PORTAL SOFTWARE INC
8-K, 1999-05-21
COMPUTER PROGRAMMING SERVICES
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<PAGE>
 
                     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): May 20, 1999



                            PORTAL SOFTWARE, INC.
             (Exact Name of Registrant as Specified in Charter)


         Delaware                  000-25829                   77-0369737
(State or Other Jurisdiction    (Commission File             (IRS Employer
       of Incorporation)             Number)               Identification No.)
 

                        20883 Stevens Creek Boulevard
                        Cupertino, California  95014
        (Address of Principal Executive Offices, Including Zip Code)


     Registrant's telephone number, including area code: (408) 343-4400
<PAGE>
 
Item 5.       Other Events

On May 20, 1999, Portal Software, Inc. ("Portal") announced its financial
results for the first quarter ended April 30, 1999.

Item 7.       Financial Statements, Pro Forma Financial Information and Exhibits


Exhibit 99.1  Press Release dated May 20, 1999

                                 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.

                                PORTAL SOFTWARE, INC.
 
Dated:  May 20, 1999            By:  /s/ JACK L. ACOSTA
                                   --------------------------
                                     Jack L. Acosta
                                     Chief Financial Officer
                                     and Vice President, Finance
<PAGE>
 
                                 EXHIBIT INDEX

Exhibit                     Description
- -------                     -----------

99.1               Press Release dated May 20, 1999

<PAGE>
 
                                                                    Exhibit 99.1

                    [LETTERHEAD OF PORTAL SOFTWARE, INC.]


               Portal Software Announces First Quarter Results
- --------------------------------------------------------------------------------

Cupertino, Calif., (May 20, 1999) Portal Software Inc., (NASDAQ: PRSF) today
announced financial results for the first quarter ended April 30, 1999. The
company reported first quarter FY 2000 revenues of $15.2 million, a 273
percentage increase over revenues of $4.1 million for the comparable quarter in
the prior year and a 37 percentage sequential increase over the fourth quarter
FY 1999 revenues. Assuming the conversion of all shares of outstanding preferred
stock to common stock, which took place immediately prior to the Company's
public offering on May 6th, 1999, Portal had 62.2 million shares outstanding
on a pro forma basis as of April 30, 1999. Portal reported a net loss of $5.5
million or $.09 per share on a pro forma basis for the first quarter FY 2000
compared to a net loss of $2.1 million or $.04 per share on pro forma basis
for the year earlier period, reflecting increased investments in product
development and sales and marketing efforts worldwide.

Portal Software completed its initial public offering and concurrent private
placement totaling approximately 8 million shares on May 6, 1999. The initial
public offering and concurrent private placement raised approximately $104
million for the company.

"We are pleased with our first quarter results. During the quarter we continued
building momentum in our market by entering into significant customer
relationships, expanding our worldwide presence, establishing strategic partner
agreements and delivering innovative technology," said John Little, founder and
CEO of Portal Software. "We will continue to focus on achieving our objective of
becoming the leader in customer management and billing solutions  that are core
to the Internet infrastructure."

                                     -more-
<PAGE>
 
Portal Annonunces First Quarterly Earnings 
Page 2 of 3


This quarter, Portal extended its global market presence with the addition of
significant new customer agreements. With over 100 customers around the world,
the Company further expanded internationally by establishing a European
headquarters in the United Kingdom as well as through key customer relationships
announced with Demon Internet, the pioneer Internet service provider in the
United Kingdom; Viag Interkom, Germany's first private telecommunications
company to create a separate ISP operation; and Glocalnet, Europe's leading
provider of IP telephony services.

"We believe our strong revenue growth in Q1 reflects the market's recognition of
our industry-leading software solution," said Jack Acosta, chief financial
officer and vice president of finance at Portal Software. "This revenue growth
helps us continue to aggressively invest in product development and sales and
marketing efforts worldwide."

During the quarter, Portal forged several strategic alliances and technology
partnerships with leaders in the industry. Portal entered into a strategic
alliance and marketing agreement with PriceWaterhouseCoopers to deliver,
implement and support Portal Infranet real-time customer management and billing
software. Technology partnerships established included Hewlett-Packard to
incorporate Infranet into its hosted e-commerce solution, Commerce for the
Millennium and Narus Software to jointly provide comprehensive, flexible
customer management and billing solutions including Infranet and Narus Semantic
Traffic Analysis technology.

In addition in May, Cisco and Portal formed an alliance in which Cisco
designated Portal to be its strategic customer management and billing partner
for next-generation data Internet Protocol (IP) services. Concurrent with
Portal's initial public offering on May 6, 1999, Cisco Systems and Andersen
Consulting LLP purchased a total of 3.4 million shares of Portal common stock.

In March, Portal also announced its Infranet Distributed Nonstop Architecture
(DNA) Technology, an innovative new technology. Infranet DNA delivers a new
level of high-availability in the customer management and billing component of
an Internet service infrastructure. This technology enables large,
geographically distributed ISPs to offer their customers uninterrupted service
access and usage in the event the network link to Infranet or the main Infranet
database is inaccessible.


                                     -more-
<PAGE>
 
Portal Annonunces First Quarterly Earnings 
Page 3 of 3

About Portal

Portal develops, markets and supports real-time, scalable customer management
and billing software, or CM&B software, for providers of Internet-based
services. Portal's Infranet software is a comprehensive solution that meets the
complex, mission-critical provisioning, accounting, reporting and marketing
needs of providers of Internet-based services. Information about Portal and its
products can be found at http://www.portal.com.

                                     ###


Statements in this release concerning Portal Software, Inc. future growth,
profitability, and operating results, future results of relationships and
alliances with third parties, future product plans and Portal's overall future
prospects are forward looking statements that involve a number of uncertainties
and risks. Factors that could cause actual events or results to differ
materially include the following: market acceptance of Portal's products and
services; customer and industry analyst perceptions of Portal and its technology
vision and future prospects; sales force productivity; fluctuating operating
results; challenges associated with recruiting, training, retaining and
integrating significant increases in new personnel and geographic operations;
expectation of continued losses; ability to establish, maintain and effectively
implement relationships with system integrators and other strategic resellers
and vendors; rapid technological changes; competitive factors; unanticipated
delays in scheduled product availability dates (which could result from various
occurrences including development or testing difficulties, software errors,
shortages in appropriately skilled software engineers and project management
problems); and general business conditions, and the continued growth of the
Internet and Internet-based software and services markets.

Copyright 1999 Portal Software, Inc. All rights reserved. Portal and Infranet
are U.S. registered trademarks, and Portal Software, the Portal logo, the Real-
Time-No Limits tagline and Infranet IPT are trademarks of Portal Software,
Inc.
<PAGE>
 
[LOGO FOR PORTAL SOFTWARE, INC.]
<TABLE> 
<CAPTION> 
                                                                 ------------------------------------
Statement of Operations                                                   1st Quarter Ended
(In thousands, except per share data)                                         April 30,
                                                                 ------------------------------------
                                                                       1999              1998
                                                                 ------------------------------------
                                                                              (Unaudited)
<S>                                                              <C>                  <C>
Revenues:
    License fees                                                     9,064.00          2,185.00
    Services                                                         6,101.00          1,881.00
                                                                 ------------      ------------         
Total revenues                                                      15,165.00          4,066.00
                                                                     
Expenses                                                             
    Cost of revenues                                                 4,380.00          1,261.00
    Research and development                                         4,285.00          2,207.00
    Sales and marketing                                              7,329.00          2,000.00
    General and administrative                                       2,235.00            714.00
    Amortization of deferred stock comp                              2,026.00             96.00
                                                                 ------------      ------------         
Total operating expenses                                            20,255.00          6,278.00

Operating loss                                                      (5,090.00)        (2,212.00)
    Interest income (expense) and other income, net                    (28.00)            73.00
                                                                 ------------      ------------         
Loss before income taxes                                            (5,118.00)        (2,139.00)
    Provision for income taxes                                         416.00              2.00
                                                                 ------------      ------------         
Net loss                                                            (5,534.00)        (2,141.00)
                                                                 ============      ============

 Basic and diluted net loss per share                                   (0.16)            (0.08)
 Shares used in calculating basic
     and diluted net loss per share                                    33,543            25,993

Pro forma reflecting conversion of preferred stock into common stock
 Pro forma basic and diluted net loss per share                         (0.09)            (0.04)
 Pro forma shares used in calculating basic
     and diluted net loss per share                                    62,195            54,352

Condensed Consolidated Balance Sheets
(In thousands)
                                                                 ----------------------------------
                                                                       As of             As of
                                                                  April 30, 1999   January 31, 1999
                                                                 ----------------  ----------------
                                                                             (Unaudited)
Assets
    Current assets                                                      30,692.00         27,723.00
    Property and equipment, net                                          5,608.00          4,417.00
    Other assets                                                         3,368.00            204.00
                                                                     ------------      ------------         
       Total assets                                                     39,668.00         32,344.00
                                                                     ============      ============

Liabilities
    Current liabilities                                                 46,564.00         36,873.00
    Long-term liabilities                                                2,236.00          2,022.00
    Convertible preferred and common stock                              20,365.00         19,409.00
    Additional paid-in capital, shareholder notes and other             16,406.00         16,435.00
    Deferred stock compensation                                        (12,430.00)       (14,456.00)
    Accumulated deficit                                                (33,473.00)       (27,939.00)
                                                                     ------------      ------------         
       Total Liabilities and Equity                                     39,668.00         32,344.00
                                                                     ============      ============

</TABLE> 


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