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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): April 19, 2000
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VIGNETTE CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Delaware 000-25375 74-2769415
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
901 South Mopac Expressway, Austin, Texas 78746
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (512) 306-4300
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ITEM 5. OTHER EVENTS
On April 19, 2000, Vignette Corporation issued a press release announcing
first quarter sales and earnings, a copy of which is filed herewith as Exhibit
99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
Exhibit
Number Description
99.1 Text of Press Release dated April 19, 2000.
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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.
VIGNETTE CORPORATION
Date: April 24, 2000 By: /s/ Gregory A. Peters
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Gregory A. Peters
President, Chief Executive Officer
and Chairman of the Board
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EXHIBIT 99.1
Wednesday April 19, 4:13 pm Eastern Time
Company Press Release
SOURCE: Vignette Corporation
VIGNETTE CORPORATION ANNOUNCES RECORD FIRST QUARTER RESULTS
QUARTERLY REVENUE INCREASES 505% YEAR-OVER-YEAR, AND 35% SEQUENTIALLY QUARTER-
TO-QUARTER
AUSTIN, Texas, April 19 /PRNewswire/ -- Vignette Corporation (Nasdaq: VIGN -
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news) today announced that for the quarter ended March 31, 2000, total revenues
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increased 505% to $55.2 million from revenues of $9.1 million for the same
period in 1999. Operating loss from core operations for the first quarter, which
excludes acquisition-related charges, amortization of deferred stock
compensation, amortization of intangibles and interest income, was $5.3 million,
compared to a loss of $6.6 million for the same period in 1999. Net income from
core operations was $432,000 or $0.00 per share on a diluted basis, as compared
to a loss of $6.3 million or $(0.05) per share on a diluted basis, for the same
period in 1999. Reported net loss for the quarter was $83.5 million or $(0.47)
per share, compared to a net loss of $7.9 million or $(0.06) per share, for the
same period in 1999.
In an effort to provide a comparison with analyst models, the net loss per share
figures for the prior year have been presented on a pro forma basis, as if all
preferred shares were converted to common shares at the time of issuance. In
addition, the per share numbers included in this press release have been
adjusted to reflect the Company's three-for-one stock split which was effective
on April 14, 2000.
"In 2000, we are harnessing the true power of our business model and building
on the strong foundation we put in place last year," said Greg Peters,
President and CEO. "Today, we have more than 1,300 employees worldwide, a
rapidly expanding global presence, a revolutionary new eBusiness platform that
is being embraced by the market, and an ever-growing world-class group of
customers and partners. The opportunities before us are tremendous, and we
remain determined to execute on them aggressively."
FIRST QUARTER 2000 HIGHLIGHTS
Record Customer Orders
During the first quarter, Vignette continued to have a strong momentum by adding
119 new customers, raising the Company's total customer base to 665. New
customers included a broad range of high profile companies including: Hewlett-
Packard, Fidelity Investment Services, Best Buy Co. Inc., PlanetOutdoors.com,
Computerworld (an IDG company), Inc., Accumedia.com, Digital Convergence
Corporation, TRW, Telecheck Services Inc., E*OFFERING, AirTel, Lucent
Technologies, Navigant International Inc., Bain & Company Inc., Medweb.com,
myhelpdesk.com, Broadband Interactive Group, Edison Interactive Broadcast,
Ifilm, Fox Kids, Warner Music Group, Procter and Gamble, and Lifecast.com.
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The Company also realized significant orders from existing customers including:
Autodesk, British Telecom, Telecom Italia, Nokia (Europe), US West, Citicorp,
Dun & Bradstreet, Merrill Lynch, Paine Webber, Checkout.com, Electronic
Newsstand, Howtoguru.com, Pixelpark, Shell International, Volvo, Harrod's,
Bertelsmann AG, CBS Broadcasting Inc., Encyclopaedia Brittannica, Industry
Standard, iVillage Inc., Time Inc., and The Bureau of National Affairs.
New Product Offerings
On April 11, 2000, the Company launched the V/Series, a revolutionary new
software platform for building businesses online. The V/Series provides the
modular technology infrastructure and reusable eBusiness application framework
which enable companies to respond and adapt quickly to changing market demands.
The V/Series addresses the challenges of B2B and B2C business applications, each
of which involves intimately understanding customer needs, adapting to those
needs, communicating effectively and, ultimately, executing businesses online.
The V/Series allows customizable interactions with end-users via multiple
communication channels such as the Internet, e-mail, wireless phones and pagers
so that eBusinesses can provide a coherent experience to their online audiences.
Vignette also introduced the Vignette Application Foundation(TM) (VAF(TM)),
which is an open framework for building eBusiness applications. The VAF provides
eBusinesses with "configure and go" capabilities that help eBusinesses adapt
to changing market demands and enable customers to focus on strategic
development and deployment of business-critical eBusiness applications. With the
first release of the VAF comes the release of the Vignette Application Power
Pack (VAPP), a comprehensive set of reusable, cross-platform, packaged
application components, and the Company expects to see additional packaged
applications being built on top of VAF by the Company's customers and partners.
In addition, Vignette announced V2B Services, a unique eBusiness marketplace and
exchange for customers, consulting partners, and developers. Vignette V2B
Services is a one-stop destination for the information, products and services
necessary to build and maintain an eBusiness. V2B Services promotes product
education, vendor-to-customer communication, customer-to-customer communication
and industry cooperation through two components: V2B MarketPlace and V2B
Communities.
The Vignette Economy
In the first quarter, Vignette significantly expanded the Vignette Economy which
is the universe of partners whose businesses are impacted by Vignette's
business. The Company established or expanded relationships with Andersen
Consulting, Breakaway Solutions, IBM, Inforte and Sapient.
On April 10, 2000, Vignette announced a strategic alliance with Andersen
Consulting. The alliance couples Andersen Consulting's deep customer
relationship management skills with Vignette's leading eBusiness platform and
applications. As part of the alliance, the Vignette eBusiness platform and
applications will be showcased at Andersen Consulting solution centers. In
addition, more than 500 Andersen Consulting professionals will receive training
on Vignette solutions by year end.
Vignette Village 2000
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On April 10-12, 2000, more than 1,400 attendees gathered in Phoenix, Arizona for
the Company's annual international customer and partner conference, Vignette
Village. Greg Peters noted, "Bringing together over 1,400 attendees for an
event of this magnitude is indicative of the momentum of the company, the
enthusiasm of our customers for our products and the market acceptance of our
leading eBusiness platform."
Acquisitions
On February 15, 2000, Vignette completed the acquisition of DataSage, Inc., a
leading provider of eMarketing applications that provide organizations with deep
analytical and real-time personalization capabilities to create a comprehensive
single enterprise-wide view of their customers.
On January 18, 2000, the Company completed the acquisition of Engine 5, Ltd., a
pioneer in enterprise-wide Java server technology. The acquisition further
expanded the Company's leadership position in the eBusiness applications market
by accelerating the development of EJB and J2EE technologies and broadening
transaction and eCommerce capabilities.
About Vignette Corporation
Vignette Corporation is the leading supplier of eBusiness applications for
building online businesses. Vignette's products enable Internet businesses to
create and extend relationships with prospects and customers and ease high-
volume transaction exchanges with suppliers and partners, all of which enhances
customer satisfaction. Vignette powers more than 500 of the leading dot.com and
Fortune 500 eBusinesses. Headquartered in Austin, Texas, Vignette Corporation
has offices located throughout North America, Europe, Asia, and in Australia and
can be found on the Web at http://www.vignette.com.
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The statements contained in this earnings release that are not purely historical
are forward looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934, including statements regarding the Company's
expectations, beliefs, hopes, intentions or strategies regarding the future.
Forward looking statements include statements regarding future sales, market
growth, and competition. All forward looking statements included in this
earnings release are based upon information available to the Company as of the
date hereof, and the Company assumes no obligation to update any such forward
looking statement. Actual results could differ materially from the Company's
current expectations. Factors that could cause or contribute to such differences
include, but are not limited to, Future Losses, Limited Operating History,
Fluctuation of Quarterly Revenues and Operating Results, Competition, Dependence
on a Small Number of Large Orders, Lengthy Sales Cycle and Product
Implementation, Market Awareness of Our Product, Rapid Changes in E-
Relationships Technology and New Products, and other factors and risks discussed
in the Company's Registration Statement on Form S-1, as amended and filed with
the Securities and Exchange Commission and any reports filed from time to time
with the Securities and Exchange Commission.
NOTE: StoryServer, Vignette Syndication Server, VSS, Vignette Development
Center, VDC, Vignette Multi-Channel Server and Vignette are trademarks of
Vignette Corporation. All other names and terms in this release are trademarks
or registered trademarks of their respective companies.
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CONTACT: Joel G. Katz, Chief Financial Officer, 512-306-4622, or fax, 512-306-
4325, or [email protected], or Kellie R. Nugent, Investor Relations Manager,
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512-306-4541, or fax, 512-306-4325, or [email protected], or Mike Berman,
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Director, Public Relations, 512-306-4910, or fax, 512-306-4500, or
[email protected], all of Vignette Corporation.
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VIGNETTE CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands)
March 31, December 31,
2000 1999
(Unaudited)
ASSETS
Current assets:
Cash, cash equivalents and short-term
investments $ 418,425 $402,229
Accounts receivable, net 54,674 45,065
Prepaid expenses and other 7,038 5,588
Total current assets 480,137 452,882
Property and equipment, net 16,224 11,059
Investments 35,491 27,011
Intangibles, net 541,253 20,467
Other assets 2,588 3,311
Total assets $1,075,693 $514,730
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 42,616 $ 31,074
Deferred revenue 55,404 44,846
Current portion of long-term debt
and capital lease 260 254
Other current liabilities 2,228 1,497
Total current liabilities 100,508 77,671
Long-term debt and capital lease, less
current portion 171 --
Total liabilities 100,679 77,671
Stockholders' equity 975,014 437,059
Total liabilities and
stockholders' equity $1,075,693 $514,730
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VIGNETTE CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
Quarter Ended March 31,
2000 1999
(Unaudited)
Revenue:
Product license $ 29,148 $ 4,623
Services 26,081 4,509
Total revenue 55,229 9,132
Cost of revenue:
Product license 1,361 419
Services 19,689 4,469
Total cost of revenue 21,050 4,888
Gross profit 34,179 4,244
Operating expenses:
Research and development 7,534 2,725
Sales and marketing 27,072 6,553
General and administrative 4,890 1,611
Charge for purchased in-process
research and development,
acquisition-related, and other charges 56,475 --
Amortization of deferred stock compensation 1,681 1,669
Amortization of intangibles 26,081 --
Total operating expenses 123,733 12,558
Loss from operations (89,554) (8,314)
Other income, net 6,037 376
Net loss $(83,517) $ (7,938)
Pro forma basic and diluted
net loss per share (C) $(0.47) $(0.06)
Shares used in computing pro
forma basic and diluted net
loss per share 178,725 133,323
Supplemental Data (A)(B)(C):
Core operating loss (A) (5,317) (6,645)
Adjusted net income/(loss) applicable
to common stockholders (B) $ 432 $ (6,269)
Adjusted pro forma earnings/(loss) per share:
Basic $0.00 $(0.05)
Diluted $0.00 $(0.05)
Shares used in computing adjusted
pro forma earnings/(loss) per share:
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Basic 178,725 133,323
Diluted 221,605 133,323
(A) Excludes other income, charges for amortization of deferred stock
compensation, amortization of intangibles, purchased in-process research
and development, acquisition-related, and integration charges.
(B) Excludes charges for amortization of deferred stock compensation,
amortization of intangibles, purchased in-process research and
development, acquisition-related, and integration charges. Assumes an
effective tax rate of 40%.
(C) Pro forma assumes the conversion of redeemable convertible preferred
stock and convertible preferred stock into an equivalent number of common
stock at the time of issuance.
SOURCE: Vignette Corporation
