-----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, NWL1pnMNCozlzKi8GcEvhPOyRALX0NplGJEUVj6iczW7/Tc5w1YNdZ7oAcxruviD FXCdV6JSJJixSxRSBI4HOw== 0001157523-04-006922.txt : 20040728 0001157523-04-006922.hdr.sgml : 20040728 20040727173413 ACCESSION NUMBER: 0001157523-04-006922 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040727 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040728 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEOPLESOFT INC CENTRAL INDEX KEY: 0000875570 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 680137069 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20710 FILM NUMBER: 04934108 BUSINESS ADDRESS: STREET 1: 4460 HACIENDA DRIVE CITY: PLEASANTON STATE: CA ZIP: 94588-8618 BUSINESS PHONE: 925-225-3000 MAIL ADDRESS: STREET 1: 4460 HACIENDA DRIVE CITY: PLEASANTON STATE: CA ZIP: 94588-8618 8-K 1 a4689390.txt PEOPLESOFT 8-K ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 ----------- Date of Report (Date of earliest event reported): July 27, 2004 PEOPLESOFT, INC. (Exact name of registrant as specified in its charter) 0-20710 (Commission file number) Delaware 68-0137069 (State or other (I.R.S. Employer jurisdiction Identification of incorporation) Number) 4460 Hacienda Drive, 94588-8618 Pleasanton, CA (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code: (925) 225-3000 ================================================================================ ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. 99.1 Press release issued by PeopleSoft, Inc. dated July 27, 2004 ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On July 27, 2004, PeopleSoft, Inc. issued a press release announcing its earnings results for the second quarter of 2004. A copy of the press release is attached as Exhibit 99.1. 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. Dated: July 27, 2004 PEOPLESOFT, INC. By: /s/ KEVIN T. PARKER ----------------------------- Kevin T. Parker Executive Vice President, Finance and Administration, Chief Financial Officer EXHIBIT INDEX Exhibit Description - ------- ----------- 99.1 Press release issued by PeopleSoft, Inc. dated July 27, 2004 EX-99.1 2 a4689390ex99.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 PeopleSoft Reports Second Quarter 2004 Results PLEASANTON, Calif.--(BUSINESS WIRE)--July 27, 2004--PeopleSoft, Inc. (Nasdaq:PSFT) today announced its second quarter 2004 financial results. For the quarter ended June 30, 2004, the Company reported license revenue of $130 million and total revenue of $647 million. Pro forma net income was $51 million for the second quarter of 2004, compared to $54 million in the same period last year. Pro forma earnings per share were $0.14, compared with $0.17 in the same period last year. On a GAAP basis, net income for the second quarter of 2004 was $11 million compared with $37 million in the same period last year. GAAP earnings per share were $0.03 for the second quarter compared with $0.11 in the same period last year. Cash flow from operations in the second quarter of 2004 was $89 million. At June 30, 2004, the Company's cash and investment balances were $1.6 billion and Days Sales Outstanding for the quarter was 55 days. Pro forma results exclude restructuring charges and purchase accounting adjustments and other charges arising from the acquisition of J.D. Edwards, including the revenue impact of the deferred maintenance write-down to fair value, and the amortization of capitalized software and intangibles. Pro forma results also exclude costs directly associated with Oracle's hostile tender offer. Historical pro forma results have been adjusted to reflect this presentation. A reconciliation of the pro forma to GAAP financial measures in this press release is incorporated below and is available on our website at www.peoplesoft.com. Management Commentary "Our financial results in Q2 reflected the heavy media coverage of the United States of America versus Oracle trial," said President and CEO Craig Conway. "Clearly it was the elephant in the room for our customers. "Considering the extraordinary circumstances we were operating under, our performance was still solid with more than 160 new customers, and strong cash flow and bottom line earnings," Conway added. "We believe these signs point to strong performance when a decision is reached in this case and we are on a level playing field again." Customer Wins Leading organizations that chose PeopleSoft's applications during the quarter included: AmeriGas Propane, Blockbuster, Blue Cross Blue Shield of Florida, Carrefour, Casio Computer, Federal Signal, FedEx, Government of Puerto Rico Dept. of Treasury, ING Bank, Johnson Matthey, Kaiser Foundation Hospitals, Leggett & Platt, Lehman Brothers, Lennar, Medtronic, Nomura Holding America, Office of the Deputy Chief of Staff (US Army), Talkline, Total Fina Elf, Toyota Motor Manufacturing North America and the University of Vermont. Non-GAAP Financial Measures The Company utilizes non-GAAP financial measures in analyzing financial results because they are useful to investors and management in evaluating the Company's ongoing operational performance. These financial measures facilitate making period-to-period comparisons exclusive of the impact of certain events, such as the acquisition of J.D. Edwards, other restructuring charges, and the costs directly associated with responding to Oracle's hostile tender offer, which events might otherwise obscure the results of our core business when compared to our competitors or our own historical performance. In addition, presentation of these non-GAAP financial measures enables investors to evaluate the Company's performance under both the GAAP and pro forma measures that management and the Board of Directors use to evaluate the Company's performance. Where non-GAAP financial measures have been included in this press release, the Company has provided the comparable GAAP measure and, in the table below, reconciled the GAAP to the non-GAAP measures. A reconciliation of these GAAP to non-GAAP financial measures is also available on our web site at www.peoplesoft.com. PeopleSoft's non-GAAP financial measures are not prepared in accordance with generally accepted accounting principles and may be different from non-GAAP financial measures used by other companies. PeopleSoft's non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. The following table reconciles the non-GAAP financial measures to GAAP (in thousands except EPS): Q2 2004 Q2 2003 ----------------------- ---------------------- Net Income EPS Net Income EPS --------------- ------- ---------------------- Pro forma $50,536 $0.14 $53,783 $0.17 Revenue impact of deferred maintenance write-down (10,252) (0.03) Oracle costs (10,469) (0.03) (8,763) (0.03) Restructuring charges (2,460) (0.01) (8,486) (0.03) Amortization of capitalized software and intangible assets (16,377) (0.04) --------------- ------- ---------------------- GAAP $10,978 $0.03 $36,534 $0.11 =============== ======= ====================== Company to Host Conference Call PeopleSoft will host a conference call today, July 27, 2004, at 3:00 p.m. PT/6:00 p.m. ET to discuss the quarterly results. A live audio-only web cast of the call will be made available in the Investor Relations section of the Company's web site at www.peoplesoft.com. A replay of the call will be made available for seven days following the call and will be accessible on the Company's web site. About PeopleSoft PeopleSoft (Nasdaq:PSFT) is the world's second largest provider of enterprise application software with 12,200 customers in more than 25 industries and 150 countries. For more information, visit us at www.peoplesoft.com. PeopleSoft and the PeopleSoft logo are registered trademarks of PeopleSoft, Inc. All other Company and product names may be trademarks of their respective owners. Copyright (C) 2004 PeopleSoft, Inc. All rights reserved. Forward-Looking Statements This press release may contain forward-looking statements that state PeopleSoft's intentions, beliefs, expectations, or predictions for the future. You are cautioned that these statements are only predictions and may differ materially from actual future events or results. All forward-looking statements are only as of the date they are made and PeopleSoft undertakes no obligation to update or revise them. The specific forward-looking statements relate to such matters as the impact of PeopleSoft's combination with J.D. Edwards including the integration, the profitability of our international operations, and the combined Company's projected financial performance. Such forward-looking statements are subject to a number of risks, assumptions and uncertainties that could cause the PeopleSoft's actual results to differ materially from those projected in such forward-looking statements. These risks, assumptions and uncertainties include: the costs and disruption to our business arising from the Oracle hostile tender offer, the publicity surrounding the United States Department of Justice lawsuit against Oracle and the unknown outcome of that suit; our ability to successfully complete the integration of J.D. Edwards into PeopleSoft and to achieve anticipated synergies, economic and political conditions in the U.S. and abroad; the ability to complete and deliver products and services within currently estimated time frames and budgets; the ability to manage expenses effectively; the ability to achieve revenue from products and services that are under development; the competitive environment and pricing pressures; and other risks referenced from time to time in PeopleSoft's filings with the Securities and Exchange Commission. Please refer to PeopleSoft's most recent reports on Form 10-Q and Form 10-K for more information on the risk factors that could cause actual results to differ. Important Additional Information PeopleSoft has filed a Solicitation/Recommendation Statement on Schedule 14D-9 regarding Oracle's tender offer. PeopleSoft stockholders should read the Schedule 14D-9 (including any amendments) because these documents contain important information. The Schedule 14D-9 and other public filings made by PeopleSoft with the SEC are available without charge from the SEC's website at www.sec.gov and from PeopleSoft at www.peoplesoft.com. PEOPLESOFT, INC. CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (In thousands, except per share data) (unaudited) THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, 2004 2003 2004 2003 ---------- ---------- ---------- ---------- Revenues: License fees $130,016 $111,726 $260,902 $192,567 Maintenance revenue 302,248 205,563 599,098 405,484 Professional services revenue 215,001 180,153 430,384 359,647 ---------- ---------- ---------- ---------- Service revenues 517,249 385,716 1,029,482 765,131 ---------- ---------- ---------- ---------- Total revenues 647,265 497,442 1,290,384 957,698 Costs and expenses: Cost of license fees 24,773 9,563 48,147 18,289 Cost of services 226,442 166,698 449,408 330,167 Sales and marketing expense 176,590 131,492 345,761 251,050 Product development expense 137,938 84,646 265,312 168,351 General and administrative expense 63,162 41,024 122,237 74,039 Restructuring, acquisition and other charges 4,043 13,799 12,272 13,799 ---------- ---------- ---------- ---------- Total costs and expenses 632,948 447,222 1,243,137 855,695 ---------- ---------- ---------- ---------- Operating income 14,317 50,220 47,247 102,003 Other income, net 2,696 4,712 7,796 11,678 ---------- ---------- ---------- ---------- Income before provision for income taxes 17,013 54,932 55,043 113,681 Provision for income taxes 6,035 18,398 19,860 38,668 ---------- ---------- ---------- ---------- Net income $10,978 $36,534 $35,183 $75,013 ========== ========== ========== ========== Basic income per share $0.03 $0.12 $0.10 $0.24 ========== ========== ========== ========== Shares used in basic per share computation 363,566 315,707 362,664 315,302 ========== ========== ========== ========== Diluted income per share $0.03 $0.11 $0.10 $0.23 ========== ========== ========== ========== Shares used in diluted per share computation 368,517 318,630 369,741 319,299 ========== ========== ========== ========== PEOPLESOFT, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except employee count) (unaudited) JUNE 30, DECEMBER 31, 2004 2003 ----------- ------------- Assets: Current assets: Cash and cash equivalents $542,467 $439,385 Short-term investments and restricted cash 1,034,255 961,906 Accounts receivable, net 395,757 462,528 Income taxes receivable 11,671 18,749 Deferred tax assets 43,497 58,630 Prepaid expenses and other current assets 66,616 69,997 ----------- ------------- Total current assets 2,094,263 2,011,195 Property and equipment, net 482,365 448,211 Long term investments 40,713 29,219 Deferred tax assets 56,698 42,049 Capitalized software, net 204,483 234,217 Goodwill 1,002,977 1,005,660 Other intangible assets, net 413,351 444,991 Other assets 10,291 9,186 ----------- ------------- Total assets $4,305,141 $4,224,728 =========== ============= Liabilities and Stockholders' Equity: Current liabilities: Accounts payable $45,043 $51,190 Accrued liabilities 150,823 158,360 Restructuring reserves 50,622 78,250 Accrued compensation and related expenses 186,906 224,983 Income taxes payable 64,680 106,355 Short-term deferred revenues 669,692 588,590 ----------- ------------- Total current liabilities 1,167,766 1,207,728 Long-term deferred revenues 118,081 119,896 Other liabilities 39,496 37,655 ----------- ------------- Total liabilities 1,325,343 1,365,279 Stockholders' equity: Common stock 3,828 3,776 Additional paid-in capital 2,600,103 2,508,995 Retained earnings 720,030 684,847 Treasury stock (387,714) (387,046) Accumulated other comprehensive income 43,551 48,877 ----------- ------------- Total stockholders' equity 2,979,798 2,859,449 ----------- ------------- Total liabilities and stockholders' equity $4,305,141 $4,224,728 =========== ============= Worldwide employee count 11,461 12,163 PEOPLESOFT, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (unaudited) SIX MONTHS ENDED JUNE 30, ----------------------- 2004 2003 ----------- ----------- Operating activities: Net income $35,183 $75,013 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 111,790 56,710 Provision for doubtful accounts 3,606 5,544 Tax benefits from employee stock transactions 8,652 3,585 Provision for deferred income taxes 688 7,739 Loss (gain) on sales of investments and disposition of property and equipment, net 81 (1,289) Non-cash stock compensation 7,073 4,628 Non-cash restructuring, acquisition and other charges 3,972 1,722 Changes in operating assets and liabilities: Accounts receivable 56,977 45,350 Accounts payable and accrued liabilities (39,422) 10,735 Accrued compensation and related expenses (37,343) (26,157) Income taxes, net (34,763) (23,529) Deferred revenues 83,192 26,439 Other 5,066 6,769 ----------- ----------- Net cash provided by operating activities 204,752 193,259 Investing activities: Purchase of available-for-sale investments (3,301,158) (6,822,384) Proceeds from sales and maturities of investments 3,215,911 6,732,056 Purchases of property and equipment (88,938) (213,801) ----------- ----------- Net cash used in investing activities (174,185) (304,129) Financing activities: Net proceeds from employee stock transactions 74,509 49,145 ----------- ----------- Net cash provided by financing activities 74,509 49,145 Effect of foreign exchange rate changes on cash and cash equivalents (1,994) 15,241 ----------- ----------- Net increase (decrease) in cash and cash equivalents 103,082 (46,484) Cash and cash equivalents at beginning of period 439,385 319,344 ----------- ----------- Cash and cash equivalents at end of period $542,467 $272,860 ----------- ----------- CONTACT: PeopleSoft Bob Okunski, 877-528-7413 (Investor Relations) bob_okunski@peoplesoft.com Steve Swasey, 925-694-5230 (Public Relations) steve_swasey@peoplesoft.com -----END PRIVACY-ENHANCED MESSAGE-----