-----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, JD5V6DLN0pe5+UPCETzm5/q+ij5+m6GLpW+CHF1W/ZoaARe8b4D3tf6Ouxz+OyrE INeFQIbE6LLwtmlbBH1zrg== 0000891618-98-004158.txt : 19980909 0000891618-98-004158.hdr.sgml : 19980909 ACCESSION NUMBER: 0000891618-98-004158 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980622 ITEM INFORMATION: FILED AS OF DATE: 19980908 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTUIT INC CENTRAL INDEX KEY: 0000896878 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770034661 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-21180 FILM NUMBER: 98705599 BUSINESS ADDRESS: STREET 1: 2535 GARCIA AVE CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 4159446000 MAIL ADDRESS: STREET 1: PO BOX 7850 CITY: MOUNTAIN VIEW STATE: CA ZIP: 94039-7850 8-K/A 1 FORM 8-K/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): JUNE 22, 1998 INTUIT INC. (Exact name of Registrant as specified in its charter) DELAWARE 0-21180 77-0034661 (State of incorporation) (Commission file no.) (I.R.S. employer identification no.) 2535 GARCIA AVENUE MOUNTAIN VIEW, CALIFORNIA 94043 (Address of principal executive offices, including zip code) (650) 944-6000 (Registrant's telephone number, including area code) 2 CONTENTS Item 7: Financial Statements and Exhibits.....................................3 Signatures ....................................................................4
2 3 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (b) PRO FORMA FINANCIAL INFORMATION Included as Exhibit 99.04 hereto, and incorporated herein by reference, is a copy of the pro forma condensed combining financial information with respect to the acquisition of Lacerte by the Company (the "Acquisition"), which combine the statement of operations of the Company for the year ended July 31, 1997 and the nine months ended April 30, 1998 with the statements of operations of Lacerte for the year ended September 30, 1997 and the nine months ended March 31, 1998, respectively, as if the Acquisition had occurred as of the beginning of the earliest period presented, and the balance sheets of the Company as of April 30, 1998 and of Lacerte as of March 31, 1998, as if the Acquisition had occurred as of April 30, 1998. (c) EXHIBITS The following exhibits are filed herewith:
Number Description ------ ----------- 2.01 Asset Purchase Agreement dated as of May 18, 1998 by and between the Company and Lacerte (incorporated by reference to the amendment on Form 8-K/A filed May 19, 1998 to the Current Report of the Company on Form 8-K dated May 18, 1998). 23.01 Consent of PricewaterhouseCoopers LLP, Independent Accountants.* 99.01 Audited Combined Financial Statements of Lacerte as of March 31, 1997 and 1998 and for the years ended March 31, 1996, 1997 and 1998. These financial statements are identical to the financial statements of Lacerte filed as exhibit 99.02 to the Company's Current Report on Form 8-K dated May 18, 1998.* 99.02 Unaudited condensed combined income statement information of Lacerte for the six month period ended March 31, 1998. These financial statements are identical to the financial statements of Lacerte filed as exhibit 99.03 to the Company's Current Report on Form 8-K dated May 18, 1998.* 99.03 Pro forma financial information of the Company and Lacerte.
- ------------- * Previously filed. 3 4 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. INTUIT INC. Date: September 7 , 1998 /s/ Greg Santora ------------------ --------------------------------------------- Greg Santora Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) 4 5 EXHIBIT INDEX
Number Description - ------ ----------- 2.01 Asset Purchase Agreement dated as of May 18, 1998 by and between the Company and Lacerte (incorporated by reference to the amendment on Form 8-K/A filed May 19, 1998 to the Current Report of the Company on Form 8-K dated May 18, 1998). 23.01 Consent of PricewaterhouseCoopers LLP, Independent Accountants.* 99.01 Audited Combined Financial Statements of Lacerte as of March 31, 1997 and 1998 and for the years ended March 31, 1996, 1997 and 1998. These financial statements are identical to the financial statements of Lacerte filed as exhibit 99.02 to the Company's Current Report on Form 8-K dated May 18, 1998.* 99.02 Unaudited condensed combined income statement information of Lacerte for the six month period ended March 31, 1998. These financial statements are identical to the financial statements of Lacerte filed as exhibit 99.03 to the Company's Current Report on Form 8-K dated May 18, 1998.* 99.03 Pro forma financial information of the Company and Lacerte.
- ------------- * Previously filed. 5 EX-99.03 2 PRO FORMA FINANCIAL INFORMATION 1 EXHIBIT 99.03 UNAUDITED PRO FORMA CONDENSED COMBINING FINANCIAL INFORMATION The following pro forma condensed combining statements of operations are set forth herein to give effect to the net proceeds to the Company from the sale of 9,000,000 shares of Common Stock at a public offering price of $47.375 per share and the acquisition of Lacerte by Intuit as if such acquisition had occurred as of the beginning of each period presented by combining the statements of operations data of (i) the Company for the year ended July 31, 1997 and Lacerte for the twelve month period from October 1, 1996 through September 30, 1997 and (ii) the Company for the nine months ended April 30, 1998 and Lacerte for the nine months ended March 31, 1998. The pro forma condensed combining balance sheet data gives effect to the acquisition of Lacerte by Intuit as if such acquisition had occurred on April 30, 1998. The pro forma combined consolidated financial information does not reflect any potential cost savings which may be obtained following the acquisition. The pro forma adjustments and assumptions are based on estimates, evaluations and other data currently available. The pro forma condensed combining statements of operations is provided for illustrative purposes only and is not necessarily indicative of the combined results of operations that would have been reported had the acquisition occurred on August 1, 1996, nor does it represent a forecast of the combined future results of operations for any future period. All information contained herein should be read in conjunction with the Consolidated Financial Statements and the notes thereto of the Company and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in the Company's Form 10-K for the year ended July 31, 1997, the financial statements and notes thereto of Lacerte included in the Company's Form 8-K dated May 18, 1998 and the notes to the Unaudited Pro Forma Condensed Combining Financial Information. 6 2 INTUIT INC. AND LACERTE SOFTWARE CORPORATION UNAUDITED PRO FORMA CONDENSED COMBINING BALANCE SHEET DATA
PRO FORMA INTUIT LACERTE ------------------------- APRIL 30, 1998 MARCH 31, 1998 ADJUSTMENTS COMBINED -------------- -------------- ----------- -------- ASSETS (in thousands) Current assets: Cash and cash equivalents................ $ 63,191 $ 6,621 $ 410,275 (a) (400,000)(b) $ 80,087 Short-term investments................... 184,067 -- -- 184,067 Marketable securities.................... 479,227 -- 479,227 Accounts receivable, net................. 118,676 8,513 -- 127,189 Note receivable.......................... 50,000 3,068 -- 53,068 Inventories.............................. 2,015 -- -- 2,015 Prepaid expenses......................... 23,310 163 -- 23,473 ----------- -------- --------- --------- Total current assets............. 920,486 18,365 10,275 949,126 Property and equipment, net................ 69,575 2,966 -- 72,541 Intangibles from Lacerte corporation....... 394,822 (b) (53,800)(c) 341,022 Purchased intangibles...................... 11,737 1,104 -- 12,841 Goodwill................................... 16,166 -- -- 16,166 Investments................................ 11,000 -- -- 11,000 Restricted investments..................... 31,053 -- -- 31,053 Other assets............................... 13,397 386 -- 13,783 ----------- -------- --------- --------- Total assets............................... $ 1,073,414 $ 22,821 $ 351,297 $1,447,532 =========== ======== ========= ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable ........................ $ 48,218 $ 771 $ -- $ 48,989 Accrued compensation and related liabilities .......................... 22,761 1,703 -- 24,464 Deferred revenue ........................ 28,820 1,002 -- 29,822 Income taxes payable .................... 6,213 -- (7,714)(c) (1,501) Deferred income taxes ................... 126,219 -- -- 126,219 Other accrued liabilities ............... 165,059 4,167 10,000 (b) 179,226 ----------- -------- --------- ---------- Total current liabilities ....... 397,290 7,643 2,286 407,219 Deferred income taxes ..................... 117 -- -- 117 Long-term notes payable ................... 39,173 -- -- 39,173 Stockholders' equity: Redeemable preferred stock .............. -- -- -- -- Common stock ............................ 487 -- 90 (a) 577 Additional paid-in capital .............. 603,425 12 410,185 (a) (12)(d) 1,013,610 Net unrealized gain on marketable securities ............................ 169,035 -- -- 169,035 Cumulative translation adjustment and other ............................. 239 -- -- 239 Retained earnings (accumulated deficit).. (136,352) 15,166 (15,166)(d) 7,714 (c) (53,800)(c) (182,438) --------- ---------- Total stockholders' equity....... 636,834 15,178 349,011 1,001,023 ----------- -------- --------- ---------- Total liabilities and stockholders' equity .................................. $ 1,073,414 $ 22,821 $ 351,297 $1,447,532 =========== ======== ========= ==========
See accompanying notes. 7 3 INTUIT INC. AND LACERTE SOFTWARE CORPORATION UNAUDITED PRO FORMA CONDENSED COMBINING INCOME STATEMENT DATA
INTUIT LACERTE FOR THE YEAR FOR THE YEAR PRO FORMA ENDED ENDED ------------------------- JUL. 31, 1997 SEPT. 30, 1997 ADJUSTMENTS COMBINED ------------- -------------- ----------- -------- (IN THOUSANDS, EXCEPT PER SHARE DATA) Net revenue........................ $598,925 $ 69,474 $ -- $668,399 Costs and expenses: Cost of goods sold: Product....................... 137,281 4,417 -- 141,698 Amortization of purchased software and other.......... 1,489 -- -- 1,489 Customer service and technical support....................... 119,762 5,768 -- 125,530 Selling and marketing............ 162,047 4,499 -- 166,546 Research and development......... 93,018 14,091 -- 107,109 General and administrative....... 37,460 15,620 -- 53,080 Charge for purchased research and development................... 11,009 -- -- 11,009 Other acquisition costs, including amortization of goodwill and purchased intangibles................... 26,543 -- 122,632(e) 149,175 Restructuring costs.............. 10,356 -- -- 10,356 -------- -------- -------- -------- Total costs and expenses............... 598,965 44,395 122,632 765,992 -------- -------- -------- -------- Income (loss) from operations............. (40) 25,079 (122,632) (97,593) Interest and other income and expense, net..................... 9,849 471 -- 10,320 -------- -------- -------- -------- Income (loss) from continuing operations before income taxes... 9,809 25,550 (122,632) (87,273) Provision for (benefit from) income taxes............................ 12,741 322 (39,155)(f) (26,092) -------- -------- -------- -------- Income (loss) from continuing operations....................... (2,932) 25,228 (83,477) (61,181) Gain from sale of discontinued operations, net of income tax provision of $52,617,000......... 71,240 -- -- 71,240 -------- -------- -------- -------- Net income (loss).................. $ 68,308 $ 25,228 $(83,477) $ 10,059 ======== ======== ======== ======== Basic loss per share from continuing operations............ $ (0.06) $ (1.12) Basic income per share from sale of discontinued operations.......... 1.53 1.30 -------- -------- Basic net income per share......... $ 1.47 $ 0.18 ======== ======== Shares used in computing basic net loss per share................... 46,424 8,400(a) 54,824 ======== ======== ======== Diluted loss per share from continuing operations............ $ (0.06) $ (1.12) Diluted income per share from sale of discontinued operations....... 1.50 1.28 -------- -------- Diluted net income per share....... $ 1.44 $ 0.18 ======== ======== Shares used in computing net income (loss) per share................. 47,448 8,400(a) 55,848 ======== ======== ========
See accompanying notes. 8 4 INTUIT INC. AND LACERTE SOFTWARE CORPORATION UNAUDITED PRO FORMA CONDENSED COMBINING INCOME STATEMENT
INTUIT LACERTE FOR THE NINE FOR THE NINE MONTHS MONTHS ENDED ENDED PRO FORMA APRIL 30, MARCH 31, ------------------------- 1998 1998 ADJUSTMENTS COMBINED ----------- ------------ ----------- --------- (in thousands, except per share data) Net revenue .................................... $ 475,467 $ 69,152 $ -- $ 544,619 Costs and expenses: Cost of goods sold: Product ................................... 97,206 4,417 -- 101,623 Amortization of purchased software and other ................................. 1,941 -- -- 1,941 Customer service and technical support ....... 91,821 5,768 -- 97,589 Selling and marketing ........................ 134,006 4,499 -- 138,505 Research and development ..................... 78,159 14,091 -- 92,250 General and administrative ................... 27,387 15,482 -- 42,869 Charge for purchased research and development ............................... -- -- Other acquisition costs ...................... -- -- Amortization of goodwill and purchased intangibles ............................... 12,230 -- 85,371(e) 97,601 --------- --------- --------- --------- Total costs and expenses ............. 442,750 44,257 85,371 572,378 --------- --------- --------- --------- Loss from operations ................. 32,717 24,895 (85,371) (27,759) Interest and other income and expense, net ..... 7,375 471 -- 7,846 --------- --------- --------- --------- Gain on disposal of business ................... 4,321 -- -- 4,321 Income (loss) from continuing operations before income taxes .......................... 44,413 25,366 (85,371) (15,592) Provision for income taxes ..................... 17,534 9,132 -- 26,666 --------- --------- --------- --------- Net income ..................................... $ 26,879 16,234 (85,371) (42,258) ========= ========= ========= ========= Basic net income per share ..................... $ 0.56 (.74) ========= ========= Shares used in per share amounts ............... 47,618 9,000(d) 56,618 ========= ========= Diluted net income per share ................... $ 0.54 (.74) ========= ========= Shares used in computing net loss per share .... 49,560 9,000(d) 56,618 ========= =========
See accompanying notes. 9 5 NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINING FINANCIAL STATEMENTS NOTE 1. The unaudited pro forma condensed combining balance sheet of Intuit and Lacerte has been prepared as if the Acquisition, which has been accounted for as a purchase, was completed as of April 30, 1998. Based on an aggregate purchase price of $400 million, plus $10 million of acquisition costs, and approximately $8 million in liabilities assumed, a total of $418 million was allocated to the Lacerte March 31, 1998 balance sheet. The allocation of the purchase price among the identifiable tangible and intangible assets was based on an appraisal of the fair market value of those assets. Specifically, purchased research and development was identified and valued through interviews concerning each Lacerte developmental project. Expected future cash flows of each developmental project were discounted to present value taking into account risks associated with the inherent difficulties and uncertainties in completing the project, and thereby achieving technological feasibility, and risks related to the viability of and potential changes in future target markets. The above analysis and valuation resulted in a value of approximately $53.8 million for purchased research and development which has not yet reached technological feasibility and does not have alternative future uses. Therefore, in accordance with generally accepted accounting principles, this amount has been written off as a pro forma adjustment. Using the same methodology, other intangibles were identified and valued. Expected future cash flows associated with these intangibles were discounted to present value taking into account risks related to the characteristics of each item. The amounts identified as intangible assets as well as goodwill arising from the transaction are expected to be amortized over estimated useful lives ranging from three to five years. NOTE 2. The Intuit statement of operations for the year ended July 31, 1997 has been combined with the Lacerte statement of income for the year ended September 30, 1997. Additionally, the Intuit statement of operations for the nine month period ended April 30, 1998 has been combined with Lacerte's statement of income for the nine month period ended March 31, 1998. This method of combining the two companies is for the presentation of unaudited pro forma condensed combining financial statements only. Actual statements of operations of Intuit and Lacerte have been combined from the effective date of the Acquisition with no retroactive restatement. The unaudited pro forma condensed combining financial statements, including the notes thereto, should be read in conjunction with the historical consolidated financial statements of Intuit and the combined financial statements of Lacerte for the indicated periods. NOTE 3. The unaudited pro forma condensed combining statements of operations for Intuit and Lacerte have been prepared as if the Acquisition was completed as of the beginning of each period presented. The unaudited pro forma combined net loss per share is based on the weighted average number of common shares of Intuit Common Stock outstanding during the period, adjusted to give effect to 9,000,000 shares of the Company's Common Stock issued pursuant to the Company's May 1998 public offering, the proceeds of which were used to fund the purchase price for the Acquisition. NOTE 4. Lacerte had elected under the Internal Revenue Code to be an "S" corporation. In lieu of federal corporate income taxes, the stockholders of an "S" corporation are taxed on their proportionate shares of the Company's taxable income. Therefore, no provision or liability for federal income taxes has been included in Lacerte's financial statements, as the tax effects of the Company's activities accrued to the individual stockholders. The unaudited pro forma condensed combining statements of operations include pro forma adjustments to adjust Lacerte's earnings as if they were subject to the corporate tax treatment of a "C" corporation. 10 6 NOTE 5. The unaudited pro forma condensed combining statements of operations for Intuit and Lacerate do not include the $53.8 million charge for acquired in-process research and development arising from the Acquisition, as it is a material nonrecurring charge. This charge has been included in the actual consolidated statements of operations of Intuit in the fiscal quarter ended July 31, 1998 (the fiscal quarter in which the Acquisition was consummated). NOTE 6. The following pro forma adjustments are reflected in the unaudited pro forma condensed combining financial information and are required to allocate the purchase price and acquisition costs to the net assets acquired from Lacerte based on their fair value, as determined by a preliminary appraisal, and to reflect the write-off of purchased research and development identified in the purchase price allocation. (a) Reflects the sale of 9,000,000 shares of Common Stock in May 1998 at a public offering price of $47.375 per share after deducting the underwriting discount and estimated offering expenses for net proceeds to the Company of $410,275,000. (b) Reflects the allocation of the purchase price, based on fair market values, to the historical balance sheet. (c) Reflects the write-off of purchased research and development identified in the purchase price allocation and the related pro forma tax effects. The pro forma statements of operations exclude the write-off of purchased research and development due to its non-recurring nature. (d) Reflects the elimination of Lacerte's equity accounts. (e) Reflects the amortization of intangibles associated with the purchase of Lacerte as if the acquisition was completed as of the beginning of each period presented. Amortization is over the estimated useful lives of the assets acquired (generally between three and five years). (f) Reflects the effect of treating Lacerte as an "S" corporation versus a "C" corporation for federal and state tax purposes. 11 -----END PRIVACY-ENHANCED MESSAGE-----