-----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, BbR2cylqzmReTdhl7b7cwCdvlF43BefsJpUG3o3DBrhv5qbCzqbTgXqzxSjdBl9a MYwr2cEVTCB+D38qcU+RMA== 0001275287-05-000970.txt : 20050315 0001275287-05-000970.hdr.sgml : 20050315 20050315074429 ACCESSION NUMBER: 0001275287-05-000970 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050315 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050315 DATE AS OF CHANGE: 20050315 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: 05680030 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 cc2274.txt ================================================================================ 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): March 15, 2005 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 4th quarter fiscal 2004 financial results. The Company's press release dated March 15, 2005 announcing the results is attached hereto as Exhibit 99.1. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. EXHIBIT NUMBER DESCRIPTION --------- ------------------------------------------------ 99.1 Carreker Corporation press release dated March 15, 2005 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: March 15, 2005 By: /s/ Lisa K. Peterson ------------------------------------ Executive Vice President and Chief Financial Officer EX-99.1 2 cc2274ex991.txt Exhibit 99.1 CARREKER CORPORATION REPORTS FOURTH QUARTER AND FISCAL 2004 RESULTS DALLAS, March 15 /PRNewswire-FirstCall/ -- Carreker Corporation (Nasdaq: CANI), a leading provider of payments technology and consulting solutions for the financial services industry, today reported results for its fourth quarter and fiscal year ended January 31, 2005. The Company reported revenue of $28.9 million and a net loss of $1.1 million, or ($0.04) per diluted share for the fourth quarter of 2004. The loss for the quarter included a restructuring charge of approximately $700,000, or ($0.03) per diluted share, due primarily to workforce reductions in multiple business units and in corporate overhead. "While revenue decreased from third quarter 2004 levels, contracted sales improved over the same period and we expect fourth quarter sales momentum to continue in 2005. To achieve this goal, we remain committed to our R&D effort, which will result in the release of several major new products in the first half of 2005," said J. D. (Denny) Carreker, Chairman and Chief Executive Officer of Carreker Corporation. "Our accomplishments throughout 2004 -- including key business wins, the establishment of new leadership, the introduction of important new products and the continuing reduction of expenses -- have helped lay a substantially stronger internal foundation to support our 2005 growth potential. Moreover, our enhanced capabilities will be further supported by positive market conditions as the emerging demand for enterprise payments and enterprise risk solutions gathers momentum". Total revenue for the fourth quarter of 2004 was $28.9 million as compared to revenue of $30.6 million in the third quarter of 2004. Revenue for the full year of 2004 was $118.9 million versus $128.9 million in 2003. For the fourth quarter of 2004, the Company reported an operating loss of $1.3 million as compared to operating income of $0.4 million in the third quarter of 2004. The previously mentioned restructuring charge of approximately $700,000 contributed to the operating loss for the fourth quarter of 2004. For the full year 2004, the Company recorded a $1.5 million operating loss as compared to operating income of $4.3 million in 2003. The net loss for the fourth quarter of 2004 was $1.1 million, or ($0.04) per diluted share, as compared to net income of $513,000 in the third quarter of 2004, or $0.02 per diluted share. For the full year 2004, the net loss was $1.2 million, or ($0.05) per diluted share, as compared to 2003 net income of $3.7 million, or $0.15 per diluted share. Business Outlook The Company anticipates continued improvement in contracted sales in 2005. Increased product availability and consulting opportunities are expected to result in revenue growth in 2005. Revenue for the first quarter of 2005 is expected to be in line with fourth quarter 2004 revenue while operating income for the first quarter of 2005 is expected to be approximately break-even or slightly negative. The Company continually evaluates overall expenses and remains focused on cost reduction initiatives. Anticipated revenue growth along with the cost reduction efforts are expected to position the Company for profitability in 2005. Conference Call Carreker's management will host a conference call and web cast today, Tuesday, March 15, 2005, at 11:00 a.m. Eastern Time to discuss the Company's fourth quarter and full fiscal year 2004 financial results and provide an overview of business conditions, industry trends and other points of interest. To join the conference call, Domestic participants dial 800-599-9816, International participants dial 617-847-8705. All participants enter code 71331000. Additionally, a live web cast of the conference call will be available through the investor relations section of the Company's web site at http://ir.carreker.com. A replay of the call will be available on Tuesday, March 15 from 1:00 p.m. Eastern Time through 11:45 p.m. Tuesday, March 22, 2005. To access the replay, Domestic participants dial 888-286-8010, International participants dial 617-801-6888. All replay participants enter code 95367405. An archived version of the web cast will be available through the investor relations section of the Company's web site 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 http://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 customer acceptance of new product introductions, the timing of revenue from contracted sales, the timing of expected sales of products and 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. CARREKER CORPORATION Consolidated Balance Sheets (In thousands, except per share amounts)
January 31, ---------------------------- 2005 2004 ---------------------------- ASSETS Current assets Cash and cash equivalents $ 34,516 $ 28,605 Accounts receivable, net of allowance of $529 and $1,512 at January 31, 2005 and January 31, 2004, respectively 11,144 21,751 Prepaid expenses and other current assets 2,595 3,545 ---------------------------- Total current assets 48,255 53,901 Property and equipment, net of accumulated depreciation of $20,194 and $17,140 at January 31, 2005 and January 31, 2004, respectively 6,604 6,690 Capitalized software costs, net of accumulated amortization of $12,426 and $11,050 at January 31, 2005 and January 31, 2004, respectively 3,245 2,028 Acquired developed technology, net of accumulated amortization of $15,773 and $11,153 at January 31, 2005 and January 31, 2004, respectively 9,927 14,547 Goodwill, net of accumulated amortization of $3,405 at January 31, 2005 and January 31, 2004 20,765 21,193 Customer relationships, net of accumulated amortization of $5,133 and $3,733 at January 31, 2005 and January 31, 2004, respectively 3,267 4,667 Deferred loan costs, net of accumulated amortization of $1,300 and $1,028 at January 31, 2005 and January 31, 2004, respectively 407 680 Other assets 1,522 873 ---------------------------- Total assets $ 93,992 $ 104,579 ============================ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable $ 992 $ 913 Accrued compensation and benefits 7,818 9,219 Other accrued expenses 3,323 4,621 Income tax payable 339 80 Deferred revenue 22,181 25,231 Accrued merger and restructuring costs 1,004 1,898 ---------------------------- Total current liabilities 35,657 41,962 Long-term debt -- 6,250 Other long-term liabilities 973 49 ---------------------------- Total liabilities 36,630 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; 24,852 and 24,357 shares issued at January 31, 2005 and January 31, 2004, respectively 249 244 Additional paid-in capital 110,992 108,757 Accumulated deficit (53,876) (52,680) Less treasury stock, at cost: 1 common shares at January 31, 2005 and January 31, 2004 (3) (3) ---------------------------- Total stockholders' equity 57,362 56,318 ---------------------------- Total liabilities and stockholders' equity $ 93,992 $ 104,579 ============================
CARREKER CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts)
Year Ended January 31, -------------------------------------------- 2005 2004 2003 -------------------------------------------- Revenues: Consulting fees $ 37,193 $ 34,064 $ 39,204 Software license fees 20,429 27,365 37,946 Software maintenance fees 43,293 45,122 41,858 Software implementation fees 14,799 18,103 24,310 Outsourcing service fees 139 -- -- Out-of-pocket expense reimbursements 3,038 4,254 6,458 -------------------------------------------- Total revenues 118,891 128,908 149,776 Cost of revenues: Consulting fees 18,989 20,470 25,067 Software license fees 7,960 8,020 7,701 Write-off of capitalized software costs and prepaid software royalties -- -- 954 Software maintenance fees 14,771 13,420 10,773 Software implementation fees 14,747 17,901 19,496 Outsourcing service fees 616 -- -- Out-of-pocket expenses 3,087 4,335 7,248 -------------------------------------------- Total cost of revenues 60,170 64,146 71,239 -------------------------------------------- Gross profit 58,721 64,762 78,537 Operating costs and expenses: Selling, general and administrative 46,524 49,733 50,326 Research and development 8,644 7,471 11,307 Amortization of customer relationships 1,400 1,400 1,400 Goodwill impairment -- -- 46,000 Restructuring and other charges 3,682 1,901 2,945 -------------------------------------------- Total operating costs and expenses 60,250 60,505 111,978 -------------------------------------------- Income (loss) from operations (1,529) 4,257 (33,441) Other income (expense): Interest income 306 266 414 Interest expense (442) (1,218) (2,583) Other income 1,037 601 505 -------------------------------------------- Total other income (expense), net 901 (351) (1,664) Income (loss) before provision (benefit) for income taxes (628) 3,906 (35,105) Provision (benefit) for income taxes 568 200 (1,475) -------------------------------------------- Net income (loss) $ (1,196) $ 3,706 $ (33,630) ============================================ Basic earnings (loss) per share $ (0.05) $ 0.16 $ (1.45) ============================================ Diluted earnings (loss) per share $ (0.05) $ 0.15 $ (1.45) ============================================ Shares used in computing basic earnings per share 24,295 23,736 23,198 ============================================ Shares used in computing diluted earnings per share 24,295 24,384 23,198 ============================================
SOURCE Carreker Corporation -0- 03/15/2005 /CONTACT: Lisa Peterson, Executive Vice President and CFO of Carreker Corporation, +1-972-371-1454 PH, or +1-972-458-2567 FX, lpeterson@carreker.com/ /Web site: http://www.carreker.com http://ir.carreker.com / -----END PRIVACY-ENHANCED MESSAGE-----