UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

 

(Mark One)
ý		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2003
OR
o		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)

 

 

 

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.

 

 

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

 

 

As of January 31, 2004, 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 17,897,613.

 

 

TIER TECHNOLOGIES, INC.

 

FORM 10-Q

 

TABLE OF CONTENTS

 

Part I—FINANCIAL INFORMATION

 

Item 1.		Condensed Consolidated Financial Statements (unaudited)
		Condensed Consolidated Balance Sheets as of December 31, 2003 and September 30, 2003
		Condensed Consolidated Statements of Operations for the three months ended December 31, 2003 and 2002
		Condensed Consolidated Statements of Cash Flows for the three months ended December 31, 2003 and 2002
		Notes to Condensed Consolidated Financial Statements
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.		Quantitative and Qualitative Disclosures About Market Risk
Item 4.		Controls and Procedures
Part II-OTHER INFORMATION
Item 1.		Legal Proceedings
Item 6.		Exhibits and Reports on Form 8-K
Signatures

 

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, anticipated trends in various expenses, expected costs of legal proceedings 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 26, that could cause actual results to differ materially from those anticipated as of the date of this report.

 

2

 

PART I.   FINANCIAL INFORMATION

 

ITEM 1.                   FINANCIAL STATEMENTS

 

TIER TECHNOLOGIES, INC.

 

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

(in thousands)

 

		December 31, 2003			September 30, 2003
ASSETS
Current assets:
Cash and cash equivalents		$	36,224		$	26,178
Short-term investments		4,078			5,492
Accounts receivable, net		18,547			20,024
Unbilled receivables		3,001			7,872
Assets of discontinued operations		1,107			3,550
Prepaid expenses and other current assets		2,446			4,602
Total current assets		65,403			67,718
Equipment and software, net		4,829			5,422
Notes and accrued interest receivable from related parties, less current portion		2,206			2,152
Goodwill		29,625			29,625
Other acquired intangible assets, net		24,080			24,832
Long-term investments		28,641			24,883
Restricted investments		7,707			7,707
Non-current assets of discontinued operations		—			760
Other assets.		2,574			1,875
Total assets		$	165,065		$	164,974
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	1,226		$	2,087
Accrued liabilities		8,923			8,476
Accrued subcontractor expenses		4,298			5,494
Accrued compensation and related liabilities		3,369			3,654
Income taxes payable		4,077			—
Deferred revenue		3,764			3,299
Liabilities of discontinued operations		1,330			2,043
Other current liabilities		131			150
Total current liabilities		27,118			25,203
Long-term debt, less current portion		162			195
Non-current liabilities of discontinued operations		348			432
Other liabilities		1,398			994
Total liabilities		29,026			26,824
Commitments and contingencies
Shareholders’ equity:
Common stock, no par value		165,383			164,742
Notes receivable from shareholders		(1,773		)	(1,773		)
Accumulated other comprehensive loss		(257		)	(350		)
Accumulated deficit		(27,314		)	(24,469		)
Total shareholders’ equity		136,039			138,150
Total liabilities and shareholders’ equity		$	165,065		$	164,974

 

See Notes to Condensed Consolidated Financial Statements

 

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TIER TECHNOLOGIES, INC.

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(in thousands, except per share data)

 

		Three Months Ended December 31,
		2003			2002
Net revenues		$	26,510		$	29,087
Costs and expenses:
Direct costs		17,968			18,565
Selling and marketing		1,377			1,441
General and administrative		5,484			5,374
Restructuring and other charges		2,072			405
Depreciation and amortization		1,131			1,377
Income (loss) from continuing operations		(1,522		)	1,925
Interest income (expense), net		277			378