-----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, JQt0bCydus/8K/ToKunBP+UcuN+mSPZBZoijXAfLHXtm2doucR97vELtyEQPOe5R 1l9otVGHyAebugITAJcjtw== 0000891092-04-005857.txt : 20041208 0000891092-04-005857.hdr.sgml : 20041208 20041207214855 ACCESSION NUMBER: 0000891092-04-005857 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041207 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041208 DATE AS OF CHANGE: 20041207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARREKER CORP CENTRAL INDEX KEY: 0001057709 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 751622836 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24201 FILM NUMBER: 041189601 BUSINESS ADDRESS: STREET 1: 4055 VALLEY VIEW LANE STREET 2: STE 1000 CITY: DALLAS STATE: TX ZIP: 75244 BUSINESS PHONE: 9724581981 MAIL ADDRESS: STREET 1: 4055 VALLEY VIEW LANE STREET 2: STE 1000 CITY: DALLAS STATE: TX ZIP: 75244 FORMER COMPANY: FORMER CONFORMED NAME: CARREKER ANTINORI INC DATE OF NAME CHANGE: 19980313 8-K 1 e20121_8k.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 7, 2004 CARREKER CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-24201 75-1622836 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 4055 Valley View Lane Dallas, Texas 75244 (Address of principal executive offices) (Zip Code) (972) 458-1981 (Registrant's telephone number, including area code) ------------------------------------------------------------ (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: [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] 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 Carreker Corporation has reported its 3rd quarter fiscal 2004 financial results. The Company's press release dated December 7, 2004 announcing the results is attached hereto as Exhibit 99.1. The information in this Report and the exhibit attached hereto is furnished solely pursuant to Item 2.02 of this Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, unless the registrant specifically states that the information is to be considered "filed" under the Securities Exchange Act or incorporates it by reference into a filing under the Securities Act of 1933 or the Securities Exchange Act of 1934. Item 9.01 Financial Statements and Exhibits (c) Exhibits. Exhibit Number Description ------ ----------- 99.1 Carreker Corporation press release dated December 7, 2004 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. CARREKER CORPORATION (Registrant) Date: December 7, 2004 By: /s/ Lisa K. Peterson -------------------------- Executive Vice President and Chief Financial Officer EX-99.1 2 e20121ex99_1.txt PRESS RLEASE Exhibit 99.1 [LOGO] CARREKER NEWS RELEASE FOR IMMEDIATE RELEASE CARREKER CORPORATION REPORTS THIRD QUARTER FISCAL 2004 RESULTS DALLAS (December 7, 2004) -- Carreker Corporation (Nasdaq: CANI), a leading provider of payments technology and consulting solutions for the financial services industry, today reports its third quarter results. For the quarter-ended October 31, 2004, the Company reports revenues of $30.6 million, net income of $513,000 and diluted earnings per share of $0.02. Notable items during the quarter include: o Q3 revenue was approximately $1 million higher than Q2 04. o The Company experienced increases in all revenue categories, except consulting revenue, in comparison to Q2 04. o SG&A expenses decreased by approximately $650,000 from Q2 04. o Contracted sales in Q3 decreased significantly from Q2 04. o KeyCorp and Wells Fargo accepted and deployed Carreker software for image exchange and image quality. o Coley Clark, retired EDS Executive, and Gregory B. Tomlinson, retired "Big Four" Audit Partner, joined Carreker Board of Directors. "For the second half of 2004 and the first half of 2005, we will have more products released or scheduled for release than at any other comparable time in the Company's history. Complex buying decisions and continued high levels of competition are causing some delays though we are encouraged by the growth in our qualified sales opportunities," said J. D. (Denny) Carreker, Chairman and Chief Executive Officer of Carreker Corporation. Third quarter 2004 revenue was $30.6 million as compared to the second quarter 2004 revenue of $29.6 million and revenue of $31.4 million in the third quarter 2003. In the third quarter 2004, -more- the Company experienced increases over second quarter 2004 in all revenue categories, except consulting, with revenue from software license, maintenance and implementation fees each increasing by approximately $1 million. Software license, maintenance, and implementation fees all decreased in third quarter 2004 relative to third quarter 2003 but were partially offset by increased consulting revenue. Third quarter 2004 operating income of $366,000 decreased in comparison to the $631,000 reported for the second quarter 2004 and the $1.4 million operating income in the third quarter 2003. The decrease in third quarter 2004 relative to second quarter 2004 was due, in part, to increases in cost of revenue and R&D expenses in third quarter 2004. The increases in these expenses more than offset the favorable impact of higher revenue and decreased SG&A expenses in third quarter 2004. Contributing to the decrease in operating income from third quarter 2003 to third quarter 2004 were higher third quarter 2003 revenues, increased research and development expense in third quarter 2004, and a $540,000 benefit in third quarter 2003 recorded in other operating costs related to the reversal of certain merger costs where actual costs were lower than the estimated amounts. Net income for the third quarter 2004 was $513,000, or $0.02 earnings per diluted share, as compared to second quarter 2004 net income of $199,000, or $.01 per diluted share, and third quarter 2003 net income of $1.3 million, or $0.05 per diluted share. Guidance Although the Company had anticipated that the strong contracted sales in the GPT business segment in the second quarter would continue in the third quarter, that trend did not materialize as delays in decision making by clients contributed to softness in contracted sales in third quarter. The fourth quarter 2004 outlook remains very sensitive to the volume and timing of sales, product delivery, client implementation schedules and client-dependent timing on a small number of engagements in our Revenue Enhancement business segment. We expect revenues for the fourth quarter to be flat to slightly down and operating profit to be approximately break-even or slightly negative. During the third quarter, the Company qualified an increased number of Check 21 and other potential sales opportunities and anticipates that contract sales will improve in the fourth quarter and beyond as an expanded array of new products becomes available. Accordingly, the Company believes this will result in revenue growth in 2005. -more- Conference Call Management has scheduled a conference call tomorrow, Wednesday, December 8, 2004, at 11:00 a.m. Eastern Time. The conference call is intended to provide a forum for a discussion of the Company's third quarter fiscal 2004 financial results, business conditions, industry trends and other points of interest to investors. To join the conference call, domestic participants dial 800-901-5241, international participants dial 617-786-2963. All participants enter the passcode 39632178. A replay of the call will be available on Wednesday, December 8 from 1:00 p.m. Eastern Time through Wednesday, December 15 at 11:45 p.m. Eastern Time. To access the replay, domestic participants dial 888-286-8010, international participants dial 617-801-6888. All replay participants enter the passcode 59294914. A live webcast of the conference call, as well as the archive webcast, will be available through the investor relations (IR) section of the Company's website at http://ir.carreker.com. About Carreker Corporation Carreker Corporation improves earnings for financial institutions around the world. The Company's integrated consulting and software solutions are designed to increase clients' revenues and reduce their expenses, while improving security and increasing the value of their customer relationships. Carreker provides products and services to more than 250 clients in the United States, Canada, the United Kingdom, Ireland, continental Europe, Australia, New Zealand, South Africa, South America, Mexico, and the Caribbean. Clients include the full range of community, regional and large banks, among them more than 75 of the largest 100 banks in the United States. Headquartered in Dallas, Texas since 1978, Carreker Corporation has offices in London and Sydney. For more information, visit www.carreker.com. Forward Looking Statements - Except for historical information, the statements in this release, including statements regarding future financial performance, constitute forward-looking statements within the meaning of the federal securities laws. These statements are subject to numerous risks and uncertainties that could cause actual results to differ materially, including but not limited to the volatility in the Company's common stock price, as well as the risks and uncertainties arising out of economic, competitive, governmental and technological factors affecting the Company's operations, markets, services, products, sales, potential sales and prices. For further information concerning certain of these risks and uncertainties, see under the caption "Business-Forward Looking Statements and Risk Factors" in the Company's most recent Form 10-K for the year ended January 31, 2004 and "Management's Discussion and Analysis" in subsequent quarterly reports on Form 10-Q. We assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law. -more- Lisa Peterson, Executive Vice President and CFO (972) 371-1454 PH (972) 458-2567 FX Email: lpeterson@carreker.com -more- CARREKER CORPORATION Condensed Consolidated Balance Sheets (Unaudited) (In thousands, except per share amounts) ASSETS October 31, January 31, 2004 2004 --------- --------- Current assets Cash and cash equivalents ........................... $ 26,787 $ 28,605 Accounts receivable, net of allowance of $667 and $1,512 at October 31, 2004 and January 31, 2004, respectively ................. 11,950 21,751 Prepaid expenses and other current assets ........... 2,913 3,331 --------- --------- Total current assets .................................. 41,650 53,687 Property and equipment, net of accumulated depreciation of $19,480 and $17,140 at October 31, 2004 and January 31, 2004, respectively ........................................ 6,918 6,690 Capitalized software costs, net of accumulated amortization of $12,197 and $11,050 at October 31, 2004 and January 31, 2004, respectively . 3,083 2,028 Acquired developed technology, net of accumulated amortization of $14,618 and $11,153 at October 31, 2004 and January 31, 2004, respectively ........................................ 11,082 14,547 Goodwill, net of accumulated amortization of $3,405 at October 31, 2004 and January 31, 2004 ............... 20,765 21,193 Customer relationships, net of accumulated amortization of $4,783 and $3,733 at October 31, 2004 and January 31, 2004, respectively .................. 3,617 4,667 Deferred loan costs, net of accumulated amortization of $1,232 and $1,028 at October 31, 2004 and January 31, 2004, respectively .................. 476 680 Other assets .......................................... 1,036 1,087 --------- --------- Total assets .......................................... $ 88,627 $ 104,579 ========= ========= Current liabilities Accounts payable .................................... $ 1,151 $ 913 Accrued compensation and benefits ................... 7,159 9,219 Other accrued expenses .............................. 3,274 4,520 Income tax payable .................................. 222 181 Deferred revenue .................................... 17,566 25,231 Accrued merger and restructuring costs .............. 594 1,898 --------- --------- Total current liabilities ............................. 29,966 41,962 Long-term debt ........................................ -- 6,250 Other long-term liabilities ........................... 481 49 --------- --------- Total liabilities ..................................... 30,447 48,261 Commitments and Contingencies Stockholders' equity Preferred stock, $.01 par value: 2,000 shares authorized; no shares issued or outstanding ........................... -- -- Common stock, $.01 par value: 100,000 shares authorized; 24,848 and 24,357 shares issued at October 31, 2004 and January 31, 2004, respectively .................. 249 244 Additional paid-in capital .......................... 110,714 108,757 Accumulated deficit ................................. (52,780) (52,680) Less treasury stock, at cost: 1 common share at October 31, 2004 and January 31, 2004 ....... (3) (3) --------- --------- Total stockholders' equity ............................ 58,180 56,318 --------- --------- Total liabilities and stockholders' equity ............ $ 88,627 $ 104,579 ========= ========= -more- CARREKER CORPORATION Condensed Consolidated Statements of Operations (Unaudited) (In thousands, except per share amounts)
Three Months Ended Nine Months Ended October 31, October 31, ---------------------- ---------------------- 2004 2003 2004 2003 -------- -------- -------- -------- Revenues: Consulting fees .................................................... $ 7,930 $ 6,396 $ 27,501 $ 21,349 Software license fees .............................................. 5,701 7,026 16,134 21,955 Software maintenance fees .......................................... 11,491 11,770 32,807 34,764 Software implementation fees ....................................... 4,622 4,983 11,143 14,385 Outsourcing service fees ........................................... 50 -- 60 -- Out-of-pocket expense reimbursements 813 1,228 2,365 3,367 -------- -------- -------- -------- Total revenues ................................................... 30,607 31,403 90,010 95,820 Cost of revenues: Consulting fees .................................................... 4,555 4,936 14,166 15,193 Software license fees .............................................. 2,503 2,037 5,771 5,662 Software maintenance fees .......................................... 3,765 3,600 10,949 9,910 Software implementation fees ....................................... 4,002 4,485 11,181 14,398 Outsourcing service fees ........................................... 222 -- 236 -- Out-of-pocket expenses 738 1,122 2,333 3,413 -------- -------- -------- -------- Total cost of revenues ........................................... 15,785 16,180 44,636 48,576 -------- -------- -------- -------- Gross profit ......................................................... 14,822 15,223 45,374 47,244 Operating costs and expenses: Selling, general and administrative ................................ 11,320 11,797 35,483 36,267 Research and development ........................................... 2,520 1,876 6,102 5,522 Amortization of customer relationships ............................. 350 350 1,050 1,050 Restructuring and other charges .................................... 266 (229) 2,978 1,233 -------- -------- -------- -------- Total operating costs and expenses ............................... 14,456 13,794 45,613 44,072 -------- -------- -------- -------- Income (loss) from operations ........................................ 366 1,429 (239) 3,172 Other income (expense): Interest income .................................................... 92 69 207 223 Interest expense ................................................... (106) (234) (336) (991) Other income ....................................................... 275 219 732 269 -------- -------- -------- -------- Total other income (expense) ..................................... 261 54 603 (499) -------- -------- -------- -------- Income before provision for income taxes ............................. 627 1,483 364 2,673 Provision for income taxes ........................................... 114 146 464 372 -------- -------- -------- -------- Net income (loss) .................................................... $ 513 $ 1,337 $ (100) $ 2,301 ======== ======== ======== ======== Basic earnings (loss) per share ...................................... $ 0.02 $ 0.06 $ 0.00 $ 0.10 ======== ======== ======== ======== Diluted earnings (loss) per share .................................... $ 0.02 $ 0.05 $ 0.00 $ 0.10 ======== ======== ======== ======== Shares used in computing basic earnings (loss) per share ............. 24,821 23,812 24,623 23,635 ======== ======== ======== ======== Shares used in computing diluted earnings (loss) per share ........... 25,589 24,645 24,623 23,820 ======== ======== ======== ========
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