-----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, KdqpQgIUoxSofRP1b/cUiOdZHrFU3wcgHiIEAjOuT1T8yygXcaOcsrAStXo70ZvZ /xm8rd5chFgZPm+wCxPvyw== 0001157523-05-003865.txt : 20050427 0001157523-05-003865.hdr.sgml : 20050427 20050427093202 ACCESSION NUMBER: 0001157523-05-003865 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050427 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050427 DATE AS OF CHANGE: 20050427 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONCORD COMMUNICATIONS INC CENTRAL INDEX KEY: 0000915290 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 042710876 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23067 FILM NUMBER: 05774767 BUSINESS ADDRESS: STREET 1: 600 NICKERSON RD CITY: MARLBORO STATE: MA ZIP: 01752 BUSINESS PHONE: 5084604646 MAIL ADDRESS: STREET 1: 600 NICKERSON RD CITY: MARLBORO STATE: MA ZIP: 01752 8-K 1 a4874442.txt CONCORD COMMUNICATIONS, INC. 8-K UNITED STATES 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 April 27, 2005 Date of Report (Date of earliest event reported) Concord Communications, Inc. (Exact name of registrant as specified in charter) - -------------------------------------------------------------------------------- Massachusetts 0-23067 04-2710876 ------------- ------- ---------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 400 Nickerson Road, Marlboro, Massachusetts 01752 ------------------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (508) 460-4646 ------------- Not Applicable (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 (see General Instruction A.2. below): |_| 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 Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e-4(c)) - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- Item 2.02. Results of Operations and Financial Condition. On April 27, 2005, Concord issued a press release announcing its results of operations for the quarterly period ending March 31, 2005. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The following information, including the Exhibit Number 99.1 attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing. Item 9.01. Financial Statements and Exhibits. (c) Exhibits. Exhibit Number Description -------------- ----------- 99.1 Press release dated April 27, 2005 2 - -------------------------------------------------------------------------------- SIGNATURE 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. CONCORD COMMUNICATIONS, INC. By: /s/ Melissa H. Cruz ________________________________________ Date: April 27, 2005 Melissa H. Cruz Executive Vice President of Business Services, Chief Financial Officer and Treasurer 3 EX-99.1 2 a4874442ex99.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 Concord Announces First Quarter Results MARLBORO, Mass.--(BUSINESS WIRE)--April 27, 2005--Concord Communications Inc. (Nasdaq: CCRD) today announced earnings for its first quarter ended March 31, 2005. Total revenue was $29.1 million (see attached financial statements). GAAP loss per share was ($0.20). Pro forma loss per share was ($0.06). See reconciliation below for GAAP to Pro forma comparison. Deal Size -- The average deal size for new eHealth Suite customer accounts was $163,000 -- The number of eHealth Suite deals over $100,000 was 33 Market Segments -- ehealth revenue was $24.6 million or 84% of revenue. -- Spectrum revenue from February 22, 2005 to the end of Q1 was $4.5 million or 16% of revenue. Income Statement and Balance Sheet -- Closing total cash was $69.5 million, including $0.6 million in restricted cash -- Consolidated deferred revenue was $42.2 million -- Pro forma consolidated operating expenses were $24.5 million -- Consolidated DSOs were approximately 62 days Conference Call Concord Communications will not hold a conference call because of the previously announced proposed acquisition by Computer Associates. CONCORD COMMUNICATIONS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (In thousands, except per share and share data) Three Months Ended ----------------------- March 31, March 31, 2005 2004 ----------- ----------- Revenues: License revenues $11,570 $10,350 Service revenues 17,541 13,495 ----------- ----------- Total revenues 29,111 23,845 ----------- ----------- Costs of Revenues: Cost of license revenues 1,551 822 Cost of service revenues 5,077 3,949 ----------- ----------- Total cost of revenues 6,628 4,771 ----------- ----------- Gross profit 22,483 19,074 ----------- ----------- Operating Expenses: Research and development 7,385 5,789 Sales and marketing 13,921 11,516 General and administrative 3,595 2,643 Stock-based compensation 588 - Acquisition related charges 100 - Acquired in-process research and development 1,400 - ----------- ----------- Total operating expenses 26,989 19,948 ----------- ----------- Operating loss (4,506) (874) ----------- ----------- Other Income: Interest income 673 1,089 Interest expense (817) (823) Other expense (138) (169) ----------- ----------- Total other (loss) income, net (282) 97 ----------- ----------- Loss before income taxes (4,788) (777) Benefit from income taxes (998) (295) ----------- ----------- Net loss $(3,790) $(482) =========== =========== Net loss per common and potential common share: Basic ($0.21) ($0.03) =========== =========== Diluted ($0.21) ($0.03) =========== =========== Weighted average common and potential common shares outstanding: Basic 18,473,855 18,159,503 =========== =========== Diluted 18,473,855 18,159,503 =========== =========== The accompanying notes are an integral part of these condensed consolidated financial statements. CONCORD COMMUNICATIONS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (In thousands, except share data) March 31, Dec. 31, 2005 2004 --------- --------- ASSETS Current Assets: Cash and cash equivalents $11,137 $15,816 Marketable securities 57,763 143,639 Restricted cash 591 66 Accounts receivable, net of allowance of $498 and $423 at March 31, 2005 and December 31, 2004, respectively 24,093 24,183 Deferred tax assets 3,147 1,763 Prepaid expenses and other current assets 8,593 8,170 --------- --------- Total current assets 105,324 193,637 Equipment and improvements, net 10,365 6,226 Goodwill 88,271 6,225 Other intangible assets, net 22,891 2,191 Deferred tax assets 11,795 12,211 Unamortized debt issuance costs and other long-term assets 2,803 3,001 --------- --------- Total assets $241,449 $223,491 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable $4,715 $6,334 Accrued expenses 19,969 12,171 Deferred revenue 42,187 27,207 --------- --------- Total current liabilities 66,871 45,712 Convertible senior notes 86,250 86,250 Other long term liabilities 560 - --------- --------- Total liabilities 153,681 131,962 --------- --------- Stockholders' Equity: Common stock, $0.01 par value: Authorized - 50,000,000 shares; Issued and outstanding - 18,698,686 and 18,449,964 shares at March 31, 2005 and December 31, 2004, respectively 187 184 Additional paid-in capital 119,453 117,113 Deferred compensation (1,939) - Accumulated other comprehensive loss (802) (427) Accumulated deficit (29,131) (25,341) --------- --------- Total stockholders' equity 87,768 91,529 --------- --------- Total liability and stockholders' equity $241,449 $223,491 ========= ========= The accompanying notes are an integral part of these condensed consolidated financial statements. CONCORD COMMUNICATIONS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands) Three Months Ended -------------------- March 31, March 31, 2005 2004 --------- --------- Cash Flows from Operating Activities: Net loss $(3,790) $(482) Adjustments to reconcile net loss to net cash (used for) provided by operating activities: Depreciation and amortization 2,159 1,113 Amortization of debt issuance costs 171 176 Realized loss (gain) 110 (12) Write-off of in-process research and development 1,400 - Deferred income taxes (1,127) (285) Changes in assets and liabilities: Accounts receivable 6,000 2,574 Prepaid expenses and other current assets 160 210 Other assets 27 (13) Accounts payable (3,784) (2,678) Accrued expenses (5,642) (2,000) Deferred revenue 3,070 2,961 Other liabilities 560 - -------- -------- Net cash (used for) provided by operating activities (686) 1,564 -------- -------- Cash Flows from Investing Activities: Purchases of equipment and improvements (1,241) (776) Purchases of marketable securities (78,022) (57,157) Proceeds from maturities and sale of marketable securities 163,247 17,204 Release of restricted cash - 194 -------- -------- Net cash provided by (used for) investing activities 83,984 (40,535) -------- -------- Cash Flows from Financing Activities: Acquisition of business, net of cash acquired Aprisma (84,020) - Acquisition of business, net of cash acquired Vitel (4,320) - Proceeds from issuance of common stock 363 597 -------- -------- Net cash (used for) provided by financing activities (87,977) 597 -------- -------- Net decrease in cash and cash equivalents (4,679) (38,374) Cash and cash equivalents, beginning of period 15,816 69,436 -------- -------- Cash and cash equivalents, end of period $11,137 $31,062 ======== ======== Supplemental Disclosure of Cash Flow Information: Cash paid for income taxes $881 $206 Supplemental Disclosure of Noncash Investing Transactions: Unrealized (loss) gain on available-for-sale securities $(605) $832 The accompanying notes are an integral part of these condensed consolidated financial statements. CONCORD COMMUNICATIONS, INC. TABLE OF RECONCILIATION FROM GAAP TO PRO FORMA (Unaudited) (In thousands, except share data) Three Months Ended ----------------------- March 31, March 31, 2005 2004 ----------- ----------- Reconciliation of GAAP & Pro Forma Net Income: Net loss $(3,790) $(482) Add: Benefit for income taxes (998) (295) From Cost of revenues Technology amortization 595 133 From Operating expenses Intangible amortization expenses 443 70 Acquired in-process research and development 1,400 - Aprisma acquisition relates expenses 100 - Compensation expenses related to Aprisma' Equity Participation Plan 547 - Compensation expenses related to restricted stock award 41 - ----------- ----------- Pro forma income before income taxes (1,662) (574) ----------- ----------- Pro forma income taxes (Pro forma rate: 28%) (465) (161) ----------- ----------- Pro forma net income $(1,197) $(413) =========== =========== Pro forma net income per diluted share: $(0.06) $(0.02) Diluted weighted average common and potential common shares outstanding 18,473,855 18,159,503 CONTACT: Concord Communications Eric Snow, 508-486-4508 Director, Public Relations pr@concord.com or Concord Communications Ruddy, Raymond, 508-303-4350 Director, Investor Relations investorrelations@concord.com -----END PRIVACY-ENHANCED MESSAGE-----