8-K/AOther EventsExhibits & Filings

Salesforce, Inc. 8-K/A Report, Corporate Update (Jun 12, 2019)

Filed June 12, 2019For Securities:CRM

Summary

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 $0.22, 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.

Key Highlights

  • 1Amendment to prior filing to correct financial estimates for the Tableau acquisition.
  • 2Revised 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).
  • 3Updated FY20 non-GAAP EPS guidance: now projected to be $2.68 to $2.70, an increase from the previous $2.51 to $2.53.
  • 4Revised fully diluted share count assumption for FY20 estimates: approximately 840 million shares, down from the prior estimate of 900 million.
  • 5The filing includes extensive forward-looking statements detailing risks and uncertainties related to the acquisition and Salesforce's business operations.
  • 6The company reiterates the importance of reviewing additional SEC filings, including tender offer statements and registration statements, for detailed information regarding the acquisition process.
  • 7This filing amends Exhibits 99.1 (Joint Press Release) and 99.2 (Investor Presentation) from the original Form 8-K.

Frequently Asked Questions

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.

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.

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.

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.