8-K 1 f72878e8-k.txt FORM 8-K 1 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 MAY 24, 2001 (Date of report) MAY 15, 2001 (Date of earliest event reported) INTUIT INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE 000-21180 77-0034661 (State or other (Commission File Number) (I.R.S. Employer Jurisdiction of Identification No.) Incorporation) 2535 GARCIA AVENUE MOUNTAIN VIEW, CA 94043 (Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (650) 944-6000 2 ITEM 5. OTHER EVENTS. SALE OF QUICKEN BILL MANAGER On May 15, 2001 Intuit Inc. ("Intuit" or the "Company") sold software and other technology assets of its Quicken Bill Manager online bill payment and presentment business to Princeton eCom Corporation ("Princeton eCom") of Princeton, New Jersey. The sale was accomplished through Intuit's direct sale to Princeton eCom of certain assets owned by Intuit and the sale to Princeton eCom of all the outstanding shares of Venture Finance Software Corp., a wholly owned subsidiary of Intuit that developed many Quicken Bill Manager technologies. In exchange for these assets, Intuit is entitled to receive, at Princeton eCom's election to be made by February 2002, either shares of Princeton eCom common stock or cash payments, as follows. If Princeton eCom elects to pay with shares of its stock, then in February 2002 Intuit will be entitled to receive shares of Princeton eCom common stock equal to approximately 20% of Princeton eCom's fully diluted shares measured at a date with approximately a month after the closing of the transaction. If Princeton eCom instead elects to pay in cash, then Intuit will be entitled to receive cash payments in four annual installments, beginning in February 2002, with each cash installment to equal 25% of the value of the Princeton eCom shares that Intuit would have received if Princeton had elected to pay with shares of its stock. Subject to Intuit's consent, in certain circumstances the purchase price payable by Princeton eCom may be prepaid. Because Princeton eCom is privately held, the method of payment need not be elected by Princeton eCom until shortly prior to February 2002 and because election by Princeton eCom of the cash payment alternative will result in payments whose value may fluctuate over a period of up to four years, Intuit cannot currently calculate a precise dollar value for this component of the transaction. In connection with this transaction Intuit and Princeton eCom also entered into several commercial agreements related to the bill payment and presentment business. Pursuant to these agreements, among other things: o Intuit will offer Web-based Quicken Bill Manager-branded services processed by Princeton eCom and will share in revenue derived from the services. o Intuit will also receive certain payments if Princeton eCom licenses the Web-based user interface technology to third parties. o Intuit will utilize Princeton eCom as a provider of bill payment and presentment services available through Intuit's Quicken desktop personal finance management software. o Princeton eCom was granted a license to use the "Powered by Quicken Bill Manager" mark on third party sites. SHARE REPURCHASE PROGRAM On May 22, 2001, the Company issued a press release announcing that its board of directors has authorized a three-year stock repurchase program for up to $500 million. The purpose of the program is to reduce the dilution impact of the Company's employee stock programs. 2 3 ANNOUNCEMENT OF THIRD QUARTER RESULTS On May 22, 2001, Intuit announced its financial results for the fiscal quarter ended April 30, 2001. Intuit reported revenue of $425.2 million for the third quarter of fiscal 2001, an increase of 29 percent over the $329.1 million for the year-ago quarter. Revenue growth resulted from both increased prices and higher volumes. Intuit reported a net loss for the quarter of $14.3 million, or $0.07 per share compared to net income of $297.1 million, or $1.39 per share for the third quarter in the prior year. Year-over-year comparisons were impacted due to two large, unrelated events in the third quarters of both fiscal 2000 and 2001. Last year's third-quarter results benefited from a $422.2 million pre-tax gain on the sale of certain marketable securities, which did not occur this year. This year's third quarter was impacted by a charge of approximately $77 million (which is included within acquisition-related costs) related to the accelerated write-off of goodwill related to acquisitions made in prior periods. Intuit's policy is to regularly review goodwill and other longer-term assets to evaluate their current value. (Financial statements follow) 3 4 INTUIT INC. CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (In thousands, except per share data) (Unaudited)
THREE MONTHS ENDED NINE MONTHS ENDED APRIL 30, APRIL 30, 2000 2001 2000 2001 --------- --------- --------- ----------- Net revenue $ 329,139 $ 425, $ 931,566 $ 1,070,292 Costs and expenses: Cost of revenue Products and services 75,532 77,513 225,038 248,226 Amortization of purchased software and other 2,115 4,375 7,036 11,220 Customer service and technical support 31,596 37,538 113,554 116,068 Selling and marketing 60,173 68,479 216,188 215,146 Research and development 40,779 52,697 126,529 155,174 General and administrative 20,027 23,917 64,846 77,614 Charge for purchased research and development -- 238 1,312 238 Acquisition related costs 38,404 122,575 121,710 205,328 Reorganization costs -- -- 3,500 -- --------- --------- --------- ----------- Total costs and expenses 268,626 387,332 879,713 1,029,014 --------- --------- --------- ----------- Income from operations 60,513 37,878 51,853 41,278 Interest and other income and expense, net 14,516 15,070 29,981 47,736 Gain (loss) on marketable securities and other investments, net 422,206 (11,504) 402,096 (87,307) Gain on divestiture -- -- -- 1,639 --------- --------- --------- ----------- Income before income tax, minority interest and cumulative effect of accounting change 497,235 41,444 483,930 3,346 Income tax provision 200,204 55,294 195,617 38,566 Minority interest (income) (54) 451 (203) 598 --------- --------- --------- ----------- Income (loss) before cumulative effect of accounting change 297,085 (14,301) 288,516 (35,818) Cumulative effect of accounting change, net of taxes of $9,543 -- -- -- --------- --------- --------- ----------- Net income (loss) $ 297,085 $ (14,301) $ 288,516 $ (21,504) ========= ========= ========= =========== Basic net income (loss) per share before cumulative effect of accounting change $ 1.47 $ (0.07) $ 1.44 $ (0.17) Cumulative effect of accounting change -- -- -- 0.07 --------- --------- --------- ----------- Basic net income (loss) per share $ 1.47 $ (0.07) $ 1.44 $ (0.10) ========= ========= ========= =========== Shares used in per share amounts 202,342 208,715 199,787 207,345 ========= ========= ========= =========== Diluted net income (loss) per share before cumulative effect of accounting change $ 1.39 $ (0.07) $ 1.37 $ (0.17) Cumulative effect of accounting change -- -- -- 0.07 --------- --------- --------- ----------- Diluted net income (loss) per share $ 1.39 $ (0.07) $ 1.37 $ (0.10) ========= ========= ========= =========== Shares used in per share amounts 214,362 208,715 211,049 207,345 ========= ========= ========= ===========
4 5 INTUIT INC. CONDENSED CONSOLIDATED BALANCE SHEET (In thousands)
JULY 31, APRIL 30, 2000 2001 ---------- ----------- (unaudited) ASSETS Current assets: Cash and cash equivalents $ 416,953 $ 437,604 Short-term investments 1,050,220 1,129,929 Marketable securities 225,878 117,494 Customer deposits 181,678 221,944 Accounts receivable, net 67,420 103,310 Mortgage loans 60,330 145,964 Prepaid expenses and other current assets 126,315 134,704 ---------- ---------- Total current assets 2,128,794 2,290,949 Property and equipment, net 167,707 181,635 Goodwill and intangibles, net 438,878 487,667 Investments 31,160 21,311 Other assets 112,363 110,354 ---------- ---------- Total assets $2,878,902 $3,091,916 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 79,145 $ 74,709 Payroll tax obligations 177,002 197,700 Escrow liabilities 32,077 105,046 Deferred revenue 107,578 82,374 Income tax payable 110,743 66,374 Deferred income taxes 53,934 36,318 Other current liabilities 246,358 323,568 ---------- ---------- Total current liabilities 806,837 886,089 Long-term obligations 538 15,786 Minority interest 238 836 Stockholders' equity 2,071,289 2,189,205 ---------- ---------- Total liabilities and stockholders' equity $2,878,902 $3,091,916 ========== ==========
5 6 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. Date: May 24, 2001 INTUIT INC. By: /s/ Greg J. Santora -------------------------------- Greg J. Santora Senior Vice President and Chief Financial Officer 6