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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-K

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended September 30, 2004

 

Commission file number: 0-25137

 


 

CONCUR TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

 


 

State of Incorporation: Delaware

I.R.S. Employer I.D. No.: 91-1608052

Address of principal executive offices: 6222 185th Avenue NE

Redmond, Washington 98052

Telephone number, including area code: 425-702-8808

 

Securities registered pursuant to section 12(b) of the act:

None

 

Securities registered pursuant to section 12(g) of the act:

Common stock, $0.001 par value

Rights to Purchase Series A Preferred Stock, $0.001 par value

 


 

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. Yes x    No ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

 

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

 

The number of shares outstanding of the registrant’s common stock as of November 30, 2004 was 33,187,650.

 

The aggregate market value of common stock held by non-affiliates of the registrant as of March 31, 2004 was approximately $320 million.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of registrant’s definitive Proxy Statement to be filed pursuant to Regulation 14A promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, which is anticipated to be filed within 120 days after the end of the Registrant’s fiscal year ended September 30, 2004, are incorporated by reference into Part III.

 



Table of Contents

CONCUR TECHNOLOGIES, INC.

 

FORM 10-K

SEPTEMBER 30, 2004

 

INDEX

 

          Page

PART I     

ITEM 1.

  

BUSINESS

   3

ITEM 2.

  

PROPERTIES

   9

ITEM 3.

  

LEGAL PROCEEDINGS

   10

ITEM 4.

  

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

   10
PART II     

ITEM 5.

   MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES    11

ITEM 6.

  

SELECTED CONSOLIDATED FINANCIAL DATA

   12

ITEM 7.

   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS    13

ITEM 7A.

  

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

   34

ITEM 8.

  

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

   35

ITEM 9.

   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE    61

ITEM 9A.

  

CONTROLS AND PROCEDURES

   61

ITEM 9B.

  

OTHER INFORMATION

   61
PART III     

ITEM 10.

  

DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

   62

ITEM 11.

  

EXECUTIVE COMPENSATION

   62

ITEM 12.

   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS    62

ITEM 13.

  

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

   62

ITEM 14.

  

PRINCIPAL ACCOUNTANT FEES AND SERVICES

   62
PART IV     

ITEM 15.

  

EXHIBITS AND FINANCIAL STATEMENT SCHEDULE

   63

SIGNATURES

   66

 

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PART I

 

Special Note Regarding Forward-Looking Statements

 

This report contains forward-looking statements regarding our plans, objectives, expectations, intentions, future financial performance, future financial condition, and other statements that are not historical facts. These statements can be identified by our use of the future tense, or by forward-looking words such as “may,” “will,” “expect,” “anticipate,” “believe,” “intend,” “estimate,” “continue,” and other similar words and phrases. Our Management’s Discussion and Analysis of Financial Condition and Results of Operations contains many such forward-looking statements. These forward-looking statements involve many risks and uncertainties. Examples of such risks and uncertainties are described under Management’s Discussion and Analysis of Financial Condition and Results of Operations - Factors That May Affect Financial Condition and Results of Operations and in our other filings with the United States Securities and Exchange Commission. The occurrence of any of these risks and uncertainties may cause our actual results to differ materially from those anticipated in our forward-looking statements, which could have a material adverse effect on our business, results of operations, and financial condition. All forward-looking statements included in this report are based on information available to us as of the date of this report. We assume no obligation or duty to update any such forward-looking statements.

 

ITEM 1.    BUSINESS

 

Overview

 

Concur Technologies, Inc. is a leading provider of business services and software solutions that automate processes involved in the management of corporate expenses. Our core purpose is to use innovation to help our customers drive down their costs associated with corporate expense management. Our flagship products are our Concur Expense services and software for automating the travel and entertainment expense management process. We also offer value-added services and software that are integrated with our core software and services, as well as consulting, customer support and training. Our solutions, comprised of all these elements, are designed to automate and streamline business processes, reduce operating costs, improve internal controls, and empower businesses to apply greater insight to their spending patterns through comprehensive analytics.

 

We were incorporated in the state of Washington in 1993 and commenced operations during 1994. We reincorporated in the State of Delaware and completed our initial public offering of common stock in 1998. Our executive offices are located at 6222 185th Avenue Northeast, Redmond, Washington 98052 and our telephone number is (425) 702-8808.

 

The Corporate Expense Management Market

 

We call the marketplace for products and services that automate and streamline processes involved in the management of corporate expenses the “Corporate Expense Management” market. We believe two major trends continue to drive customer demand in this market:

 

    the need for businesses to reduce operating costs and improve operational efficiency; and

 

    the need for businesses to comply with new governmental requirements.

 

Companies constantly seek to reduce costs and improve operational efficiency in their businesses. We believe that next to payroll, corporate travel and entertainment expense is the second-largest controllable expense within an organization. However, for most companies, the management of corporate expenses still involves manual, paper-based processes that are time-consuming, inefficient, and costly. Automating the expense management process can result in significant cost savings. According to a 2002 study conducted by the Aberdeen Group, an information technology market analysis firm, companies that automate the expense management process can drive down the average cost to prepare and process an expense report from $48 per expense report to

 

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less than $18 per report. In addition to direct cost savings of this nature, our customers leverage the data collected throughout the expense reporting process to ensure contract compliance and negotiate more favorable terms with vendors.

 

To achieve even greater cost savings and operational efficiency, many companies are seeking to outsource their business processes rather than operating them in-house. We believe this is a growing trend in our industry. To meet this demand, we offer flexible delivery models for our solutions, including our subscription services delivery model, which can offer distinct advantages compared to traditional software licensing, as discussed in more detail in Our Corporate Expense Management Solutions below.

 

Companies are also seeking ways to improve the reliability of their financial data and ensure the soundness of their internal controls, particularly since the enactment of the Sarbanes-Oxley Act of 2002 and related regulations. Public companies are now required to establish and maintain appropriate internal controls and procedures for financial management and reporting, and these internal controls and procedures must be attested to by both the company’s management and its independent auditors. Our solutions allow our customers to automate much of the corporate expense management process and enhance the reporting of captured information, improving the reliability of financial data and enhancing visibility into financial processes to reduce the potential for fraud and improve compliance with these new governmental requirements.

 

Our Corporate Expense Management Solutions

 

Our Corporate Expense Management solutions are designed to automate and streamline business processes, reduce operating costs, improve internal controls, and empower businesses to apply greater insight to their spending patterns through comprehensive analytics. The components of these solutions include:

 

    Concur Expense services and software for travel and entertainment expense management; and

 

    Value-added services and software that integrate with Concur Expense, such as Concur Payment, Concur Imaging Service, Concur Business Intelligence, Concur Total Access, Concur Travel Integration, Concur Benchmarking Service, and Concur Compliance Solution.

 

Our solutions benefit many groups within an enterprise. For corporate management, our solutions can reduce the amount of time required to administer, manage, and process expense reports and payment requests, thereby increasing productivity and reducing operating costs. They also enable management to access information for purposes of internal controls compliance, trend analysis, vendor negotiation, and financial planning. For employees, our products provide intuitive, easy-to-use interfaces for the creation of expense reports and payment requests, which reduce the amount of time required to create these documents.

 

Our solutions are designed to accommodate a wide range of customer business needs, technical requirements and budget objectives for businesses of all sizes worldwide. To meet these needs, we offer flexible delivery models that range from highly-configurable to standardized. We primarily deliver our solutions through our subscription services delivery models and, to a lesser extent, through our on-premises license delivery models.

 

We provide our subscription services to customers over the Internet or a dedicated telecommunications connection, allowing them to outsource their corporate expense management functions. Revenues from our subscription service offerings produced 71% of our total revenues in fiscal 2004. Compared to traditional software licensing, our subscription services models offer distinct advantages to customers. Subscription customers pay for our services with a one-time set up fee and recurring usage fees, reducing the financial risk of large up-front costs and maintenance associated with traditional on-premise enterprise software licensing. In addition, because our services are provided on an outsourced basis, we, as the service provider, are responsible for procuring and managing the hardware infrastructure necessary to perform the service and for delivering reliable, secure, and scalable performance, which reduces the impact on the customer’s internal information technology organization. We have engaged third-party facility providers to provide the hosting facilities and

 

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related infrastructure for our subscription services. These outsourcing facilities are located in several locations in the United States and the United Kingdom. We also retain third-party telecommunications providers to provide Internet and direct telecommunications connections for our services.

 

We also license our software to customers that want highly-configurable solutions that are typically installed at the customer’s premises on customer-furnished equipment, managed by the customer, and accessed over a corporate Intranet. Revenues from our license offerings produced 8% of our total revenues in fiscal 2004.

 

Concur Expense Solutions

 

Our flagship Concur Expense solutions are designed to automate, simplify, reduce the costs of, and improve internal controls associated with, the travel and entertainment expense management process. Concur Expense automates each step of the expense management process, from expense report preparation and approval to business policy compliance, reimbursement, and data analysis. Concur Expense provides the process and information for management to reduce manual processing, improve internal controls, increase business policy compliance, speed up reimbursement, and increase expense report accuracy.

 

Our intuitive, easy-to-use interface makes the creation of expense reports fast, while reducing errors and improving policy compliance. Corporate charge or credit card information can be used to automatically populate the expense report with key information, such as transaction date, type, vendor, location, method of payment, amount, and currency conversion.

 

Our customers can determine how expense reports should be processed based on customizable workflow rules and how to route the report for approval based on cost center, dollar limit, or other criteria. Items that are not compliant with corporate policy can be flagged for review, allowing approvers to reduce review time. Once approved, the report is forwarded to the next phase in the process or to the customer’s accounting department, and the user is notified of the action.

 

Concur Expense streamlines back-office processing of expense reports through electronic preparation, integration to external financial systems, and auditing tools that allow for a variety of audit practices ranging from auditing every report to random audits to allowing customers to audit only those reports flagged as non-compliant. Status inquiries between employees and processing departments are reduced by updating the status of reports in the database, and alerting employees via e-mail to the status of their reports. In addition, Concur Expense helps companies claim reimbursement of tax credits by tracking value added tax, goods and services tax, and other international taxes.

 

Concur Expense also offers business intelligence capabilities. Companies can use captured data to analyze trends, influence budget decisions, improve forecasting, and monitor for fraudulent activity.

 

Value-Added Solutions

 

We provide value-added services and software that are fully integrated with our Concur Expense solutions. Our primary value-added services and software are:

 

Concur Payment.    Concur Payment is an application that is designed to automate, simplify, and reduce the costs associated with the process of entering, approving, and managing non-purchase order vendor payments. It enables companies to streamline payment requests, facilitating flexible approval processes and automatic updating of accounts payable systems. The combination of increased productivity and availability of valuable data for improved cost management derived from Concur Payment can generate cost savings for our customers.

 

Concur Imaging Service.    Concur Imaging Service provides companies with the ability to capture, store, archive and retrieve employee receipts and vendor invoices electronically. This enables our Concur Expense customers to reduce the costs of handling paper receipts and invoices. Faxed receipts and invoices can be viewed electronically and are available online throughout the approval, payment, and audit processes.

 

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Concur Business Intelligence.    We offer various business intelligence reporting solutions to give customers enhanced reporting capabilities for the data gathered by our Concur Expense solutions. Concur Analysis Service provides customers an accessible means of analyzing expense data and enabling them to save money by managing spending more effectively and to transform captured data into valuable information that can be used for effective decision-making. In addition, through our strategic relationship with Cognos Inc., a leading global provider of business intelligence solutions, we offer additional reporting solutions to meet the reporting needs of our customers.

 

Concur Total Access.    Concur Total Access enables users to enter expense report data when disconnected from the Internet by voice, laptop, or handheld device.

 

Concur Travel Integration.    Concur Travel Integration provides customers an “end-to-end” travel procurement and expense management solution by integrating Concur Expense with the travel planning process.

 

Concur Benchmarking Service.    Concur Benchmarking Service enables customers to benchmark their travel spending so travel-related costs can be better controlled and actual spend data can be used to leverage better rates with vendors.

 

Concur Compliance Solution.    Concur offers solutions to give customers enhanced fraud detection capabilities. For example, our Concur Transaction Assessment Module provides fraud detection capability to customers, helping them reduce the potential for expense-related fraud and comply with the internal controls reporting and certification requirements of the Sarbanes-Oxley Act. Tests built into the software recognize patterns in the data, including excessive and duplicate claims and threshold amounts.

 

Client Services

 

Our client services organization offers consulting, customer support, and training services in connection with our Corporate Expense Management solutions. Consulting and other fees charged to customers represented 21% of total revenues in fiscal 2004.

 

Consulting.    We offer consulting services in connection with implementation of our solutions to assist customers in maximizing their return on investment. Leveraging industry best practices and our direct experience, our consulting staff meets with customers prior to implementation to review existing business processes and information technology infrastructure, and provide advice on ways to improve these processes. Our consultants also install, configure, and test our applications, integrate them with customers’ existing systems, and assist with enterprise-wide deployment strategies. After deployment, our consultants continue to work with customers to identify additional opportunities to further improve their return on investment.

 

Customer Support.    We provide customer support as well as new releases and updates of our services and software through our CustomerOne Services support program. Under this program, we provide telephone and Internet support, including online case entry and review, access to technical information documents, and technical tips. We also provide new releases and updates of our services and software for customers who subscribe to our CustomerOne Services program. Our CustomerOne Services program is typically included as part of our subscription service offerings. Most license customers subscribe for the first year of the CustomerOne Services program at the time they license an application; thereafter, support is typically renewable on an annual basis.

 

Training Services.    We offer a variety of flexible training programs for our services and software, all designed to assist our customers with managing their transition to our products and services. These programs are tailored to particular user groups, such as administrators, help desk personnel, or trainers.

 

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Customers

 

We have sold our products and services to more than 1,500 companies in over 60 countries, including 7 of the top 10 Global 100 companies and 29 of the top 100 Fortune 1000 companies. Our customers range from large global public companies with more than 100,000 employees to smaller, single-location private companies. No single customer accounted for more than 10% of our total revenues in fiscal 2004, 2003 or 2002.

 

Sales and Marketing

 

We market and sell our solutions worldwide through our direct sales organization and through indirect distribution channels via our strategic reseller and referral partners.

 

Our direct sales organization has field sales professionals located in metropolitan areas throughout the United States, the United Kingdom, and Australia. Our field-based sales engineers provide technical sales support. Direct telemarketing representatives based at our headquarters in Redmond, Washington support the field sales force through lead-generation and lead-tracking activities. We also have a number of marketing referral alliances that provide our sales force with prospects. Our direct sales efforts involve contact with multiple decision makers, frequently including the prospective customer’s chief financial officer, vice president of finance, controller, and corporate travel manager.

 

Our indirect distribution channels consist of strategic relationships with a number of reseller and referral partners, which include more than 50 leading companies. For example, we have strategic relationships with ADP, Inc., a subsidiary of Automatic Data Processing, Inc., a global payroll solutions and computing services provider, Microsoft Business Solutions, a leading provider of business management solutions, and U.S. Bank, a leading provider of corporate banking services and the leading issuer of Visa corporate card products.

 

Our marketing programs are designed to increase awareness of our solutions within our target markets, and to extend the competitive advantage of our subscription services and software. These efforts are specifically targeted to accounting, finance, information technology, and travel executives.

 

We engage in a variety of marketing activities, including e-mail and direct mail campaigns, co-marketing strategies designed to leverage existing strategic relationships, website marketing, seminars and “webinars”, public relations campaigns, speaking engagements and forums, and industry analyst visibility initiatives. We actively participate in and sponsor finance and shared-service conferences and demonstrate and promote our products at trade shows targeted to accounting, finance, information technology, and travel executives.

 

We actively communicate with our existing customers to enhance customer satisfaction, gain input for future product strategy, and promote the adoption of additional services and software. In addition to our standard newsletter communication and conference calls, we also sponsor regional user groups, an advisory board and an international user conference.

 

Product Development

 

Our research and development organization is responsible for developing new services and software as well as enhancing our existing services and software. We believe that a technically skilled and productive software engineering organization will continue to be important for the success of new product offerings. We employed approximately 80 people in research and development as of September 30, 2004. Research and development expenses recognized were $8.8 million, $10.4 million and $10.6 million in fiscal 2004, 2003 and 2002, respectively.

 

We have a well-defined software development methodology that we believe allows us to deliver products that satisfy business needs and meet commercial quality expectations. Our research and development group teams with our marketing department to further understand market needs and requirements. We also use

 

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independent development firms or contractors, as needed, to expand the capacity and technical expertise of our internal research and development team. Additionally, we may license third-party technology that is incorporated into our products.

 

Intellectual Property Rights

 

Our success depends, in part, upon our proprietary technology, processes, trade secrets, and other proprietary information, and our ability to protect this information from unauthorized disclosure and use. We rely on a combination of copyright, trade secret, and trademark laws, confidentiality procedures, contractual provisions, and other similar measures to protect our proprietary information. To protect our proprietary information, we enter into license agreements with our customers and nondisclosure agreements with certain of our employees, consultants, corporate partners, customers, and prospective customers which include restrictions on the disclosure, use, and transfer of our proprietary information. We also employ various physical security measures to protect our software source codes, technology, and other proprietary information. Currently, we do not own any issued patents or have any patent applications pending.

 

Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or to obtain and use information that we regard as proprietary, and third parties may attempt to develop similar technology independently. We provide our licensed customers with access to object code versions of our software, and to other proprietary information underlying our software. Policing unauthorized use of our products is difficult, particularly because the global nature of the Internet makes it difficult to control the ultimate destination or security of software or other data transmitted. While we are unable to determine the extent to which piracy of our software products exists, software piracy can be expected to be a persistent problem. In addition, the laws of some foreign countries do not protect our proprietary rights to as great an extent as do the laws of the United States, and we expect that it will become more difficult to monitor use of our products as we increase our international presence. There can be no assurance that our means of protecting our proprietary rights will be adequate, or that our competitors will not independently develop similar technology. In addition, there can be no assurance that third parties will not claim infringement by us with respect to current or future products or other intellectual property rights. Any such claims could have a material adverse effect on our business, results of operations and financial condition.

 

We own trademarks and registered trademarks with respect to our various products and attempt to ensure we protect all necessary intellectual property rights. Concur, the Concur logo, Concur Expense, Concur Payment, Concur Imaging Service, Concur Travel Integration, Concur Business Intelligence, Concur Analysis Service, Concur Total Access, Concur Compliance Solution, Concur Transaction Assessment Module, and Concur Benchmarking Service are trademarks or registered trademarks of Concur Technologies, Inc. Other names or brands appearing in this report may be claimed as the property of others. Over the past several years, we have made numerous changes in our product names. Although we own registered trademarks in the United States and have filed trademark applications in the United States and in certain other countries, we do not have assurance that our strategy with respect to our trademark portfolio will be adequate to secure or protect all necessary intellectual property.

 

Competition

 

The market for our business services and software solutions is highly competitive and subject to rapid change. Our principal direct competition comes from independent vendors of Corporate Expense Management services and software, and from financial institutions and providers of ERP software that sell, along with their other products and services, offerings similar to ours. These competitors include, but are not limited to, American Express, Bank of America, Geac Computer Corporation, Gelco Information Network, IBM, JD Edwards, Necho Systems Corporation, Oracle Corporation, OneMind Connect, Inc., Outtask, Inc., PeopleSoft, Inc., SAP AG, and Wells Fargo Bank. Many of our competitors have longer operating histories, greater financial and other resources, greater name recognition, larger numbers of total customers for their products and services, and well-established relationships with our current and potential customers. We also expect to face competition from new

 

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entrants including financial institutions and ERP vendors that do not already market products similar to ours. In addition, we face indirect competition from potential customers’ internal development efforts and, at times, have to overcome their reluctance to move away from existing paper-based systems. Increased competition may result in price reductions, reduced gross margins, and change in market share, any of which could harm our business.

 

We believe that the principal competitive factors considered with respect to, and the relative competitive standing of, our travel and entertainment expense management services and software are as follows:

 

    Functionality.    We believe we offer corporate expense management software and services with generally more features than other competing products, and that we have often been the first to offer many new features.

 

    Interoperability.    Our software and services are designed and built to interoperate with commonly-used existing information technology systems.

 

    Cost-competitive delivery method.    We offer our solutions under flexible delivery models that range from highly-configurable to standardized. We believe that a significant number of companies are seeking to reduce their operating costs by outsourcing their back-office processes, such as the management of corporate expenses. We have a well-established and scalable hosting infrastructure that allows us to provide cost-competitive solutions to our customers on an outsourced basis. We believe our outsourced subscription services are cost-competitive alternatives to customer self-hosted and self-managed software products provided by many of our competitors.

 

    Referenceable customers.    We believe our installed base of customers for Corporate Expense Management solutions is larger than that of our primary competitors and this base, combined with those that are referenceable, provides us with a competitive advantage.

 

Employees

 

As of September 30, 2004, we had approximately 350 full-time employees. No employees are known by us to be represented by a collective bargaining agreement, and we have never experienced a strike or similar work stoppage. We consider our relations with our employees to be good.

 

Available Information

 

Our Internet website address is www.concur.com. We provide free access to various reports that we file with or furnish to the United States Securities and Exchange Commission (SEC) through our Internet website, as soon as reasonably practicable after they have been filed or furnished. These reports include, but are not limited to our 10-K annual reports, our 10-Q quarterly reports, our 8-K current reports, and any amendments to those reports. Our SEC reports can be accessed through the investor relations section of our website. Information on our website does not constitute part of this 10-K report or any other report we file or furnish with the SEC.

 

ITEM 2.    PROPERTIES

 

Our principal administrative, sales, marketing, and research and development facility is located in Redmond, Washington and consists of approximately 81,000 square feet of office space held under leases that expire on May 31, 2005. In September 2004, we entered into a definitive lease agreement for a successor facility at a different location in Redmond, Washington. We expect to move our Redmond operations into this successor facility before June 1, 2005. The lease for our new facility has an eight-year term with an option to renew for an additional five years. The premises consist of approximately 100,000 square feet of office space. As of September 30, 2004, we also leased sales offices in Atlanta, Chicago, Dallas, London, Miami, New York, Phoenix, and Sydney.

 

We believe that our facilities are adequate for our current and near-term needs, and that we will be able to locate additional facilities as needed.

 

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ITEM 3.    LEGAL PROCEEDINGS

 

In July 2001, we and several of our current and former officers were named as defendants in two securities class-action lawsuits filed in the United States District Court for the Southern District of New York. In April 2002, these lawsuits were consolidated. The consolidated complaint generally alleges claims against us, several of our current and former officers, and the underwriters of our initial public offering in December 1998, based on alleged errors and omissions concerning underwriting terms in the prospectus for our initial public offering. The plaintiffs in this lawsuit seek damages in unspecified amounts, which, if awarded, could be substantial. This lawsuit is one of more than 300 similar pending cases filed against companies that completed initial public offerings between 1997 and 2000 and the underwriters that took them public. In October 2002, the court dismissed the individual defendants from the consolidated lawsuit, without prejudice, pursuant to a stipulated agreement between the parties. In February 2003, the presiding judge denied a motion to dismiss all claims. In July 2003, we decided to participate in a proposed settlement being negotiated by representatives of a coalition of issuers named as defendants in similar actions and their insurers. Although we believe that the plaintiffs’ claims have no merit, we have decided to participate in the proposed settlement to avoid the cost and distraction of continued litigation. We do not believe that the proposed settlement will have any material adverse effect on our business, financial condition, or results of operations. The proposed settlement is expected to be funded by a group of insurers on behalf of the issuer defendants. The proposed settlement agreement would dispose of all remaining claims against us and the individual defendants, without any admission of wrongdoing by us or the individual defendants. The proposed settlement is subject to final approval by the parties and the court. There is no guarantee that the parties or the court will approve the proposed settlement. Should the parties and the court fail to approve the proposed settlement, we would continue to defend ourselves vigorously.

 

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

No matter was submitted to a vote of our stockholders, through the solicitation of proxies or otherwise, during the fourth quarter of fiscal 2004.

 

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PART II

 

ITEM 5.    MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Market Information

 

Our common stock is traded on the NASDAQ Stock Market under the symbol CNQR. The following table shows the range of the high and low closing sales prices by quarter for fiscal 2004 and 2003, as reported on the NASDAQ Stock Market:

 

     High

   Low

Fiscal year ended September 30, 2004:

             

First Quarter

   $ 13.03    $ 9.31

Second Quarter

   $ 12.39    $ 9.22

Third Quarter

   $ 12.15    $ 10.07

Fourth Quarter

   $ 10.71    $ 8.90

Fiscal year ended September 30, 2003:

             

First Quarter

   $ 3.84    $ 1.42

Second Quarter

   $ 5.10    $ 3.28

Third Quarter

   $ 10.29    $ 5.10

Fourth Quarter

   $ 13.08    $ 9.00

 

On September 30, 2004, there were approximately 300 stockholders of record of our common stock.

 

Dividends

 

We have never paid cash dividends on our common stock. We currently intend to retain earnings for use in our business and, therefore, do not anticipate paying any cash dividends on our common stock in fiscal 2005.

 

Issuer Purchases of Equity Securities

 

We did not purchase any of our common stock in the fourth quarter of fiscal 2004.

 

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ITEM 6.    SELECTED CONSOLIDATED FINANCIAL DATA

 

This selected consolidated financial data comes from our Consolidated Financial Statements, and should be read in conjunction with the Consolidated Financial Statements and Notes, as well as our Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

The consolidated statement of operations data for each of the years in the five year period ended September 30, 2004, and the consolidated balance sheet data at September 30, 2004, 2003, 2002, 2001, and 2000 are derived from our audited consolidated financial statements. See Note 1 of Notes to Consolidated Financial Statements included in Item 8 of this report for an explanation of the determination of the shares used to compute basic and diluted net income (loss) per share. Historical results are not necessarily indicative of results to be expected for any future period.

 

     2004

   2003

   2002

    2001

    2000

 
     (in thousands, except per share data)  

Consolidated Statements of Operations
(Year Ended September 30)

                                      

Revenues:

                                      

Subscription

   $ 40,244    $ 33,590    $ 20,076     $ 13,376     $ 7,948  

Consulting

     11,560      14,457      15,174       15,019       12,904  

License

     4,746      8,690      9,847       12,704       14,852  
    

  

  


 


 


Total revenues

     56,550      56,737      45,097       41,099       35,704  

Expenses:

                                      

Cost of operations

     23,264      23,214      21,987       24,961       27,832  

Sales and marketing

     14,329      14,549      16,669       24,941       38,581  

Research and development

     8,773      10,356      10,606       16,449       31,212  

General and administrative

     7,295      6,710      6,800       10,729       14,795  

Amortization of intangible assets

     1,140      1,140      190       —         —    

Acquisition and restructuring charges

     —        —        1,300       266       2,167  
    

  

  


 


 


Total expenses

     54,801      55,969      57,552       77,346       114,587  
    

  

  


 


 


Income (loss) from operations

     1,749      768      (12,455 )     (36,247 )     (78,883 )

Other income, net

     286      193      168       1,164       3,228  
    

  

  


 


 


Net income (loss)

   $ 2,035    $ 961    $ (12,287 )   $ (35,083 )   $ (75,655 )
    

  

  


 


 


Net income (loss) per share (basic and diluted)

   $ 0.06    $ 0.03    $ (0.46 )   $ (1.37 )   $ (3.15 )
    

  

  


 


 


Shares used in calculation of net income (loss) per share:

                                      

Basic

     32,595      31,265      26,571       25,574       23,981  
    

  

  


 


 


Diluted

     36,815      35,440      26,571       25,574