-----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, Fi6P6ok2u4bQXR799UW36FUuDRSfJJFRjlJ3EMZpCEMigEnH8yPpLgWUhVSGoYDC hqKbkSY6lpfUFWsfTZFU1Q== 0001104659-03-016271.txt : 20030731 0001104659-03-016271.hdr.sgml : 20030731 20030731140303 ACCESSION NUMBER: 0001104659-03-016271 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030731 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030731 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EVOLVING SYSTEMS INC CENTRAL INDEX KEY: 0001052054 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 841010843 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24081 FILM NUMBER: 03814104 BUSINESS ADDRESS: STREET 1: 9777 MT PYRAMID COURT CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 3038021000 MAIL ADDRESS: STREET 1: 9777 MT PYRAMID COURT CITY: ENGLEWOOD STATE: CO ZIP: 80112 8-K 1 a03-1685_18k.htm 8-K

 

FORM 8-K

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

Current Report

 

Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 31, 2003

 

Evolving Systems, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation)

 

0-24081

 

84-1010843

(Commission File Number)

 

(I.R.S. Employer Identification No.)

 

 

 

9777 Mt. Pyramid Court, Englewood, Colorado 80112

(Address of principal executive offices)                (Zip Code)

 

 

 

Registrant’s telephone number, including area code: (303) 802-1000

 

 

 

Not applicable

(Former name or former address, if changed since last report.)

 

 



 

Item 7. Financial Statements and Exhibits

 

(c)

 

Exhibits

 

 

 

99.1

 

Press Release issued by Evolving Systems, Inc., dated July 31, 2003, titled "Evolving Systems Reports 2003 Second Quarter Results", together with related unaudited financial and operating highlights.

 

Item 12. Results of Operations and Financial Condition

 

                On July 31, 2003, Evolving Systems, Inc. ("Evolving Systems") issued a press release announcing its financial results for the second quarter of 2003. The full text of Evolving Systems' press release, together with the related unaudited financial and operating highlights, is furnished herewith as Exhibit 99.1.

 

1



 

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.

 

 

Evolving Systems, Inc.

 

 

Dated: July 31, 2003

By:

/s/ George A. Hallenbeck

 

 

George A. Hallenbeck

 

Chief Executive Officer

 

2



 

EXHIBIT INDEX

 

EXHIBIT NUMBER

 

DESCRIPTION

99.1

 

Press Release Issued by Evolving Systems, Inc. ("Evolving Systems") announcing its financial results for the second quarter of 2003. The full text of Evolving Systems' press release, together with the related unaudited financial and operating highlights, is furnished herewith as Exhibit 99.1.

 

3


EX-99.1 3 a03-1685_1ex991.htm EX-99.1

 

Exhibit 99.1

 

On July 31, 2003, Evolving Systems, Inc. (the “Company”) published a press release containing certain financial information about the Company as follows:

 

EVOLVING SYSTEMS REPORTS 2003 SECOND QUARTER RESULTS

$1.3 Million Net Income Marks Company’s Fourth Consecutive Profitable Quarter

 

ENGLEWOOD, Colorado — Evolving Systems, Inc. (NASDAQ-EVOL), a provider of innovative software solutions for operations, enhanced services and systems integration to many of the largest communications companies in the U.S., today reported profitable growth for both its second quarter and six-month period ended June 30, 2003.

 

Second Quarter Results

Evolving Systems reported its fourth consecutive profitable quarter with net income of $1.3 million, or $0.09 per basic share and $0.08 per diluted share, in the period ended June 30, 2003, compared with a net loss of $7.4 million, or $0.55 per basic and diluted share, in the same quarter a year ago.  The Company’s improved bottom line was attributable to higher revenue combined with a sharply lower expense base.  The Company’s cash balance at June 30, 2003 was $16.7 million.

 

Revenue in the second quarter increased 40% to $6.4 million from $4.6 million in the second quarter last year.  Revenue from license fees and services increased 63% to nearly $3.2 million while customer support revenue grew by 23% to approximately $3.3 million.  As expected, on a sequential basis, second quarter revenue was down by 25% from $8.6 million in the first quarter when the Company recognized revenue of approximately $1.6 million from a large LNP contract and reported that the first quarter would likely be the highest revenue quarter of the year.

 

Total costs of revenue and operating expenses in the second quarter were reduced by 56% to $5.2 million compared with $12.0 million in the second quarter of 2002, when the Company recorded $4.0 million in restructuring and other expenses relating to restructuring its headquarters building lease, the closure of its satellite field offices, fixed asset write-downs and expenses associated with reductions in work force.  Sequentially, total costs of revenue and operating expenses declined by approximately $300,000 from the first quarter, underscoring the Company’s commitment to carefully managing its costs and maintaining profitable operations on a quarterly basis.

 

The Company’s backlog at June 30, 2003 was $11.7 million. That figure is comprised of $4.9 million in license fees and services, up from $3.9 million in the first quarter, and $6.8 million in customer support.  Evolving Systems added $4.0 million in new bookings to backlog in the second quarter, including orders from major wireline and wireless carriers for software licenses and integration services related to the Company’s number portability and number inventory solutions.  Since most customer support is contracted on an annual basis, customer support backlog will decline each quarter until the contracts are renewed at year end.  Customer support backlog in the second quarter declined $3.4 million from the first quarter.

 

Six-Month Results

For the six-month period ended June 30, the Company reported net income of $4.4 million, or $0.32 per basic share and $0.29 per diluted share, versus a net loss of $14.3 million, or $1.07 per basic and diluted share, in the same period a year ago.  The Company’s solid profitability was attributable to a transition to a solutions business model, which resulted in stronger revenue and a dramatic decrease in operating expenses.

 

Revenue in the six-month period increased 67% to $15.0 million from $9.0 million in the comparable period last year.  Revenue from license fees and services increased 111% to nearly $8.2 million while customer support revenue grew by 34% to approximately $6.8 million.

 

1



 

Total costs of revenue and operating expenses through six months were reduced by 54% to $10.8 million compared with $23.3 million in the same period in 2002.  This improvement, which totaled $12.6 million, reflected significant cost reductions in all expense categories.

 

CEO Comments

“We are very pleased with our financial results through the first half of the year, particularly in light of a telecommunications industry that has yet to show strong signs of recovery,” said George Hallenbeck, chairman and CEO.  “It’s important to note that both our backlog and revenue growth are being driven primarily by increases in license fees and services, which are indicative of continued sales success.

 

“We believe our results reflect an ability to offer and deliver value-oriented solutions to a customer base suffering from the telecommunications downturn while at the same time managing our own cost structure in a way that ensures financial stability and staying power for Evolving Systems,” Hallenbeck added.  “Our short-term objectives in 2003 are to sustain profitability and to position the Company for long-term, predictable, profitable growth.”

 

Hallenbeck also commented on the much anticipated commencement of wireless number portability (WNP), scheduled for nationwide implementation on November 24, 2003.  “It now seems likely that WNP will begin in November since the appeal filed by wireless carriers to delay implementation was denied by the federal appeals court,” Hallenbeck said.  “Most wireless carriers have already made their purchase decisions regarding WNP software solutions, and Evolving Systems has a solid position in this market.  On a going-forward basis, we believe we will continue to benefit from WNP implementation .  In the short run, we foresee opportunities to assist carriers with testing and integration.  In the long run, we believe that actual carrier experience with WNP may lead to industry changes to the porting process, just as has happened with wireline porting.  This would allow us to offer enhancements to our portability products for both our wireless and wireline customers.”

 

Hallenbeck will discuss WNP in more detail during the Company’s earnings conference call.

 

Outlook

Based on year-to-date results, Evolving Systems is raising its full-year revenue guidance to $27.0 million to $28.0 million versus prior guidance of $25.5 to $26.5 million.  The Company expects its 2003 operating expense base to be in the range of $21.5 to $22.5 million and believes it will remain profitable quarter to quarter during the second half of the year.  In the third quarter Evolving Systems expects revenue in the range of $6.0 to $7.0 million, with the low end of the range based on booked business scheduled for third quarter delivery and the high end based on revenue potential from new business booked during the period.  The Company’s cash position will likely decline over the next two quarters as the Company delivers on its prepaid annual customer support obligations, although the year-end cash balance is expected to be at a higher level than at 2002 year end.  Evolving Systems believes its 2003 business plan is fully funded, with no additional capital required.

 

Conference Call

Evolving Systems will conduct its second quarter conference call today at 2:15 p.m. Mountain Time.

  Call 1-800-218-9073 for domestic toll free

 

  Call 303-262-2190 for Denver and international

 

  Conference I.D. number is 546042

 

  Phone replay through August 14, 2003, call 800-405-2236 or 303-590-3000, passcode 546042#.

 

  Webcast, go to www.evolving.com.  Replay available through August 14, 2003.

 

About Evolving Systems

Evolving Systems, Inc. (NASDAQ: EVOL) provides innovative software solutions for operations, enhanced services and systems integration to many of the largest communications companies in the U.S.  The Company provides local number portability solutions and offers software products that enable carriers to comply with the

 

2



 

FCC’s number conservation mandates intended to extend the life of the North American Numbering Plan.  The Company’s ServiceXpress™ methodology and offering is used to accelerate development and integration efforts.  Evolving Systems’ unique competence as an integration and solutions provider for both operations support system (OSS) and enhanced services software positions the Company to accelerate the automation and availability of tomorrow’s services for today’s tier one carriers and application service providers.  For additional information visit www.evolving.com.

 

CAUTIONARY STATEMENT: This news release contains “forward-looking statements” within the meaning of the Private Securities Litigation reform Act of 1995, based on current expectations, estimates and projections that are subject to risk.  Specifically, the Company’s statements about growth and future profitability, revenue and expense projections for 2003, cash balances at year end, implementation of wireless number portability and the impact on the Company’s business, and expansion of its customer base are forward looking statements.  Readers should not place undue reliance on these forward-looking statements.  Actual results could differ materially because of the timing of delivery under the Company’s contracts; FCC decisions concerning number portability; internal budgeting changes of customers; unexpected costs and delays in, or failure to meet, project milestones; the impact of competition, and the general state of the telecommunications industry.

 

For a more extensive discussion of the Company’s business, please refer to the Company’s Form 10-K filed with the SEC on March 28, 2003 as well as subsequently filed 10-Q and 8-K reports.

 

All information in this release is as of July 31, 2003.  Evolving Systems will not necessarily update forward-looking statements to reflect subsequent developments.

 

CONTACTS:

 

Investor Relations

 

Public Relations

Jay Pfeiffer

 

Johanna Erickson

Pfeiffer High Public Relations, Inc.

 

Ogilvy Public Relations Worldwide

303-393-7044

 

303-634-2609

jay@pfeifferhigh.com

 

johanna.erickson@ogilvypr.com

 

3



 

Unaudited Statements of Operations

 

(In thousands except per share data)

 

 

 

Three months ended
June 30,

 

Six months ended
June 30,

 

 

 

2003

 

2002

 

2003

 

2002

 

Revenue:

 

 

 

 

 

 

 

 

 

License fees and services*

 

$

3,181

 

$

1,956

 

$

8,185

 

$

3,885

 

Customer support*

 

3,258

 

2,651

 

6,845

 

5,120

 

Total revenue

 

6,439

 

4,607

 

15,030

 

9,005

 

Costs of revenue & operating expenses:

 

 

 

 

 

 

 

 

 

Costs of license fees and services, excluding depreciation and amortization*

 

1,288

 

1,175

 

3,181

 

3,305

 

Costs of customer support, excluding depreciation and amortization*

 

1,667

 

3,228

 

2,974

 

6,864

 

Sales and marketing

 

720

 

1,400

 

1,425

 

3,283

 

General and administrative

 

935

 

1,495

 

1,851

 

3,447

 

Product development

 

380

 

191

 

656

 

745

 

Depreciation and amortization

 

319

 

486

 

649

 

1,008

 

Restructuring and other expenses

 

(80

)

4,040

 

38

 

4,681

 

Total costs of revenue and operating expenses

 

5,229

 

12,015

 

10,774

 

23,333

 

Income (loss) from operations

 

1,210

 

(7,408

)

4,256

 

(14,328

)

Other income , net

 

49

 

38

 

96

 

51

 

Net income (loss)

 

$

1,259

 

$

(7,370

)

$

4,352

 

$

(14,277

)

Basic earnings (loss) per common share

 

$

0.09

 

$

(0.55

)

$

0.32

 

$

(1.07

)

Diluted earnings (loss) per common share

 

$

0.08

 

$

(0.55

)

$

0.29

 

$

(1.07

)

Weighted average basic shares outstanding

 

13,884

 

13,292

 

13,661

 

13,292

 

Weighted average diluted shares outstanding

 

15,319

 

13,292

 

14,888

 

13,292

 

 


*Certain prior period balances have been reclassified to conform to the current period’s presentation.

 

4



 

Balance Sheets

 

(In thousands except share data)

 

 

 

June 30,
2003

 

December 31,
2002

 

 

 

(unaudited)

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

16,748

 

$

8,601

 

Contract receivables, net of allowance of $249 and $290 at June 30, 2003 and December 31 2002, respectively

 

4,642

 

12,727

 

Unbilled work-in-progress

 

71

 

129

 

Prepaid and other current assets

 

969

 

804

 

Total current assets

 

22,430

 

22,261

 

Property and equipment, net

 

1,544

 

2,004

 

Restricted cash

 

500

 

500

 

Total assets

 

$

24,474

 

$

24,765

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Current portion of long-term obligations

 

$

36

 

$

34

 

Accounts payable and accrued liabilities

 

3,078

 

4,176

 

Unearned revenue

 

10,072

 

14,523

 

Total current liabilities

 

13,186

 

18,733

 

Long-term obligations

 

194

 

141

 

Total liabilities

 

13,380

 

18,874

 

Stockholders’ equity:

 

 

 

 

 

Common stock, $0.001 par value; 25,000,000 shares authorized; 14,172,974 and 13,305,052 shares issued and outstanding as of June 30, 2003 and December 31, 2002, respectively

 

14

 

13

 

Additional paid-in capital

 

54,484

 

53,634

 

Accumulated deficit

 

(43,404

)

(47,756

)

Total stockholders’ equity

 

11,094

 

5,891

 

Total liabilities and stockholders’ equity

 

$

24,474

 

$

24,765

 

 

 

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