SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 28, 2003
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-20109
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Kronos Incorporated
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(Exact name of registrant as specified in its charter)
Massachusetts 04-2640942
- ---------------------------------- ------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
297 Billerica Road, Chelmsford, MA 01824
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(Address of principal executive offices) (Zip Code)
(978) 250-9800
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(Registrant's telephone number, including area code)
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(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
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Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes X No
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As of August 1, 2003, 20,177,589 shares of the registrant's common stock,
$.01 par value, were outstanding.
KRONOS INCORPORATED
INDEX
PART I. FINANCIAL INFORMATION Page
----
Item 1. Condensed Consolidated Financial Statements (Unaudited)
Condensed Consolidated Statements of Income for the Three and
Nine Months Ended June 28, 2003 and June 29, 2002 1
Condensed Consolidated Balance Sheets at June 28, 2003
and September 30, 2002 2
Condensed Consolidated Statements of Cash Flows for the Nine
Months Ended June 28, 2003 and June 29, 2002 3
Notes to Condensed Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 16
Item 3. Quantitative and Qualitative Disclosure About Market Risk 31
Item 4. Evaluation of Disclosure Controls and Procedures 32
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 33
Signatures
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements (Unaudited)
KRONOS INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except share and per share amounts)
UNAUDITED
Three Months Ended Nine Months Ended
------------------------------ ------------------------------
June 28, June 29, June 28, June 29,
2003 2002 2003 2002
------------ ------------ ------------ ------------
Net revenues:
Product ...................................... $ 42,185 $ 40,458 $ 125,215 $ 109,651
Maintenance .................................. 32,826 27,104 91,477 77,478
Professional services ........................ 23,205 19,508 67,714 56,004
------------ ------------ ------------ ------------
98,216 87,070 284,406 243,133
Cost of sales:
Costs of product ............................. 10,097 10,106 30,453 26,956
Costs of maintenance and professional services 28,156 24,770 81,656 68,514
------------ ------------ ------------ ------------
38,253 34,876 112,109 95,470
------------ ------------ ------------ ------------
Gross profit ............................. 59,963 52,194 172,297 147,663
Operating expenses and other income:
Sales and marketing .......................... 31,052 28,337 91,474 79,586
Engineering, research and development ........ 9,894 9,023 27,929 26,210
General and administrative ................... 6,063 5,507 18,498 15,114
Amortization of intangible assets ............ 985 746 2,493 2,113
Other income, net ............................ (1,384) (1,378) (3,811) (3,667)
------------ ------------ ------------ ------------
46,610 42,235 136,583 119,356
Income before income taxes ............... 13,353 9,959 35,714 28,307
Provision for income taxes ...................... 4,969 3,462 13,019 9,840
------------ ------------ ------------ ------------
Net income ............................... $ 8,384 $ 6,497 $ 22,695 $ 18,467
============ ============ ============ ============
Net income per common share:
Basic .................................... $ 0.42 $ 0.33 $ 1.15 $ 0.94
============ ============ ============ ============
Diluted .................................. $ 0.41 $ 0.32 $ 1.10 $ 0.90
============ ============ ============ ============
Weighted-average common shares outstanding:
Basic .................................... 19,885,619 19,658,011 19,792,994 19,607,647
============ ============ ============ ============
Diluted .................................. 20,655,010 20,349,674 20,540,124 20,501,109
============ ============ ============ ============
See accompanying notes to condensed consolidated financial statements.
KRONOS INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
UNAUDITED
June 28, September 30,
2003 2002
--------- -------------
ASSETS
Current assets:
Cash and equivalents ................................................................ $ 44,558 $ 34,117
Marketable securities ............................................................... 22,118 16,096
Accounts receivable, less allowances of $7,831 ...................................... 75,084 84,128
at June 28, 2003 and $9,697 at September 30, 2002
Deferred income taxes ............................................................... 8,327 6,893
Other current assets ................................................................ 19,165 17,835
--------- ---------
Total current assets ......................................................... 169,252 159,069
Property, plant and equipment, net ....................................................... 39,261 38,635
Marketable securities .................................................................... 36,401 24,534
Intangible assets ........................................................................ 25,012 20,545
Goodwill ................................................................................. 68,427 56,167
Capitalized software, net ................................................................ 22,644 22,237
Other assets ............................................................................. 11,287 11,837
--------- ---------
Total assets ................................................................. $ 372,284 $ 333,024
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable .................................................................... $ 6,550 $ 6,212
Accrued compensation ................................................................ 27,465 32,674
Accrued expenses and other current liabilities ...................................... 13,571 10,831
Deferred product revenues ........................................................... 4,029 6,853
Deferred professional service revenues .............................................. 34,413 33,551
Deferred maintenance revenues ....................................................... 73,943 66,550
--------- ---------
Total current liabilities .................................................... 159,971 156,671
Deferred maintenance revenues ............................................................ 6,916 8,588
Deferred income taxes .................................................................... 6,577 4,565
Other liabilities ........................................................................ 3,808 3,531
Shareholders' equity:
Preferred Stock, par value $1.00 per share: authorized 1,000,000 shares,
no shares issued and outstanding ................................................ -- --
Common Stock, par value $.01 per share: authorized 50,000,000 shares, 20,032,082 and
19,911,952 shares issued at June 28, 2003 and September 30, 2002, respectively . 200 199
Additional paid-in capital .......................................................... 29,084 31,494
Retained earnings ................................................................... 165,870 143,175
Cost of Treasury Stock (173 shares and 366,062 shares at
June 28, 2003 and September 30, 2002, respectively) ............................. (6) (14,020)
Accumulated other comprehensive loss:
Foreign currency translation .................................................... 11 (1,372)
Net unrealized (loss)/gain on available-for-sale investments .................... (147) 193
--------- ---------
(136) (1,179)
Total shareholders' equity ................................................... 195,012 159,669
--------- ---------
Total liabilities and shareholders' equity ................................... $ 372,284 $ 333,024
========= =========
See accompanying notes to condensed consolidated financial statements.
KRONOS INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
UNAUDITED
Nine Months Ended
-----------------------
June 28, June 29,
2003 2002
--------- --------
Operating activities:
Net income .................................................................. $ 22,695 $ 18,467
Adjustments to reconcile net income to net cash and equivalents
provided by operating activities:
Depreciation .......................................................... 8,100 6,975
Amortization of intangible assets ..................................... 2,537 2,111
Amortization of capitalized software .................................. 8,624 7,037
Provision for deferred income taxes ................................... 601 874
Changes in certain operating assets and liabilities:
Accounts receivable, net .......................................... 10,015 13,662
Deferred product revenues ......................................... (2,889) 997
Deferred professional service revenues ............................ (399) (1,187)
Deferred maintenance revenues ..................................... 879 (3,875)
Accounts payable, accrued compensation
and other liabilities ........................................... (3,278) (6,215)
Taxes payable ..................................................... (27) (5,964)
Other ............................................................. (409) (454)
Tax benefit from exercise of stock options ............................ 6,760 10,291
-------- --------
Net cash and equivalents provided by operating activities ......... 53,209 42,719
Investing activities:
Purchase of property, plant and equipment ................................... (8,452) (8,349)
Capitalized internal software development costs ............................. (8,982) (8,447)
Increase in marketable securities ........................................... (17,889) (3,476)
Acquisitions of businesses and software, net of cash acquired ............... (13,245) (30,407)
-------- --------
Net cash and equivalents used in investing activities ............. (48,568) (50,679)
Financing activities:
Net proceeds from exercise of stock options and
employee purchase plans .................................................. 16,929 15,856
Purchase of treasury stock .................................................. (14,704) (20,881)
Proceeds from (net investment in) call options .............................. 2,596 (2,810)
-------- --------
Net cash and equivalents provided by/(used in) financing activities 4,821 (7,835)
Effect of exchange rate changes on cash and equivalents .......................... 979 318
-------- --------
Increase (decrease) in cash and equivalents ...................................... 10,441 (15,477)
Cash and equivalents at the beginning of the period .............................. 34,117 36,561
-------- --------
Cash and equivalents at the end of the period .................................... $ 44,558 $ 21,084
======== ========
See accompanying notes to condensed consolidated financial statements.
KRONOS INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE A - General
The accompanying unaudited condensed consolidated financial statements include
all adjustments, consisting of normal recurring accruals that management of
Kronos Incorporated (the "Company" or "Kronos") considers necessary for a fair
presentation of the Company's financial position and results of operations as of
and for the interim periods presented pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes the disclosures in these financial
statements are adequate to make the information presented not misleading. These
condensed consolidated financial statements should be read in conjunction with
the Company's audited financial statements for the fiscal year ended September
30, 2002. The results of operations for the three and nine months ended June 28,
2003 are not necessarily indicative of the results for a full fiscal year.
Certain reclassifications have been made in the accompanying consolidated
financial statements in order to conform to the fiscal 2003 presentation.
NOTE B - Fiscal Quarters
The Company utilizes a system of fiscal quarters. Under this system, the first
three quarters of each fiscal year end on a Saturday. However, the fourth
quarter of each fiscal year will always end on September 30. Because of this,
the number of days in the first quarter (89 days in fiscal 2003 and 90 days in
fiscal 2002) and fourth quarter (94 days in fiscal 2003 and 93 days in fiscal
2002) of each fiscal year varies from year to year. The second and third
quarters of each fiscal year will be exactly thirteen weeks long. This policy
does not have a material effect on the comparability of results of operations
between quarters.
NOTE C - Other Current Assets
Other current assets consists of the following (in thousands):
June 28, September 30,
2003 2002
-------- -------------
Inventory $ 6,303 $ 6,492
Prepaid expenses 12,862 11,343
------- -------
Total $19,165 $17,835
======= =======
NOTE D - Intangible Assets
Acquired intangible assets subject to amortization are presented in the
following table (in thousands).
As of June 28, 2003:
Weighted
Average Gross
Life in Carrying Accumulated Net Book
Years Value Amortization Value
-------- -------- ------------ --------
Intangible assets:
Customer related ........ 9.8 $22,084 $ 8,693 $13,391
Maintenance relationships 11.9 9,091 910 8,181
Tax benefits ............ 10.7 2,142 473 1,669
Non-compete agreements .. 4.2 3,353 1,582 1,771
------- ------- -------
Total intangible assets ..... $36,670 $11,658 $25,012
======= ======= =======
As of September 30, 2002:
Intangible assets:
Customer related ........ 9.5 $19,166 $ 6,851 $12,315
Maintenance relationships 11.9 6,267 535 5,732
Tax benefits ............ 10.7 2,127 309 1,818
Non-compete agreements .. 5.1 1,908 1,228 680
------- ------- -------
Total intangible assets ..... $29,468 $ 8,923 $20,545
======= ======= =======
For the three months ended June 28, 2003 and June 29, 2002, the amount of
acquired goodwill is $2.7 million and $0.3 million, respectively. The amount of
goodwill acquired during the nine months ended June 28, 2003 and June 29, 2002
is $12.3 million and $21.8 million, respectively.
For the three and nine months ended June 28, 2003, the Company recorded
amortization expense for intangible assets of $1.0 million and $2.5 million,
respectively. The estimated annual amortization expense for intangible assets
for the current and next five fiscal years is as follows (in thousands):
Fiscal Year Ending Estimated Annual
September 30, Amortization Expense
------------------ --------------------
2003 $3,524
2004 3,678
2005 3,176
2006 2,888
2007 2,638
2008 2,531
NOTE E - Acquisitions
On May 16, 2003, the Company completed the acquisition of the Abra Enterprise
customer base from Best Software. The aggregate purchase price was not material
to the Company's financial position. The results of operations related to the
purchase of these customers, which is not material to the Company's results of
operations, has been included in the consolidated financial statements since
that date. As a result of the acquisition, the Company gained access to the
existing Abra Enterprise customers through its direct sales and service
organizations, which broadens the Company's presence in the Human Resource
Management Systems market. In addition, the Company gained access to the
existing maintenance revenue stream from these customers. The deferred revenue
related to the maintenance revenue stream, which was recorded at an amount
approximating cost, plus a normal profit margin, was recognized as the Company
had assumed a legal performance obligation as described in EITF 01-03.
On May 6, 2003, the Company completed the acquisition of certain assets of
Simplex International Pty Ltd. ("Simplex International"). Based in Australia,
Simplex International was engaged in the marketing, selling, supporting and
maintaining integrated workforce management software solutions. The aggregate
purchase price was not material to the Company's financial position. The results
of Simplex International's operations, which are not material to the Company's
results of operations, have been included in the consolidated financial
statements since that date. As a result of the acquisition, the Company expects
to increase its presence in the mid-market sector in Australia, through its
subsidiary in Australia, Kronos Australia Pty. Ltd. The mid market sector
includes companies with between 250 and 1,000 employees. In connection with the
acquisition, the Company assumed obligations to provide services associated with
maintenance contracts and obligations to provide professional services,
primarily installation services. The deferred revenue related to the maintenance
and professional services revenue streams, which was recorded at an amount
approximating cost, plus a normal profit margin, was recognized as the Company
had assumed a legal performance obligation as described in EITF 01-03.
On March 11, 2003, the Company completed the acquisition of certain assets of
Ban-koe Systems, Inc. ("BKS"), the former Minnesota-based Kronos dealer. The
aggregate purchase price was not material to the Company's financial position.
The results of BKS's operations, which are not material to the Company's results
of operations, have been included in the consolidated financial statements since
that date. BKS was engaged in the sale and service of employee time and
attendance, employee scheduling, data collection and labor management hardware
and software systems, including the resale of the Company's products through a
dealer relationship. As a result of the acquisition, the Company gained access
to existing and prospective customers in several states (including Michigan,
Illinois, Iowa, Wisconsin, and Minnesota) through its direct sales and service
organizations, as well as access to the existing maintenance revenue stream from
BKS customers. The deferred revenue related to the maintenance revenue stream,
which was recorded at an amount approximating cost, plus a normal profit margin,
was recognized as the Company had assumed a legal performance obligation as
described in EITF 01-03. Due to the significant volume of customer maintenance
support contracts assumed in conjunction with the BKS acquisition, the Company
has not finalized the allocation of the purchase price. The Company anticipates
that the allocation of the purchase price will be completed by September 30,
2003.
On January 20, 2003, the Company completed the acquisition of the maintenance
agreements of DataPro Solutions, Inc. ("DP"), the former Washington state-based
Kronos dealer. The aggregate purchase price was not material to the Company's
financial position. The results of DP operations, which are not material to the
Company's results of operations, have been included in the consolidated
financial statements since that date. DP was engaged in the sale and service of
employee time and attendance, employee scheduling, data collection and labor
management hardware and software systems, including the resale of the Company's
products through a dealer relationship. As a result of the acquisition, the
Company gained access to the existing maintenance revenue stream from DP
customers. The deferred revenue related to the maintenance revenue stream, which
was recorded at an amount approximating cost, plus a normal profit margin, was
recognized as the Company had assumed a legal performance obligation as
described in EITF 01-03.
On November 20, 2002, the Company completed the acquisition of certain assets
and the ongoing business operations of Hi-Tek Special Systems, Inc. ("HT"), the
former Texas-based Kronos dealer. The aggregate purchase price was not material
to the Company's financial position. The results of HT's operations, which are
not material to the Company's results of operations, have been included in the
consolidated financial statements since that date. HT was engaged in the sale
and service of employee time and attendance, employee scheduling, data
collection and labor management hardware and software systems, including the
resale of the Company's products through a dealer relationship. As a result of
the acquisition, the Company gained access to existing and prospective customers
in the Texas, New Mexico and Mexico area through its direct sales and service
organizations, as well as access to the existing maintenance revenue stream from
HT customers. The deferred revenue related to the maintenance revenue stream,
which was recorded at an amount approximating cost, plus a normal profit margin,
was recognized as the Company had assumed a legal performance obligation as
described in EITF 01-03.
On December 28, 2001, the Company completed the acquisition of certain assets
and the ongoing business operations of the Integrated Software Business of
SimplexGrinnell's Workforce Solutions Division ("SimplexGrinnell"). The
aggregate purchase price was $22.1 million in cash. The results of
SimplexGrinnell's operations have been included in the consolidated financial
statements since that date. SimplexGrinnell was engaged in the development,
sales and support of integrated workforce management software solutions. As a
result of the acquisition, the Company has increased its presence in the
mid-market sector, which includes companies with between 250 and 1,000
employees.
The SimplexGrinnell transaction was accounted for under the purchase method of
accounting and accordingly, the assets and liabilities acquired were recorded at
their estimated fair values at the effective date of the acquisition. The
goodwill recognized is deductible for income tax purposes. The following table
summarizes the estimated fair values of the assets acquired and liabilities
assumed at the date of the acquisition (in thousands).
At December 28, 2001
--------------------
Accounts receivable $ 6,678
Customer related intangible asset (amortized over 1,100
12 years)
Maintenance relationships intangible asset 2,500
(amortized over 12 years)
Goodwill 17,933
Other assets 768
-------
Total assets acquired 28,979
Deferred professional services revenue (1,564)
Deferred maintenance revenue (5,025)
Other liabilities (340)
-------
Total liabilities assumed (6,929)
-------
Net assets acquired $22,050
=======
In connection with the acquisition of the assets and liabilities of
SimplexGrinnell in December 2001, the Company acquired obligations to provide
services associated with maintenance contracts and obligations to provide
professional services, primarily installation services. The amounts of deferred
revenue ascribed to acquired maintenance obligations and professional services
amounts to $5.0 million and $1.6 million, respectively. The deferred revenue,
which was recorded at an amount approximating cost, plus a normal profit margin,
was recognized as the Company had assumed a legal performance obligation as
described in EITF 01-03. The acquired maintenance arrangements required the
Company to provide phone support, bug fixes and unspecified upgrades for the
remaining contract terms. The acquired professional services obligations
required the Company to provide installation services.
Certain agreements contain provisions that require the Company to make a
guaranteed payment and/or contingent payments based upon profitability of the
business unit or if specified minimum revenue requirements are met. These
provisions expire during fiscal 2003 through 2006. Guaranteed payments are
accrued at the time of the acquisition and are included in the purchase price
allocation. Contingent payments due under the terms of the agreements are
recognized when earned and are principally recorded as goodwill. However, under
certain circumstances, a portion of the contingent payment may be recorded as
compensation expense. There were no contingent payments earned during the three
months ended June 28, 2003 and June 29, 2002. During the first nine months of
fiscal 2003 and 2002, $1.8 million and $0.8 million, respectively, of contingent
payments were earned, all of which were recorded as goodwill. There are several
contingent payment arrangements currently outstanding, on which the Company may
have future payment obligations, contingent upon the achievement of various
financial performance goals. As of June 28, 2003, the Company has the obligation
to pay $5.1 million in guaranteed payments. These payments will be made at
various dates through fiscal 2006.
NOTE F - Comprehensive Income
For the three and nine months ended June 28, 2003 and June 29, 2002,
comprehensive income consisted of the following (in thousands):
Three Months Ended Nine Months Ended
-------------------------- -------------------------
June 28, June 29, June 28, June 29,
2003 2002 2003 2002
-------- --------- -------- --------
Comprehensive income:
Net income ...................... $ 8,384 $ 6,497 $ 22,695 $ 18,467
Cumulative translation adjustment 923 298 1,383 626
Unrealized (loss)/gain on
available-for-sale securities ... (70) 220 (340) (205)
-------- -------- -------- --------
Total comprehensive income ...... $ 9,237 $ 7,015 $ 23,738 $ 18,888
======== ======== ======== ========
NOTE G - Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per
share (in thousands, except share and per share data):
Three Months Ended Nine Months Ended
------------------------------ ---------------------------------
June 28, June 29, June 28, June 29,
2003 2002 2003 2002
----------- ----------- ----------- --------------
Net income ......................... $ 8,384 $ 6,497 $ 22,695 $ 18,467
=========== =========== =========== ==============
Weighted-average shares ............ 19,885,619 19,658,011 19,792,994 19,607,647
Effect of dilutive securities:
Employee stock options ......... 769,391 691,663 747,130 893,462
----------- ----------- ----------- --------------
Adjusted weighted-average shares and
assumed conversions ................ 20,655,010 20,349,674 20,540,124 20,501,109
=========== =========== =========== ==============
Basic earnings per share ........... $ .42 $ 0.33 $ 1.15 $ 0.94
=========== =========== =========== ==============
Diluted earnings per share ......... $ .41 $ 0.32 $ 1.10 $ 0.90
=========== =========== =========== ==============
NOTE H - New Accounting Pronouncements
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure - an amendment of FASB Statement No.
123." This statement provides alternative methods of transition for a voluntary
change to the fair value method of accounting for stock-based compensation. The
statement amends the disclosure requirements of FASB Statement No. 123 to
require prominent disclosure in both annual and interim financial statements
about the method of accounting for stock-based compensation and the effect of
the method used on reported results. The Company accounts for stock-based
compensation arrangements in accordance with the provisions of Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and
complies with the disclosure provisions of FASB Statement No. 123. The
transition provisions are effective for fiscal years ending after December 15,
2002. The disclosure provisions are effective for interim periods beginning
after December 15, 2002. The Company has implemented the required disclosure
provisions in the three month period ending March 29, 2003. The adoption of this
statement is not expected to have a material impact on the Company's
consolidated financial position, results of operations or cash flows as the
Company does not anticipate making the voluntary change to the fair value method
of accounting for stock-based compensation.
In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable Interest
Entities, an interpretation of Accounting Research Bulletin No. 51." FIN No. 46
requires certain variable interest entities, or VIEs, to be consolidated by the
primary beneficiary of the entity if the equity investors in the entity do not
have the characteristics of a controlling financial interest or do not have
sufficient equity at risk for the entity to finance its activities without
additional subordinated financial support from other parties. FIN No. 46 is
effective for all VIEs created or acquired after January 31, 2003. For VIEs
created or acquired prior to February 1, 2003, the provisions of FIN No. 46 must
be applied for the first interim or annual period beginning after June 15, 2003.
The Company currently has no contractual relationship or other business
relationship with a variable interest entity and therefore the adoption of FIN
No. 46 did not have a material effect on the Company's consolidated financial
position, results of operations or cash flows.
NOTE I - Call Option Arrangements
The Company periodically enters into call option arrangements, which are
classified as an equity instrument in accordance with the provisions of EITF
00-19, "Accounting for Derivative Financial Instruments Indexed to, and
Potentially Settled in, a Company's Own Stock." During the nine month period
ended June 28, 2003, a call option arrangement matured in December 2002. At
maturity, the Company's stock price exceeded the strike price of $25.00 per
share and the Company received a return of its cash investment and a premium
totaling approximately $2.6 million, which is credited to additional
paid-in-capital. If at maturity the Company's stock price was less than the
strike price, the Company would use its cash investment to purchase Company
shares at a predetermined price. A call option arrangement provides the Company
an opportunity to lock in a repurchase price for shares under the Company's
stock repurchase program. There are no dividend and liquidation preferences,
participation rights, sinking-fund requirements, unusual voting rights or any
other significant terms pertaining to these call option arrangements. As of June
28, 2003, the Company did not have any call option arrangements outstanding.
NOTE J - Stock-Based Compensation
The Company accounts for its stock-based compensation plan under the recognition
and measurement principles of APB Opinion No. 25, "Accounting for Stock Issued
to Employees" and related Interpretations. No stock-based employee compensation
cost is reflected in net income, as all options granted under those plans had an
exercise price equal to the market value of the underlying common stock on the
date of grant. The following table illustrates the effect on net income and
earnings per share if the Company had applied the fair value recognition
provisions of FASB Statement No. 123, "Accounting for Stock-Based Compensation"
to stock-based employee compensation (in thousands, except per share data).
Three Months Ended Nine Months Ended
-------------------- ------------------------
June 28, June 29, June 28, June 29,
2003 2002 2003 2002
-------- -------- -------- ----------
Net income, as reported .................. $8,384 $6,497 $22,695 $ 18,467
Deduct: Total stock-based employee
compensation expense determined under fair
value based method for all awards, net of
related tax effects
(1,522) (1,287) (5,652) (5,322)
------ ------ ------- ----------
Pro forma net income ..................... $6,862 $5,210 $17,043 $ 13,145
====== ====== ======= ==========
Earnings per share:
Basic--as reported .................. $ 0.42 $ 0.33 $ 1.15 $ 0.94
====== ====== ======= ==========
Basic--pro forma .................... $ 0.35 $ 0.27 $ 0.86 $ 0.67
====== ====== ======= ==========
Diluted--as reported ................ $ 0.41 $ 0.32 $ 1.10 $ 0.90
====== ====== ======= ==========
Diluted--pro forma .................. $ 0.33 $ 0.26 $ 0.83 $ 0.64
====== ====== ======= ==========
NOTE K - Additional Stock Option Program Information
Option Program Description: The Company intends that its stock option program be
its primary vehicle for offering long-term incentives and rewarding its
executives and key employees. Stock options are granted to key employees based
upon, among other things, prior performance of the executive or key employee,
the importance of retaining their services for the Company and the potential for
their performance to help the Company attain its long-term goals. There is no
set formula for the award of options to individual executives or employees.
Stock options are generally granted annually in conjunction with the
Compensation Committee's formal review of the individual performance of its key
executives, including its Chief Executive Officer, and their contributions to
the Company. In the nine month period ended June 28, 2003, 76% of the options
granted went to employees other than the Named Executive Officers. The Named
Executive Officers for the first nine month period of fiscal 2003 and for fiscal
2002, for purposes of this footnote, are the same Named Executive Officers for
fiscal 2002, which are identified in the Company's definitive proxy statement
for the 2003 Annual Meeting of Stockholders. The Named Executive Officers for
fiscal 2001 are the officers which are identified in the Company's definitive
proxy statement for the 2002 Annual Meeting of Stockholders. All the options
awarded are granted from the same plan. Options, which are granted at the fair
market value on the date of grant, typically vest annually over a four-year
period beginning one year from the date of grant and have a contractual life of
four years and six months.
Distribution and Dilutive Effect of Options:
- --------------------------------------------
Employee and Named Executive Officer Option Grants:
For the Nine For the Fiscal For the Fiscal
Month Period Year Ended Year Ended
Ended June 28, September 30, September 30,
2003 2002 2001
-------------- -------------- --------------
Net grants during period as % of outstanding ... 4.1% 4.7% 4.2%
shares
Grants to Named Executive Officers during period 24.1% 25.3% 17.0%
as % of options granted
Grants to Named Executive Officers ............. 1.0% 1.2% 0.7%
during period as % of shares outstanding
General Option Information:
- ---------------------------
Summary of Option Activity
(in thousands, except per share data)
Number of Weighted-Average
Shares Available Option Shares Exercise Price
for Options Outstanding per Share
---------------- ------------- ----------------
Outstanding at September 30, 2002 1,624 2,641 $ 23.18
Grants ........... (828) 828 25.36
Exercises ........ -- (770) 18.51
Cancellations .... 10 (71) 24.12
------ ------ ---------
Outstanding at June 28, 2003 .... 806 2,628 $ 25.21
====== ====== =========
In-the-Money and Out-of-the-Money Option Information as of June 28, 2003
(in thousands, except per share data)
Exercisable Unexercisable Total
--------------------------- --------------------------- --------------------------
Weighted- Weighted- Weighted-
Average Average Average
Exercise Price Exercise Price Exercise Price
Shares per Share Shares per Share Shares per Share
------ -------------- ------ -------------- ------ --------------
In-the-Money ............ 594 $ 24.52 2,034 $ 25.41 2,628 $ 25.21
Out-of-the-Money (1) .... -- -- -- -- -- --
----- --------- ----- --------- ----- ---------
Total Options Outstanding 594 $ 24.52 2,034 $ 25.41 2,628 $ 25.21
===== ========= ===== ========= ===== =========
(1) Out-of-the-Money options are those options with an exercise price equal to
or above the closing price of $49.19 at the end of the current quarter.
Executive Options: The following tables summarize option grants and exercises
during the nine month period ended June 28, 2003 to the Company's Named
Executive Officers and the value of the options held by such persons at June 28,
2003.
Options Granted to Named Executive Officers
- -------------------------------------------
Potential Realizable
Value at Assumed
Annual Rates of
Stock Price
Appreciation for
Individual Grants Option Term(4)
---------------------------------------------------------- -------------------------
Percent of Total
Options Granted
Number of to Employees in
Securities Nine Month Exercise or
Underlying Period Ended Base Price
Options Granted June 28, 2003 per Share Expiration
Name (1) (2) (3) Date 5% 10%
- ---- --------------- --------------- ---------- ---------- -- ---
Mark S. Ain ............. 60,000 7.2% $24.86 04/07/07 $366,775 $801,444
CEO & Chairman
Paul A. Lacy ............ 40,000 4.8% 24.86 04/07/07 244,517 534,296
Exec. V.P. and Chief
Financial &
Administrative Officer
Aron J. Ain ............. 40,000 4.8% 24.86 04/07/07 244,517 534,296
Exec. V.P. and Chief
Operating Officer
Peter C. George ......... 30,000 3.6% 24.86 04/07/07 183,388 400,722
V.P., Engineering & Chief
Technology Officer
James Kizielewicz ....... 30,000 3.6% 24.86 04/07/07 183,388 400,722
V.P., Marketing and
Corporate Strategy
(1) Each option vests in four equal annual installments commencing one year
from the date of grant.
(2) Based on an aggregate of 828,400 shares subject to options granted to
employees of the Company in the nine month period ended June 28, 2003.
(3) The exercise price of each option was equal to the fair market value of the
Company's common stock on the date of grant as reported by The NASDAQ
National Market(R).
(4) Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. These gains
are based on assumed rates of stock appreciation of 5% and 10% compounded
annually from the date the respective options were granted to their
expiration date (and are shown net of the option exercise price, but do not
include deductions for taxes or other expenses associated with the exercise
of the options or the sale of the underlying shares.) Actual gains, if any,
on stock option exercises will depend on the future performance of the
common stock, the optionholder's continued employment with the Company
through the option vesting period and the date on which the options are
exercised.
Option Exercises and Remaining Holdings of Named Executive Officers (for the
nine month period ended June 28, 2003)
Number of Securities
Underlying Value of Unexercised
Unexercised Options In-The-Money Options at
at June 28, 2003 June 28, 2003 (2)
Shares Acquired Value Realized Exercisable/ Exercisable/
Name on Exercise (1) Unexercisable Unexercisable
- ---- --------------- -------------- -------------------- ----------------------
Mark S. Ain ..... 67,500 $1,890,675 96,000/153,000 $2,331,240/3,584,970
Paul A. Lacy .... 51,750 1,307,691 27,750/98,500 677,929/2,292,454
Aron J. Ain ..... 61,750 1,610,471 17,750/98,500 401,029/2,292,454
Peter C. George 17,250 459,189 36,000/73,500 922,740/1,723,890
James Kizielewicz 31,500 878,034 9,000/75,000 176,835/1,734,930
(1) Represents the difference between the exercise price and the fair market
value of the common stock on the date of exercise.
(2) Based on the fair market value of the common stock on June 28, 2003
($49.19), the last day of the third quarter of the Company's 2003 fiscal
year, less the option exercise price.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Forward-Looking Statements
This discussion includes certain forward-looking statements about Kronos'
business and its expectations, including statements relating to product and
service revenues, revenue growth rates, operating expenses, gross profit, future
acquisitions and available cash, investments and operating cash flow, Kronos'
ability to obtain third-party financing, and the future effects of accounting
pronouncements. Any such statements are subject to risk that could cause the
actual results to vary materially from expectations. For a further discussion of
the various risks that may affect Kronos' business and expectations, see
"Certain Factors That May Affect Future Operating Results" in our Annual Report
of Form 10-K for the fiscal year ended September 30, 2002 at the end of
Management's Discussion and Analysis of Financial Condition and Results of
Operations. The risks and uncertainties discussed herein and in our Annual
Report on Form 10-K for the year ended September 30, 2002 do not reflect the
potential future impact of any mergers, acquisitions or dispositions. In
addition, any forward-looking statements represent our estimates only as of the
day this Quarterly Report was filed with the Securities and Exchange Commission
and should not be relied upon as representing our estimates as of any subsequent
date. While we may elect to update forward-looking statements at some point in
the future, we specifically disclaim any obligation to do so, even if our
estimates change.
Overview
Kronos is a single-source provider of human resources, payroll, scheduling,
and time and labor solutions. Kronos' solutions are designed for a wide range of
businesses from single-site to large multi-site enterprises. Kronos derives
revenues from the licensing of its software solutions, sales of its hardware
solutions and providing professional services as well as ongoing customer
support and maintenance.
Management at Kronos believes that the continued economic environment may
result in many customers deferring or reducing their technology purchases in the
future. While management believes the impact on technology purchasing may be
temporary, the effect may continue to cause delays or reductions in customer
purchases of Kronos products and services in the future.
Regarding expectations for the remainder of the current fiscal year,
management presently anticipates that revenue growth for the fourth quarter and
for the entire fiscal 2003, including revenues from customers obtained in the
acquisition of businesses, will range between 7% - 11% and 14% - 15%,
respectively.
Critical Accounting Policies
Management's discussion and analysis of financial condition and results of
operations are based upon Kronos' consolidated financial statements, which have
been prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial statements requires
Kronos to make estimates and assumptions that affect the reported amounts of
assets and liabilities, revenue and expenses, and related disclosures of
contingent assets and liabilities. Kronos bases its estimates on historical
experience and various other assumptions that are believed to be reasonable
under the circumstances. Actual results could differ from these estimates under
different assumptions or conditions.
Kronos has identified the following critical accounting policies that
affect the more significant judgments and estimates used in the preparation of
consolidated financial statements. This listing is not a comprehensive list of
all of Kronos' accounting policies. Please refer to Note A in the Notes to
Consolidated Financial Statements in Item 15 of Kronos' Annual Report on Form
10-K for the fiscal year ended September 30, 2002 for further information.
Revenue Recognition - The Company licenses software and sells data
collection hardware and related ancillary products to end-user customers through
its direct sales force as well as indirect channel customers, Automatic Data
Processing, Inc. ("ADP") and its independent resellers. Substantially all of the
Company's software license revenue is earned from perpetual licenses of
off-the-shelf software requiring no modification or customization. The software
license, data collection hardware and related ancillary product revenues from
the Company's end-user customers and indirect channel customers are generally
recognized using the residual method when:
o persuasive evidence of an arrangement exists, which is typically when a
non-cancelable sales and software license agreement has been signed;
o delivery, which is typically FOB shipping point, is complete for the
software (either physically or electronically), data collection hardware
and related ancillary products;
o the customer's fee is deemed to be fixed or determinable and free of
contingencies or significant uncertainties;
o collectibility is probable; and
o vendor specific objective evidence of fair value exists for all undelivered
elements, typically maintenance and professional services.
Under the residual method, the fair value of the undelivered elements is
deferred and the remaining portion of the arrangement fee is allocated to the
delivered elements and is recognized as revenue, assuming all other conditions
for revenue recognition have been satisfied. Substantially all of the Company's
product revenue is recognized in this manner. If the Company cannot determine
the fair value of any undelivered element included in an arrangement, the
Company will defer revenue until all elements are delivered, services are
performed or until fair value can be objectively determined.
As part of an arrangement, end-user customers typically purchase
maintenance contracts as well as professional services from the Company.
Maintenance services include telephone and Web-based support as well as rights
to unspecified upgrades and enhancements, when and if the Company makes them
generally available. Professional services are deemed to be non-essential and
typically are for implementation planning, loading of software, installation of
the data collection hardware, training, building simple interfaces, running test
data, and assisting in the development and documentation of pay rules and best
practices consulting.
Revenues from maintenance services are recognized ratably over the term of
the maintenance contract period based on vendor specific objective evidence of
fair value. Vendor specific objective evidence of fair value is based upon the
amount charged when purchased separately, which is typically the contract's
renewal rate. Maintenance services are typically stated separately in an
arrangement. The Company has classified the allocated fair value of revenues
pertaining to the contractual maintenance obligations that exist for the
12-month period subsequent to the balance sheet date as a current liability, and
the contractual obligations with a term beyond 12 months as a non-current
liability. Revenues from time and material maintenance services are recognized
as the services are delivered.
Revenues from professional services are generally recognized based on
vendor specific objective evidence of fair value when: (1) a non-cancelable
agreement for the services has been signed or a customer's purchase order has
been received; and (2) the professional services have been delivered. Vendor
specific objective evidence of fair value is based upon the price charged when
these services are sold separately and are typically an hourly rate for
professional services and a per class rate for training. Based upon the
Company's experience in completing product implementations, it has determined
that these services are typically delivered within a 12-month period subsequent
to the contract signing and therefore classifies deferred professional services
as a current liability.
The Company's arrangements with its end-user customers and indirect channel
customers do not include any rights of return or price protection, nor do
arrangements with indirect channel customers include any acceptance provisions.
Generally, the Company's arrangements with end-user customers also do not
include any acceptance provisions. However, if an arrangement does include
acceptance provisions, they typically are based on the Company's standard
acceptance provision. The Company's standard acceptance provision provides the
end-user customer with a right to a refund if the arrangement is terminated
because the product did not meet Kronos' published specifications. Generally,
the Company determines that these acceptance provisions are not substantive and
therefore should be accounted for as a warranty in accordance with SFAS No. 5.
At the time the Company enters into an arrangement, the Company assesses
the probability of collection of the fee and the terms granted to the customer.
For end-user customers, the Company's typical payment terms include a deposit
and subsequent payments, based on specific due dates, such that all payments for
the software license, data collection hardware and related ancillary products,
as well as services included in the original arrangement are ordinarily due
within one year of contract signing. The Company's payment terms for its
indirect channel customers are less than 90 days and typically due within 30
days of invoice date.
If the payment terms for the arrangement are considered extended or if the
arrangement includes a substantive acceptance provision, the Company defers
revenue not meeting the criterion for recognition under SOP 97-2 and classifies
this revenue as deferred revenue, including deferred product revenue. This
revenue is recognized, assuming all other conditions for revenue recognition
have been satisfied, when the payment of the arrangement fee becomes due and/or
when the uncertainty regarding acceptance is resolved as generally evidenced by
written acceptance or payment of the arrangement fee. The Company reports the
allocated fair value of revenues related to the product element of arrangements
as a current liability because of the expectation that these revenues will be
recognized within 12 months of the balance sheet date.
Since fiscal 1996, the Company has had a standard practice of providing
creditworthy end-user customers the option of financing arrangements beyond one
year. These arrangements, which encompass separate fees for software license,
data collection hardware and ancillary products, maintenance and support
contracts and professional services, are evidenced by distinct standard sales,
license and maintenance agreements and typically require equal monthly payments.
The term of these arrangements typically range between 18 and 36 months. At the
time the Company enters into an arrangement, the Company assesses the
probability of collection and whether the arrangement fee is fixed or
determinable. The Company considers its history of collection without
concessions as well as whether each new transaction involves similar customers,
products and arrangement economics to ensure that the history developed under
previous arrangements remains relevant to current arrangements. If the fee is
not determined to be collectible, fixed or determinable, the Company will
initially defer the revenue and recognize when collection becomes probable,
which typically is when payment is due assuming all other conditions for revenue
recognition have been satisfied.
Allowance for Doubtful Accounts and Sales Returns Allowance - Kronos
maintains an allowance for doubtful accounts to reflect estimated losses
resulting from the inability of customers to make required payments. This
allowance is based on estimates made by Kronos after consideration of factors
such as the composition of the accounts receivable aging and bad debt history.
If the financial condition of customers were to deteriorate, resulting in an
impairment of their ability to make payments, additional allowances and bad debt
expense may be required. In addition, Kronos maintains a sales returns allowance
to reflect estimated losses for sales returns and adjustments. Sales returns and
adjustments are generally due to incorrect ordering of product, general customer
satisfaction issues or incorrect billing. This allowance is established by
Kronos using estimates based on historical experience. If Kronos experiences an
increase in sales returns and adjustments, additional allowances and charges
against revenue may be required.
Valuation of Intangible Assets and Goodwill - In assessing the
recoverability of goodwill and other intangible assets, Kronos must make
assumptions regarding the estimated future cash flows and other factors to
determine the fair value of these assets. If these estimates or their related
assumptions change in the future, Kronos may be required to record impairment
charges against these assets in the reporting period in which the impairment is
determined. For intangible assets, this evaluation includes an analysis of
estimated future undiscounted net cash flows expected to be generated by the
assets over their estimated useful lives. If the estimated future undiscounted
net cash flows are insufficient to recover the carrying value of the assets over
their estimated useful lives, Kronos will record an impairment charge in the
amount by which the carrying value of the assets exceeds their fair value. For
goodwill, the impairment evaluation includes a comparison of the carrying value
of the reporting unit which houses goodwill to that reporting unit's fair value.
Kronos has only one reporting unit. The fair value of the reporting unit is
based upon the net present value of future cash flows, including a terminal
value calculation. If the reporting unit's estimated fair value exceeds the
reporting unit's carrying value, no impairment of goodwill exists. If the fair
value of the reporting unit does not exceed its carrying value, then further
analysis would be required to determine the amount of the impairment, if any. If
Kronos determines that there is an impairment in either an intangible asset, or
goodwill, Kronos may be required to record an impairment charge in the reporting
period in which the impairment is determined, which may have a negative impact
on earnings.
Capitalization of Software Development Costs - Costs incurred in the
research, design and development of software for sale to others are charged to
expense until technological feasibility is established. Thereafter, software
development costs are capitalized and amortized to product cost of sales on a
straight-line basis over the lesser of three years or the estimated economic
lives of the respective products, beginning when the products are offered for
sale. Costs incurred in the development of software for internal use are charged
to expense until it becomes probable that future economic benefits will be
realized. Thereafter, certain costs are capitalized and amortized to operating
expense on a straight-line basis over the lesser of three years or the estimated
economic life of the software.
Results of Operations
Revenues. Revenues for the three and nine month periods ended June 28, 2003
of fiscal 2003 were $98.2 million and $284.4 million, respectively, as compared
to $87.1 million and $243.1 million for the comparable periods in the prior
fiscal year. Revenue growth was 13% and 17% for the three and nine month periods
ended June 28, 2003, as compared to 15% and 17% for the three and nine months in
the comparable periods in the prior fiscal year, respectively. Revenues from
core business (business generated from customers that have not been part of an
acquired business transaction over the last four fiscal quarters) accounted for
11% of the Company's revenue growth in the three month period ended June 28,
2003 and did not contribute to revenue growth in the three month period ended
June 29, 2002. For the nine months ended June 28, 2003, core business growth
accounted for 13% of the Company's revenue growth as compared to 5% for the
comparable period in the prior fiscal year. Revenue growth attributable to
acquisitions of businesses over the last four fiscal quarters was 2% and 4% for
the three and nine months ended June 28, 2003, respectively, as compared to 15%
and 11% for the comparable periods in the prior fiscal year.
Product revenues for the three month period ended June 28, 2003 increased
4% to $42.2 million as compared to $40.5 million and a product revenue increase
of 2% in the comparable period of fiscal 2002. Product revenue for the nine
month period ended June 28, 2003 increased 14% to $125.2 million as compared to
$109.7 million and a product revenue increase of 3% in the comparable period of
fiscal 2002. The principal factors driving product revenue growth were increased
customer demand for the newest badge terminal (Kronos' data collection device)
in the three month period ended June 28, 2003, and increased customer demand for
the newest badge terminal, as well as software capacity upgrades, in the nine
month period ended June 28, 2003. Another factor driving product revenue growth
experienced in the nine month period ended June 28, 2003 was revenues related to
the conversion to Kronos products by, and add-on sales to, customers acquired
from other providers of labor management solutions. Product revenue derived from
acquired customers was not material in the three month period ended June 28,
2003, and $2.4 million or 2% of total product revenue in the nine month period
ended June 28, 2003. Although product revenues increased during the quarter as
compared to the same period in the prior year, management believes that the
continued economic environment may result in customers deferring or reducing
their technology purchases in the future. While management believes the impact
on technology purchasing may be temporary, the effect may cause delays or
reductions in customer purchases of Kronos products and services in the future.
Maintenance revenues for the three month period ended June 28, 2003
increased 21% to $32.8 million as compared to $27.1 million and a maintenance
revenue increase of 35% in the comparable period of fiscal 2002. Maintenance
revenues for the first nine months of fiscal 2003 increased 18% to $91.5 million
as compared to $77.5 million and a maintenance revenue increase of 33% in the
first nine months of fiscal 2002. Maintenance revenue from core business
accounted for 16% of Kronos' maintenance revenue growth in the three month
period ended June 28, 2003 and accounted for 15% of Kronos' maintenance revenue
growth in the same period of the prior fiscal year. Maintenance revenue from
core business accounted for 13% of Kronos' maintenance revenue growth in the
nine month period ended June 28, 2003 and accounted for 15% of Kronos'
maintenance revenue growth in the same period of the prior fiscal year.
Maintenance revenue growth attributable to acquisitions of businesses over the
last four quarters was 5% for both the three and nine months ended June 28,
2003, as compared to 20% and 18% for the comparable periods in the prior fiscal
year. The increase in core business maintenance revenues in both the three and
nine month periods ended June 28, 2003 was the result of expansion of the
installed base, an increase in the value of maintenance contracts, an
improvement in the maintenance billing process, and incremental maintenance
revenues attributable to customers obtained from the acquisition of businesses.
The increase in the value of the maintenance contracts was principally
attributable to the platform upgrade of existing customers to Kronos' new
products. Platform and capacity upgrade sales typically result in an increased
value of maintenance contracts.
Professional services revenues for the three month period ended June 28,
2003 increased 19% to $23.2 million as compared to $19.5 million and a
professional services revenue increase of 22% in the comparable period of fiscal
2002. Professional service revenues for the first nine months of fiscal 2003
increased 21% to $67.7 million as compared to an increase of 27% to $56.0
million in the first nine months of fiscal 2002. Professional services revenue
from core business accounted for 16% of Kronos' professional services revenue
growth in the three month period ended June 28, 2003 and accounted for 7% of
Kronos' professional services revenue growth in the same period of the prior
fiscal year. Professional services revenue from core business accounted for 17%
of Kronos' professional services revenue growth in the nine month period ended
June 28, 2003 and accounted for 15% of Kronos' professional services revenue
growth in the same period of the prior fiscal year. Professional services
revenue growth attributable to acquisitions of businesses over the last four
quarters was 3% and 4% for the three and nine months ended June 28, 2003,
respectively, as compared to 15% and 12% for the comparable periods in the prior
fiscal year. The growth in core business professional services revenues in both
the three and nine month periods ended June 28, 2003, was primarily due to an
increase in the level of professional services accompanying new and platform
upgrade sales and an increase in demand for Kronos' services. The growth in
professional service revenues for the three and nine months ended June 29, 2002
reflected an increase in the level of professional services accompanying new and
upgrade sales, an increase in the level of follow-on services sold to the
installed base, and an increase in delivery of professional services resulting
from improving the efficiency of Kronos services organization.
Deferred maintenance revenues increased 8% from September 30, 2002. Current
deferred maintenance revenues increased 11% and long-term deferred maintenance
revenues decreased 19% from September 30, 2002. Maintenance revenues have grown
at a faster rate than deferred maintenance primarily due to the positive impact
on the improvement in the billing process which appropriately captures the
effective date of contract reinstatements, as well as the effect of the timing
of the expiration of multi-year maintenance contracts sold in previous fiscal
years and the effect of acquisitions completed near the end of the previous
fiscal year. The decrease in the long-term portion was due to Kronos' decision
in fiscal 2000 to curtail the practice of selling multi-year maintenance
contracts. Deferred professional services revenues increased 3% from September
30, 2002. Professional services revenues have grown at a faster rate than the
deferred professional services primarily due to an increase in the level of
professional services that are billed in arrears as services are delivered, as
well as an increase in the utilization efficiency of the service organization as
compared to the prior fiscal year.
Gross Profit. Gross profit as a percentage of revenues was 61% for both the
three and nine month periods ended June 28, 2003, respectively, as compared to
60% in the three month period ended June 29, 2002 and 61% in the nine month
period ended June 29, 2002. The increase in gross profit for the three month
period ended June 28, 2003, as compared to the same period in the prior year is
attributable to an increase in service gross profit and, to a lesser extent, an
increase in product gross profit. Product gross profit as a percentage of
product revenues was 76% for both the three and nine month periods ended June
28, 2003, respectively, compared to 75% both the three and nine month periods of
the prior fiscal year. This increase in product gross profit is primarily
attributable to favorable product mix and manufacturing volume. During the three
month period ended June 28, 2003, the product mix contained a lower proportion
of third party products for re-sale, which typically generate lower margins. In
addition, an increase in the volume of badge terminals sold resulted in lower
production costs per unit. Service gross profit as a percentage of service and
maintenance revenues was 50% and 49% for the three and nine month periods ended
June 28, 2003, respectively, as compared to 47% and 49% in the same periods of
the prior fiscal year, respectively. This increase in service gross profit for
the three month period ended June 28, 2003, as compared to the same period last,
year was primarily the result of increased productivity in the service
organization. The improvement in productivity is the result of leveraging and
effectively managing the resources required to deliver customer support.
Management anticipates overall gross profit in the fourth quarter of fiscal 2003
to exceed that experienced in the three month period ended June 28, 2003 despite
anticipating that more revenue will be derived from newer products including its
Kronos 4500 terminal and HRMS products, which carry higher production and
royalty costs, and increased investment in infrastructure to support the
introduction of its HRMS products.
Net Operating Expenses. Net operating expenses for the three months ended
June 28, 2003 increased $4.4 million, or 10%, to $46.6 million as compared to an
increase of $1.2 million, or 3%, to $42.2 million for the comparable period in
the prior fiscal year. For the nine month period ended June 28, 2003, net
operating expenses increased $17.2 million, or 14%, to $136.6 million as
compared to an increase of $2.5 million, or 2%, to $119.4 million for the
comparable period in the prior fiscal year. The increase in actual spending for
the three and nine month periods ended June 28, 2003, as compared to the same
periods in the prior fiscal year was primarily attributable to investments in
personnel and related compensation and support costs, including those associated
with the introduction of the new HRMS products, as well as increased spending
for outside consultants and professional fees, training costs, and additional
investment in infrastructure costs required to support higher sales volumes. As
a percentage of revenues, net operating expenses were 47% for the three month
period ended June 28, 2003, and 48% for the nine month period ended June 28,
2003, as compared to 49% for both the three and nine month periods ended June
29, 2002. The reduction in net operating expenses as a percentage of revenues
was attributable to the leveraging of investments in infrastructure to generate
higher sales volumes, and continued corporate-wide efforts to contain costs.
Although management intends to decrease operating expenses as a percentage of
revenues during the remainder of fiscal 2003, principally through continued
productivity improvements, uncertainty related to the current economic climate
and its impact on the timing of customers' purchases, as well as increased
investments in productivity programs and infrastructure to support the
introduction of the new HRMS products, may prevent decreases in operating
expenses as a percentage of revenues from being realized.
Sales and marketing expenses increased $2.7 million, or 10%, to $31.1
million for the three month period ended June 28, 2003 as compared to an
increase of $2.3 million, or 9%, to $28.3 million in the comparable period of
fiscal 2002. For the first nine months of fiscal 2003, sales and marketing
expenses increased $11.9 million, or 15%, to $91.5 million as compared to an
increase of $6.6 million, or 9%, to $79.6 million for the first nine months of
fiscal 2002. The increase in sales and marketing spending was attributable to
Kronos' investments in sales personnel and related compensation and support
costs to maximize the penetration of existing accounts and to add new customers,
additional spending for personnel training, as well as initiatives to expand
market awareness of Kronos products and services. As a percentage of revenues,
sales and marketing were 32% for both three and nine month periods ended June
28, 2003, as compared to 33% for the same periods in the prior fiscal year. The
decrease in sales and marketing expense as a percentage of revenues was
primarily due to leveraging the investments in infrastructure to generate higher
sales volumes.
Engineering, research and development expenses have increased $0.9 million,
or 10%, to $9.9 million for the quarter as compared to a decrease of $0.1
million, or 1%, to $9.0 million for the same period in the prior fiscal year.
For the nine months ended June 28, 2003 engineering, research and development
expenses increased $1.7 million, or 7%, to $27.9 million as compared to an
increase of $0.8 million, or 3%, to $26.2 million for the first nine months of
fiscal 2002. The increase in spending in the three month period ended June 28,
2003, as compared to the same period in the prior fiscal year, was primarily due
to an increase in compensation related expenses, including those associated with
the introduction of the new HRMS products, and an increase in costs associated
with engineering consultants, partially offset by the reallocation of certain
engineering resources focused upon information systems support to general and
administrative expenses. The increase in spending in the first nine months of
fiscal 2003, as compared to the same period in the prior fiscal year, was
principally due to an increase in compensation related expenses, as well as an
increase in training expenses and an increase in costs associated with
engineering consultants, partially offset by the previously discussed
reallocation of engineering resources to general and administrative expenses.
Engineering, research and development expenses as a percentage of revenues were
10% for both the three and nine month periods ended June 28, 2003, as compared
to 10% and 11% for the same periods in the prior fiscal year. The decrease as a
percentage of revenues for the nine months ended June 28, 2003, as compared to
the same period in the prior fiscal year, was primarily due to higher sales
volume in fiscal 2003. Engineering, research and development expenses of $9.9
million and $9.0 million in the third quarter of fiscal 2003 and 2002,
respectively, are net of capitalized software development costs of $3.1 million
and $3.0 million, respectively, for each quarter. Engineering, research and
development expenses of $27.9 million and $26.2 million in the first nine months
of fiscal 2003 and 2002, respectively, are net of capitalized software
development costs of $9.0 million and $8.4 million, respectively. The
significant project development efforts in the first nine months of fiscal 2003
principally related to further development and enhancement of the Workforce
Central(R) suite, Workforce HR(TM), Workforce Payroll(TM), Kronos 4500(TM)
terminal and, to a lesser extent, the eForce(R) software acquired from
SimplexGrinnell on December 28, 2001.
General and administrative expenses increased $0.6 million, or 10%, to $6.1
million for the three month period ended June 28, 2003 as compared to an
increase of $0.6 million, or 11%, to $5.5 million in the comparable period of
fiscal 2002. For the first nine months of 2003, general and administrative
expenses increased $3.4 million, or 22%, to $18.5 million as compared to an
increase of $1.5 million, or 11%, to $15.1 million for the first nine months of
fiscal 2002. The increase in general and administrative expenses in the three
and nine month periods ended June 28, 2003 was primarily due to Kronos'
investment in personnel and related compensation and support costs (including
those costs associated with the previously discussed reallocation of engineering
resources to general and administrative expenses), an increase in fees related
to tax planning services, an increase in bad debt expense and continued
investment in other infrastructure to support the growth of operations. General
and administrative expenses as a percentage of revenues were 6% and 7% for the
three and nine month periods ended June 28, 2003, respectively, as compared to
6% for the same periods in the prior fiscal year. General and administrative
expenses primarily consist of personnel and overhead related expenses for
administrative, information technology, finance, legal and human resources
support functions.
Amortization of intangible assets as a percentage of revenues were 1% for
all periods presented. Other income, net as a percentage of revenues were 1% in
both the three and nine month periods ended June 28, 2003, as compared to 2% for
the same periods in the prior fiscal year. Other income, net is principally
interest income earned from Kronos' cash as well as investments in its
marketable securities and financing arrangements.
Income Taxes. The provision for income taxes as a percentage of pretax
income was 37.2% in the three month period ended June 28, 2003, and 36.5% for
the nine month period ended June 28, 2003. As a percentage of pretax income, the
three month period ended June 29, 2002 had a tax provision of 34.8% and the nine
month period ended June 29, 2002 had a tax provision of 34.8%. Kronos' effective
income tax rate may fluctuate between periods as a result of various factors,
including income tax credits, foreign tax rate differentials and state income
taxes.
Newly Issued Accounting Standards. In December 2002, the FASB issued SFAS
No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure -
an amendment of FASB Statement No. 123." This statement provides alternative
methods of transition for a voluntary change to the fair value method of
accounting for stock-based compensation. The statement amends the disclosure
requirements of FASB Statement No. 123 to require prominent disclosure in both
annual and interim financial statements about the method of accounting for
stock-based compensation and the effect of the method used on reported results.
Kronos accounts for stock-based compensation arrangements in accordance with the
provisions of Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees" and complies with the disclosure provisions of FASB
Statement No. 123. The transition provisions are effective for fiscal years
ending after December 15, 2002. The disclosure provisions are effective for
interim periods beginning after December 15, 2002. Kronos implemented the
required disclosure provisions in the three month period ended March 29, 2003.
The adoption of this statement is not expected to have a material impact on
Kronos' consolidated financial position, results of operations or cash flows as
Kronos does not anticipate making the voluntary change to the fair value method
of accounting for stock-based compensation.
In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable
Interest Entities, an interpretation of Accounting Research Bulletin No. 51."
FIN No. 46 requires certain variable interest entities, or VIEs, to be
consolidated by the primary beneficiary of the entity if the equity investors in
the entity do not have the characteristics of a controlling financial interest
or do not have sufficient equity at risk for the entity to finance its
activities without additional subordinated financial support from other parties.
FIN No. 46 is effective for all VIEs created or acquired after January 31, 2003.
For VIEs created or acquired prior to February 1, 2003, the provisions of FIN
No. 46 must be applied for the first interim or annual period beginning after
June 15, 2003. Kronos currently has no contractual relationship or other
business relationship with a variable interest entity and therefore the adoption
of FIN No. 46 did not have a material effect on Kronos' consolidated financial
position, results of operations or cash flows. However, if Kronos enters into
any such arrangement with a VIE in the future, Kronos' consolidated financial
position or results of operations may be adversely affected.
Liquidity and Capital Resources
Kronos funds its business through cash generated by operations. If
near-term demand for Kronos' products weakens or if significant anticipated
sales in any quarter do not close when expected, the availability of such funds
may be adversely impacted. If the need arose, Kronos believes that based on its
current debt-free balance sheet and its financial position, it would be
successful in securing financing from the capital markets.
Cash, cash equivalents and marketable securities (which includes both short
and long term securities) amounted to $103.1 million as of June 28, 2003, and
$74.7 million as of September 30, 2002. This increase in cash, cash equivalents
and marketable securities is due to cash generated from operations. Working
capital as of June 28, 2003 amounted to $9.3 million as compared with $2.4
million at September 30, 2002. This increase in working capital is primarily due
to an increase in cash resulting from cash provided by operations.
Cash provided by operations amounted to $53.2 million in the first nine
months of fiscal 2003 as compared to $42.7 million in the first nine months of
fiscal 2002. The increase in operating cash flows in fiscal 2003 is principally
attributable to higher net income, increased non-cash charges that are added
back in the calculation of cash flow from operations, as well as the net
positive impact of changes in accounts receivable, deferred revenues, accounts
payable and accrued expenses. In addition, although the tax benefit from
exercise of stock options contributed less to cash flow from operations in the
first nine months of fiscal 2003, as compared to the same period last fiscal
year, the related increase in taxes payable more than offsets this effect.
Cash used for property, plant and equipment was $8.5 million in the first
nine months of fiscal 2003 compared to $8.3 million in the first nine months of
fiscal 2002. Kronos' use of cash for property, plant and equipment in both
periods presented includes investments in information system and infrastructure
to improve and support expanding operations. Kronos' use of cash for the
acquisition of businesses and software for the nine months ended June 28, 2003
and June 29, 2002 was principally related to the acquisitions of specified
assets and/or businesses of Kronos' dealers and/or other providers of labor
management solutions. In addition, during the first nine months of fiscal 2002,
Kronos' use of cash for the acquisition of businesses and software included cash
used for the acquisition of the source code license for the Abra Enterprise
human resources and payroll software. Kronos is assessing several acquisition
opportunities that may be completed over the next twelve months, although there
can be no assurance that these acquisitions will be completed. Excess cash
reserves not required for operations, investments in property, plant and
equipment or acquisitions are invested in marketable securities. Net investments
in marketable securities increased by $17.9 million in the first nine months of
fiscal 2003 compared to an increase of $3.5 million in the first nine months of
fiscal 2002.
Under Kronos' stock repurchase program, Kronos repurchased 356,700 common
shares in the first nine months of fiscal 2003 at a cost of $13.2 million,
compared to 396,950 common shares at a cost of $17.0 million for the same period
in the prior fiscal year. The common shares repurchased under the program are
used for Kronos' employee stock option plans and employee stock purchase plan.
During the first quarter of fiscal 2003, Kronos received $2.6 million upon the
maturity of a call option arrangement. As of June 28, 2003, Kronos did not have
any outstanding call option arrangements. Please refer to Note I in the Notes to
Condensed Consolidated Financial Statements for further details regarding call
option arrangements. Cash provided by operations was sufficient to fund
investments in capitalized software development costs, property, plant and
equipment and stock repurchases.
Kronos leases certain office space, manufacturing facilities and equipment
under long-term operating lease agreements. In addition, certain acquisition
agreements contain provisions that require Kronos to make a guaranteed payment
and/or contingent payments based upon profitability of the business unit or if
specified minimum revenue requirements are met. Future minimum rental
commitments under operating leases with noncancellable terms of one year or
more, and future payment obligations related to guaranteed payments are as
follows (in thousands):
Payments Due by Period
--------------------------------------------------------------------
Contractual Less than More than
Obligations Total 1 year 1-3 years 3-5 years 5 years
- ----------- ------- --------- --------- --------- ---------
Operating Lease Obligations $35,847 $ 9,619 $15,749 $ 7,752 $ 2,727
Guaranteed Payment
Obligations ............... 5,071 2,959 2,000 112 --
------- ------- ------- ------- -------
Total ..................... $40,918 $12,578 $17,749 $ 7,864 $ 2,727
======= ======= ======= ======= =======
Kronos believes that with cash generated from ongoing operations it has
adequate cash and investments and operating cash flow to fund its investments in
property, plant and equipment, software development costs, cash requirements
under operating leases, cash payments related to acquisitions, if any, and any
additional stock repurchases for the foreseeable future.
During the three months ended June 28, 2003, Kronos did not engage in:
o material off-balance sheet activities, including the use of structured
finance or special purpose entities,
o material trading activities in non-exchange traded commodity contracts, or
o transactions with persons or entities that benefit from their
non-independent relationship with Kronos.
Certain Factors That May Affect Future Operating Results
Except for historical matters, the matters discussed in this Quarterly
Report on Form 10-Q are "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995 (the "Act"). Kronos desires to
take advantage of the safe harbor provisions of the Act and is including this
statement for the express purpose of availing itself of the protection of the
safe harbor with respect to all forward-looking statements that involve risks
and uncertainties.
Kronos' actual operating results may differ from those indicated by
forward-looking statements made in this Quarterly Report on Form 10-Q and
presented elsewhere by management from time to time because of a number of
factors including the potential fluctuations in quarterly results, timing and
acceptance of new product introductions by Kronos and its competitors, the
dependence on Kronos' time and attendance product line, the ability to attract
and retain sufficient technical personnel, the protection of Kronos'
intellectual property and the potential infringement on Kronos' intellectual
property rights, competitive pricing pressure, and the dependence on alternate
distribution channels and on key vendors, as further described below and in
Kronos' Annual Report on Form 10-K for the fiscal year ended September 30, 2002,
which are specifically incorporated by reference herein.
Potential Fluctuations in Results. Kronos' operating results, including
revenue growth, sources of revenue, effective tax rate and liquidity, may
fluctuate as a result of a variety of factors, including the purchasing patterns
of its customers, mix of products and services sold, the ability of Kronos to
effectively integrate acquired businesses into Kronos' operations, the timing of
the introduction of new products and product enhancements by Kronos and its
competitors, the strategy employed by Kronos to enter the Human Resources
Management System ("HRMS") market, market acceptance of new products,
competitive pricing pressure and general economic conditions. Kronos
historically has realized a relatively larger percentage of its annual revenues
and profits in the third and fourth quarters and a relatively smaller percentage
in the first and second quarters of each fiscal year, although there can be no
assurance that this pattern will continue. In addition, substantially all of
Kronos' product revenue and profits in each quarter result from orders received
in that quarter. If near-term demand for Kronos' products weakens or if
significant anticipated sales in any quarter do not close when expected, Kronos'
revenues for that quarter will be adversely affected. Kronos believes that its
operating results for any one period are not necessarily indicative of results
for any future period.
Dependence on Labor Management Product Line. To date, more than 90% of
Kronos' revenues have been attributable to sales of labor management systems and
related services. Although Kronos has introduced its products for the licensed
HRMS market during fiscal 2002, Kronos expects that its dependence on the labor
management product line for revenues will continue for the foreseeable future.
Competitive pressures or other factors could cause Kronos' labor management
products to lose market acceptance or experience significant price erosion,
adversely affecting the results of Kronos' operations.
Product Development and Technological Change. Continual change and
improvement in computer software and hardware technology characterize the
markets for labor management systems. Kronos' future success will depend largely
on its ability to enhance the capabilities and increase the performance of its
existing products and to develop new products and interfaces to third-party
products on a timely basis to meet the increasingly sophisticated needs of its
customers. Although Kronos is continually seeking to further enhance its labor
management, HR and payroll product offerings (including products for the HRMS
market) and to develop new products and interfaces, there can be no assurance
that these efforts will succeed, or that, if successful, such product
enhancements or new products will achieve widespread market acceptance, or that
Kronos' competitors will not develop and market products which are superior to
Kronos' products or achieve greater market acceptance.
Dependence on Alternate Distribution Channels. Kronos markets and sells its
products through its direct sales organization, independent resellers and ADP
under an OEM agreement. In the first nine months of fiscal 2003, approximately
9% of Kronos' revenue was generated through sales to resellers and ADP.
Management does not anticipate that its entrance into the HRMS market will have
a negative impact on its relationship with ADP. However, a reduction in the
sales efforts of either Kronos' major resellers or ADP, or termination or
changes in their relationships with Kronos, could have a material adverse effect
on the results of Kronos' operations. Earlier in fiscal 2003, Kronos and ADP
signed a letter of intent to extend their business relationship for an
additional term of five years.
Competition. The labor management industry is highly competitive.
Technological changes such as those allowing for increased use of the Internet
have resulted in new entrants into the market. Although Kronos believes it has
core competencies that position it strongly in the marketplace, maintaining
Kronos' technological and other advantages over competitors will require
continued investment by Kronos in research and development and marketing and
sales programs. There can be no assurance that Kronos will have sufficient
resources to make such investments or be able to achieve the technological
advances necessary to maintain its competitive advantages. Increased competition
could adversely affect Kronos' operating results through price reductions and/or
loss of market share. With Kronos' efforts to expand its labor management
offering with the recent introduction of its HRMS product suite, Kronos will
continue to meet strong competition. Many of these competitors may be able to
adapt more quickly to new or emerging technologies or to devote greater
resources to the promotion and sale of their HRMS products. Many of Kronos' HRMS
competitors have significantly greater financial, technical and sales and
marketing resources than Kronos, as well as more experience in delivering HRMS
solutions. There can be no assurance that Kronos will be able to compete
successfully in the HRMS marketplace, and its failure to do so could have a
material adverse impact upon its business, prospects, financial condition and
operating results.
Attracting and Retaining Sufficient Technical Personnel for Product
Development, Support and Sales. Kronos has encountered intense competition for
experienced technical personnel for product development, technical support and
sales and expects such competition to continue in the future. Any inability to
attract and retain a sufficient number of qualified technical personnel could
adversely affect Kronos' ability to produce, support and sell products in a
timely manner.
Protection of Intellectual Property. Kronos has developed, and through its
acquisitions of businesses and software, acquired proprietary technology and
intellectual property rights. Kronos' success is dependent upon its ability to
further develop and protect its proprietary technology and intellectual property
rights. Kronos seeks to protect products, software, documentation and other
written materials primarily through a combination of trade secret, patent,
trademark and copyright laws, confidentiality procedures and contractual
provisions. While Kronos has attempted to safeguard and maintain its proprietary
rights, it is unknown whether Kronos has been or will be successful in doing so.
Despite Kronos' efforts to protect its proprietary rights, unauthorized
parties may attempt to copy aspects of its products or obtain and use
information that is regarded as proprietary. Policing unauthorized use of
Kronos' products is difficult. While Kronos is unable to determine the extent to
which piracy of its software products exists, software piracy can be expected to
be a persistent problem, particularly in foreign countries where the laws may
not protect proprietary rights as fully as in the United States. Kronos can
offer no assurance that it can adequately protect its proprietary rights or that
its competitors will not reverse engineer or independently develop similar
technology.
Infringement of Intellectual Property Rights. Kronos cannot provide
assurance that others will not claim that Kronos developed or acquired
intellectual property rights infringe on their intellectual property rights or
that Kronos does not in fact infringe on those intellectual property rights.
Any litigation regarding intellectual property rights could be costly and
time-consuming and divert the attention of Kronos' management and key personnel
from business operations. The complexity of the technology involved and the
uncertainty of intellectual property litigation increase these risks. Claims of
intellectual property infringement might also require Kronos to enter into
costly royalty or license agreements, and in this event, Kronos may not be able
to obtain royalty or license agreements on acceptable terms, if at all. Kronos
may also be subject to significant damages or an injunction against the use of
its products. A successful claim of patent or other intellectual property
infringement against Kronos could cause immediate and substantial damage to its
business and financial condition.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Kronos is exposed to a variety of market risks, including changes in
interest rates affecting the return on its investments, foreign currency
fluctuations and decreases in its common stock price affecting capped call
options. Refer to Note A "Summary of Significant Accounting Policies" in the
Notes to Consolidated Financial Statements in the Annual Report on Form 10-K for
the year ended September 30, 2002 for further discussion regarding marketable
securities, foreign currency forward exchange contracts and capped call option
arrangements. Kronos' marketable securities that expose it to market rate risks
are comprised of debt securities. A decrease in interest rates would not
adversely impact interest income or related cash flows pertaining to securities
held at June 28, 2003, as all of these securities have fixed rates of interest.
A 100 basis point increase in interest rates would not adversely impact the fair
value of these securities by a material amount due to the size and average
duration of the portfolio. Kronos' exposure to market risk for fluctuations in
foreign currency relate primarily to the amounts due from subsidiaries. Exchange
gains and losses related to amounts due from subsidiaries have not been
material. For foreign currency exposures existing at June 28, 2003, a 10%
unfavorable movement in the foreign exchange rates for each subsidiary location
would not expose the Company to material losses in earnings or cash flows. The
calculation assumes that each exchange rate would change in the same direction
relative to the U.S. dollar.
Kronos has periodically entered into short term capped call options in
conjunction with its stock repurchase initiatives. As of June 28, 2003, there
were no capped call option arrangements outstanding.
Item 4. Controls and Procedures.
(a) Evaluation of Disclosure Controls and Procedures
The Company's management, with the participation of the Company's Chief
Executive Officer and Chief Financial Officer, evaluated the effectiveness of
the Company's disclosure controls and procedures (as defined in Rules 13a-15(e)
and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) as of June 28, 2003. Based on this evaluation, the Company's
Chief Executive Officer and Chief Financial Officer concluded that, as of June
28, 2003, the Company's disclosure controls and procedures were (1) designed to
ensure that material information relating to the Company, including its
consolidated subsidiaries, is made known to the Company's Chief Executive
Officer and Chief Financial Officer by others within those entities,
particularly during the period in which this report was being prepared and (2)
effective, in that they provide reasonable assurance that information required
to be disclosed by the Company in the reports that it files or submits under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms.
(b) Changes in Internal Controls
No change in the Company's internal control over financial reporting (as defined
in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the
fiscal quarter ended June 28, 2003 that has materially affected, or is
reasonably likely to materially affect, the Company's internal control over
financial reporting.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
31.1 Certification by Chief Executive Officer pursuant to Rule
13a-14(a) of the Securities Exchange Act of 1934, as
amended.
31.2 Certification by Chief Financial Officer pursuant to Rule
13a-14(a) of the Securities Exchange Act of 1934, as
amended.
32.1 Certificate by Chief Executive Officer and Chief Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
10.1(1) Kronos Incorporated 2003 Employee Stock Purchase Plan as
amended.
(b) Reports on Form 8-K
On July 24, 2003, the Company furnished a Current Report on Form 8-K under
Item 9, containing a copy of its earnings release, dated July 24, 2003, for
the period ending June 28, 2003 pursuant to Item 12 (Results of Operations
and Financial Condition).
(1) Incorporated by Reference to the Registrants Form S-8 filed on
August 1, 2003 (File No. 333-107572)
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 thereunto duly authorized.
KRONOS INCORPORATED
August 8, 2003 By /s/ Paul A. Lacy
------------------------------------------
Paul A. Lacy
Executive Vice President,
Chief Financial and Administrative Officer
(Duly Authorized Officer and
Principal Financial Officer)
KRONOS INCORPORATED
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
31.1 Certification by Chief Executive Officer pursuant to Rule
13a-14(a) of the Securities Exchange Act of 1934, as amended.
31.2 Certification by Chief Financial Officer pursuant to Rule
13a-14(a) of the Securities Exchange Act of 1934, as amended.
32.1 Certificate by Chief Executive Officer and Chief Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
10.1(1) Kronos Incorporated 2003 Employee Stock Purchase Plan as amended.
(1) Incorporated by Reference to the Registrant's Form S-8 filed on
August 1, 2003 (File No. 333-107572).
Exhibit 31.1
CERTIFICATIONS
I, Mark S. Ain, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Kronos Incorporated;
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;
b) [Paragraph omitted in accordance with SEC transition instructions
contained in SEC Release 34-47986]
c) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board
of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
Date: August 8, 2003 /s/ Mark S. Ain
-----------------------------------
Mark S. Ain
Chief Executive Officer
Exhibit 31.2
CERTIFICATIONS
I, Paul A. Lacy, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Kronos Incorporated;
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;
b) [Paragraph omitted in accordance with SEC transition instructions
contained in SEC Release 34-47986]
c) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board
of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
Date: August 8, 2003 /s/ Paul A. Lacy
-------------------------------------------
Paul A. Lacy
Executive Vice President, Chief Financial
and Administrative Officer
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Kronos Incorporated
(the "Company") for the period ended June 28, 2003 as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), the undersigned, Mark
S. Ain, Chief Executive Officer of the Company, and Paul A. Lacy, Executive Vice
President, Chief Financial and Administrative Officer of the Company, each
hereby certifies, pursuant to 18 U.S.C. Section 1350, that:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.
/s/ Mark S. Ain
------------------------------------------
Dated: August 8, 2003 Mark S. Ain
Chief Executive Officer
/s/ Paul A. Lacy
------------------------------------------
Dated: August 8, 2003 Paul A. Lacy
Executive Vice President, Chief Financial
and Administrative Officer
A signed original of this written statement required by Section 906 has been
provided to Kronos Incorporated and will be retained by Kronos Incorporated and
furnished to the Securities and Exchange Commission or its staff upon request.