of approximately $3.2 million and $3.5 million, respectively, was determined using the Black-Scholes option pricing model and is included as a component of the purchase price. In accordance with Financial Accounting Standards Board Interpretation No. 44 ("FIN 44"), Accounting for Certain Transactions Involving Stock Compensation--an interpretation of APB 25, unvested stock options granted by Chordiant in exchange for options held by Prime Response will be considered part of the purchase price. However, to the extent that service will be required subsequent to the date of the acquisition in order to vest in the replacement options, a portion of the intrinsic value of the unvested options will be deducted from the fair value of the options issued and allocated to unearned stock-based compensation. The amount allocated to unearned compensation will be based on the portion of the intrinsic value of the replacement options at the acquisition date related to future vesting periods and will be recognized as compensation expense over the remaining service period. Chordiant also anticipates incurring approximately $3.0 million in acquisition related expenses, which consist primarily of financial advisory, accounting and legal fees and $4.0 million in integration and restructuring costs. The purchase price will be allocated to the assets acquired, including tangible and intangible assets, and liabilities assumed based upon the fair value of such assets and liabilities on the date of acquisition. On July 19, 2000, Chordiant and White Spider Software, Inc. ("White Spider") entered into a stock purchase agreement (the "Agreement") accounted for as a purchase under U.S. generally accepted accounting principles. Under the terms of the Agreement, Chordiant issued 349,954 shares of common stock valued at approximately $5.9 million in exchange for the 4,728,290 shares of White Spider common stock outstanding as of the date of the acquisition. In addition, employee options to purchase approximately 1,710,000 shares of White Spider common stock were assumed by Chordiant and became options to purchase 126,562 shares of Chordiant common stock. The fair value of the options of approximately $2.1 million was determined using the Black-Scholes option pricing model and is included as a component of the purchase price in accordance with FIN 44. Chordiant also incurred $200,000 in transaction costs. The purchase price was allocated to the assets acquired, including tangible and intangible assets, and liabilities assumed based upon the fair value of such assets and liabilities on the date of acquisition. The Unaudited Pro Forma Combined Condensed Balance Sheet and Statements of Operations are not necessarily indicative of the operating results that would have been achieved had the transactions been in effect as of the beginning of the periods presented and should not be construed as being representative of future operating results. The historical financial statements of Chordiant, White Spider and Prime Response are included elsewhere in this joint proxy statement/prospectus and the Unaudited Pro Forma Combined Condensed Financial Information presented herein should be read in conjunction with those financial statements and related notes. 157 1 CHORDIANT SOFTWARE, INC. UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET DECEMBER 31, 2000 (amounts in thousands)
Prime Pro Forma Pro Forma Chordiant Response Adjustments Combined --------- --------- ----------- --------- ASSETS Current assets: Cash and cash equivalents...... $ 41,465 $ 27,139 $ $ 68,604 Short-term investments......... 26,203 -- 26,203 Accounts receivable--third parties, net.................. 19,423 10,616 (207)(9) 29,832 Accounts receivable--related parties....................... 1,057 -- 207 (9) 1,264 Other current assets........... 7,149 3,046 10,195 -------- --------- -------- Total current assets......... 95,297 40,801 136,098 Property and equipment, net...... 5,050 3,390 8,440 Intangible assets, net........... 4,585 5,220 12,105 (4) 21,910 Other assets..................... 2,516 1,671 4,187 -------- --------- -------- Total assets................. $107,448 $ 51,082 $170,635 ======== ========= ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Borrowings..................... $ 595 $ -- $ $ 595 Accounts payable............... 5,081 5,154 10,235 Accrued expenses............... 8,163 6,299 7,000 (2) 21,462 Accrued interest income........ -- 176 176 Deferred revenue--third parties....................... 17,441 6,312 (3,118)(3) 20,635 Deferred revenue--related parties....................... 3,488 -- 3,488 Capital lease obligations...... -- 78 78 -------- --------- -------- Total current liabilities.... 34,768 18,019 56,669 Accrued interest income, non current......................... -- 1,222 1,222 Deferred revenue--third parties.. 8,013 -- 8,013 Deferred revenue--related parties......................... 1,103 -- 1,103 Other liabilities................ 244 -- 244 -------- --------- -------- Total liabilities............ 44,128 19,241 67,251 -------- --------- -------- Stockholders' equity: Common stock................... 41 205 (205)(5) 53 12 (1) Additional paid-in capital..... 170,386 155,355 (155,355)(5) 211,924 34,782 (1) 3,241 (1) 3,515 (1) Notes receivable from stockholders.................. (1,799) (2,545) 2,545 (5) (1,799) Treasury stock................. -- (4,273) 4,273 (5) -- Unearned compensation.......... (7,290) (1,997) 1,997 (5) (7,290) Accumulated deficit............ (97,920) (114,965) 114,965 (5) (99,406) (1,486)(4) Accumulated other comprehensive income (loss)................. (98) 61 (61)(5) (98) -------- --------- -------- Total stockholders' equity... 63,320 31,841 103,384 -------- --------- -------- Total liabilities and stockholders' equity........ $107,448 $ 51,082 $170,635 ======== ========= ========
See accompanying notes to Unaudited Pro Forma Combined Condensed Financial Information for explanation of Pro Forma adjustments. 158 2 CHORDIANT SOFTWARE, INC. UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS YEAR ENDED DECEMBER 31, 2000 (amounts in thousands, except per share amounts)
Chordiant ------------------------------------------------ Historical Historical Historical Pro Forma Pro Forma Prime Pro Forma Pro Forma Chordiant White Spider Adjustments Chordiant Response Adjustments Combined ---------- ------------ ----------- --------- ---------- ----------- --------- Net revenues: License--third parties............... $ 10,728 $ -- $ $ 10,728 $ 15,750 $ (736)(6) $ 25,742 License--related parties............... 6,168 -- 6,168 -- 736 (6) 6,904 Service--third parties............... 3,980 281 (245)(9) 4,016 9,906 13,958 Service--related parties............... 12,813 -- 12,813 -- 12,813 Applications hosting... -- -- -- 3,207 3,207 -------- ----- -------- -------- --------- Total net revenues... 33,689 281 33,725 28,863 62,624 -------- ----- -------- -------- --------- Cost of revenues: License--third parties............... 873 -- 873 79 952 License--related parties............... 39 -- 39 -- 39 Service--third parties............... 15,878 109 (245)(9) 15,742 8,046 23,788 Service--related parties............... 1,632 -- 1,632 -- 1,632 Application hosting.... -- -- -- 3,314 3,314 Non-cash compensation expense............... 2,040 56 255 (10) 2,351 116 2,467 -------- ----- -------- -------- --------- Total cost of revenues............ 20,462 165 20,637 11,555 32,192 -------- ----- -------- -------- --------- Gross profit............ 13,227 116 13,088 17,308 30,432 -------- ----- -------- -------- --------- Operating expenses: Sales and marketing: Non-cash compensation expense............. 1,488 16 72 (10) 1,304 2,701 4,205 Other sales and marketing........... 22,422 33 21,455 26,301 48,756 Research and development: Non-cash compensation expense............. 2,039 45 2,084 126 2,210 Other research and development......... 14,437 114 14,551 10,464 25,015 Purchased in-process research and development......... 4,234 -- 4,234 -- 4,234 General and administration: Non-cash compensation expense............. 689 -- 689 119 808 Other general and administration...... 5,493 50 5,543 7,002 12,545 Amortization of intangible assets..... 802 -- 1,795 (11) 2,597 -- 4,035 (7) 6,632 -------- ----- -------- -------- --------- Total operating expenses............ 51,604 258 53,657 46,713 104,405 -------- ----- -------- -------- --------- Loss from operations.... (38,377) (142) (40,569) (29,405) (73,973) Interest income (expense).............. (269) (1) (270) 1,736 1,466 Interest and other income, net............ 3,290 -- 3,290 5 3,295 -------- ----- -------- -------- --------- Loss before income taxes.................. (35,356) (143) (37,549) (27,664) (68,212) Provision for income taxes.................. -- -- -- (74) (74) -------- ----- -------- -------- --------- Net loss................ (35,356) (143) (37,549) (27,590) (68,138) Preferred stock dividend and BCF................ -- -- -- (41,234) (41,234) -------- ----- -------- -------- --------- Net loss attributable to common stockholders.... $(35,356) $(143) $(37,549) $(68,824) $(110,372) ======== ===== ======== ======== ========= Pro forma net loss per share: Basic and diluted...... $ (1.05) $ (2.39) Shares used to compute pro forma net loss per share basic and diluted................ 33,690 12,480 (8) 46,170
See accompanying notes to Unaudited Pro Forma Combined Condensed Financial Information for explanation of Pro Forma adjustments. 159 3 CHORDIANT SOFTWARE, INC. NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION (for the year ended December 31, 2000) NOTE 1--BASIS OF PRESENTATION: On July 19, 2000, Chordiant completed its acquisition of all the outstanding capital stock of White Spider. The White Spider acquisition was accounted for using the purchase method of accounting and, accordingly, the net assets and results of operations of White Spider have been included in the financial statements of Chordiant since the acquisition date. The Unaudited Pro Forma Combined Condensed Balance Sheet gives effect to the proposed acquisition of Prime Response as if it occurred on December 31, 2000 and combines the consolidated balance sheet of Chordiant as of December 31, 2000 and the consolidated balance sheet of Prime Response as of December 31, 2000. The Unaudited Pro Forma Combined Condensed Statement of Operations for the year ended December 31, 2000 gives effect to the Prime Response acquisition as if it had occurred on January 1, 2000 and presents the Unaudited Pro Forma Combined Condensed Statement of Operations of Chordiant for the year ended December 31, 2000 combined with the consolidated statement of operations of Prime Response for the year ended December 31, 2000. The Unaudited Pro Forma Combined Condensed Statement of Operations of Chordiant includes the historical results of operations of Chordiant for the year ended December 31, 2000 combined with the unaudited results of operations of White Spider for the period from January 1, 2000 to July 18, 2000 as if the White Spider acquisition occurred on January 1, 2000. The Unaudited Pro Forma Combined Condensed Financial Information is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the transactions had been consummated at the dates indicated, nor is it necessarily indicative of the future operating results or the financial position of the combined companies. NOTE 2--PURCHASE PRICE ALLOCATION: The Unaudited Pro Forma Combined Condensed Financial Information reflects a total purchase price for the Prime Response acquisition of approximately $44.5 million. The purchase price consists of 12,289,242 common shares valued at approximately $34.8 million, 1,367,464 options to purchase common shares of Chordiant at a weighted average exercise price of $11.94 per common share valued at approximately $3.2 million, 1,306,551 warrants to purchase common shares of Chordiant at a weighted exercise price of $14.14 per common share valued at approximately $3.5 million, and approximately $3.0 million in transaction costs. The value of Chordiant's common stock was based on a per share value of approximately $2.83 measured as the average fair market value of Chordiant's outstanding common stock from January 4, 2001 through January 10, 2001, two trading days before, the day of, and two days after the Merger Agreement was signed. The purchase price will be allocated to the assets acquired, including tangibles and intangible assets, and liabilities assumed based upon the fair value of such assets and liabilities on the date of acquisition. A valuation of the intangible assets acquired is being conducted by an independent third-party appraisal company and is expected to be completed prior to closing. In addition, management is in the process of assessing and formulating its integration plans, which are expected to include employee separations and elimination of duplicate facilities. The finalization of these plans could result in a material change to the estimate of accrued Prime Response-related restructuring charges. While the exact amount of the restructuring costs is not known, management believes that the costs could range between $3.0 million and $5.0 million. 160 4 CHORDIANT SOFTWARE, INC. NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION--(Continued) The purchase price has been preliminary allocated as follows (in thousands): Fair value of net tangible assets acquired and liabilities assumed.......................................................... $30,959 In-process research and development............................... 1,486 Purchased technology.............................................. 4,515 Workforce in place................................................ 2,740 Tradenames........................................................ 982 Goodwill.......................................................... 3,867 ------- $44,549 =======
The tangible assets consist primarily of cash and cash equivalents, account receivable, prepaid and other current assets and property and equipment. The liabilities assumed consist primarily of accounts payable, accrued expenses and deferred revenue. Prime Response is currently developing new products that qualify as in- process research and development. For the purposes of determining which projects qualified as in-process research and development, technological feasibility is defined as being equivalent to completion of design verification testing, when the design is finalized and ready for pilot testing. As of the date of this joint proxy statement/prospectus, Prime Response's in-process research and development efforts consisted of three projects for which the estimated state of completion is 47%, 21% and 79%, respectively. The applications from these in-process projects will be integrated into Prime Response products over the next several quarters. The efforts required to complete these projects include the completion of all planning, designing and testing activities that are necessary to establish that the product can be produced to meet its design requirements, including functions, features and technical performance requirements. The estimated value of the acquired in-process research and development was computed using a discounted cash flow analysis rate of 35% on the anticipated income stream of the related product revenues. The discounted cash flow analysis was based on management's forecast of future revenues, cost of revenues, and operating expenses related to the products and technologies purchased from Prime Response. The value of in-process research and development has been further reduced by the estimated value of core technology and will be expensed in the period the transaction is consummated. The calculation of value will be adjusted to reflect only the value creation efforts of Prime Response prior to the closing of the acquisition. The estimates used in valuing in-process research and development were based upon assumptions believed to be reasonable but which are inherently uncertain and unpredictable. Prime Response's assumptions may be incomplete and inaccurate, and Chordiant cannot be sure that unanticipated events and circumstances will not occur that affect the values of in-process research and development efforts. Accordingly, actual results may vary from projected results. Any such variances may result in a material adverse effect on Chordiant's financial condition and results of operations. The value allocated to the assembled workforce is attributable to the Prime Response workforce in place after the acquisition which eliminates the need to hire new replacement employees. The value was determined by estimating the cost involved in assembling a new workforce including costs of salaries, benefits, training and recruiting. The excess of purchase price over tangible and intangible assets acquired and liabilities assumed was recorded as goodwill. 161 5 CHORDIANT SOFTWARE, INC. NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION--(Continued) Based on the timing of the closing of the transaction, the finalization of the integration plans and other factors, the pro forma adjustments may differ materially from those presented in this pro forma financial information. A change in the pro forma adjustments would result in a reallocation of the purchase price affecting the value assigned to purchased in-process research and development and long-term assets. The income statement effect of these changes will depend on the nature and amount of the assets or liabilities adjusted. Two examples on how the pro forma combined condensed financial statements may be affected are as follows: . A $500,000 increase in the preliminary allocation to in-process research and development would result in a reallocation of the purchase price resulting in a $500,000 decrease in long-term assets, a corresponding $166,667 decrease to the annual amortization charge and an increase of $500,000 to the immediate charge for in-process research and development. . A $500,000 increase in the accrued restructuring charges would result in a $500,000 increase in long-term assets and a corresponding $166,667 increase to the annual amortization charge. NOTE 3--UNAUDITED PRO FORMA COMBINED CONDENSED NET LOSS PER SHARE: The shares used in computing net loss per share for the year ended December 31, 2000 is based upon Chordiant's historical weighted average common shares outstanding together with the shares issued in the White Spider and Prime Response acquisitions as if such shares were issued on January 1, 2000. Common stock issuable upon the exercise of stock options and warrants and the conversion of convertible debentures have not been included, as they are anti- dilutive. NOTE 4--PURCHASE ADJUSTMENTS: The following adjustments were applied to the pro forma combined condensed financial information: (1) To reflect the issuance of shares and options for the acquisition of Prime Response by Chordiant as if the acquisition occurred on December 31, 2000. (2) To record the accrual of estimated costs resulting from the acquisition including merger, integration and restructuring costs. It is anticipated that Chordiant will incur charges related to the business combination with Prime Response currently estimated to be $7.0 million of which $4.0 million relates to integration and restructuring costs and $3.0 million relates principally to financial advisory, accounting and legal fees. Actual amounts ultimately incurred could differ from estimated amounts. (3) To adjust the deferred revenue balance to the fair value of the remaining services to be provided by Prime Response under contractual terms. (4) To record intangible assets acquired at estimated fair values. (5) To eliminate Prime Response historical stockholders' equity. (6) To reclassify related parties transactions to conform with Chordiant's presentation of related parties transactions. (7) To record the amortization expense associated with intangible assets over their estimated useful life of three years as if the acquisition had occurred on January 1, 2000. (8) Pro forma weighted average number of shares include common stock issued by Chordiant to acquire White Spider and Prime Response as if the acquisitions had occurred on January 1, 2000. 162 6 CHORDIANT SOFTWARE, INC. NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION--(Continued) (9) To eliminate intercompany transactions. (10) To record amortization of unearned compensation resulting from the unvested options issued by Chordiant to acquire White Spider over the remaining vesting period as if the White Spider acquisition had occurred on January 1, 2000. Unvested options granted by Chordiant in exchange for outstanding unvested options held by employees of White Spider were included in the calculation of the purchase price of White Spider. To the extent that services are required after the consummation date in order to vest in the replacement options, a portion of the unvested options' intrinsic value was allocated to unearned stock based compensation and is amortized over the remaining vesting period as if the acquisition of White Spider had occurred on January 1, 2000. (11) To record the amortization expense associated with intangible assets resulting from the White Spider acquisition over their estimated life of three years as if the White Spider acquisition had occurred on January 1, 2000. 163 7 -----END PRIVACY-ENHANCED MESSAGE-----