UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
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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 March 31, 2004
OR
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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 |
94-3145844 |
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(State or other jurisdiction |
(I.R.S. Employer |
10780
Parkridge Blvd., 4th Floor
Reston, Virgnia 20191
(Address of principal executive offices)
2001
N. Main Street, Suite 500
Walnut Creek, CA 94596
(Former address of principal executive offices)
(571) 382-1090
(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 |
(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 April 30, 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 17,988,466.
TIER TECHNOLOGIES, INC.
FORM 10-Q
TABLE OF CONTENTS
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 28, that could cause actual results to differ materially from those anticipated as of the date of this report.
2
TIER TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
(in thousands)
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March 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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$ |
49,706 |
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$ |
26,178 |
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Short-term investments. |
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1,000 |
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5,492 |
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Accounts receivable, net. |
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13,718 |
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20,024 |
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Unbilled receivables |
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4,500 |
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7,872 |
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Assets of discontinued operations |
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689 |
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3,550 |
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Prepaid expenses and other current assets. |
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2,616 |
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4,602 |
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Total current assets. |
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72,229 |
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67,718 |
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Equipment and software, net. |
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4,459 |
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5,422 |
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Notes and accrued interest receivable from related parties, less current portion. |
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2,273 |
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2,152 |
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Goodwill |
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29,625 |
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29,625 |
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Other acquired intangible assets, net. |
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23,329 |
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24,832 |
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Long-term investments |
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23,675 |
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24,883 |
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Restricted investments |
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7,675 |
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7,707 |
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Non-current assets of discontinued operations |
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— |
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760 |
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Other assets. |
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2,534 |
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1,875 |
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Total assets. |
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$ |
165,799 |
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$ |
164,974 |
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable. |
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$ |
949 |
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$ |
2,087 |
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Accrued liabilities. |
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9,130 |
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8,476 |
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Accrued subcontractor expenses. |
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3,493 |
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5,494 |
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Accrued compensation and related liabilities. |
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3,864 |
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3,654 |
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Income taxes payable |
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4,546 |
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— |
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Deferred revenue |
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3,350 |
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3,299 |
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Liabilities of discontinued operations |
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529 |
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2,043 |
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Current portion of long-term debt. |
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120 |
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150 |
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Total current liabilities. |
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25,981 |
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25,203 |
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Long-term debt, less current portion. |
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138 |
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195 |
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Non-current liabilities of discontinued operations |
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62 |
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432 |
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Other liabilities. |
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1,388 |
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994 |
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Total liabilities. |
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27,569 |
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26,824 |
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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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165,920 |
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164,742 |
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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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(124 |
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(350 |
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Accumulated deficit. |
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(25,793 |
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(24,469 |
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Total shareholders’ equity. |
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138,230 |
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138,150 |
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Total liabilities and shareholders’ equity |
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$ |
165,799 |
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$ |
164,974 |
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See Notes to Condensed Consolidated Financial Statements
3
TIER TECHNOLOGIES, INC.
(unaudited)
(in thousands, except per share data)
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Three months Ended |
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Six Months Ended |
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2004 |
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2003 |
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2004 |
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2003 |
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Net revenues |
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$ |
29,659 |
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$ |
30,165 |
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$ |
56,169 |
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$ |
59,252 |
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Costs and expenses: |
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Direct costs |
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19,399 |
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19,750 |
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37,367 |
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38,315 |
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Selling and marketing |
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1,756 |
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1,413 |
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3,133 |
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2,854 |
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General and administrative |
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6,293 |
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5,431 |
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12,593 |
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11,210 |
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Restructuring charges |
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5 |
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— |
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1,261 |
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— |
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Depreciation and amortization |
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1,107 |
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1,388 |
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2,238 |
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