8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

July 22, 2003

Date of Report (Date of earliest event reported)

BLUE MARTINI SOFTWARE, INC.

(Exact name of Registrant as specified in its charter)

Delaware	0-30925	94-3319751
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification Number)

2600 Campus Drive

San Mateo, California 94403

(Address of principal executive offices, including zip code)

(650) 356-4000

(Registrant’s telephone number, including area code)

Item 9. Regulation FD Disclosure.

This Form 8-K is being furnished to report information pursuant to Item 12—Disclosure of Results of Operations and Financial Condition. See Item 12 below.

Item 12. Disclosure of Results of Operations and Financial Condition.

On July 22, 2003, Blue Martini Software, Inc. issued a press release announcing financial results for the second quarter of 2003. A copy of the press release is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

Item 7. Financial Statements and Exhibits.

(c)  Exhibits.

Exhibit	Description of Document
99.1	Press Release, dated July 22, 2003, entitled “Blue Martini Software Announces Financial Results for the Second Quarter of 2003.”

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

BLUE MARTINI SOFTWARE, INC. (Registrant)
Dated:  July 22, 2003
By:	/S/    MONTE ZWEBEN
	Monte Zweben Chief Executive Officer

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INDEX TO EXHIBITS

Exhibit	Description of Document
99.1	Press Release, dated July 22, 2003, entitled “Blue Martini Software Announces Financial Results for the Second Quarter of 2003.”

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EX-99.1

Exhibit 99.1

BLUE MARTINI SOFTWARE ANNOUNCES FINANCIAL RESULTS FOR THE

SECOND QUARTER OF 2003

Improved License Revenue, Net Loss And Cash Burn

SAN MATEO, Calif., (July 22, 2003)—Blue Martini Software, Inc. (NASDAQ: BLUE) today reported financial results for the second quarter of 2003. Total revenues were $7.9 million for the second quarter of 2003 compared to $8.5 million for the second quarter of 2002 and $7.7 million for the first quarter of 2003. License revenues for the second quarter of 2003 were $2.5 million, an increase from $1.6 million for the second quarter of 2002 and from $1.8 million for the first quarter of 2003.

Blue Martini Software reported net loss of $4.7 million, or $0.45 per share, for the second quarter of 2003, an improvement over net loss of $13.1 million, or $1.28 per share, for the second quarter of 2002 and net loss of $5.4 million, or $0.51 per share, for the first quarter of 2003.

Blue Martini Software had cash, cash equivalents and short-term investments totaling $51.6 million at June 30, 2003, a decrease of $4.3 million in the second quarter of 2003, an improvement over the decrease of $10.1 million in the second quarter of 2002 and the decrease of $4.9 million in the first quarter of 2003.

“I am pleased with the significant increase in our license revenues and the continued improvement in both net loss and cash burn,” said Monte Zweben, Chairman and CEO, Blue Martini Software. “As we committed last quarter, we have increased our license revenues by 43% over last quarter and 58% over the prior year—reflecting customers’ increasing adoption of our intelligent selling systems—while continuing to manage the business prudently. We remain focused on improving execution and increasing license revenues.”

For additional information on Blue Martini Software’s reported results, see the accompanying financial tables.

Blue Martini Software’s second-quarter financial results will be discussed Tuesday, July 22, 2003 at 4:30 pm ET (1:30 pm PT) and available by calling (703) 871-3597 at least 5 minutes prior to the start time, or by logging in to the investor relations section at www.bluemartini.com. A replay of the webcast will be available for at least three months at the Company’s website or by dialing 703-925-2533, passcode # 825967.

About Blue Martini Software:  Blue Martini Software is the leading provider of intelligent selling systems. Innovative companies use our software to slash sales costs and improve customer and channel loyalty. Blue Martini intelligent selling systems deliver the expertise of a company’s best sales and marketing people through advisory applications for customers, sales people and partners. Our software uses

unique “decide and act” capabilities to monitor key customer events and transitions, suggest optimal multi-channel responses, guide transactions, and measure the effectiveness of each action. Our customers include Carrefour, Debenhams, DuPont, Hewlett-Packard, Kohl’s, Lanier, Menards, Panasonic, Rhodia and Saks Fifth Avenue. With worldwide headquarters in San Mateo, California, Blue Martini Software can be reached at 650-356-4000 or www.bluemartini.com.

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Note to editors: “Blue Martini” and “Blue Martini Software” are trademarks of Blue Martini Software, 2600 Campus Drive, San Mateo, CA 94403. Other product and company names mentioned in this news release may be the trademarks of their respective owners and are mentioned for identification purposes only.

This news release regarding Blue Martini Software’s second-quarter 2003 financial results includes forward-looking statements, based on current expectations, that involve risks, uncertainties and other factors that could cause actual results to differ materially from those referred to in the forward-looking statements. Such factors include, but are not limited to: risks associated with the development and licensing of software generally, including potential delays in software development or release and technical difficulties in software deployment or use; competition and technological changes and developments; and financial and other impacts of staffing reductions and other cost control measures. Details on these risks are set forth in Blue Martini Software’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission (“SEC”). These filings are available on a website maintained by the SEC at www.sec.gov. Blue Martini Software assumes no obligation to update the information in this news release.

Contacts:

Investors:  Tracy Vernali, 650-356-7638 or ir@bluemartini.com

Media:  Michael Londgren, 650-356-4072 or londgren@bluemartini.com

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FINANCIAL TABLES FOLLOW

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BLUE MARTINI SOFTWARE, INC.

Condensed Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2003			2002			2003			2002
Revenues:
License	$	2,510		$	1,584		$	4,266		$	2,613
Service		5,363			6,940			11,264			14,420
Total revenues		7,873			8,524			15,530			17,033
Cost of revenues:
License		355			1,159			673			1,780
Service		3,675			5,392			7,792			10,614
Total cost of revenues		4,030			6,551			8,465			12,394
Gross profit		3,843			1,973			7,065			4,639
Operating expenses:
Sales and marketing		4,840			8,155			9,093			15,086
Research and development		2,418			3,864			4,902			7,409
General and administrative		1,715			1,925			3,519			3,561
Amortization of deferred stock compensation		299			909			767			(1,109	)
Charges (benefit) relating to Cybrant acquisition		(571	)		800			(571	)		800
Restructuring charges		180			—			180			703
Total operating expenses		8,881			15,653			17,890			26,450
Loss from operations		(5,038	)		(13,680	)		(10,825	)		(21,811	)
Interest income and other, net		289			594			645			1,471
Net loss	$	(4,749	)	$	(13,086	)	$	(10,180	)	$	(20,340	)
Basic and diluted net loss per common share	$	(0.45	)	$	(1.28	)	$	(0.96	)	$	(2.06	)
Shares used in computing basic and diluted net loss per common share		10,640			10,200			10,595			9,880

BLUE MARTINI SOFTWARE, INC.

Condensed Consolidated Balance Sheets

(In thousands)

(Unaudited)

	June 30,			December 31,
	2003			2002
ASSETS
Current assets:
Cash, cash equivalents and short-term investments	$	51,592		$	60,750
Accounts receivable, net		4,730			5,766
Prepaid expenses and other current assets		1,182			1,575
Total current assets		57,504			68,091
Property and equipment, net		528			599
Intangible and other assets, net		656			902
Total assets	$	58,688		$	69,592
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	560		$	706
Accrued employee compensation		5,249			5,603
Accrued restructuring charges		1,090			1,045
Other current liabilities		3,712			5,396
Deferred revenues		4,348			3,306
Total current liabilities		14,959			16,056
Accrued restructuring charges, less current portion		1,896			2,431
Total liabilities		16,855			18,487
Stockholders’ equity:
Common stock and additional paid-in-capital (10,699 and 10,564 shares outstanding in 2003 and 2002, respectively)		255,339			255,301
Deferred stock compensation		(266	)		(1,311	)
Accumulated other comprehensive income		(61	)		114
Accumulated deficit		(213,179	)		(202,999	)
Total stockholders’ equity		41,833			51,105
Total liabilities and stockholders’ equity	$	58,688		$	69,592