United
States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-Q
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ý Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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for the Period Ended October 31, 2003. |
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o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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for the Transition Period from to . |
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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, $.01 par value — 23,873,099 shares as of November 28, 2003.
CARREKER CORPORATION
Index
2
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements
CARREKER CORPORATION
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands, except per share amounts)
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October 31, |
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January 31, |
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ASSETS |
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Current assets |
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Cash and cash equivalents |
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$ |
21,160 |
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$ |
26,986 |
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Accounts receivable, net of allowance of $1,462 and $1,761 at October 31, 2003 and January 31, 2003, respectively |
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19,488 |
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22,759 |
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Prepaid expenses and other current assets |
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3,933 |
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3,380 |
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Total current assets |
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44,581 |
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53,125 |
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Property and equipment, net of accumulated depreciation of $16,288 and $14,704 at October 31, 2003 and January 31, 2003, respectively |
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7,236 |
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8,975 |
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Capitalized software costs, net of accumulated amortization of $10,811 and $10,025 at October 31, 2003 and January 31, 2003, respectively |
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1,428 |
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2,010 |
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Acquired developed technology, net of accumulated amortization of $9,998 and $6,867 at October 31, 2003 and January 31, 2003, respectively |
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15,702 |
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17,333 |
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Goodwill, net of accumulated amortization of $3,405 at October 31, 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 $3,383 and $2,333 at October 31, 2003 and January 31, 2003, respectively |
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5,017 |
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6,067 |
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Deferred loan costs, net of accumulated amortization of $960 and $676 at October 31, 2003 and January 31, 2003, respectively |
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748 |
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576 |
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Other assets |
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986 |
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829 |
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Total assets |
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$ |
96,891 |
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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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$ |
1,228 |
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$ |
725 |
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Accrued compensation and benefits |
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7,724 |
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7,603 |
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Other accrued expenses |
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3,837 |
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6,030 |
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Income tax payable |
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111 |
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— |
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Deferred revenue |
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18,177 |
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17,600 |
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Accrued merger and restructuring costs |
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1,846 |
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3,735 |
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Total current liabilities |
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32,923 |
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35,693 |
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Long-term debt |
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12,500 |
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25,000 |
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Deferred revenue |
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— |
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817 |
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Other long-term liabilities |
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49 |
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— |
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Total liabilities |
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45,472 |
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61,510 |
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Minority interest |
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49 |
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— |
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Contingencies |
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Stockholders’ equity |
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Preferred stock, $.01 par value: 2,000 shares authorized; no shares issued or outstanding |
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— |
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— |
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Common stock, $.01 par value: 100,000 shares authorized; 23,860 and 23,574 shares issued at October 31, 2003 and January 31, 2003, respectively |
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239 |
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236 |
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Additional paid-in capital |
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105,219 |
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105,263 |
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Accumulated deficit |
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(54,085 |
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(56,386 |
) |
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Less treasury stock, at cost: 1 and 27 common shares at October 31, 2003 and January 31, 2003, respectively |
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(3 |
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(515 |
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Total stockholders’ equity |
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51,370 |
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48,598 |
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Total liabilities and stockholders’ equity |
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$ |
96,891 |
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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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Nine
Months Ended |
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2003 |
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2002 |
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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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$ |
6,396 |
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$ |
8,136 |
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$ |
21,349 |
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$ |
30,677 |
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Software license fees |
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7,026 |
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6,330 |
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21,955 |
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32,430 |
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Software maintenance fees |
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11,770 |
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11,624 |
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34,764 |
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33,381 |
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Software implementation fees |
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4,983 |
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6,589 |
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14,385 |
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19,481 |
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Out-of-pocket expense reimbursements |
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1,228 |
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1,498 |
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3,367 |
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5,356 |
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Total revenues |
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