-----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, CngyU+1wi3aga1laNd26BBiZkEp1zCTRfaWB4S0iCoz/fHM2JIJ7TBJLLfHrx79V DO6sDPr7W+I3Q8dBN1XekA== 0000950124-03-001548.txt : 20030507 0000950124-03-001548.hdr.sgml : 20030507 20030507092355 ACCESSION NUMBER: 0000950124-03-001548 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030507 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030507 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMSHARE INC CENTRAL INDEX KEY: 0000201513 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 381804887 STATE OF INCORPORATION: MI FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28848 FILM NUMBER: 03685191 BUSINESS ADDRESS: STREET 1: 555 BRIARWOOD CIRCLE STREET 2: P O BOX 1588 CITY: ANN ARBOR STATE: MI ZIP: 48108 BUSINESS PHONE: 3139944800 MAIL ADDRESS: STREET 1: P O BOX 1588 STREET 2: 555 BRIARWOOD CIRCLE CITY: ANN ARBOR STATE: MI ZIP: 48108 8-K 1 k76876e8vk.txt CURRENT REPORT DATED MAY 7, 20003 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): MAY 7, 2003 COMSHARE, INCORPORATED (Exact Name of Registrant as Specified in its Charter) Michigan 38-1804887 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 555 BRIARWOOD CIRCLE, ANN ARBOR, MICHIGAN 48108 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (734) 994-4800 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS C. Exhibits. No. Description 99.1 Press Release dated May 7, 2003 ITEM 9. REGULATION FD DISCLOSURE The following information required to be disclosed pursuant to Item 12 - -- "Results of Operation and Financial Condition" is being furnished under Item 9 -- "Regulation FD Disclosure" and Item 12 "Results of Operation and Financial Condition" in accordance with the Securities and Exchange Commission's Final Rule Release No. 33-8216. On May 7, 2003, Comshare, Incorporated issued a press release announcing its financial results for its third fiscal quarter ended March 31, 2003, attached as Exhibit 99.1 to this Form 8-K. The information furnished in this Item 9 (which is furnished under Item 12) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended. 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 hereunto duly authorized. COMSHARE, INCORPORATED Date: May 7, 2003 By: /s/ Brian J. Jarzynski ----------------------------------- Brian J. Jarzynski Senior Vice President, Chief Financial Officer and Treasurer EXHIBIT INDEX Exhibit Number Description - ------- ----------- 99.1 Press release dated May 7, 2003. EX-99.1 3 k76876exv99w1.txt PRESS RELEASE DATED MAY 7, 2003 EXHIBIT 99.1 PRESS RELEASE 734.994.4800 - Fax 734.994.5895 - www.comshare.com [COMSHARE LOGO] 555 Briarwood Circle Ann Arbor, Michigan 48108 COMSHARE REPORTS FISCAL YEAR 2003 THIRD QUARTER RESULTS COMPANY REPORTS 43% GROWTH IN SOFTWARE LICENSE REVENUES FROM SAME PERIOD LAST YEAR ANN ARBOR, Mich., May 7, 2003 -- Comshare, Incorporated (Nasdaq: CSRE), a leading provider of corporate performance management (CPM) software, today announced financial results for its third quarter of fiscal 2003 ended March 31, 2003. Software license revenues increased 43% to $5.3 million in the third quarter compared to $3.7 million in the same quarter a year ago. Maintenance and services revenue totaled $8.6 million compared to $9.8 million in the same period a year ago. Total revenues for the quarter increased three percent to $13.9 million, compared to $13.5 million for the same quarter a year ago. The Company reported a net loss of $0.9 million, or $0.09 per share, for the quarter ended March 31, 2003, compared to a net loss of $1.6 million, or $0.16 per share, for the same period one year ago. "We are especially encouraged by the 56% increase in MPC license fees over last year's third quarter and the 208% growth in MPC license fees in North America to $3.4 million," said Dennis Ganster, Comshare President and CEO. "This quarter, our average new name software license sale in direct operations was $192,000, more than double the prior year," Ganster continued. "Our growth in total license fees of 43% was led by an increase in our direct operations of 108% over the same period a year ago," added Ganster. "We continued to execute our CPM business strategy despite a tough economy, and we are seeing continued demand for our products as companies strive to improve their management planning and control processes in order to better cope with market uncertainties." "While we are pleased with the strong MPC license fee growth for the quarter, and the improved performance in our direct operations, our overall results were negatively impacted principally by continued margin pressure in implementation services in the third quarter." Ganster continued. During the quarter, customers for Comshare's management planning and control solutions included companies from around the world such as Visteon Corporation, Krispy Kreme Doughnuts, Commerce Bancshares, Inc., Edison Mission Energy, Kirkland & Ellis, LDMI Telecommunications, ProQuest Company, St. Jude Medical, Inc., Stewart Enterprises, Inc., Sunterra Europe (Group Holdings) Plc, The AES Corporation and The Evercare Company. -More- "These major customer wins are indicative of strong acceptance of Comshare MPC and continued activity related to the `Power of Knowledge' program with Microsoft," Ganster added. "Our license results are evidence that enterprises are increasingly interested in the benefits of our CPM technology as they look for integrated methods to improve financial and operational performance," Ganster emphasized. Comshare will hold a conference call chaired by Dennis Ganster today at 1:30 p.m. (EDT). Investors can access the call from the Investors section of the Comshare web site, www.comshare.com, or by dialing 888-803-7286. If you are unable to listen to the live call, a replay will be available for 48 hours and can be accessed by dialing 1-800-642-1687 with access code 9965317. A replay of the call and other pertinent statistical and financial information presented in the call will be available in the Company-Investors section of the Company's website at www.comshare.com for 90 days following the call. Thereafter, statistical and financial information presented in the call will be available in the Company's Form 10-Q for the third quarter of fiscal year 2003 or in a separate report, both of which can be found under Company-Investors section of the Company's website at www.comshare.com. ABOUT COMSHARE Comshare, Incorporated is a leading provider of software that helps companies implement and execute strategy. Comshare's application for corporate performance management encompasses planning, budgeting, forecasting, financial consolidation, management reporting, and analysis. In business for over 35 years, Comshare is one of the top independent software companies, with Fortune 500 and Financial Times Top 1000 customers around the world. Comshare is a Business Objects Partner, Siebel Software Partner, and Microsoft Gold Certified Partner for Business Intelligence and Software Products. For more information on Comshare, call 1-800-922-7979, send email to info@comshare.com, or visit Comshare's website at www.comshare.com. SAFE HARBOR STATEMENT Certain information in this press release contains "forward looking statements" within the meaning of the Securities Exchange Act of 1934, as amended, including those concerning the company's future results and strategy. Actual results could differ materially from those in the forward looking statements due to a number of uncertainties, including, but not limited to, the demand for the company's products and services; the size, timing and recognition of revenue from significant orders; the impact that cost reductions may have on the company's revenues and operating results; increased competition and pricing pressures from competitors; the company's success in and expense associated with developing, introducing and shipping new products; new product introductions and announcements by the company's competitors; the level of interest and success of the company's distributors in marketing and selling the company's products; changes in company strategy; product life cycles; the cost and continued availability of third party software and technology incorporated into the company's products; the impact of rapid technological advances, evolving industry standards and changes in customer requirements, including the impact on the company's revenues of Microsoft's OLAP database; the overall competition for key employees; cancellations of maintenance and support agreements; software defects; changes in operating expenses; fluctuations in foreign exchange rates; economic conditions generally or in specific industry segments. In addition, the company includes a more detailed discussion of risk factors in its -More- reports filed with the United States Securities and Exchange Commission, including the Annual Report on Form 10-K filed on September 30, 2002 and the quarterly report on Form 10-Q filed on February 14, 2003. The company disclaims any obligation to update its forward-looking statements to reflect any changes in expectations due to future events or circumstances. Comshare(R) is a registered trademark and Comshare MPC(TM), Comshare FDC(TM) and Comshare Decision(TM) are trademarks of Comshare, Incorporated. All other trademarks are the property of their respective holders. COMPANY CONTACTS: FINANCIAL COMMUNICATIONS CONTACT: - ----------------- --------------------------------- Comshare, Incorporated Lippert/Heilshorn & Associates, Inc. Brian Jarzynski, Chief Financial Officer Brendan Lahiff, Senior Account Executive 734-769-6174 415-433-3777 - Tables to Follow - COMSHARE, INCORPORATED SUPPLEMENTAL REVENUE INFORMATION (unaudited; in thousands)
THREE MONTHS ENDED PERCENT NINE MONTHS ENDED PERCENT MARCH 31, CHANGE MARCH 31, CHANGE ----------------------- ---------- ---------------------------- --------- 2003 2002 2003 2002 ---- ---- ---- ---- (in thousands) (in thousands) MPC REVENUE Software licenses $ 5,287 $ 3,390 56 $ 12,942 $10,404 24 Software maintenance 3,723 3,455 8 11,417 10,179 12 Implementation, consulting and other services 2,805 3,865 (27) 10,401 12,742 (18) ---------- ----------- --------------- ----------- TOTAL MPC REVENUE $ 11,815 $ 10,710 10 % $ 34,760 $33,325 4 % ========== =========== =============== =========== % of Revenue 85% 79% 82% 78% LEGACY REVENUE Software licenses $ 5 $ 304 (98) $ 1,939 $1,477 31 Software maintenance 1,852 2,313 (20) 5,360 7,345 (27) Implementation, consulting and other services 208 181 15 546 658 (17) ---------- ----------- --------------- ----------- TOTAL LEGACY REVENUE $ 2,065 $ 2,798 (26)% $ 7,845 $9,480 (17)% ========== =========== =============== =========== % of Revenue 15% 21% 18% 22% TOTAL REVENUE Software licenses $ 5,292 $ 3,694 43 $ 14,881 $11,881 25 Software maintenance 5,575 5,768 (3) 16,777 17,524 (4) Implementation, consulting and other services 3,013 4,046 (26) 10,947 13,400 (18) ---------- ----------- --------------- ----------- TOTAL REVENUE $ 13,880 $ 13,508 3 % $ 42,605 $42,805 (0)% ========== =========== =============== =========== SOFTWARE LICENSE REVENUE BY CHANNEL Direct $ 4,018 $ 1,985 102 $ 9,470 $7,222 31 Indirect 1,274 1,709 (25) 5,411 4,659 16 ---------- ----------- --------------- ----------- TOTAL SOFTWARE LICENSE REVENUE $ 5,292 $ 3,694 43 % $ 14,881 $11,881 25 % ========== =========== =============== =========== QUARTERLY TRANSACTIONS AND CUSTOMERS Average Selling Price - Direct $ 192 $ 70 174 % $ 154 $ 87 77 % Number of Software Transactions > $100,000 15 7 114 35 22 59 Number of New Customers 37 41 (10) 112 127 (12)
-More- COMSHARE, INCORPORATED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (unaudited; in thousands, except per share data)
THREE MONTHS ENDED NINE MONTHS ENDED MARCH 31, MARCH 31, ------------------------- ------------------------- 2003 2002 2003 2002 -------- -------- -------- -------- REVENUE Software licenses $ 5,292 $ 3,694 $ 14,881 $ 11,881 Software maintenance 5,575 5,768 16,777 17,524 Implementation, consulting and other services 3,013 4,046 10,947 13,400 -------- -------- -------- -------- TOTAL REVENUE 13,880 13,508 42,605 42,805 COSTS AND EXPENSES Selling and marketing 6,238 6,782 16,877 18,138 Cost of revenue and support 4,566 5,797 15,658 18,305 Internal research and product development 2,408 2,341 7,196 6,941 General and administrative 1,561 1,416 4,234 4,103 Tax settlement - - (1,208) - Restructuring - - - 1,280 -------- -------- -------- -------- TOTAL COSTS AND EXPENSES 14,773 16,336 42,757 48,767 -------- -------- -------- -------- INCOME (LOSS) FROM OPERATIONS (893) (2,828) (152) (5,962) OTHER INCOME (EXPENSE) Interest on tax settlement - - 1,125 - Interest income, net 95 128 225 457 Exchange gain (loss) (39) 20 (47) (12) -------- -------- -------- -------- TOTAL OTHER INCOME 56 148 1,303 445 INCOME (LOSS) BEFORE TAXES (837) (2,680) 1,151 (5,517) Provision for income taxes 111 (1,040) 676 7,156 -------- -------- -------- -------- NET INCOME (LOSS) $ (948) $ (1,640) $ 475 $(12,673) ======== ======== ======== ======== SHARES USED IN BASIC EPS COMPUTATION 10,663 10,272 10,543 10,166 ======== ======== ======== ======== SHARES USED IN DILUTED EPS COMPUTATION 10,663 10,272 10,554 10,166 ======== ======== ======== ======== NET INCOME (LOSS) PER COMMON SHARE - BASIC & DILUTED ($ 0.09) ($ 0.16) $ 0.05 ($ 1.25) ======== ======== ======== ========
-More- COMSHARE, INCORPORATED CONDENSED CONSOLIDATED BALANCE SHEET (in thousands)
MARCH 31, June 30, 2003 2002 ------- ------- ASSETS (unaudited) CURRENT ASSETS Cash and cash equivalents $17,902 $19,280 Accounts receivable, net 18,796 17,683 Other current assets 2,784 2,949 ------- ------- Total current assets 39,482 39,912 Property and equipment, net 1,287 1,351 Other assets 4,286 4,430 ------- ------- TOTAL ASSETS $45,055 $45,693 ======= ======= LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Deferred revenue $11,596 $11,327 Other current liabilities 6,616 8,557 ------- ------- Total current liabilities 18,212 19,884 Other liabilities 8,418 8,247 Shareholders' equity 18,425 17,562 ------- ------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $45,055 $45,693 ======= =======
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