-----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, WfF1e0gliWYHREPcHHjUXeL4IKd3/XTuYuMW/aB0w08M30aYQG2zo5u+pBXgsWRZ QmutGk735DsCYp+Cfj1ZjA== 0001104659-06-074311.txt : 20061113 0001104659-06-074311.hdr.sgml : 20061110 20061113130906 ACCESSION NUMBER: 0001104659-06-074311 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061113 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20061113 DATE AS OF CHANGE: 20061113 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: 061207380 BUSINESS ADDRESS: STREET 1: 9777 PYRAMID COURT, SUITE 100 CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 3038021000 MAIL ADDRESS: STREET 1: 9777 PYRAMID COURT, SUITE 100 CITY: ENGLEWOOD STATE: CO ZIP: 80112 8-K 1 a06-23902_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549


 

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)
November 13, 2006

Evolving Systems, Inc.
(Exact name of registrant as specified in its charter)

Delaware

 

0-24081

 

84-1010843

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

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

 

9777 Pyramid Court, Suite 100
Englewood, Colorado 80112
(Address of principal executive offices)

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

N/A
Former Name or Former Address, if Changed Since Last Report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 




 

ITEM 2.02             RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On November 13, 2006, Evolving Systems, Inc. (“Evolving Systems”) issued a press release announcing its financial results for the third quarter ended September 30, 2006. The full text of Evolving Systems’ press release, together with the related unaudited financial and operating highlights, is furnished herewith as Exhibit 99.1.

SIGNATURE

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 hereunto duly authorized.

Dated: November 13, 2006

Evolving Systems, Inc.

 

 

 

 

By:

/s/ANITA T. MOSELEY

 

 

Anita T. Moseley

 

 

Sr. Vice President & General Counsel

 

2




 

EXHIBIT INDEX

Exhibit
Number

 

Description

99.1

 

Press Release issued by Evolving Systems, Inc. (“Evolving Systems”) announcing its financial results for the third quarter ended September 30, 2006. 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 2 a06-23902_1ex99d1.htm EX-99

 

EXHIBIT 99.1

IMMEDIATE RELEASE

 

NEWS

November 13, 2006

 

NASDAQ-EVOL

 

EVOLVING SYSTEMS REPORTS THIRD QUARTER RESULTS FOR 2006

Company Reports Second Consecutive Quarter of Revenue Increase
Operating Income of $678,000 Compared With Q2 Operating Loss of $17.1 Million
Net Income of $42,000 Compared With Q2 Net Loss of $16.2 Million

ENGLEWOOD, Colorado — Evolving Systems, Inc. (NASDAQ-EVOL), a leading provider of software solutions and services to the wireless, wireline and IP carrier market, today reported financial results for its third quarter and nine-month period ended September 30, 2006.

Third Quarter Results

Third quarter revenue was $8.7 million, up sequentially from $8.2 million and $8.1 million, respectively, in the second and first quarters of 2006 but down from $9.6 million in the same quarter last year.  The decline in year-over-year revenue primarily reflected lower license and services revenue from Numbering Solutions in the US market.  For the comparative third quarters, license fees and services revenue was $4.0 million versus $4.8 million while customer support revenue was flat at $4.7 million.  Revenue mix in the third quarter included $4.0 million in Service Activation, $2.9 million in Numbering Solutions and $1.8 million in Mediation.

Total costs of revenue and operating expenses decreased to $8.0 million from $9.9 million in the third quarter a year ago.  This decrease reflected declines in most expense categories resulting from completing the integration of the Company’s acquisition of Tertio Telecoms (Tertio) and from lower software development costs achieved through the Company’s India-based software development subsidiary.  In addition, intangible amortization decreased by $1.0 million in the third quarter as certain acquired assets became fully amortized, reflecting the impact of the impairment charge taken during the second quarter.  Product development was the only expense category to show an increase, growing 88% as the Company expanded investment in its Activation and Numbering Solutions product portfolios, including internationalization of its NumeriTrack® product.

Evolving Systems reported third quarter operating income of $678,000 compared with an operating loss of $338,000 in the same quarter a year ago, reflecting the Company’s overall improvement in its cost structure.  The $678,000 in operating income included $802,000 in non-cash charges, including $621,000 in depreciation and amortization expense and $181,000 in charges related to FAS 123R, share-based compensation expense.  The impact of the FAS 123R expense was allocated to costs of license fees and services ($13,000), costs of customer support ($2,000), product development ($12,000), sales and marketing ($39,000), and general and administrative ($115,000).  Net other expense in the third quarter — primarily interest expense — was nearly flat at $460,000.

Evolving Systems reported third quarter net income of $42,000, or less than one cent per basic and diluted share, versus a net loss of $926,000, or $0.05 per basic and diluted share, in the same quarter last year.

During the third quarter the Company booked $4.3 million in new license fees and services orders — the strongest quarter of 2006 in that category but down from $5.8 million in license fees and services bookings during the third quarter of 2005.   Customer support bookings totaled $1.5 million in the quarter.  Bookings by product mix included $3.2 million in Activation, $1.7 million in Numbering Solutions and $900,000 in Mediation.  Bookings are defined as new, non-cancelable orders expected to be recognized as revenue during the ensuing 12 months.  Backlog at September 30, 2006, was $12.0 million, including $4.1 million in license fees and services and $7.9 million in




 

customer support as compared with backlog at September 30, 2005, of $13.8 million, including $4.6 million in license fees and services and $9.2 million in customer support.

Cash and cash equivalents at September 30, 2006, grew to $4.5 million from $3.9 million at year-end, down from $6.4 million in the second quarter.  The Company also has $2.3 million available on its revolving credit facility.  Evolving Systems generated $2.7 million in cash flows from operations during the first nine months versus $1.0 million over the same period a year ago.  The working capital deficit at September 30 was $597,000, a significant improvement over $1.2 million at June 30.  The working capital deficit includes $7.5 million in unearned revenue.  During the third quarter Evolving Systems paid down $1.25 million on its senior term loan, including $1.0 million resulting from the amendment of the Company’s senior debt at June 30, 2006.

“Entering the third quarter our goal was to achieve profitability on modest revenue growth, and we were successful in that effort,” said Stephen Gartside, president and CEO.  “In addition, we had our strongest license and services bookings quarter of the year and entered the fourth quarter with a solid backlog in that category.  We continue to expect revenue and earnings results to fluctuate due to the large size of our license and services contracts relative to our annual revenue run rate.  However, we believe we have the right combination of cost structure, product portfolio and marketing focus to continue posting similar results to those in the third quarter.  Our focus continues to be on new investments in global wireless service activation and number/asset management that will provide top line growth.

“During the third quarter we released our internationalized NumeriTrack® solution, bringing another strong product offering to bear on our efforts to open new global markets and further penetrate emerging wireless regions such as Central and Latin America, Asia, Eastern Europe and Africa,” Gartside added.  “The reception we are receiving from the international market shows great promise.  Also in the third quarter we gained a foothold in the growing Brazilian market with a new customer win for our Tertio™ service activation solution — our second significant customer win in Latin America in the past year.”

Nine Month Results

Revenue through nine months was $25.0 million versus $29.3 million in the same period a year ago.  License fees and services revenue was $11.8 million as compared with $14.6 million while customer support revenue was $13.2 million versus $14.7 million in the comparable period last year.  Revenue for the first nine months included $12.5 million from Service Activation, $8.2 million from Numbering Solutions and $4.3 million from Mediation.  The decline in overall revenue year over year was attributable to pricing pressures, longer customer purchasing cycles, and industry consolidation.

Total costs of revenue and operating expenses in the nine-month period included a non-cash impairment charge of $16.5 million, or $0.87 per share, taken in the second quarter.  This included charges of $5.6 million for impairment of intangible assets and $10.9 million for impairment of goodwill balances.  As a result of the impairment of intangible assets, future amortization expenses will be $5.6 million lower than originally expected.

Total costs of revenue and operating expenses was $42.7 million for the nine months ended September 30, 2006.  Excluding the impairment charge of $16.5 million, total costs of revenue and operating expenses was $26.2 million, an improvement of 18% from $31.9 million in the same period last year.  The Company achieved cost reductions in most expense categories as a result of completing the integration of the Company’s Tertio acquisition and savings from its India-based development subsidiary.  Intangible amortization through nine months decreased by $2.0 million over the same period in 2005 as certain intangible assets from three acquisitions became fully amortized or were written down as a result of the second quarter 2006 impairment.  Product development — the only expense category that increased in the first nine months of 2006 — grew by $1.3 million to $2.4 million, reflecting growing investments in the Company’s Activation and Numbering Solutions products, including the internationalization of NumeriTrack.

The operating loss through nine months was $17.7 million compared with an operating loss of $2.5 million in the same period last year.  In addition to the $16.5 million impairment charge, the operating loss included $3.6 million in non-cash charges, including $3.0 million in depreciation and amortization and $625,000 in charges related to FAS 123R, share-based compensation expense.  The FAS 123R expense was allocated to costs of license fees and




 

services ($44,000), costs of customer support ($7,000), product development ($35,000), sales and marketing ($145,000), and general and administrative ($394,000).  The Company incurred $1.4 million in net other expense (primarily interest expense) in the nine month period as compared with $1.4 million in the same period last year.

Including the $16.5 million, non-cash impairment charge, net loss through the first nine months was $17.8 million, or $0.93 per basic and diluted share, versus a net loss of $3.8 million, or $0.20 per basic and diluted share, in the same period a year ago.  Excluding the $16.5 million non-cash impairment charge and the associated tax effects, net loss through the first nine months was $2.7 million, or $0.14 per basic and diluted share.  The Company generated $2.7 million in cash from operations in the first nine months of 2006 compared with $1.0 million in the same period a year ago.

Conference Call

The Company will conduct a conference call and web cast on November 13, 2006, at 2:15 p.m. Mountain Time.  The call-in numbers for the conference call are 1-800-299-9086 for domestic toll free and 617-786-2903 for international.  The passcode is 91391471.  A telephone replay will be available through November 27, 2006, and can be accessed by calling 1-888-286-8010 or 617-801-6888, passcode 89236586.  To access a live webcast of the call, please visit Evolving Systems’ web site at www.evolving.com.  A replay of the webcast will be accessible at that web site through December 13, 2006.

About Evolving Systems®

Evolving Systems, Inc. (NASDAQ-EVOL) is a provider of software and services to more than 50 network operators in over 40 countries worldwide.  Its portfolio includes market-leading products for Activation, Number Portability, Number Inventory and Mediation.  Founded in 1985, the Company has headquarters in Englewood, Colorado, with offices in the United States, United Kingdom, Germany, India and Malaysia. Further information is available on the web at 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, statements about the impact of the Company’s growth and future profitability, cash and cash flow, future business, revenue and expense projections, the Company’s continued ability to post quarterly results that are similar to those described in this press release, future investment growth areas and in new products and the Company’s activities for internationalization of its products, are forward-looking statements.  These statements are based on our expectations and are naturally subject to uncertainty and changes in circumstances. Readers should not place undue reliance on these forward-looking statements, and the Company may not undertake to update these statements. Actual results could vary materially from these expectations.  For a more extensive discussion of Evolving Systems’ business, please refer to the Company’s Form 10-K filed with the SEC on March 24, 2006, as well as subsequently filed Forms 10-Q, 8-K and press releases.

Investor Relations

 

Press Relations

 

 

 

Jay Pfeiffer

 

Sarah Hurp

Pfeiffer High Investor Relations, Inc.

 

Senior Marketing Specialist

303.393.7044

 

Evolving Systems

jay@pfeifferhigh.com

 

+44 1225 478060

 

 

sarah.hurp@evolving.com

 




 

Consolidated Statements of Operations
(In thousands except per share data)
(Unaudited)

 

 

Three months ended

 

Nine months ended

 

 

 

September 30

 

September 30

 

 

 

2006

 

2005

 

2006

 

2005

 

Revenue:

 

 

 

 

 

 

 

 

 

License fees and services

 

$

3,990

 

$

4,821

 

$

11,855

 

$

14,643

 

Customer support

 

4,677

 

4,749

 

13,180

 

14,691

 

Total revenue

 

8,667

 

9,570

 

25,035

 

29,334

 

Costs of revenue and operating expenses:

 

 

 

 

 

 

 

 

 

Costs of license fees and services, excluding depreciation and amortization

 

1,991

 

2,285

 

5,523

 

7,654

 

Costs of customer support, excluding depreciation and amortization

 

1,235

 

1,578

 

4,412

 

5,244

 

Sales and marketing

 

2,123

 

2,427

 

6,919

 

7,242

 

General and administrative

 

1,171

 

1,445

 

3,959

 

5,426

 

Product development

 

848

 

452

 

2,394

 

1,058

 

Depreciation

 

285

 

363

 

861

 

1,123

 

Amortization

 

336

 

1,354

 

2,126

 

4,170

 

Impairment of goodwill and intangible assets

 

 

 

16,516

 

 

Restructuring and other expense (recovery)

 

 

4

 

(23

)

(59

)

Total costs of revenue and operating expenses

 

7,989

 

9,908

 

42,687

 

31,858

 

Income (loss) from operations

 

678

 

(338

)

(17,652

)

(2,524

)

Other expense, net

 

(460

)

(471

)

(1,421

)

(1,415

)

Income (loss) before income taxes

 

218

 

(809

)

(19,073

)

(3,939

)

Income tax expense (benefit)

 

176

 

117

 

(1,278

)

(177

)

Net income (loss) available to common stockholders

 

$

42

 

$

(926

)

$

(17,795

)

$

(3,762

)

Basic income (loss) per common share

 

$

0.00

 

$

(0.05

)

$

(0.93

)

$

(0.20

)

Diluted income (loss) per common share

 

$

0.00

 

$

(0.05

)

$

(0.93

)

$

(0.20

)

Weighted average basic shares outstanding

 

19,112

 

18,665

 

19,089

 

18,634

 

Weighted average diluted shares outstanding

 

19,310

 

18,665

 

19,089

 

18,634

 

 




 

Consolidated Balance Sheets
(In thousands)
(Unaudited)

 

 

September 30

 

December 31

 

 

 

2006

 

2005

 

ASSETS

 

 

 

 

 

Current Assets:

 

 

 

 

 

Cash and cash equivalents

 

$

4,521

 

$

3,883

 

Current portion of restricted cash

 

300

 

 

Contract receivables, net

 

5,936

 

10,766

 

Unbilled work-in-progress

 

1,325

 

1,147

 

Prepaid and other current assets

 

1,644

 

1,340

 

Total current assets

 

13,726

 

17,136

 

Property and equipment, net

 

1,395

 

1,775

 

Intangible assets, net

 

6,321

 

13,350

 

Goodwill

 

25,127

 

34,073

 

Long-term restricted cash

 

 

300

 

Other long-term assets

 

498

 

764

 

Total assets

 

$

47,067

 

$

67,398

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Current portion of long-term debt and capital lease obligations

 

1,786

 

1,034

 

Accounts payable and accrued liabilities

 

5,041

 

6,001

 

Unearned revenue

 

7,496

 

9,654

 

Total current liabilities

 

14,323

 

16,689

 

Long-term liabilities:

 

 

 

 

 

Long-term debt and other obligations

 

12,487

 

14,527

 

Deferred foreign income tax

 

1,163

 

2,777

 

Total liabilities

 

27,973

 

33,993

 

Preferred stock

 

11,281

 

11,281

 

Stockholders’ equity:

 

 

 

 

 

Common stock

 

16

 

16

 

Additional paid-in capital

 

68,624

 

67,891

 

Other comprehensive loss

 

334

 

(2,417

)

Accumulated deficit

 

(61,161

)

(43,366

)

Total stockholders’ equity

 

7,813

 

22,124

 

Total liabilities and stockholders’ equity

 

$

47,067

 

$

67,398

 

 



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