United States
Securities and Exchange Commission
Washington, D.C. 20549
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Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the Quarterly Period Ended April 30, 2003.
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the Transition Period from to .
Commission file number 0-24201
Carreker Corporation
(Exact name of registrant as specified in its charter)
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Delaware |
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75-1622836 |
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(State or other
jurisdiction of |
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(IRS Employer Identification No.) |
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4055
Valley View Lane, #1000 |
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75244 |
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(Address of principal executive office) |
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(Zip Code) |
(972) 458-1981
(Registrant’s telephone number, including area code)
(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 periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 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).
Yes ý No o
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date.
Common Stock, $.01 par value — 23,547,326 shares as of May 30, 2003.
CARREKER CORPORATION
Index
2
CARREKER CORPORATION
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands, except per share amounts)
ASSETS
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April 30, |
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January 31, |
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Current assets |
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Cash and cash equivalents |
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$ |
28,887 |
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$ |
26,986 |
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Accounts receivable, net of allowance of $1,630 and $1,761 at April 30, 2003 and January 31, 2003, respectively |
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16,089 |
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22,759 |
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Prepaid software royalties |
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645 |
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763 |
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Prepaid expenses and other current assets |
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3,273 |
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3,073 |
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Total current assets |
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48,894 |
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53,581 |
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Property and equipment, net of accumulated depreciation of $15,578 and $14,704 at April 30, 2003 and January 31, 2003, respectively |
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8,412 |
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8,975 |
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Capitalized software costs, net of accumulated amortization of $10,332 and $10,025 at April 30, 2003 and January 31, 2003, respectively |
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1,704 |
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2,010 |
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Acquired developed technology, net of accumulated amortization of $7,897 and $6,867 at April 30, 2003 and January 31, 2003, respectively |
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16,303 |
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17,333 |
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Goodwill, net of accumulated amortization of $3,405 at April 30, 2003 and January 31, 2003 |
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21,193 |
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21,193 |
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Customer relationships, net of accumulated amortization of $2,683 and $2,333 at April 30, 2003 and January 31, 2003, respectively |
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5,717 |
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6,067 |
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Deferred loan costs, net of accumulated amortization of $784 and $676 at April 30, 2003 and January 31, 2003, respectively |
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468 |
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576 |
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Other assets |
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432 |
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373 |
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Total assets |
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$ |
103,123 |
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$ |
110,108 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities |
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Accounts payable |
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$ |
2,907 |
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$ |
2,273 |
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Accrued compensation and benefits |
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7,774 |
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7,603 |
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Other accrued expenses |
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3,433 |
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4,482 |
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Deferred revenue |
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25,694 |
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17,600 |
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Accrued merger and restructuring costs |
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2,277 |
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3,735 |
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Total current liabilities |
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42,085 |
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35,693 |
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Long-term debt |
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15,000 |
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25,000 |
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Deferred revenue |
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407 |
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817 |
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Total liabilities |
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57,492 |
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61,510 |
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Contingencies |
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Stockholders’ equity |
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Preferred
stock, $.01 par value: |
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— |
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— |
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Common
stock, $.01 par value: |
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236 |
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236 |
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Additional paid-in capital |
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105,263 |
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105,263 |
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Accumulated deficit |
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(59,353 |
) |
(56,386 |
) |
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Less treasury stock, at cost: 27 common shares at April 30, 2003 and January 31, 2003 |
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(515 |
) |
(515 |
) |
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Total stockholders’ equity |
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45,631 |
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48,598 |
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Total liabilities and stockholders’ equity |
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$ |
103,123 |
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$ |
110,108 |
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See accompanying notes.
3
CARREKER CORPORATION
Condensed Consolidated Statements of Operations
(Unaudited)
(In thousands, except per share amounts)
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Three Months Ended |
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2003 |
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2002 |
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Revenues: |
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Consulting fees |
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$ |
6,751 |
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$ |
9,595 |
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Software license fees |
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6,578 |
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14,042 |
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Software maintenance fees |
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8,710 |
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10,667 |
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Software implementation fees |
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4,894 |
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7,197 |
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Out-of-pocket expense reimbursements |
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1,323 |
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2,188 |
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Total revenues |
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28,256 |
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43,689 |
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Cost of revenues: |
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Consulting fees |
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4,969 |
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6,854 |
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Software license fees |
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1,721 |
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1,693 |
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Software maintenance fees |
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3,115 |
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2,769 |
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Software implementation fees |
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4,824 |
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5,138 |
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Out-of-pocket expenses |
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1,253 |
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2,337 |
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Total cost of revenues |
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15,882 |
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18,791 |
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Gross profit |
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12,374 |
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24,898 |
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Operating costs and expenses: |
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