UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
Amendment No. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 000-26299
Date of report (Date of earliest event reported): December 17, 2007
ARIBA, INC.
(Exact name of registrant as specified in its charter)
| | |
| Delaware | | 77-0439730 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification Number) |
807 11th Avenue
Sunnyvale, California 94089
(Address of principal executive offices)
(650) 390-1000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
EXPLANATORY NOTE
This Amendment No. 1 to the Current Report on Form 8-K of Ariba, Inc. (the “Company” or “Ariba”) is filed to amend Item 9.01 of Ariba’s Current Report on Form 8-K, originally filed with the Securities and Exchange Commission on December 17, 2007, for the purpose of including the financial information required under Item 9.01.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
| (a) | FINANCIAL STATEMENTS OF BUSINESS ACQUIRED |
The financial statements of Procuri, Inc. required by Item 9.01(a) on Form 8-K are included in Item 9.01(d) Exhibits.
| (b) | PRO FORMA FINANCIAL INFORMATION |
The accompanying unaudited pro forma condensed combined consolidated statement of operations of Ariba and Procuri gives effect to the acquisition of Procuri as if it had occurred on October 1, 2006, and reflects the unaudited pro forma condensed results of operations of Procuri for the twelve months ended September 30, 2007 combined with the unaudited pro forma condensed results of operations of Ariba for the year ended September 30, 2007. These unaudited pro forma condensed combined consolidated statements of operations, including notes thereto, are based on each entity’s respective historical financial statements and notes thereto, which are included herein or are otherwise publicly available. These unaudited pro forma condensed combined consolidated statements of operations, including notes thereto, are qualified in their entirety by reference to, and should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto, together with management’s discussion and analysis of financial condition and results of operations, presented in the Company’s Annual Report on Form 10-K for the year ended September 30, 2007 filed on November 15, 2007 with the Securities and Exchange Commission (“SEC”) and the Company’s unaudited quarterly financial statements for the quarter ended December 31, 2007 filed on February 6, 2008 with the SEC.
The unaudited pro forma statement of operations of Procuri included in the pro forma statements have been adjusted to conform the fiscal periods of Procuri to those of the Company. The unaudited pro forma condensed combined consolidated statements of operations are presented for illustrative purposes only and are not necessarily indicative of the financial position or results of operations that would have actually been reported had the acquisition occurred as of October 1, 2006 for statement of operations purposes, nor are they necessarily indicative of the future financial position or results of operations of the combined companies.
The unaudited pro forma condensed combined consolidated statements of operations include adjustments, which are based upon preliminary estimates, to reflect the allocation of purchase consideration to the acquired assets and liabilities of Procuri, before any integration or restructuring adjustments and to conform to the Company’s statement of operations classification of certain expenses. The pro forma adjustments are based upon information and assumptions available at the time of the filing of this report. The unaudited pro forma condensed combined consolidated statements of operations do not include the realization of cost savings from operating efficiencies, synergies or restructurings that may result from the acquisition.
UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED STATEMENTS OF OPERATIONS
OF ARIBA, INC. AND PROCURI, INC.
FOR THE YEAR ENDED SEPTEMBER 30, 2007
(IN THOUSANDS, EXCEPT PER SHARE DATA)
| | | | | | | | | | | | | | | | | | |
| | | Historical | | | | | | | | | |
| | | Ariba, Inc.
Year Ended
September 30, 2007 | | | Procuri, Inc
Year Ended
September 30, 2007 | | | Adjustments | | | | | Pro Forma | |
Revenues: | | | | | | | | | | | | | | | | | | |
License | | $ | 18,215 | | | $ | — | | | $ | — | | | | | $ | 18,215 | |
Subscription and Maintenance | | | 140,606 | | | | 23,327 | | | | — | | | | | | 163,933 | |
Services and other | | | 142,846 | | | | 5,121 | | | | — | | | | | | 147,967 | |
| | | | | | | | | | | | | | | | | | |
Total Revenues | | | 301,667 | | | | 28,448 | | | | — | | | | | | 330,115 | |
Cost of Revenues: | | | | | | | | | | | | | | | | | | |
License | | | 1,697 | | | | — | | | | — | | | | | | 1,697 | |
Subscription and Maintenance | | | 32,709 | | | | 716 | | | | — | | | | | | 33,425 | |
Services & other | | | 112,918 | | | | 4,010 | | | | 3,272 | | | C | | | 120,200 | |
Amortization of acquired core technology | | | 14,074 | | | | 3,183 | | | | (3,183 | ) | | A | | | 19,624 | |
| | | | | | | | | | | 5,550 | | | B | | | | |
| | | | | | | | | | | | | | | | | | |
Total Cost of Revenues | | | 161,398 | | | | 7,909 | | | | 5,639 | | | | | | 174,946 | |
| | | | | | | | | | | | | | | | | | |
Gross Profit | | | 140,269 | | | | 20,539 | | | | (5,639 | ) | | | | | 155,169 | |
| | | | | | | | | | | | | | | | | | |
Operating Expenses: | | | | | | | | | | | | | | | | | | |
Sales and Marketing | | | 93,904 | | | | 12,059 | | | | — | | | | | | 105,963 | |
Research and Development | | | 51,159 | | | | 6,566 | | | | (3,272 | ) | | C | | | 54,453 | |
General and Administrative | | | 39,780 | | | | 4,802 | | | | — | | | | | | 44,582 | |
Other income - Softbank | | | (13,564 | ) | | | — | | | | — | | | | | | (13,564 | ) |
Amortization of other intangibles | | | 525 | | | | 990 | | | | (990 | ) | | A | | | 1,025 | |
| | | | | | | | | | | 500 | | | B | | | | |
Restructuring and lease abandonment costs | | | (4,194 | ) | | | — | | | | — | | | | | | (4,194 | ) |
Depreciation | | | — | | | | 890 | | | | — | | | | | | 890 | |
| | | | | | | | | | | | | | | | | | |
Total Operating Expenses | | | 167,610 | | | | 25,307 | | | | (3,762 | ) | | | | | 189,155 | |
Income (Loss) from Operations | | | (27,341 | ) | | | (4,768 | ) | | | (1,877 | ) | | | | | (33,986 | ) |
Other Income, net | | | 14,301 | | | | (1,086 | ) | | | (2,888 | ) | | D | | | 11,429 | |
| | | | | | | | | | | 1,102 | | | E | | | | |
| | | | | | | | | | | | | | | | | | |
Net income (loss) before income taxes and minority interest | | | (13,040 | ) | | | (5,854 | ) | | | (3,663 | ) | | | | | (22,557 | ) |
Provision for (Benefit from) Income Taxes | | | 1,937 | | | | — | | | | — | | | | | | 1,937 | |
| | | | | | | | | | | | | | | | | | |
Net Income (loss) | | $ | (14,977 | ) | | $ | (5,854 | ) | | $ | (3,663 | ) | | | | $ | (24,494 | ) |
| | | | | | | | | | | | | | | | | | |
Pro Forma net income (loss) per share - basic & diluted | | $ | (0.21 | ) | | | | | | | | | | | | $ | (0.33 | ) |
| | | | | | | | | | | | | | | | | | |
Weighted average shares - basic | | | 70,106 | | | | | | | | 4,010 | | | F | | | 74,116 | |
| | | | | | | | | | | | | | | | | | |
See accompanying notes to Ariba and Procuri unaudited pro forma condensed
combined consolidated statements of operations.
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED STATEMENTS OF OPERATIONS OF ARIBA, INC. AND PROCURI, INC.
| (A) | To eliminate Procuri amortization of intangible assets included in the identified intangible assets associated with the acquisition of Procuri. |
| (B) | To record amortization of identified intangible assets associated with the acquisition of Procuri over the estimated period of benefit of two to five years. |
The identifiable intangible assets preliminarily consist of:
| | | | | | | | | | |
Identified Intangible Assets | | Fair Value
(in thousands) | | Estimated
Useful Life
(years) | | Estimated
Annual
Amortization
(in thousands) | | Statements of
Operations
Classification |
Existing technology | | $ | 2,900 | | 2 | | $ | 1,450 | | Cost of revenue |
Customer contracts and related customer relationships | | | 24,600 | | 6 | | $ | 4,100 | | Cost of revenue |
Trade name / trademarks | | | 600 | | 2 | | $ | 300 | | Operating expense |
Non-competition agreements | | | 400 | | 2 | | $ | 200 | | Operating expense |
| | | | | | | | | | |
| | $ | 28,500 | | | | | | | |
| | | | | | | | | | |
Incremental goodwill associated with the acquisition of Procuri is estimated to be approximately $83 million.
| (C) | To conform to Ariba’s accounting policy with regard to the classification of certain costs. |
| (D) | To eliminate interest income earned on cash applied in the purchase. |
| (E) | To eliminate interest expense associated with Procuri outstanding debt and related warrant costs that was paid off as part of the purchase consideration. |
| (F) | Pro forma basic net loss per share for the year ended September 30, 2007 is computed by dividing the pro forma net loss for the period by the weighted average number of common shares outstanding. The adjustment to historical weighted average shares outstanding results from inclusion of actual shares issued in conjunction with the acquisition, as if such shares were outstanding from October 1, 2006. |
(d) Exhibits.
| | |
Exhibit Number | | Description |
23.1 | | Consent of PricewaterhouseCoopers LLP |
| |
99.1 | | Press release of Ariba, Inc. dated December 17, 2007* |
| |
99.2 | | Financial statements of Procuri, Inc. as of December 31, 2006 and 2005 and for each of the two years in the period ended December 31, 2006 and unaudited financial statements as of September 30, 2007 and for the nine months ended September 30, 2007 and 2006. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this amendment to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | |
| | | | ARIBA, Inc. |
| | | |
| Dated: February 28, 2008 | | | | By: | | /s/ JAMES W. FRANKOLA |
| | | | | | | | James W. Frankola |
| | | | | | | | Executive Vice President and Chief Financial Officer |
EXHIBIT INDEX
| | |
Exhibit Number | | Description |
| |
| 23.1 | | Consent of PricewaterhouseCoopers LLP |
| |
| 99.1 | | Press release of Ariba, Inc. dated December 17, 2007* |
| |
| 99.2 | | Financial statements of Procuri, Inc. as of December 31, 2006 and 2005 and for each of the two years in the period ended December 31, 2006 and unaudited financial statements as of September 30, 2007 and for the nine months ended September 30, 2007 and 2006. |
