01—Abstract
Summary
Summary of the 8-K/A filed June 12, 2019. Cited figures are marked; the original filing is the authoritative source.
This 8-K/A filing from Salesforce, Inc. (CRM) serves as an amendment to a previous filing, primarily correcting and updating financial impact estimates related to the announced acquisition of Tableau Software, Inc. The key takeaway for investors is the revised outlook on the acquisition's effect on Salesforce's fiscal year 2020 non-GAAP diluted Earnings Per Share (EPS) and overall EPS guidance.
The updated figures suggest a less negative impact on EPS than initially projected, along with a revised total EPS expectation and a different projected fully diluted share count. Specifically, the company now anticipates the acquisition to decrease FY20 non-GAAP diluted EPS by approximately $0.20 to $0.22a, an improvement from the previously stated $0.37 to $0.39. Consequently, FY20 non-GAAP EPS is now expected to be in the range of $2.68 to $2.70, up from the prior guidance of $2.51 to $2.53.
These updated estimates are based on a revised fully diluted share count of approximately 840 million, down from the previous 900 million estimate. Investors should note that these are non-GAAP figures and the company also reminds stakeholders of the inherent risks and uncertainties associated with the acquisition and its integration, as detailed in the forward-looking statements section.
02—Key points
Key Highlights
- Amendment to prior filing to correct financial estimates for the Tableau acquisition.
- Revised FY20 non-GAAP diluted EPS impact from the acquisition: now expected to decrease by approximately ($0.20) to ($0.22), improved from prior estimate of ($0.37) to ($0.39).
- Updated FY20 non-GAAP EPS guidance: now projected to be $2.68 to $2.70, an increase from the previous $2.51 to $2.53.
- Revised fully diluted share count assumption for FY20 estimates: approximately 840 million shares, down from the prior estimate of 900 million.
- The filing includes extensive forward-looking statements detailing risks and uncertainties related to the acquisition and Salesforce's business operations.
- The company reiterates the importance of reviewing additional SEC filings, including tender offer statements and registration statements, for detailed information regarding the acquisition process.
- This filing amends Exhibits 99.1 (Joint Press Release) and 99.2 (Investor Presentation) from the original Form 8-K.
03—Questions
Frequently Asked Questions
What is the primary reason for this 8-K/A filing?
This filing is an amendment to a previous Form 8-K report. Its main purpose is to correct and update the financial impact estimates related to Salesforce's announced acquisition of Tableau Software, Inc., as presented in the joint press release and investor presentation.
How do the revised EPS estimates compare to the previous guidance?
The revised estimates show a less negative impact on earnings. Salesforce now expects the acquisition to decrease FY20 non-GAAP diluted EPS by approximately ($0.20) to ($0.22), which is better than the previously stated range of ($0.37) to ($0.39). This also leads to an upward revision in the overall FY20 non-GAAP EPS guidance to $2.68-$2.70, from $2.51-$2.53.
What is the updated assumption for the fully diluted share count?
The company is now assuming a fully diluted share count of approximately 840 million for its fiscal year 2020 estimates related to the acquisition, a reduction from the previously stated assumption of approximately 900 million.
Are there any new risks or material changes to the acquisition's terms disclosed?
This filing primarily focuses on correcting and updating financial projections. While it includes standard forward-looking statements and emphasizes the risks and uncertainties associated with the acquisition and integration, it does not appear to introduce fundamentally new risks or changes to the acquisition terms themselves, beyond the updated financial metrics.
04—Continue