-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UREZ4I9rwF+czuMOoAVQJu0E6yUoEGuUW8Cdy9Nj8YzegVQ+M+McIJ6S+7JF+ET2 Ivs6iocOo+jfVXbYkbz06g== 0000950133-97-002949.txt : 19970815 0000950133-97-002949.hdr.sgml : 19970815 ACCESSION NUMBER: 0000950133-97-002949 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19970814 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CREDIT MANAGEMENT SOLUTIONS INC CENTRAL INDEX KEY: 0001024339 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 521549401 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-21735 FILM NUMBER: 97662742 BUSINESS ADDRESS: STREET 1: 5950 SYMPHONY WOODS RD CITY: COLUMBIA STATE: MD ZIP: 21044 BUSINESS PHONE: 4107401000 MAIL ADDRESS: STREET 1: 5950 SYMPHONY WOODS RD STREET 2: SUITE 301 CITY: COLUMBIA STATE: MD ZIP: 21044 10-Q 1 FORM 10-Q 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM 10-Q (MARK ONE) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _________________ TO ___________________ COMMISSION FILE NUMBER 000-21735 CREDIT MANAGEMENT SOLUTIONS, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 52-1549401 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 5950 SYMPHONY WOODS ROAD, COLUMBIA, MARYLAND 21044 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (410) 740-1000 ----------------------------- FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST REPORT. Indicate by check _ 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 the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 7,610,484 shares of the Company's Common Stock, $.01 par value, were outstanding as of August 11, 1997. 1 2 CREDIT MANAGEMENT SOLUTIONS, INC. INDEX
Page ---- Part I -- Financial Information Item 1. Financial Statements (unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Consolidated Balance Sheets -- June 30, 1997 and December 31, 1996 . . . . . . . . . . . . . . . 3 Consolidated Statements of Operations -- Three Months Ended June 30, 1997 and 1996 and Six Months Ended June 30, 1997 and 1996 . . . . . . . . . . . . . 4 Consolidated Statements of Cash Flows --Six Months Ended June 30, 1997 and 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . 7 Item 3. Certain Factors That May Affect Future Results, Financial Condition and the Market Price of Securities . . . . . . . . . . . . . . . . . . .12 Part II -- Other Information Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18 Item 2. Changes in Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18 Item 3. Defaults upon Senior Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18 Item 4. Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . . . . . . . . .18 Item 5. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18 Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18 Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20
2 3 PART I -- FINANCIAL INFORMATION Item 1. Financial Statements CREDIT MANAGEMENT SOLUTIONS, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS
JUNE 30, DECEMBER 31, 1997 1996 ------------ ------------ (unaudited) ASSETS Current assets: Cash and cash equivalents $22,797,922 $23,501,633 Accounts receivable, net of allowance of $101,264 and $168,590 in 1997 and 1996, respectively 2,867,443 1,948,420 Costs and estimated earnings in excess of billings on uncompleted Contracts 491,815 483,255 Prepaid expenses and other current assets 741,786 746,055 Deferred income taxes 58,513 58,513 ----------- ----------- Total current assets 26,957,479 26,737,876 Property and equipment: Computer equipment and software 2,554,162 1,919,160 Office furniture and equipment 676,051 397,185 Leasehold improvements 209,600 131,399 ----------- ----------- 3,439,813 2,447,744 Accumulated depreciation and amortization (1,277,289) (1,033,394) ----------- ----------- 2,162,524 1,414,350 Software development costs, net of accumulated amortization of $119,722 and $58,861 in 1997 and 1996, respectively 239,443 299,304 ----------- ----------- Total assets $29,359,446 $28,451,530 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 882,552 $ 2,730,015 Accrued payroll and related expenses 912,590 889,263 Billings in excess of costs and estimated earnings on uncompleted Contracts 302,941 124,364 Deferred revenue 1,633,685 1,379,695 Stockholder loans 0 229,513 Current portion of long-term debt and capital lease obligations 209,598 239,651 ----------- ----------- Total current liabilities 3,941,366 5,592,501 Long-Term Debt: Capital lease obligations, less current portion 150,329 220,341 Excess of assigned value of identifiable assets over cost of an acquired interest, net of accumulated amortization of $1,219,000 and $1,168,208 in 1997 and 1996, respectively 0 50,792 ----------- ----------- Total liabilities 4,091,695 5,863,634 Stockholders' Equity: Preferred stock, $.01 par value; 1,000,000 shares authorized; no shares issued or outstanding Common stock, $.01 par value; 10,000,000 shares authorized; 7,606,600 and 7,210,100 shares issued and outstanding at June 30, 1997 and December 31, 1996, respectively 76,066 72,101 Additional paid-in capital 26,558,058 22,287,169 Retained earnings (deficit) (1,366,373) 228,626 ----------- ----------- Total stockholders' equity 25,267,751 22,587,896 ----------- ----------- Total liabilities and stockholders' equity $29,359,446 $28,451,530 =========== ===========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 3 4 CREDIT MANAGEMENT SOLUTIONS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED SIX MONTHS ENDED ------------------------------------------------------------------- JUNE 30, JUNE 30, JUNE 30, JUNE 30, 1997 1996 1997 1996 -------------- ------------ -------------- ------------ (Unaudited) (Unaudited) (Unaudited) (Unaudited) REVENUES: CreditRevue license and software development fees $ 2,470,551 $ 2,233,388 $ 4,918,180 $ 4,009,981 CreditRevue maintenance fees 718,812 432,774 1,283,500 851,011 CreditRevue computer hardware sales 26,217 5,074 849,689 409,462 Credit Connection revenues 118,331 0 235,287 0 -------------- ------------ -------------- ------------ 3,333,911 2,671,236 7,286,656 5,270,454 -------------- ------------ -------------- ------------ COSTS AND EXPENSES: Costs of license and software development fees 1,800,776 1,276,823 3,255,814 2,348,080 Cost of maintenance fees 157,054 97,993 255,900 208,584 Cost of computer hardware sales 61,102 35,186 726,157 371,211 Credit Connection costs and expenses 386,858 0 668,720 0 Selling, general and administrative expenses 2,095,373 1,026,897 3,994,639 2,380,299 Research and development costs 360,646 90,681 645,050 181,348 -------------- ------------ -------------- ------------ 4,861,809 2,527,580 9,546,280 5,489,522 -------------- ------------ -------------- ------------ INCOME (LOSS) FROM OPERATIONS (1,527,898) 143,656 (2,259,624) (219,068) OTHER INCOME (EXPENSE): Interest income (expense) 303,000 (29,400) 613,833 (60,547) Amortization of excess of assigned value of identifiable assets over cost of an acquired interest 0 76,188 50,792 152,375 -------------- ------------ -------------- ------------ 303,000 46,788 664,625 91,828 -------------- ------------ -------------- ------------ INCOME (LOSS) BEFORE INCOME TAXES (1,224,898) 190,444 (1,594,999) (127,240) Income tax expense 148,040 0 0 0 -------------- ------------ -------------- ------------ NET INCOME (LOSS) $ (1,372,938) $ 190,444 $ (1,594,999) $ (127,240) ============== ============ ============== ============ Earnings (loss) per common and common equivalent share $ (0.18) $ 0.03 $ (0.21) $ (0.02) ============== ============ ============== ============ AVERAGE SHARES OUTSTANDING 7,606,219 6,293,720 7,581,653 6,293,720 ============== ============ ============== ============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 4 5 CREDIT MANAGEMENT SOLUTIONS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED ------------------------------ JUNE 30, JUNE 30, 1997 1996 ------------ ----------- (unaudited) (unaudited) OPERATING ACTIVITIES: Net (loss) $(1,594,999) $(127,240) ADJUSTMENTS: Depreciation 249,549 178,768 Amortization of excess of assigned value of identifiable assets over cost of an acquired interest (50,792) (152,375) Amortization of software development costs 59,861 0 Gain on disposal of property and equipment (6,431) 0 CHANGES IN OPERATING ASSETS AND LIABILITIES: Accounts receivable, net (919,023) 12,377 Prepaid expenses and other current assets 4,269 67,085 Accounts payable (1,847,463) (761,922) Accrued payroll and related expenses 23,327 116,337 Net billings in excess of costs and estimated gross profit on uncompleted contracts 170,017 492,956 Deferred revenue 253,990 733,296 Accrued interest on stockholder loans 6,025 7,508 ------------ ---------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (3,651,670) 566,790 INVESTING ACTIVITIES: Capitalized software development costs 0 (91,034) Proceeds from sale of property and equipment 7,995 0 Purchases of property and equipment (972,725) (227,863) ------------ ---------- NET CASH USED IN INVESTING ACTIVITIES (964,730) (318,897) FINANCING ACTIVITIES: Net short-term borrowings 0 (250,000) Repayments of stockholder loans (235,538) 0 Payments under capital lease obligations (117,915) (108,144) Repayments of long-term debt (8,713) (8,086) Proceeds from issuance of common stock 4,224,442 0 Other 50,413 0 ------------ ---------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 3,912,689 (366,230) ------------ ---------- NET CHANGE IN CASH AND CASH EQUIVALENTS (703,711) (118,337) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 23,501,633 120,255 ------------ ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 22,797,922 $ 1,918 ============ ==========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 5 6 CREDIT MANAGEMENT SOLUTIONS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1. BASIS OF PRESENTATION The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Consolidated results of operations for the three and six month periods ended June 30, 1997 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 1997. For further information, refer to the financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 1996. NOTE 2. INCOME TAXES Prior to December 1996, stockholders elected under Subchapter S of the Internal Revenue Code to include the Company's income in their personal income tax returns for Federal and state income tax purposes. Accordingly, the Company was not subject to Federal and state income taxes prior to December 1996. Upon termination of the Company's Subchapter S status in December 1996, the Company determined the differences between the financial reporting and income tax bases of its assets and liabilities, and recorded at that date the resulting deferred tax liability and income tax expense. Income tax amounts and balances are accounted for in accordance with Statement of Financial Accounting Standards No. 109 Accounting for Income Taxes. In the second quarter of 1997, the Company revised its estimated annual effective tax rate based on a change in the estimated level of taxable income for the fiscal year ending December 31, 1997. The effect of this change in the estimated annual effective tax rate was to increase income tax expense for the six-month period ended June 30, 1997 by $148,040, all of which related to the first quarter. This change in estimate increased the net loss and loss per common and common equivalent share for the three months ended June 30, 1997 by $148,040 and $.02, respectively. NOTE 3. INCOME (LOSS) PER SHARE The following table summarizes the computations of income (loss) per share:
THREE MONTHS ENDED SIX MONTHS ENDED --------------------------------- -------------------------------- JUNE 30, JUNE 30, JUNE 30, JUNE 30, 1997 1996 1997 1996 -------------- ------------- -------------- -------------- Net income (loss) $ (1,372,938) $ 190,444 $ (1,594,999) $ (127,240) -------------- ------------- -------------- -------------- Weighted average number of shares of common stock outstanding 7,606,219 4,910,100 7,581,653 4,910,100 Effect of options to purchase common stock issued within one year of registration statement 0 1,383,620 0 1,383,620 -------------- ------------- -------------- -------------- Total common and common equivalent shares of stock considered outstanding during the period 7,606,219 6,293,720 7,581,653 6,293,720 -------------- ------------- -------------- -------------- Earnings (loss) per share $ (0.18) $ 0.03 $ (0.21) $ (0.02) -------------- ------------- -------------- --------------
6 7 Earnings per common and common equivalent share is based on the average number of shares of common stock outstanding during each period. As required by the Securities and Exchange Commission, all options to purchase common stock issued by the Company at exercise prices below the initial public offering price during the twelve-month period prior to the offering date have been included in the earnings per share computations for such prior periods as if they were outstanding for all periods included in the registration statement using the treasury stock method, even if the result is anti-dilutive. For the three and six month periods ended June 30, 1996, the dilutive effect of outstanding stock options was determined using the treasury stock method. In February 1997, the Financial Accounting Standard Board issued Statement No. 128, Earnings per Share, which is required to be adopted on December 31, 1997. At that time, the Company will be required to change the method currently used to compute earnings per share and to restate all prior periods. The impact of Statement 128 on the calculation of income (loss) per share for the three and six month periods ended June 30, 1997 and 1996 is not expected to be material. NOTE 4. COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS Uncompleted contracts consist of the following components:
BALANCE SHEET CAPTION ------------------------------------------------------------------- COSTS AND ESTIMATED BILLINGS IN EXCESS EARNINGS IN EXCESS OF COSTS AND TOTAL OF BILLINGS ESTIMATED EARNINGS ------------------------------------------------------------------- December 31, 1996: Cost and estimated earnings $3,972,143 $2,205,872 $6,178,015 Billings 3,488,888 2,330,236 5,819,124 ------------------------------------------------------------------- $ 483,255 $ (124,364) $ 358,891 =================================================================== June 30, 1997: Costs and estimated earnings $3,942,283 $ 213,532 $4,155,815 Billings 3,450,468 516,473 3,966,941 ------------------------------------------------------------------- $ 491,815 $ (302,941) $ 188,874 ===================================================================
All receivables on contracts in-progress are expected to be collected within twelve months. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of the Company's interim results of operations and financial condition. This discussion should be read in conjunction with the Management's Discussion and Analysis of Financial Condition and Results of Operations included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996. This report contains certain statements of a forward-looking nature relating to future events or the future financial performance of the Company. Investors are cautioned that such statements are only predictions and that actual events or results may differ materially. In evaluating such statements, investors should carefully consider the various factors identified in this Report which could cause actual results to differ materially from those indicated by such forward-looking statements, including the matters set forth in "--Certain Factors That May Affect Future Results, Financial Condition and the Market Price of Securities." RESULTS OF OPERATIONS Total Revenues. Total revenues increased 24.8% from $2.7 million in the three months ended June 30, 1996 to $3.3 million in the three months ended June 30, 1997. The Company's revenues are derived from four sources: license and software development fees, maintenance fees, computer hardware sales 7 8 and Credit Connection service fees. Total revenues increased 38.3% from $5.3 million in the six months ended June 30, 1996 to $7.3 million in the six months ended June 30, 1997. License and Software Development Fees. CreditRevue has accounted for substantially all of the Company's license and software development fee revenue through June 30, 1997. License and software development fees increased 10.6% from $2.2 million in the three months ended June 30, 1996 to $2.5 million in the three months ended June 30, 1997. The increases during these periods resulted primarily from increased market acceptance of CreditRevue. License and software development fees increased 22.6% from $4.0 million in the six months ended June 30, 1996 to $4.9 million in the six months ended June 30, 1997. Maintenance Fees. Maintenance fees include fees from software maintenance agreements. Maintenance fees increased 66.1% from $.4 million in the three months ended June 30, 1996 to $.7 million in the three months ended June 30, 1997. The growth in these revenues during these periods was the result of increased maintenance fees associated with the increased number of licenses of CreditRevue outstanding during such periods. Maintenance fees increased 50.8% from $.9 million in the six months ended June 30, 1996 to $1.3 million in the six months ended June 30, 1997. Computer Hardware Sales. Computer hardware sales revenue increased 416.7% from $5,000 in the three months ended June 30, 1996 to $26,000 in the three months ended June 30, 1997. Computer hardware sales revenue consists of revenues received from resales of third-party hardware in connection with the license and installation of the Company's software. Computer hardware sales revenue increased 107.5% from $0.4 million in the six months ended June 30, 1996 to $0.8 million in the six months ended June 30, 1997. The increase in such revenues during these periods reflects the increase in the number of licenses and installations of the Company's CreditRevue software. Credit Connection Service Fees. Credit Connection service fees consist of interface development and related hardware fees and service bureau transaction and communication fees. For the three months ended June 30, 1997, approximately $51,300 of Credit Connection service revenues relate to interface development, and approximately $67,000 related to service bureau fees. The Company commenced reporting Credit Connection revenues in 1997 with the commercial introduction of the Credit Connection. Credit Connection service fees are recognized at the time services are performed. For the six months ended June 30, 1997, approximately $118,700 of Credit Connection service revenues relate to interface development, approximately $116,600 related to service bureau fees. Cost of License and Software Development Fees. Cost of license and software development fees consist primarily of salaries and benefits and allocations of office space expense for in-house programmers and the cost of temporary contract labor. Cost of license and software development fees increased 41.0% from $1.3 million in the three months ended June 30, 1996 to $1.8 million in the three months ended June 30, 1997. As a percentage of license fee and software development revenue, cost of license and software development fees were 57.2% and 72.9% in the three months ended June 30, 1996 and the three months ended June 30, 1997, respectively. During this period the Company increased staffing levels primarily in preparation of the commercial release of its new CreditRevue 2000 product. This increased staffing resulted in, and is expected to result in the foreseeable future, an incremental duplication of certain personnel while the Company transitions from its legacy CreditRevue product to its new CreditRevue 2000 product. This transition will extend into 1998 as client projects currently in process are completed and new projects using 8 9 CreditRevue 2000 commence. Additionally, cost of license and software fees as a percentage of license and software development fees over these periods was related to the fluctuation in the Company's quarterly revenues and hourly labor costs associated with temporary contractors. The Company's costs on a full-time equivalent basis for temporary contractors is generally twice the amount incurred by the Company for its in-house technical personnel. In late 1995 and early 1996, the Company increased internal staffing levels commensurate with the expected growth in revenues. These increased staffing levels are expected to reduce the dependency on temporary contractors upon the completion of their training in the Company's proprietary products and services and technology, however due to the amount of revenues received during the three months ended June 30, 1997, costs as a percentage of revenues increased at a disproportionate rate. The Company anticipates that total labor costs as a percentage of revenue will decrease as the Company and its customers move to a greater level of product standardization. Cost of license and software development fees increased 38.7% from $2.3 million in the six months ended June 30, 1996 to $3.3 million in the six months ended June 30, 1997. As a percentage of license fee and software development revenue, cost of license and software development fees were 58.6% and 66.2% in the six months ended June 30, 1996 and the six months ended June 30, 1997, respectively. Costs of Maintenance Fees. Cost of maintenance fees consists primarily of personnel and related costs for customer maintenance and support. Cost of maintenance fees increased 60.3% from $0.1 million in the three months ended June 30, 1996 to $0.2 million in the three months ended June 30, 1997. As a percentage of maintenance fee revenue, cost of maintenance fees was 22.6% and 21.8% in the three months ended June 30, 1996 and the three months ended June 30, 1997, respectively. The dollar increase in the cost of maintenance fees reflects the increase in maintenance staff associated with the increase of CreditRevue customers whose implementation projects were successfully completed during the quarter. The increase in the percentage of cost of maintenance fees to maintenance fee revenue in the three months ended June 30, 1996 as compared to the three months ended June 30, 1997 resulted from improved efficiencies in the utilization of maintenance personnel as maintenance services have increased. Cost of maintenance fees increased 22.7% from $0.2 million in the six months ended June 30, 1996 to $0.3 million in the six months ended June 30, 1997. As a percentage of maintenance fee revenue, cost of maintenance fees was 24.5% and 20.0% in the six months ended June 30, 1996 and the six months ended June 30, 1997, respectively. Cost of Computer Hardware Sales. Cost of computer hardware sales consists of (i) the Company's cost of computer hardware resold to the Company's customers that are licensing CreditRevue and (ii) salaries and benefits for systems integration employees. Cost of computer hardware sales increased 73.7% from $35,000 in the three months ended June 30, 1996 to $61,000 in the three months ended June 30, 1997. As a percentage of computer hardware sales revenue, cost of computer hardware sales was 693.5% and 233.1% in the three months ended June 30, 1996 and the three months ended June 30, 1997, respectively. The dollar increase in the cost of computer hardware sales reflected the increase in staffing related to supporting hardware sales during the periods presented. Cost of computer hardware sales increased 95.6% from $0.4 million in the six months ended June 30, 1996 to $0.7 million in the six months ended June 30, 1997. As a percentage of computer hardware sales revenue, cost of computer hardware sales was 90.7% and 85.5% in the six months ended June 30, 1996 and the six months ended June 30, 1997, respectively. The dollar increase in the cost of computer hardware sales reflects the increase in computer hardware sales during the periods presented. The Company's margin on computer hardware sales fluctuates based on changes in product sales mix, volume discounts to significant customers, and negotiated mark-ups with customers. 9 10 Credit Connection Cost and Expenses. Credit Connection cost and expenses consist primarily of salaries and benefits and allocations of office space expense for in-house personnel dedicated to the sales, marketing, deployment and support of the Credit Connection service. Additionally, these costs reflect the third party costs associated with hardware related to development and deployment of bank interfaces and third party communication costs. These costs were not reported separately prior to the commercial release of Credit Connection in 1997. Selling, General and Administrative Expenses. Selling, general and administrative expenses increased 104.0% from $1.0 million in the three months ended June 30, 1996 to $2.1 million in the three months ended June 30, 1997. Of this increase, approximately $0.5 million related to payroll expenses which resulted primarily from an increase in the Company's administrative, sales and marketing staff and approximately $0.4 million of the increase related to non-salary based administrative expenses, consisting of outside services, legal, accounting and insurance fees and travel expenses. Selling, general and administrative expenses includes (i) salaries and commissions paid to sales and marketing personnel, as well as travel and promotional expenses, and (ii) salaries of administrative, executive and financial personnel, and (iii) outside professional fees. The increase in these expenses was attributable to several factors. The increase in such expenses was a result of an increase in sales and marketing staff from 6 in the three months ended June 30, 1996 to 9 in the three months ended June 30, 1997. In addition, such expenses increased due to an increase in expenses associated with the growth of the Company and an increase in legal and insurance fees associated with the protection of the Company's proprietary intellectual property. Selling, general and administrative expenses increased 67.8% from $2.4 million in the six months ended June 30, 1996 to $4.0 million in the six months ended June 30, 1997. Of this $1.6 million increase, approximately $0.5 million related to payroll expenses which resulted primarily from an increase in the Company's administrative, sales and marketing staff and approximately $1.1 million of the increase related to non-salary based administrative expenses, including recruiting, outside services, legal, accounting and insurance fees and advertising expenses Certain of these expenses increased due to an increase in expenses associated with the growth of the Company and an increase in legal and insurance fees associated with the protection of the Company's proprietary intellectual property. Research and Development Costs. Research and development costs consist primarily of salaries and benefits of in-house programmers. These costs increased $0.3 million during the three months ended June 30, 1997 as compared to the three months ended June 30, 1996 due primarily to the addition of 16 employees in 1996 and early 1997. In addition, during the first and second quarters of 1996, certain development expenses related to the development of Credit Connection were being capitalized. Approximately $45,000 and $0 was capitalized during the three months ended June 30, 1996 and six months ended June 30, 1997, respectively. Research and development costs increased $0.5 million during the six months ended June 30, 1997 as compared to the six months ended June 30, 1996 due primarily to the addition of sixteen employees in 1996 and early 1997. Approximately $91,000 was capitalized during the six months ended June 30, 1996. There were no research and development expenses capitalized during 1997. Interest Income (Expense). Interest income increased to $0.3 million in the three months ended June 30, 1997 from an expense of $29,400 for the three month period ended June 30, 1996. The increase in interest income over such periods relates primarily to interest earned on the proceeds from the Company's initial public offering. Interest income increased to $0.6 million in the six months ended June 30, 1997 from an expense of $60,547 for the six month period ended June 30, 1996. The increase in interest income over such periods relates primarily to interest earned on the proceeds from the Company's initial public offering in December 1996. Amortization of Assigned Value Over Cost of an Acquired Interest. From September 1988 through March 1993, the Company was the sole general partner of a limited partnership. In March 1993, the Company purchased the other partner's limited partnership interest for $0.3 million. The acquisition 10 11 was accounted for as an acquisition of a minority interest using the purchase method of accounting. The assigned value of the identifiable net assets acquired over the cost of the acquired interest was $1.2 million. This amount was being amortized into income using the straight-line method over four years. INCOME TAX EXPENSE From its inception in 1987 until its reincorporation in Delaware in December 1996, the Company had been treated for income tax purposes as a corporation subject to federal and state taxation under Subchapter S of the Internal Revenue Code of 1986, as amended (the "Code") and comparable state laws. As a result, for federal and state income tax purposes, the Company's earnings had been taxed directly to the Company's stockholders. Upon termination of the Company's Subchapter S status in December 1996, the Company determined the differences between the financial reporting and income tax bases of its assets and liabilities, and recorded at that date the resulting deferred tax liability and income tax expense. Income tax amounts and balances are accounted for in accordance with Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes." The Company's income tax expense for the year ended December 31, 1996 approximates the income tax expense that would have been recognized had the Company terminated its Subchapter S status at January 1, 1996. During the month of December 1996, the Company incurred a loss for federal income tax purposes of approximately $756,000, caused principally by a tax deduction of $650,000 related to the exercise of certain nonqualified stock options by officers of the Company. This net operating loss carry forward will expire in 2011. [See Note 2 to the Consolidated Financial Statements, included in the Company's annual report on Form 10-K for the year ended December 31, 1996, for more information regarding the Company's income tax status.] LIQUIDITY AND CAPITAL RESOURCES The Company has funded its working capital needs and investments in property and equipment from operating cash flows and approximately $27.0 million of net proceeds from the Company's initial public offering completed in December 1996 and January 1997. During the six months ended June 30, 1997, the Company consumed net cash from operating activities of $3.7 million. The primary use of cash for operations was the reduction in accounts payable of approximately $1.8 million and to fund losses from operations of approximately $1.6 million. and the growth in accounts receivables of approximately $.9 million The Company's cash used for investing activities consists principally of investments in property and equipment. During the six months ended June 30, 1996 and 1997, the Company invested a total of $0.3 and $1.0 million, respectively, in property and equipment. These investments were directly attributable to the Company's growth in operations. The Company does not have any material commitments for the purchase of property and equipment at June 30, 1997. In addition, on January 10, 1997 the Company received approximately $4.2 million in net proceeds from the exercise by its underwriters of the underwriters' over-allotment option issued in conjunction with the Company's initial public offering in December 1996. The Company has historically relied principally on its bank line of credit and proceeds from its initial public offering completed in December 1996 for its financing needs. The Company received $22.6 million of net proceeds from its initial public offering. The Company maintains a secured bank line of credit in the amount of $0.5 million, of which there was no balance outstanding at June 30, 1997. The line of credit bears interest at the bank's prime rate plus 1% per annum (9.25% at June 30, 1997). Further, the bank's line of credit requires the bank's written consent prior to, among other things, (i) the payment of cash dividends, (ii) the Company's engagement in a substantially different business activity, or (iii) the purchase by the Company of any interest in another enterprise or entity. On May 19, 1997 the Company prepaid to Mr. James R. DeFrancesco, the Company's President and Chief Executive Officer, a loan of $0.2 million bearing interest at 7% per annum previously due on demand after October 1, 1997. 11 12 The Company currently anticipates that its available cash resources, expected cash flows from operations, and its bank line of credit will be sufficient to meet its presently anticipated working capital, capital expenditure and debt repayment requirements through 1997. ITEM 3. CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS, FINANCIAL CONDITION AND THE MARKET PRICE OF SECURITIES. Uncertainty of Future Results of Operations; Fluctuations in Quarterly Results of Operations. Prior growth rates in the Company's revenue and net income should not be considered indicative of future results of operations. Future results of operations will depend upon many factors, including market acceptance of new services, including the Company's Credit Connection and CreditRevue Service Bureau, the demand for the Company's products and services, the successful transition from predominantly license fee-based revenue to predominantly transaction fee-based revenue, the timing of new product and service introductions and software enhancements by the Company or its competitors, the level of product, service and price competition, the length of the Company's sales cycle, the size and timing of individual transactions, the delay or deferral of customer implementations, the Company's success in expanding its customer support organization, direct sales force and indirect distribution channels, the nature and timing of significant marketing programs, the mix of products and services sold, the timing of new hires, the ability of the Company to develop and market new products and services and control costs, competitive conditions in the industry and general economic conditions. In addition, the decision to implement the Company's products or services typically involves a significant commitment of customer resources and is subject to the budget cycles of the Company's customers. Licenses of CreditRevue generally reflect a relatively high amount of revenue per order. The loss or delay of individual orders, therefore, would have a significant impact on the Company's revenue and quarterly results of operations. The timing of revenue is difficult to predict because of the length and variability of the Company's sales cycle, which has ranged to date from two to 18 months from initial customer contact to the execution of a license agreement. In addition, since a substantial portion of the Company's revenue is recognized on a percentage-of-completion basis, the timing of revenue recognition for its licenses may be materially and adversely affected by delays or deferrals of customer implementations. Such delays or deferrals may also increase expenses associated with such implementations which would materially and adversely affect related operating margins. The Company's operating expenses are based in part on planned product and service introductions and anticipated revenue trends and, because a high percentage of these expenses are relatively fixed, a delay in the recognition of revenue from a limited number of transactions could cause significant variations in operating results from quarter-to-quarter and could result in operating losses. To the extent such expenses precede, or are not subsequently followed by, increased revenues, the Company's results of operations would be materially and adversely affected. As a result of these and other factors, revenues for any quarter are subject to significant variation, and the Company believes that period-to-period comparisons of its results of operations are not necessarily meaningful and should not be relied upon as indications of future performance. There can be no assurance that the Company will be profitable in any future quarter or that such fluctuations in results of operations will not result in volatility in the price of the Company's Common Stock. Due to all of the foregoing factors, it is likely that in some future quarter the Company's results of operations will be below the expectations of public market analysts and investors. In such event, the market price of the Company's Common Stock will be materially and adversely affected. Dependence on CreditRevue Product Line. License fees, maintenance fees and third-party computer hardware sales associated with licenses and installations of CreditRevue accounted for substantially all of the Company's revenues through June 30, 1997. Although the Company has recently introduced its Credit Connection service, the Company expects that revenues generated from licenses and installations of CreditRevue will continue to account for a significant portion of the Company's revenues for the foreseeable future. To date, Credit Connection has generated approximately $235,000 in revenues. The life cycles of the Company's products and services are difficult to predict due to the effect of new product and service introductions or software enhancements by the Company or its competitors, market acceptance of new and enhanced versions of the Company's products and services, and competition in the Company's marketplace. A decline in the demand for CreditRevue, whether as a result of competition, technological change, price 12 13 reductions or otherwise, would have a material adverse effect on the Company's business, results of operations and financial condition. Lengthy Sales and Implementation Cycle. The licensing of the Company's software products and services is often an enterprise-wide decision by prospective customers and generally requires the Company to provide a significant level of education to prospective customers regarding the use and benefits of the Company's products and services. In addition, the implementation of the Company's software products involves a significant commitment of resources by prospective customers and is commonly accompanied by substantial reengineering efforts and a review of the customer's credit analysis, decisioning and funding processes. The cost to the customer of the Company's products and services is typically only a portion of the related hardware, software, development, training and integration costs associated with implementing a large-scale automated credit origination information system. For these and other reasons, the period between initial customer contact and the implementation of the Company's products is often lengthy (ranging from between two and 18 months) and is subject to a number of significant delays over which the Company has little or no control. The Company's implementation cycle could be lengthened by increases in the size and complexity of its license transactions and by delays or deferrals in its customers' implementation of appropriate interfaces and networking capabilities. Delays in the sale or implementation of a limited number of license transactions could have a material adverse effect on the Company's business, results of operations and financial condition and cause the Company's results of operations to vary significantly from quarter to quarter. Market Acceptance of Credit Connection; Transition to Transaction-Based Revenue. The Company's Credit Connection service has recently been commercially introduced and the Company's CreditRevue Service Bureau service is under development and is expected to be introduced in late 1997. These services are projected to account for a significant portion of the Company's revenues in the future. As a result, demand and market acceptance for these services are subject to a high level of uncertainty, and the Company will be heavily dependent on their market acceptance. There can be no assurance that these services will be commercially successful. The failure of the Company to generate demand for Credit Connection or CreditRevue Service Bureau or the occurrence of any significant technological problems with such services would have a material adverse effect on the Company's business, results of operations and financial condition. Historically, substantially all of the Company's revenues have been derived from license fees, maintenance fees and hardware sales associated with licenses and installations of CreditRevue. Under the terms of its license agreements, a majority of the Company's revenues are realized during the configuration and installation of CreditRevue. However, the Company anticipates that a significant portion of the Company's future revenues will be derived from per-usage transaction-based fees charged to credit originators and financial institutions for transactions originated from the Credit Connection and CreditRevue Service Bureau services. There can be no assurance that the Company will successfully manage the transition of a significant portion of its revenues from license-based revenue to transaction-based revenue. The failure of the Company to successfully manage the transition to a transaction-based revenue stream would have a material adverse effect on the Company's business, results of operations and financial condition. Reliance on Certain Relationships. The Company has established relationships with a number of companies that it believes are important to its sales, marketing and support activities, as well as to its product, service and software development efforts. The Company has relationships with automated scorecard companies, hardware vendors and credit bureaus and has also formed a strategic alliance with ADP for remarketing Credit Connection. There can be no assurance that these companies, most of which have significantly greater financial and marketing resources than the Company, will not develop or market products and services which will compete with the Company's products and services in the future. Furthermore, since many of these relationships are informal in nature, they are terminable by either party at will. Other relationships are terminable by either party after a relatively short notice period. There can be no assurance that these companies will not otherwise discontinue their relationships with or support of the Company. The failure by the Company to maintain its existing relationships or to establish new relationships in the future, because of a divergence of interests, acquisition of one or more of these third parties or other reasons, could have a material adverse effect on the Company's business, results of operations and 13 14 financial condition. Dependence on Large License Fee Contracts and Customer Concentration. A relatively small number of customers have accounted for a significant percentage of the Company's revenues. License fees for CreditRevue are based on a percentage-of-completion method on a cost-incurred basis with the final installment being paid in full upon acceptance of the Company's software. The Company receives continuing revenues on CreditRevue from annual maintenance agreements which commence upon acceptance of the software by the customer. Maintenance agreements are renewable annually by the customer, and the license agreements are generally co-terminous with the maintenance agreements. Although the Company has experienced a high degree of customer loyalty, the Company cannot predict how many maintenance agreements will be renewed or the number of years of renewal. Revenues generated by the Company's 10 largest customers accounted for 65.1% and 77.4% of total revenues in 1996 and 1995, respectively. Two of the Company's customers accounted for 19.9% and 12.9% of total revenues, respectively, in 1995. None of the Company's customers accounted for 10% or more of total revenues in 1996. The Company expects that a limited number of customers will continue to account for a significant percentage of revenue for the foreseeable future. The loss of any major customer or any reduction or delay in orders by any such customer, delay or deferral in configurations or enhancements by such customers or the failure of the Company to successfully market its products or services to new customers, could have a material adverse effect on the Company's business, results of operations and financial condition. Dependence on Consumer Retail Lending Industry; Cyclical Nature of Consumer Lending. The Company's business is currently concentrated in the consumer lending industry and is expected to be so concentrated for the foreseeable future, thereby making the Company susceptible to a downturn in the consumer lending industry. For example, a decrease in consumer lending could result in a smaller overall market for the Company's products and services. Furthermore, banks in the United States are continuing to consolidate, decreasing the overall potential number of customers for the Company's products and services. In addition, demand for consumer loans has been historically cyclical, in large part based on general economic conditions and cycles in overall consumer indebtedness levels. Changes in general economic conditions that adversely affect the demand for consumer loans, the willingness of financial institutions to provide funds for such loans, changes in interest rates and the overall consumer indebtedness level, as well as other factors affecting the consumer lending industry, could have a material adverse effect on the Company's business, results of operations and financial condition. Management of Changing Business. The Company has experienced significant changes in its business, such as an expansion in the Company's staff and customer base and the development of new products, services and enhancements to its software, including the recent commercial release of Credit Connection. Such changes have placed and may continue to place a significant strain upon the Company's management, systems and resources. As of June 30, 1997, the Company had grown to 205 employees from 140 employees at December 31, 1996. The Company's ability to compete effectively and to manage future changes will require the Company to continue to improve its financial and management controls, reporting systems and procedures and budgeting and forecasting capabilities on a timely basis and expand its sales and marketing work force, and train and manage its employee work force. There can be no assurance that the Company will be able to manage such changes successfully. The Company's failure to do so could have a material adverse effect upon the Company's business, results of operations and financial condition. Dependence on Key Personnel. The Company's future performance depends in significant part upon the continued service of its key technical, sales and senior management personnel, particularly James R. DeFrancesco, President and Chief Executive Officer, and Scott L. Freiman, Executive Vice President. The Company has obtained for key-person life insurance on the lives of each of Messrs. DeFrancesco and Freiman. The loss of the services of one or more of the Company's executive officers could have a material adverse effect on the Company's business, results of operations and financial condition. The Company retains its key employees through the use of equity incentive programs, including stock option plans, employee stock purchase plans, and competitive compensation packages. The Company has no employment agreements and does not intend to enter into any such agreements in the foreseeable future. The Company's future success 14 15 also depends on its continuing ability to attract and retain highly qualified technical, customer support, sales and managerial personnel. In particular, the Company has encountered difficulties in hiring sufficient numbers of programmers and technical personnel. Competition for qualified personnel is intense, and there can be no assurance that the Company will be able to retain its key technical, sales and managerial employees or that it can attract, assimilate or retain other highly qualified technical, sales and managerial personnel in the future. Rapid Technological Change; Risk Associated with New Products, Services or Enhancements. The credit processing software products and services industry in which the Company competes is characterized by rapid technological change, frequent introductions of new products and services, changes in customer demands and evolving industry standards. The introduction or announcement of new products, services or enhancements by the Company or one or more of its competitors embodying new technologies or changes in industry standards or customer requirements could render the Company's existing products or services obsolete or unmarketable. Accordingly, the life cycles of the Company's products are difficult to estimate. The Company's future results of operations will depend, in part, upon its ability to enhance its products and services and to develop and introduce new products and services on a timely and cost-effective basis that will keep pace with technological developments and evolving industry standards, as well as address the increasingly sophisticated needs of the Company's customers. There can be no assurance that these new products and services will gain market acceptance or that the Company will be successful in developing and marketing new products or services that respond to technological change, evolving industry standards and changing customer requirements, that the Company will not experience difficulties that could delay or prevent the successful development, introduction and marketing of these products or services, or that its new products or services will adequately meet the requirements of the marketplace and achieve any significant degree of market acceptance. In addition, a majority of the Company's current products operate in the UNIX operating system. Although the Company's software is designed to work with other operating environments, a requirement to port to a different operating system could be costly and time consuming and could have a material adverse effect on the Company's business, results of operations and financial condition. Failure of the Company to develop and introduce, for technological or other reasons, new products and services in a timely and cost-effective manner could have a material adverse effect on the Company's business, results of operations and financial condition. Furthermore, the introduction or announcement of new product or service offerings or enhancements by the Company or the Company's competitors may cause customers to defer or forgo purchases of the Company's products or services, which could have a material adverse effect on the Company's business, results of operations and financial condition. System Interruption and Security Risks; Potential Liability; Possible Lack of Adequate Insurance; and System Inadequacy. The Company's operations are dependent, in part, on its ability to protect its system from interruption by damage from fire, earthquake, power loss, telecommunication failure, unauthorized entry or other events beyond the Company's control. The Company's computer equipment constituting its central computer system, including its processing operations, is located at a single site. The Company is currently in the planning stages of acquiring and implementing a back-up, off-site processing system capable of supporting its operations in the event of system failure. While the Company maintains $1.84 million of property insurance policies, a business interruption insurance policy, a $3.0 million errors and omissions insurance policy and a $10.0 million umbrella insurance policy, such insurance may not be adequate to compensate the Company for all losses that may occur or to provide for costs associated with system failure or business interruption. Any damage or failure that causes interruptions in the Company's operations could have a material adverse effect on the Company's business, results of operations and financial condition. Persistent problems continue to affect public and private data networks. For example, in a number of networks, hackers have bypassed firewalls and have appropriated confidential information. Such computer break-ins and other disruptions may jeopardize the security of information stored in and transmitted through the computer systems of the parties utilizing the Company's services, which may result in significant liability to the Company and also may deter potential customers from using the Company's services. In addition, while the Company attempts to be careful with respect to the employees it hires and maintain controls through software design, security systems and accounting procedures to prevent unauthorized employee access, it is possible that, despite such safeguards, an employee of the Company could obtain access, which would also 15 16 expose the Company to a risk of loss or litigation and possible liability to users. The Company attempts to limit its liability to customers, including liability arising from the failure of the security features contained in the Company's system and services, through contractual provisions. However, there can be no assurance that such limitations will be enforceable. There can be no guarantee that the growth of the Company's customer base will not strain or exceed the capacity of its computer and telecommunications systems and lead to degradations in performance or system failure. Any damage, failure or delay that causes interruptions in the Company's operations could have a material adverse effect on the Company's business, results of operations and financial condition. Risk of Defects, Development Delays and Lack of Market Acceptance. Software products and services as sophisticated as those offered by the Company often encounter development delays and may contain defects or failures when introduced or when new versions are released. The Company has in the past and may in the future experience delays in the development of software and has discovered, and may in the future discover, software defects in certain of its products. Such delays and defects may result in lost revenues during the time corrective measures are being taken. Although the Company has not experienced material adverse effects resulting from any such defects to date, there can be no assurance that, despite testing by the Company, errors will not be found in its existing software in future releases or enhancements, or that the Company will not experience development delays, resulting in delays in the commercial release of new products and services, the loss of market share or the failure to achieve market acceptance. Any such occurrence could have a material adverse effect upon the Company's business, results of operations and financial condition. Future Capital Needs; Uncertainty of Additional Financing. The Company currently anticipates that its available cash resources combined with anticipated funds from operations will be sufficient to meet its presently anticipated working capital and capital expenditure requirements through 1997. Thereafter, the Company may need to raise additional funds. The Company may need to raise additional funds sooner in order to fund more rapid expansion, to develop new or enhanced products and services, to respond to competitive pressures or to acquire complementary businesses or technologies. If additional funds are raised through the issuance of equity securities, the percentage ownership of the stockholders of the Company will be reduced, stockholders may experience additional dilution, or such equity securities may have rights, preferences or privileges senior to those of the holders of the Company's Common Stock. There can be no assurance that additional financing will be available when needed on terms favorable to the Company or at all. If adequate funds are not available or are not available on acceptable terms, the Company may be unable to develop or enhance its products and services, take advantage of future opportunities or respond to competitive pressures, which could have a material adverse effect on the Company's business, results of operations and financial condition. Government Regulation and Uncertainties of Future Regulation. The Company's current and prospective customers, which consist of state and federally chartered banks, saving and loan associations, credit unions, consumer finance companies and other consumer lenders, as well as customers in the industries that the Company may target in the future, operate in markets that are subject to extensive and complex federal and state regulations. While the Company is not itself directly subject to such regulations, the Company's products and services must be designed to work within the extensive and evolving regulatory constraints in which its customers operate. These constraints include federal and state truth-in-lending disclosure rules, state usury laws, the Equal Credit Opportunity Act, the Fair Credit Reporting Act and the Community Reinvestment Act. Furthermore, some consumer groups have expressed concern regarding the privacy and security of automated credit processing, the use of automated credit scoring tools in credit underwriting, and whether electronic lending is a desirable technological development in light of the current level of consumer debt. The failure by the Company's products and services to support customers' compliance with current regulations and to address changes in customers' regulatory environment, or to adapt to such changes in an efficient and cost-effective manner, could have a material adverse effect on the Company's business, results of operations and financial condition. Control by Existing Stockholders. Assuming no exercise of outstanding options, James R. DeFrancesco, the Company's President and Chief Executive Officer, and Scott L. Freiman, the 16 17 Company's Executive Vice President, collectively beneficially own approximately 64% of the outstanding shares of Common Stock. As a result, these stockholders will be able to exercise control over matters requiring stockholder approval, including the election of directors, and the approval of mergers, consolidations and sales of all or substantially all of the assets of the Company. This may prevent or discourage tender offers for the Company's Common Stock unless the terms are approved by such stockholders. Possible Volatility of Stock Price. The trading price of the Company's Common Stock could be subject to significant fluctuations in response to variations in quarterly operating results, the gain or loss of significant orders, changes in earning estimates by analysts, announcements of technological innovations or new products by the Company or its competitors, general conditions in the consumer lending and software industries, credit processing software and services and other events or factors. In addition, the stock market in general has experienced extreme price and volume fluctuations which have affected the market price for many companies in industries similar or related to that of the Company and which have been unrelated to the operating performance of these companies. These market fluctuations may adversely affect the market price of the Company's Common Stock. Effect of Certain Charter Provisions; Antitakeover Effects of Certificate of Incorporation, Bylaws and Delaware Law. The Company's Board of Directors has the authority to issue up to 1,000,000 shares of Preferred Stock and to determine the price, rights, preferences, privileges and restrictions, including voting rights of those shares without any further vote or action by the stockholders. The Preferred Stock could be issued with voting, liquidation, dividend and other rights superior to those of the Common Stock. The rights of the holders of Common Stock will be subject to, and may be adversely affected by the rights of the holders of any Preferred Stock that may be issued in the future. The issuance of Preferred Stock could have the effect of making it more difficult for a third party to acquire a majority of the outstanding voting stock of the Company. Further, certain provisions of the Company's Certificate of Incorporation, including provisions that create a classified Board of Directors, and certain provisions of the Company's Bylaws and of Delaware law could delay or make more difficult a merger, tender offer or proxy contest involving the Company. 17 18 PART II -- OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The Company is not a party to any material legal proceedings. ITEM 2. CHANGES IN SECURITIES None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (a) The Company's Annual Meeting of Stockholders was held on May 9, 1997. (b) Not applicable (c) Motions before stockholders (1) Election of Two Directors
NAME VOTES FOR VOTES AGAINST NON VOTES ABSTENTIONS ---- --------- ------------- --------- ----------- Robert P. Vollono 7,069,904............. 12,900 0 0 Peter Leger 7,059,404............. 23,400 0 0
(2) Approval of the Company's 1997 Stock Incentive Plan
VOTES FOR VOTES AGAINST NON VOTES ABSTENTIONS --------- ------------- --------- ----------- 4,980,739 1,646,835 437,530 17,700
(3) Ratification of Ernst & Young, LLP as Auditors
VOTES FOR VOTES AGAINST NON VOTES ABSTENTIONS --------- ------------- --------- ----------- 7,063,447 0 2,457 16,900
ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBITS. 18 19 3.1 Certificate of Incorporation* 3.2 Bylaws of the Company* 4.1 Specimen certificate for Common Stock of the Company* 4.2 See Exhibits 3.1 and 3.2 for provisions of the Certificate of Incorporation and Bylaws of the Company defining rights of holders of Common Stock of the Company 10.1 Form of Project Commencement Agreement* 10.2 Form of Software License Agreement* 10.3 Form of Software Maintenance Agreement* 10.4 Form of Professional Services Agreement* 10.5 Form of Credit Connection Lender Agreement (for CreditRevue Licensees)* 10.6 Form of Credit Connection Lender Agreement (for non-CreditRevue Licensees)* 10.7 Form of Credit Connection Dealer Subscription Agreement* 10.8.1 Office Building Lease between Symphony Woods Limited Partnership and the Company dated October 29, 1993* 10.8.2 Office Building Lease between Symphony Woods Limited Partnership and the Company dated February 10, 1995* 10.8.3 First Amendment to Lease dated March 29, 1995* 10.8.4 Second Amendment to Lease dated August 12, 1996* 10.9 Promissory Note dated December 31, 1995 given by the Company to James R. DeFrancesco* 10.10 Business Loan Agreement between The Columbia Bank and the Company dated June 10, 1994* 10.11 1996 Credit Management Solutions, Inc. Non-Qualified Stock Option Plan* 10.12 1996 Credit Management Solutions, Inc. Employee Stock Purchase Plan* 10.13 1996 Credit Management Solutions, Inc. Long-Term incentive Plan* 10.14 Form of Tax Indemnification Agreement* 19 20 10.15 1996 Credit Management Solutions, Inc. Non-Qualified Stock Option Plan* 27 Financial Data Schedule (b) REPORTS ON FORM 8-K. No reports on Form 8-K were filed during the quarter for which this report is filed. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CREDIT MANAGEMENT SOLUTIONS, INC. --------------------------------- (Registrant) Date: August __, 1997 /s/ James R. DeFrancesco -------------------------------------------------- James R. DeFrancesco President, Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) Date: August __, 1997 /s/ Robert P. Vollono -------------------------------------------------- Robert P. Vollono Senior Vice President, Treasurer, Chief Financial Officer and Director (Principal Financial and Accounting Officer) - ------------------- * Incorporated by reference to the Exhibits filed with the Company's Registration Statement on Form S-1, File NO. 333-14007. 20 21 CREDIT MANAGEMENT SOLUTIONS, INC. EXHIBIT INDEX
Exhibit No. Description Page - ----------- ----------- ---- 3.1 Certificate of Incorporation 3.2 Bylaws of the Company 4.1 Specimen certificate for Common Stock of the Company 4.2 See Exhibits 3.1 and 3.2 for provisions of the Certificate of Incorporation and Bylaws of the Company defining rights of holders of Common Stock of the Company 10.1 Form of Project Commencement Agreement 10.2 Form of Software License Agreement 10.3 Form of Software Maintenance Agreement 10.4 Form of Professional Services Agreement 10.5 Form of Credit Connection Lender Agreement (for CreditRevue Licensees) 10.6 Form of Credit Connection Lender Agreement (for non-CreditRevue Licensees) 10.7 Form of Credit Connection Dealer Subscription Agreement 10.8.1 Office Building Lease between Symphony Woods Limited Partnership and the Company dated October 29, 1993 10.8.2 Office Building Lease between Symphony Woods Limited Partnership and the Company dated February 10, 1995 10.8.3 First Amendment to Lease dated March 29, 1995 10.8.4 Second Amendment to Lease dated August 12, 1996 10.9 Promissory Note dated December 31, 1995 given by the Company to James R. DeFrancesco
21 22 10.10 Business Loan Agreement between The Columbia Bank and the Company dated June 10, 1994 10.11 1996 Credit Management Solutions, Inc. Non-Qualified Stock Option Plan 10.12 1996 Credit Management Solutions, Inc. Employee Stock Purchase Plan 10.13 1996 Credit Management Solutions, Inc. Long-Term Incentive Plan 10.14 Form of Tax Indemnification Agreement 10.15 1996 Credit Management Solutions, Inc. Non-Qualified Stock Option Plan 27 Financial Data Schedule
22 EX-27 2 FINANCIAL DATA SCHEDULE
5 0001024339 CREDIT MANAGEMENT SOLUTIONS, INC. 6-MOS DEC-31-1997 JAN-01-1997 JUN-30-1997 22,797,922 0 2,968,707 101,264 0 26,957,479 3,439,813 1,277,289 29,359,446 3,941,366 0 0 0 76,066 25,191,685 29,359,446 849,689 7,286,656 726,157 4,906,591 4,639,689 0 613,833 (1,594,999) 0 (1,594,999) 0 0 0 (1,594,999) (.21) (.21)
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