8-KRegulation FDExhibits & Filings

Salesforce, Inc. 8-K Report, Regulation FD Disclosure (Aug 7, 2019)

Filed August 7, 2019For Securities:CRM

Summary

Salesforce announced on August 7, 2019, its agreement to acquire ClickSoftware Technologies Ltd., a field service management software provider, for approximately $1.35 billion. This acquisition is structured as a mix of cash and company stock, and it is expected to close by the end of Salesforce's fiscal quarter ending October 31, 2019, subject to regulatory approvals. The integration of ClickSoftware is expected to enhance Salesforce's service cloud offerings. A key consideration for investors is the potential for a significant one-time income tax charge related to the transfer of ClickSoftware's intangible assets, which could impact U.S. GAAP provision for income taxes and earnings per share. While the exact amount and timing are uncertain, it is based on factors like integration plans and tax authority negotiations. Despite this potential tax impact, Salesforce anticipates no material change to its previously issued revenue or non-GAAP operating margin guidance for the current fiscal year. Updated guidance, including the impact of both the ClickSoftware and Tableau acquisitions, is expected on August 22, 2019.

Key Highlights

  • 1Salesforce to acquire ClickSoftware, a field service management software company, for approximately $1.35 billion.
  • 2The acquisition will be financed through a combination of cash and Salesforce common stock.
  • 3The deal is expected to close by the end of Salesforce's fiscal quarter ending October 31, 2019, pending customary closing conditions and antitrust approvals.
  • 4A potential significant one-time income tax charge is noted due to the integration of ClickSoftware's intangible assets, which could affect GAAP earnings per share.
  • 5Salesforce expects no material impact on its previously issued revenue or non-GAAP operating margin guidance for the current fiscal year.
  • 6Updated full-year guidance, incorporating both ClickSoftware and Tableau acquisitions, will be provided on August 22, 2019.

Frequently Asked Questions

The acquisition of ClickSoftware is expected to enhance Salesforce's capabilities in field service management, a key component of its Service Cloud offering. This move aims to strengthen Salesforce's position in providing end-to-end customer service solutions.

The acquisition is valued at approximately $1.35 billion. While Salesforce anticipates no material change to its current revenue or non-GAAP operating margin guidance, there is a potential for a significant one-time income tax charge related to the transfer of ClickSoftware's intangible assets. This tax charge could negatively impact GAAP earnings per share and operating cash flow in the period it is recorded.

Salesforce plans to provide updated guidance for the full fiscal year ending January 31, 2020, which will include the impact of both the ClickSoftware and Tableau acquisitions. This updated guidance is expected during the company's earnings call for the fiscal quarter ended July 31, 2019, scheduled for August 22, 2019.

Key risks include the ability to obtain regulatory approvals, the successful integration of ClickSoftware's operations and assets, the realization of expected synergies, potential negative impacts on Salesforce's stock price due to the announcement, and the uncertainty surrounding the potential one-time income tax charge and its eventual amount and timing.