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FORM 8-K
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Delaware
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000-50463
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77-0438629
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(State or other jurisdiction
of incorporation)
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(Commission
file number)
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(I.R.S. Employer
Identification No.)
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.02.
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Results of Operations and Financial Condition
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Item 9.01.
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Financial Statements and Exhibits
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(d)
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Exhibits
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Exhibit
Number |
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Description
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Press Release of Callidus Software Inc. dated May 3, 2016.
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CALLIDUS SOFTWARE INC.
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Date: May 3, 2016
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By:
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/s/ Bob L. Corey
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Bob L. Corey
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||
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Executive Vice President, Chief Financial Officer
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Exhibit
Number |
|
Description
|
|
Press Release of Callidus Software Inc. dated May 3, 2016.
|
- | Q1 SaaS Revenue Increases 38% to $34.5 Million |
- | Q1 Non-GAAP Earnings per Share Increases 50% to $0.06 |
- | Operating Cash Flow of $6.1 Million |
· | Recurring revenue gross margin was 74%, compared to 71% for the same quarter in the prior year. |
· | Overall gross margin was 62%, compared to 60% for the same quarter in the prior year. |
· | Operating loss was $4.6 million compared to $3.6 million for the same quarter in the prior year. |
· | Net loss was $4.5 million, or ($0.08) on a per share basis, compared to net loss of $4.0 million, or ($0.08) on a per share basis for the same quarter in the prior year. |
· | Recurring revenue gross margin was 77%, compared to 74% for the same quarter in the prior year. |
· | Overall gross margin was 66%, compared to 63% for the same quarter in the prior year. |
· | Operating income was $3.3 million, compared to $2.5 million for the same quarter in the prior year. |
· | Net income was $3.3 million, or $0.06 per fully diluted share, compared to $2.0 million, or $0.04 per fully diluted share, for the same quarter in the prior year. |
· | CallidusCloud announced a new Internet of Things platform at the company's London and Frankfurt stops of its C3 user conference in front of packed houses. The new platform will provide customers with an innovative way to connect millions of devices to their Lead to Money applications to sell faster and transform customer experience. |
· | CallidusCloud also announced at its European C3 conferences a brand-new solution to optimize the onboarding and management of channel sales professionals, enabling businesses to grow channel revenues faster while reducing operating costs. |
· | Leading research analyst, Gartner Inc., published its Magic Quadrant review of the Sales Performance Management market. For the third successive report CallidusCloud was positioned in the 'Leaders' quadrant. |
· | CallidusCloud was selected as a finalist in three categories in the prestigious SIIA CODIE awards. The company's Litmos mobile learning solution is a finalist in the 'Best Education Cloud-based Solution', 'Best Health & Medical Information Solution' and 'Corporate/Workforce Learning Solution' categories. |
· | CalliudusCloud was again awarded a coveted spot on the CRM Watchlist. The 2016 CRM Watchlist was drawn from submissions by over 130 leading companies. The prestigious awards, compiled by 56 Group President Paul Greenberg, are reserved for only the companies making the biggest impact on the CRM market. |
CALLIDUS SOFTWARE INC.
|
||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
|
||||||||
(In thousands, except per share data)
|
||||||||
(unaudited)
|
||||||||
Three Months Ended March 31,
|
||||||||
2016
|
2015
|
|||||||
Revenue:
|
||||||||
Recurring
|
$
|
37,606
|
$
|
28,893
|
||||
Services and license
|
10,772
|
10,852
|
||||||
Total revenue
|
48,378
|
39,745
|
||||||
Cost of revenue:
|
||||||||
Recurring
|
9,962
|
8,358
|
||||||
Services and license
|
8,261
|
7,661
|
||||||
Total cost of revenue
|
18,223
|
16,019
|
||||||
Gross profit
|
30,155
|
23,726
|
||||||
Operating expenses:
|
||||||||
Sales and marketing
|
18,903
|
13,726
|
||||||
Research and development
|
7,242
|
6,038
|
||||||
General and administrative
|
8,255
|
7,418
|
||||||
Restructuring and other
|
316
|
116
|
||||||
Total operating expenses
|
34,716
|
27,298
|
||||||
Operating loss
|
(4,561
|
)
|
(3,572
|
)
|
||||
Interest income and other income (expense), net
|
225
|
(190
|
)
|
|||||
Interest expense
|
(43
|
)
|
(67
|
)
|
||||
Loss before provision for income taxes
|
(4,379
|
)
|
(3,829
|
)
|
||||
Provision for income taxes
|
156
|
214
|
||||||
Net loss
|
$
|
(4,535
|
)
|
$
|
(4,043
|
)
|
||
Net loss per share
|
||||||||
Basic and Diluted
|
$
|
(0.08
|
)
|
$
|
(0.08
|
)
|
||
Weighted average shares used in computing net loss per share:
|
||||||||
Basic and Diluted
|
56,690
|
50,709
|
CALLIDUS SOFTWARE INC.
|
||||||||
CONDENSED CONSOLIDATED BALANCE SHEETS
|
||||||||
(In thousands)
|
||||||||
(unaudited)
|
||||||||
|
||||||||
March 31,
2016
|
December 31,
2015
|
|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
81,830
|
$
|
77,232
|
||||
Short-term investments
|
20,074
|
19,977
|
||||||
Accounts receivable, net
|
42,737
|
43,461
|
||||||
Prepaid and other current assets
|
10,888
|
11,385
|
||||||
Total current assets
|
155,529
|
152,055
|
||||||
Property and equipment, net
|
23,921
|
20,540
|
||||||
Goodwill
|
49,825
|
50,146
|
||||||
Intangible assets, net
|
13,852
|
14,885
|
||||||
Deposits and other assets
|
3,993
|
4,016
|
||||||
Total assets
|
$
|
247,120
|
$
|
241,642
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
3,442
|
$
|
3,636
|
||||
Accrued payroll and related expenses
|
9,322
|
12,510
|
||||||
Accrued expenses
|
13,392
|
11,017
|
||||||
Deferred revenue
|
78,301
|
74,644
|
||||||
Total current liabilities
|
104,457
|
101,807
|
||||||
Deferred revenue, noncurrent
|
4,373
|
5,186
|
||||||
Deferred income taxes, noncurrent
|
1,441
|
1,477
|
||||||
Other noncurrent liabilities
|
6,074
|
4,371
|
||||||
Total liabilities
|
116,345
|
112,841
|
||||||
Stockholders' equity:
|
||||||||
Common stock
|
57
|
56
|
||||||
Additional paid-in capital
|
435,631
|
428,776
|
||||||
Treasury stock
|
(14,430
|
)
|
(14,430
|
)
|
||||
Accumulated other comprehensive loss
|
(2,082
|
)
|
(1,735
|
)
|
||||
Accumulated deficit
|
(288,401
|
)
|
(283,866
|
)
|
||||
Total stockholders' equity
|
130,775
|
128,801
|
||||||
Total liabilities and stockholders' equity
|
$
|
247,120
|
$
|
241,642
|
CALLIDUS SOFTWARE INC.
|
||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||||||
(In thousands)
|
||||||||
(uanudited)
|
||||||||
Three Months Ended March 31,
|
||||||||
|
2016
|
2015 | ||||||
Cash flows from operating activities:
|
||||||||
Net loss
|
$
|
(4,535
|
)
|
$
|
(4,043
|
)
|
||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Depreciation expense
|
1,688
|
1,387
|
||||||
Amortization of intangible assets
|
1,360
|
1,288
|
||||||
Provision for doubtful accounts
|
529
|
94
|
||||||
Stock-based compensation
|
6,453
|
4,817
|
||||||
Deferred income taxes
|
71
|
(59
|
)
|
|||||
Loss on foreign currency from marked-to-market derivative
|
78
|
-
|
||||||
Excess tax benefits from stock-based compensation
|
(21
|
)
|
-
|
|||||
Loss on disposal of property and equipment
|
-
|
6
|
||||||
Net amortization on investments
|
(45
|
)
|
5
|
|||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
195
|
3,350
|
||||||
Prepaid and other current assets
|
437
|
(230
|
)
|
|||||
Other noncurrent assets
|
(3
|
)
|
247
|
|||||
Accounts payable
|
(558
|
)
|
2,089
|
|||||
Accrued expenses and other liabilities
|
1,073
|
(781
|
)
|
|||||
Accrued payroll and related expenses
|
(3,188
|
)
|
(939
|
)
|
||||
Accrued restructuring and other expenses
|
(266
|
)
|
-
|
|||||
Deferred revenue
|
2,844
|
772
|
||||||
Net cash provided by operating activities
|
6,112
|
8,003
|
||||||
Cash flows from investing activities:
|
||||||||
Purchases of investments
|
(3,700
|
)
|
-
|
|||||
Proceeds from maturities and sale of investments
|
3,600
|
-
|
||||||
Purchases of property and equipment (net)
|
(1,521
|
)
|
(7,063
|
)
|
||||
Purchases of intangible assets
|
(267
|
)
|
(234
|
)
|
||||
Net cash (used in) investing activities
|
(1,888
|
)
|
(7,297
|
)
|
||||
Cash flows from financing activities:
|
||||||||
Proceeds from follow-on offering, net of issuance costs
|
-
|
64,370
|
||||||
Proceeds from issuance of common stock
|
1,467
|
1,581
|
||||||
Restricted stock units acquired to settle employee withholding liability
|
(1,085
|
)
|
(1,959
|
)
|
||||
Excess tax benefits from stock-based compensation
|
21
|
-
|
||||||
Payment of consideration related to acquisitions
|
(104
|
)
|
(226
|
)
|
||||
Payment of principal under capital leases
|
-
|
(112
|
)
|
|||||
Net cash provided by financing activities
|
299
|
63,654
|
||||||
Effect of exchange rates on cash and cash equivalents
|
75
|
(35
|
)
|
|||||
Net increase in cash and cash equivalents
|
4,598
|
64,325
|
||||||
Cash and cash equivalents at beginning of period
|
77,232
|
34,200
|
||||||
Cash and cash equivalents at end of period
|
$
|
81,830
|
$
|
98,525
|
CALLIDUS SOFTWARE INC.
|
||||||||
GAAP TO NON-GAAP ADJUSTMENT SUMMARY
|
||||||||
(In thousands)
|
||||||||
(unaudited)
|
||||||||
GAAP to Non-GAAP adjustments include stock-based compensation, amortization of acquired intangible assets, patent litigation and settlement costs and estimates, acquisition-related costs and restructuring and other expenses as follows:
|
||||||||
Three Months Ended
March 31, |
||||||||
2016
|
2015
|
|||||||
Cost of revenues:
|
||||||||
Recurring
|
$
|
1,164
|
$
|
919
|
||||
Services and license
|
512
|
352
|
||||||
Operating expenses:
|
||||||||
Sales and marketing
|
2,450
|
1,783
|
||||||
Research and development
|
1,170
|
797
|
||||||
General and administrative
|
2,230
|
2,062
|
||||||
Restructuring and other
|
316
|
116
|
||||||
Total
|
$
|
7,842
|
$
|
6,029
|
CALLIDUS SOFTWARE INC.
|
||||||||
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
|
||||||||
(unaudited)
|
||||||||
(In thousands, except for percentages)
|
||||||||
Three Months Ended
|
||||||||
March 31,
|
||||||||
2016
|
2015
|
|||||||
Non-GAAP gross profit reconciliation
|
||||||||
Gross profit
|
$
|
30,155
|
$
|
23,726
|
||||
Gross margin
|
62
|
%
|
60
|
%
|
||||
Add back:
|
||||||||
Non-cash stock-based compensation
|
1,021
|
630
|
||||||
Non-cash amortization of acquired
|
||||||||
intangible assets
|
654
|
641
|
||||||
Non-GAAP gross profit
|
$
|
31,830
|
$
|
24,997
|
||||
Gross margin
|
66
|
%
|
63
|
%
|
||||
Non-GAAP recurring revenue gross profit reconciliation
|
||||||||
Recurring revenue gross profit
|
$
|
27,644
|
$
|
20,535
|
||||
Recurring revenue gross margin
|
74
|
%
|
71
|
%
|
||||
Add back:
|
||||||||
Non-cash stock-based compensation
|
509
|
288
|
||||||
Non-cash amortization of acquired
|
||||||||
intangible assets
|
654
|
631
|
||||||
Non-GAAP recurring revenue gross profit
|
$
|
28,807
|
$
|
21,454
|
||||
Recurring revenue gross margin
|
77
|
%
|
74
|
%
|
||||
Non-GAAP operating expense reconciliation:
|
||||||||
Operating expenses
|
$
|
34,716
|
$
|
27,298
|
||||
Operating expenses, as a % of total
|
||||||||
revenues
|
72
|
%
|
69
|
%
|
||||
Subtract:
|
||||||||
Non-cash stock-based compensation
|
(5,431
|
)
|
(4,187
|
)
|
||||
Non-cash amortization of acquired
|
||||||||
intangible assets
|
(378
|
)
|
(418
|
)
|
||||
Patent litigation and settlement costs
|
(28
|
)
|
(37
|
)
|
||||
Acquisition costs
|
(13
|
)
|
-
|
|||||
Restructuring
|
(316
|
)
|
(116
|
)
|
||||
Non-GAAP operating expenses
|
$
|
28,550
|
$
|
22,540
|
||||
Non-GAAP Operating expenses, as a %
|
||||||||
of total revenues
|
59
|
%
|
57
|
%
|
CALLIDUS SOFTWARE INC.
|
||||||||
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
|
||||||||
(unaudited)
|
||||||||
(In thousands, except for percentages and per share data)
|
||||||||
Three Months Ended
March 31,
|
||||||||
2016
|
2015
|
|||||||
Non-GAAP operating income (loss) reconciliation:
|
||||||||
Operating loss
|
$
|
(4,561
|
)
|
$
|
(3,572
|
)
|
||
Operating loss, as a % of total
|
||||||||
revenues
|
(9
|
)%
|
(9
|
)%
|
||||
Add back:
|
||||||||
Non-cash stock-based compensation
|
6,452
|
4,817
|
||||||
Non-cash amortization of acquired
|
||||||||
intangible assets
|
1,032
|
1,059
|
||||||
Patent litigation and settlement costs
|
28
|
37
|
||||||
Acquisition costs
|
13
|
-
|
||||||
Restructuring
|
316
|
116
|
||||||
Non-GAAP operating income
|
$
|
3,280
|
$
|
2,457
|
||||
Non-GAAP Operating income (loss), as a %
|
|
|||||||
of total revenues
|
7
|
%
|
6
|
%
|
||||
Non-GAAP net income (loss) reconciliation:
|
||||||||
Net loss
|
$
|
(4,535
|
)
|
$
|
(4,043
|
)
|
||
Net loss, as a % of total
|
||||||||
revenues
|
(9
|
)%
|
(10
|
)%
|
||||
Add back:
|
||||||||
Non-cash stock-based compensation
|
6,452
|
4,817
|
||||||
Non-cash amortization of acquired
|
||||||||
intangible assets
|
1,032
|
1,059
|
||||||
Patent litigation and settlement costs
|
28
|
37
|
||||||
Acquisition costs
|
13
|
-
|
||||||
Restructuring
|
316
|
116
|
||||||
Non-GAAP net income
|
$
|
3,306
|
$
|
1,986
|
||||
Non-GAAP Net income (loss), as a %
|
||||||||
of total revenues
|
7
|
%
|
5
|
%
|
||||
Non-GAAP net income (loss) per share reconciliation:
|
||||||||
Net loss per basic and diluted share
|
$
|
(0.08
|
)
|
$
|
(0.08
|
)
|
||
Add back:
|
||||||||
Non-cash stock-based compensation
|
0.11
|
0.10
|
||||||
Non-cash amortization of acquired
|
||||||||
intangible assets
|
0.02
|
0.02
|
||||||
Patent litigation and settlement costs
|
-
|
-
|
||||||
Acquisition costs
|
-
|
-
|
||||||
Restructuring
|
0.01
|
-
|
||||||
Non-GAAP net income per diluted share
|
$
|
0.06
|
$
|
0.04
|
||||
Basic and fully diluted shares reconciliation:
|
||||||||
Basic shares
|
56,690
|
50,709
|
||||||
Add back:
|
||||||||
Weighted average effect of dilutive securities
|
1,401
|
1,746
|
||||||
Diluted shares
|
58,091
|
52,455
|
Three Months Ended
June 30, 2016 |
||||||||
GAAP
|
Non-GAAP
|
|||||||
Total revenue
|
$
|
49,600 - $50,600
|
$
|
49,600 - $50,600
|
||||
Operating income (loss) (a)
|
$
|
(6,020) - ($7,100)
|
|
$
|
2,700 - $3,700
|
|||
Net income (loss) per diluted share (c)
|
$
|
(0.11) - ($0.13)
|
$
|
0.04 - $0.06
|
Twelve Months Ended
December 31, 2016
|
||||||||
GAAP
|
Non-GAAP
|
|||||||
Total revenue
|
$
|
206,000 - $210,000
|
$
|
206,000 - $210,000
|
||||
Operating income (loss) (b)
|
$
|
(15,000) - ($18,000)
|
$
|
17,000 - $19,000
|
||||
Net income (loss) per diluted share (c)
|
$
|
(0.29) - ($0.33)
|
$
|
0.25 - $0.29
|
(a) | Estimated non-GAAP amounts above for the three months ending June 30, 2016 reflect adjustments that exclude the estimated amortization of acquired intangible assets of approximately $1.4 - $1.6 million, estimated stock-based compensation expense of approximately $7.6 – $7.9 million, patent litigation costs and restructuring and other expenses of approximately $0.2 – $0.6 million, and approximately $0.1 million in expense related to BridgeFront acquisition earnout. |
(b) | Estimated non-GAAP amounts above for the twelve months ending December 31, 2016 reflect adjustments that exclude the estimated amortization of acquired intangible assets of approximately $5.0 - $5.5 million, estimated stock-based compensation expense of approximately $27.0 - $28.0 million, patent litigation costs, restructuring and other expenses of approximately $1.0 - $1.5 million, and approximately $0.3 million in expense related to BridgeFront acquisition earnout. |
(c) | Non-GAAP fully diluted share count is between 58.5 million and 60.0 million. GAAP share count is between 57.0 million and 58.5 million. |