UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended December 31, 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
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 whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨
The number of shares outstanding of the registrants common stock as of January 31, 2005 was 33,315,255
FORM 10-Q
December 31, 2004
INDEX
2
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Statements of Operations
(In thousands, except per share amounts)
(Unaudited)
| Three Months Ended December 31, |
||||||||
| 2004 |
2003 |
|||||||
| Revenues: |
||||||||
| Subscription |
$ | 12,061 | $ | 9,210 | ||||
| Consulting |
3,186 | 3,007 | ||||||
| Other |
1,034 | 1,176 | ||||||
| Total revenues |
16,281 | 13,393 | ||||||
| Expenses: |
||||||||
| Cost of operations |
6,690 | 5,428 | ||||||
| Sales and marketing |
4,162 | 3,237 | ||||||
| Research and development |
2,349 | 2,205 | ||||||
| General and administrative |
2,375 | 1,721 | ||||||
| Amortization of intangible asset |
285 | 285 | ||||||
| Total expenses |
15,861 | 12,876 | ||||||
| Income from operations |
420 | 517 | ||||||
| Interest income |
98 | 48 | ||||||
| Interest expense |
(3 | ) | (9 | ) | ||||
| Other income (loss), net |
(6 | ) | 42 | |||||
| Net income |
$ | 509 | $ | 598 | ||||
| Net income per share |
||||||||
| Basic |
$ | 0.02 | $ | 0.02 | ||||
| Diluted |
$ | 0.01 | $ | 0.02 | ||||
| Shares used in calculation of net income per share: |
||||||||
| Basic |
33,126 | 32,232 | ||||||
| Diluted |
36,890 | 36,656 | ||||||
See notes to consolidated financial statements.
3
Consolidated Balance Sheets
(In thousands, except per share amount)
(Unaudited)
| December 31, 2004 |
September 30, 2004 |
|||||||
| Assets |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 24,395 | $ | 23,735 | ||||
| Accounts receivable, net of allowances of $421 and $690 |
10,027 | 10,277 | ||||||
| Prepaid expenses |
1,031 | 1,127 | ||||||
| Other current assets |
2,603 | 2,325 | ||||||
| Total current assets |
38,056 | 37,464 | ||||||
| Property and equipment, net |
6,061 | 5,003 | ||||||
| Restricted cash |
550 | 550 | ||||||
| Acquired customer base intangible asset, net of amortization |
2,945 | 3,230 | ||||||
| Goodwill |
3,704 | 3,704 | ||||||
| Deposits and other assets |
3,860 | 2,948 | ||||||
| Total assets |
$ | 55,176 | $ | 52,899 | ||||
| Liabilities and stockholders equity |
||||||||
| Current liabilities: |
||||||||
| Accounts payable |
$ | 1,293 | $ | 1,784 | ||||
| Accrued compensation |
1,610 | 1,664 | ||||||
| Other accrued liabilities |
2,132 | 2,461 | ||||||
| Current portion of long-term obligations |
29 | 252 | ||||||
| Current portion of deferred revenues |
12,408 | 11,576 | ||||||
| Total current liabilities |
17,472 | 17,737 | ||||||
| Long-term deferred revenues, net of current portion |
5,944 | 5,017 | ||||||
| Total liabilities |
23,416 | 22,754 | ||||||
| Contingencies |
||||||||
| Stockholders equity: |
||||||||
| Convertible preferred stock, par value $0.001 per share: Authorized shares 5,000; No shares issued or outstanding |
| | ||||||
| Common stock, par value $0.001 per share: Authorized shares 60,000; Issued and outstanding shares 33,265 and 32,981 |
33 | 33 | ||||||
| Additional paid-in capital |
240,732 | 239,778 | ||||||
| Accumulated other comprehensive income |
245 | 93 | ||||||
| Accumulated deficit |
(209,250 | ) | (209,759 | ) | ||||
| Total stockholders equity |
31,760 | 30,145 | ||||||
| Total liabilities and stockholders equity |
$ | 55,176 | $ | 52,899 | ||||
See notes to consolidated financial statements.
4
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
| Three Months Ended December 31, |
||||||||
| 2004 |
2003 |
|||||||
| Operating activities: |
||||||||
| Net income |
$ | 509 | $ | 598 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities |
||||||||
| Amortization of intangible asset |
285 | 285 | ||||||
| Depreciation |
586 | 406 | ||||||
| Provision for allowance for accounts receivable |
(35 | ) | 204 | |||||
| Changes in operating assets and liabilities: |
||||||||
| Accounts receivable |
306 | 1,292 | ||||||
| Prepaid expenses, deposits, and other assets |
(1,079 | ) | 50 | |||||
| Accounts payable |
(518 | ) | 17 | |||||
| Accrued liabilities |
(429 | ) | (465 | ) | ||||
| Deferred revenues |
1,750 | (525 | ) | |||||
| Net cash provided by operating activities |
1,375 | 1,862 | ||||||
| Investing activities: |
||||||||
| Purchases of property and equipment |
(1,638 | ) | (803 | ) | ||||
| Net cash used in investing activities |
(1,638 | ) | (803 | ) | ||||
| Financing activities: |
||||||||
| Proceeds from issuance of common stock from exercise of stock options |
175 | 464 | ||||||
| Proceeds from issuance of common stock from employee stock purchase plan |
779 | | ||||||
| Payments on borrowings |
(205 | ) | (342 | ) | ||||
| Net cash provided by financing activities |
749 | 122 | ||||||
| Effect of foreign currency exchange rates on cash and cash equivalents |
174 | 107 | ||||||
| Net increase in cash and cash equivalents |
660 | 1,288 | ||||||
| Cash and cash equivalents at beginning of period |
23,735 | 21,607 | ||||||
| Cash and cash equivalents at end of period |
$ | 24,395 | $ | 22,895 | ||||
| Supplemental disclosure of cash flow information: |
||||||||
| Cash paid for interest |
$ | 2 | $ | 23 | ||||
See notes to consolidated financial statements.
5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2004
(Unaudited)
NOTE 1. DESCRIPTION OF THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of the Company
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 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. We provide our services and software through flexible subscription services and license delivery models, and market and sell our solutions worldwide through a direct sales organization as well as through indirect distribution channels.
Throughout these financial statements Concur Technologies, Inc. is referred to as Concur, we, us, and our.
Unaudited Interim Financial Information
The financial information as of December 31, 2004, and for the three months ended December 31, 2004 and 2003 is unaudited, but includes all adjustments (consisting of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of our financial position at such dates and our results of operations and cash flows for the periods then ended, in conformity with accounting principles generally accepted in the United States (GAAP). The balance sheet information at September 30, 2004 has been derived from our audited financial statements at that date but, in accordance with the rules and regulations of the United States Securities and Exchange Commission (SEC), does not include all of the information and notes required by GAAP for complete financial statements. Operating results for the three months ended December 31, 2004 are not necessarily indicative of results that may be expected for the entire fiscal year. The financial statements should be read in conjunction with the financial statements and notes for the fiscal year ended September 30, 2004 included in Concurs 2004 Annual Report on Form 10-K.
Segment Information
We operate in and report on one segment (Corporate Expense Management services and software) based upon the provisions of Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standard (SFAS) No. 131, Disclosure about Segments of an Enterprise and Related Information.
Principles of Consolidation
The consolidated financial statements include the accounts of Concur and its wholly-owned subsidiaries. All intercompany accounts and transactions were eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions affecting the amounts reported in the consolidated financial statements and accompanying notes. Changes in these estimates and assumptions may have a material impact on our financial statements and accompanying notes. Examples of estimates and assumptions include the determination of certain provisions, including allowances for accounts receivable, product warranties, estimating useful lives of property and equipment, valuing and estimating useful lives of intangible assets, valuing assets and liabilities acquired through business combinations, deferring certain revenues and costs, estimating expected lives of customer relationships, and estimating tax valuation allowances.
Revenue Recognition Policy
We recognize revenues in accordance with accounting standards for software and service companies including American Institute of Certified Public Accountants (AICPA) Statement of Position (SOP) 97-2, Software Revenue Recognition (SOP 97-2), as amended by SOP 98-9, the consensus reached in Emerging Issues Task Force (EITF) Issue No. 00-3, Application of AICPA Statement of Position 97-2 to Arrangements that Include the Right to Use Software Stored on Another Entitys Hardware, the consensus reached in EITF Issue No. 00-21, Revenue Arrangements with Multiple Deliverables, the consensus reached in EITF Issue No. 03-5, Applicability of AICPA Statement of Position 97-2 to Non-Software Deliverables in an Arrangement Containing More-Than-Incidental Software (EITF 03-5), SEC Staff Accounting Bulletin No. 104, Revenue Recognition, SOP 81-1, Accounting for Performance of Construction-Type and Certain Production-Type Contracts, and related interpretations, including AICPA Technical Practice Aids.
6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
We generate our revenues from the delivery of subscription services (which include software maintenance services), consulting services, and to a lesser degree the sale of software licenses.
We recognize revenue when:
| | evidence of an arrangement exists; |
| | delivery has occurred; |
| | the fees are fixed or determinable; and |
| | collection is considered probable. |
If collection is not considered probable, we recognize revenues when the fees are collected. If the fees are not fixed or determinable, we recognize revenues as payments become due from the customer. If non-standard acceptance periods or non-standard performance criteria are required, we recognize revenue upon the expiration of the acceptance period or satisfaction of the acceptance/performance criteria, as applicable.
In contractual arrangements that include the provision of multiple elements, we apply the accounting guidance most applicable to the specific arrangement to determine how contract consideration should be measured and allocated to the separate elements in the arrangement. Multiple element arrangements require the delivery or performance of multiple products, services and/or rights to use assets. Generally, separate contracts with the same customer that are entered into at or near the same time are presumed to have been negotiated together and, therefore, are accounted for as a single contractual arrangement in determining how contract consideration should be measured and allocated to the separate elements in the arrangement. Typically, we measure and allocate the total arrangement fee among each of the elements based on their fair value or, if necessary, vendor-specific objective evidence of fair value (VSOE). VSOE is determined by the price charged when an element is sold separately or, in the case of an element not yet sold separately, the price set by authorized management, if it is probable that the price, once established, will not change prior to separate market introduction.
Subscription Revenues:
Our subscription revenues are typically recognized monthly as the service is provided to the customer and consist of:
| | monthly fees paid for subscription services; |
| | amortization of related set-up fees; |
| | amortization of fees paid for software maintenance services under software license arrangements; and |
| | the amortized portion of the related license and consulting fees in certain multiple element subscription arrangements where VSOE does not exist for an undelivered subscription element. |
Set-up fees paid by customers in connection with subscription services, as well as the associated direct and incremental costs, such as labor and commissions, are deferred and recognized ratably over the longer of the contractual lives, which generally range from two to five years, or the expected lives of the customer relationships. For those subscription service offerings that have been commercially available for only a short period of time, the contractual lives are used as the best estimate of the expected lives of the customer relationships. We continue to evaluate and adjust the length of these amortization periods as we gain more experience with customer contract renewals and contract cancellations.
Software maintenance services include technical support and the right to receive unspecified upgrades and enhancements on a when-and-if available basis. Fees for software maintenance services are typically billed annually in advance of performance with provisions for subsequent automatic annual renewals. We defer the related revenues and recognize them ratably over the respective maintenance terms, which typically are one year.
7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
Subscription revenues are adjusted for estimated sales allowances, which are based on our historical experience, including a review of our experience related to price adjustments and sales credits issued.
Consulting Revenues:
Consulting revenues consist of fees for professional services, which consist of system implementation and integration, planning, data conversion, training, and documentation of procedures. Consulting service fees are typically billed and recognized as revenue on a time-and-materials basis. In some instances, we sell consulting services under milestone or fixed-fee contracts and, in such cases, recognize consulting revenues on a percentage-of-completion basis. Consulting revenues are adjusted for estimated sales allowances, which are based on our historical experience, including a review of our experience related to price adjustments and sales credits issued.
In service arrangements including both consulting and subscription services, but not a license of our software, we recognize consulting revenues as they are performed if the consulting services qualify as a separate unit of accounting within the arrangement. The consulting services qualify as a separate unit of accounting if they have value to the customer on a stand-alone basis, there is objective and reliable evidence of the fair value of the subscription services, and delivery or performance of the subscription services is considered probable and substantially within our control. We have determined that, in our service arrangements of this type, the consulting services typically qualify as a separate unit of accounting and, accordingly, the consulting revenues are recognized as the services are performed. If the consulting services do not qualify as a separate unit of accounting, the related revenues are combined with the subscription revenues, and recognized ratably over the subscription service period.
Other Revenues:
Other revenues consist of fees earned from, and allocable to, grants of licenses to use our software products. We recognize license revenues when evidence of a license arrangement exists, we have delivered the software, the amount of the transaction is fixed or determinable, collection is probable, and VSOE exists for any undelivered elements of the arrangement. Elements included in our multiple-element software arrangements consist of various licensed software products and services such as software maintenance services, consulting services, and subscription services.
In software license arrangements that include rights to multiple elements, we allocate the total arrangement fee among each of the elements using the residual method, under which revenues are allocated to undelivered elements based on VSOE and the residual amounts of revenue are allocated to the delivered elements. If sufficient VSOE does not exist for the allocation of revenue to the various elements of the arrangement, all revenue from the arrangement is deferred until the earlier of the point at which such sufficient VSOE does exist or all elements of the arrangement have been delivered. If the only undelivered element is software maintenance, the entire fee is recognized ratably as subscription revenue.
In software license arrangements where we also provide consulting services, license revenues are recognized upon delivery of the software, provided that the criteria for recognition of software license revenues described above are met, payment of the license fees is not dependent upon the performance of the consulting services, and the consulting services are not essential to the functionality of the software. If we determine that the consulting services are essential to the functionality of the software, or payment of the license fees is dependent upon the performance of the consulting services, then both the license and consulting fees are recognized on a percentage-of-completion basis. We typically do not consider the consulting services we provide in such arrangements to be essential to the functionality of the software and, therefore, license revenues are typically recognized upon delivery of the software and consulting revenues are recognized as the services are performed.
In arrangements where we license our software and also host the licensed software for our customer, a software element is only considered present if our customer has the contractual right to take possession of the software at any time during the hosting period without significant penalty, and it is feasible for our customer to either operate the software on its own hardware or contract with another vendor to host the software. If the arrangement meets these criteria, as well as the other criteria for recognition of license revenues described above, we recognize license revenues when the software is delivered, and the subscription hosting revenues are recognized as the hosting service is provided. The hosting set-up fees, as well as the associated direct and incremental costs, are deferred and recognized ratably over the hosting service period. If we determine that a separate software element as described above is not present, we combine the software license fees with the subscription hosting fees and recognize them ratably over the subscription service period, as subscription revenue.
8
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
Portions of our revenues are generated from sales made through our reseller partners. When we assume a majority of the business risks associated with performance of the contractual obligations, we record the revenues on a gross basis, and amounts paid to our reseller partners are recognized as cost of operations. Our assumption of such business risks is evidenced when, among other things, we take responsibility for delivery of the product or service, establish pricing of the arrangement, and are the primary obligor in the arrangement. When our reseller partner assumes the majority of the business risks associated with the performance of the contractual obligations, we record the associated revenues net of the amounts paid to our reseller partner.
Stock-Based Compensation
We issue stock options to employees and outside directors pursuant to our stock option plans and provide employees with the right to purchase stock pursuant to our employee stock purchase plan (ESPP). We account for our stock option plans and ESPP (collectively, our stock-based compensation plans) using the intrinsic value method of accounting as defined by Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB 25), and related interpretations. Under this method, no stock-based compensation expense has been reflected in our results of operations for any of the periods presented, as all options granted under these plans had exercise prices equal to the fair market value of the underlying common stock on the date of grant, and any purchase discounts under the ESPP were within statutory limits. See Recently Issued Accounting Standards below for a discussion of the recently released standard on accounting for stock-based compensation.
SFAS No. 123, Accounting for Stock-Based Compensation (SFAS 123), as amended by SFAS No. 148, Accounting for Stock-Based CompensationTransition and Disclosure (SFAS 148), requires companies that choose to continue to follow APB 25 to provide pro forma disclosure of the impact of accounting for stock-based compensation using the fair value method of SFAS 123. For purposes of these pro forma disclosures, the estimated fair value of the options is amortized over the related vesting periods. The estimated fair value of purchases under the ESPP is amortized over the related purch