UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended December 31, 2002 |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 000-23195
TIER TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
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California |
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94-3145844 |
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(State or other jurisdiction |
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(I.R.S. Employer |
2001 N. Main Street, Suite 500
Walnut Creek, California 94596
(Address
of principal executive offices)
(Zip Code)
(925) 937-3950
(Registrant’s telephone number, including area code)
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.
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(1) Yes ý No o |
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(2) Yes ý No o |
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
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(1) Yes ý No o |
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As of January 31, 2003, the number of shares outstanding of the Registrant’s Class A Common Stock was 880,000 and the number of shares outstanding of the Registrant’s Class B Common Stock was 18,208,958.
TIER TECHNOLOGIES, INC.
FORM 10-Q
TABLE OF CONTENTS
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Condensed Consolidated Balance Sheets as of December 31, 2002 and September 30, 2002 |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
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Private Securities Litigation Reform Act Safe Harbor Statement
Certain statements contained in this report, including statements regarding the development of and demand for our services and our markets and other statements that are not historical facts, are forward–looking statements within the meaning of the federal securities laws. These forward–looking statements relate to future events or our future financial and/or operating performance and can generally be identified as such because the context of the statement will include words such as “may”, “will”, “intends”, “plans”, “believes”, “anticipates”, “expects”, “estimates”, “shows”, “predicts”, “potential”, “continue”, or “opportunity”, the negative of these words or words of similar import. These forward–looking statements are subject to risks and uncertainties, including the risks and uncertainties described and referred to under “Factors That May Affect Future Results” beginning on page 19, that could cause actual results to differ materially from those anticipated as of the date of this report.
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ITEM 1. FINANCIAL STATEMENTS
TIER TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
(in thousands)
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December
31, |
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September
30, |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
33,584 |
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$ |
41,750 |
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Short-term investments |
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16,087 |
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18,571 |
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Accounts receivable, net |
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36,637 |
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32,686 |
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Prepaid expenses and other current assets |
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10,296 |
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7,908 |
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Total current assets |
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96,604 |
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100,915 |
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Equipment and software, net |
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8,524 |
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8,751 |
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Notes and accrued interest receivable from related parties, less current portion |
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1,999 |
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1,967 |
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Goodwill and other acquired intangible assets, net |
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75,179 |
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76,118 |
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Long-term investments |
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19,647 |
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11,906 |
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Other assets |
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1,485 |
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1,462 |
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Total assets |
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$ |
203,438 |
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$ |
201,119 |
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
1,632 |
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$ |
959 |
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Accrued liabilities |
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8,603 |
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11,184 |
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Accrued subcontractor expenses |
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4,762 |
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3,257 |
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Accrued compensation and related liabilities |
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4,039 |
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3,979 |
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Purchase price payable and accrued contingent earnouts |
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2,663 |
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3,387 |
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Deferred income |
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4,003 |
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3,231 |
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Other current liabilities |
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2,500 |
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2,226 |
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Total current liabilities |
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28,202 |
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28,223 |
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Long-term debt, less current portion |
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285 |
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288 |
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Deferred taxes payable |
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4,458 |
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4,458 |
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Other liabilities |
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1,064 |
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1,129 |
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Total liabilities |
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34,009 |
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34,098 |
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Commitments and contingencies |
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Shareholders’ equity: |
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Common stock, no par value |
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170,499 |
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169,772 |
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Notes receivable from shareholders |
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(1,773 |
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(1,773 |
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Accumulated other comprehensive loss |
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(334 |
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(291 |
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Retained earnings (accumulated deficit) |
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1,037 |
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(687 |
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Total shareholders’ equity |
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169,429 |
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167,021 |
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Total liabilities and shareholders’ equity |
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$ |
203,438 |
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$ |
201,119 |
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See Notes to Condensed Consolidated Financial Statements
3
TIER TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(in thousands, except per share data)
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Three
Months Ended |
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2002 |
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2001 |
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Net revenues |
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$ |
32,195 |
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$ |
23,010 |
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Cost of revenues |
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20,315 |
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13,992 |
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Gross profit |
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11,880 |
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9,018 |
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Costs and expenses: |
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Selling and marketing |
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1,919 |
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1,351 |
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General and administrative |
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5,804 |
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4,091 |
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Business combination integration |
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405 |
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Depreciation and amortization |
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1,402 |
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1,376 |
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Income from continuing operations |
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2,350 |
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2,200 |
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Interest income (expense), net |
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386 |
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111 |
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Income from continuing operations before income taxes |
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2,736 |
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2,311 |
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Provision for income taxes |
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1,012 |
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855 |
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Income from continuing operations, net of income taxes |
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1,724 |
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1,456 |
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Loss from operations of discontinued operation, net of income taxes |
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— |
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(258 |
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Net income |
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$ |
1,724 |
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$ |
1,198 |
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Income from continuing operations, net of income taxes: |
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Per basic share |
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$ |
0.09 |
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$ |
0.11 |
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Per diluted share |
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$ |
0.09 |
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