<PAGE>
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
Date of Report (Date of earliest event reported):
June 3, 1998
CARREKER-ANTINORI, INC.
(Exact name of Registrant as Specified in its Charter)
DELAWARE 0-24201 75-1622836
(State of Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
14001 N. DALLAS PARKWAY 75240
SUITE 1100 (Zip Code)
DALLAS, TEXAS
(Address of Principal Executive Offices)
(972) 458-1981
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year,
if change since last report)
Index to Exhibits appears on page 4 herein.
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ITEM 5. OTHER EVENTS.
Carreker-Antinori, Inc. (the "Company") has announced its financial results
for the 1998 first fiscal quarter ended April 30, 1998. Revenues increased 36%
to $10.3 million, compared with revenues of $7.5 million in the first fiscal
quarter of 1997. Net income in the quarter was $360,000, or $0.03 per diluted
share, compared to $146,000, or $0.01 per diluted share in the prior year
quarter. The Company experienced increased revenues during the 1998 first
fiscal quarter from its three primary revenue sources, as compared to the first
fiscal quarter of 1997. Software license fees increased 149.5% from $1.3
million to $3.1 million, consulting and management services fees increased 21.1%
from $4.1 million to $5.0 million, and software maintenance and implementation
fees increased 3.7% from $1.8 million to $1.9 million. Hardware sales, which
fluctuate from quarter to quarter depending on customer demand for turn-key
software and hardware packages, declined from $321,000 to $238,000. The Company
was pleased with its results for the 1998 first fiscal quarter.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) The following exhibit is filed as part of this Report:
Exhibit
Number Description
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99 Press Release dated June 3, 1998.
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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.
CARREKER-ANTINORI, INC.
/s/ Terry L. Gage
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Terry L. Gage
Executive Vice President,
Treasurer and Chief Financial Officer
Date: June 4, 1998
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EXHIBIT INDEX
Exhibit
Number Description
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99 Press Release dated June 3, 1998.
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EXHIBIT 99
CONTACT: Carreker-Antinori
Terry Gage, CFO
(972) 458-1981
FOR IMMEDIATE RELEASE
CARREKER-ANTINORI REPORTS
FIRST QUARTER FINANCIAL RESULTS
Dallas, TX (June 3, 1998) - Carreker-Antinori (Nasdaq:CANI) today announced
financial results for the 1998 first fiscal quarter ended April 30, 1998.
Revenues increased 36% to $10.3 million, compared with revenues of $7.5
million in the first fiscal quarter of 1997. Net income in the quarter was
$360,000, or $0.03 per diluted share, compared to $146,000, or $0.01 per diluted
share, in the prior year quarter.
On May 20, 1998, the Company completed its initial public offering of
5,100,000 shares, of which 3,650,000 shares were sold by the Company and
1,450,000 shares were sold by certain selling shareholders. After deducting
underwriting discounts and estimated offering expenses, the offering raised
approximately $36.2 million in net proceeds to the Company.
"We have continued our strong performance of providing banking solutions to
the nation's leading financial institutions in the first quarter," said J.D.
"Denny" Carreker, Chairman and Chief Executive Officer. "Our four-pronged
approach to implementing our Company's strategic plan was a principal
contributor to increasing revenue over the first quarter of fiscal year 1997."
Those four specific initiatives include: Cross-selling existing clients
with additional products; Adding new customers; Expanding outsourcing
initiatives; and Increasing the scope of the solutions offered.
Mr. Carreker added, "During the quarter our revenues were driven by our
success in cross-selling solutions to our existing clients. Plus we added
several new customers including a major international banking client, and we
rounded out our INFITEQ outsourcing venture by adding Brink's Incorporated as a
partner. We are confident that our market provides outstanding opportunities to
grow our business."
Terry Gage, Chief Financial Officer added, "We started the year strongly,
hitting or exceeding all of our financial and operational goals, and
specifically expanding software sales.
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The net proceeds from our May IPO significantly improved our balance sheet
and provided us with the financial foundation to execute our long-term growth
strategy."
The company experienced increased revenues during the first fiscal quarter
1998 from its three primary revenue sources compared to the first fiscal quarter
1997 as follows - software license fees increased 149.5% from $1.3 million to
$3.1 million, consulting and management services fees increased 21.1% from $4.1
to $5.0 million, and software maintenance and implementation fees increased 3.7%
from $1.8 million to $1.9 million. Hardware sales, which fluctuate from quarter
to quarter depending on customer demand for turn-key software and hardware
packages, declined from $321,000 to $238,000.
ABOUT CARREKER-ANTINORI
Carreker-Antinori, Inc. is a leading provider of integrated consulting and
software solutions that enable banks to increase their revenues, reduce their
costs and enhance their delivery of customer services. The Company's offerings
include yield management, payment systems, payment electronification and
enabling technologies solutions. Carreker-Antinori's solutions assist banks in
re-engineering their operational systems and implementing new software
applications to increase earning assets, develop new revenue sources, improve
operating efficiencies and reduce check fraud losses. The Company's customers
include approximately two-thirds of the largest 100 bank holding companies in
the United States.
In addition to historical information contained herein, other matters
discussed in the news release are forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended and Section 32E of the
Securities and Exchange Act of 1934, as amended, and are subject to the safe
harbors created thereby. The Company's future actual results could differ
materially from the forward-looking statements discussed herein because of the
factors discussed from time to time in the Company's public reports filed with
the Securities and Exchange Commission, such as those discussed under "Risk
Factors" included in the Company's prospectus from its initial public offering
dated May 20, 1998.
(Tables to Follow)
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CARREKER-ANTINORI, INC
Consolidated Statements of Operations
(In thousands, except per share amounts)
(Unaudited)
<TABLE>
Three Months Ended
April 30,
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1998 1997
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<S> <C> <C>
Revenues:
Consulting and management service fees $ 5,014 $ 4,139
Software license fees 3,146 1,261
Software maintenance and implementation fees 1,859 1,793
Hardware 238 321
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Total revenues 10,257 7,514
Cost of Revenues
Consulting and management service fees 3,644 2,777
Software license fees 256 227
Software maintenance and implementation fees 949 1,051
Hardware 165 249
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Total cost of revenues 5,014 4,304
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Gross Profit 5,243 3,210
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Operating costs and expenses:
Selling general and administrative 3,500 2,442
Research and development 1,153 573
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Total operating costs and expenses 4,653 3,015
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Income from operations 590 195
Other Income (expense) 10 49
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Income before provision for income taxes 600 244
Provision for income taxes 240 98
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Net income $ 360 $ 146
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Basic earnings per share $ 0.03 $ 0.01
Diluted earnings per share $ 0.03 $ 0.01
Basic - Shares used in per share computation* 11,495 11,242
Diluted - Shares used in per share computation* 13,502 12,725
</TABLE>
*Shares used reflect 7.7 to 1 split which occurred on May 14, 1998
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CARREKER-ANTINORI, INC
Consolidated Condensed Balance Sheets
(In thousands)
(Unaudited)
<TABLE>
April 30, 1998 January 31, 1998
ASSETS
<S> <C> <C>
Cash and cash equivalents $ 1,019 $ 1,975
Accounts receivable, net of allowance 14,092 12,755
Total current assets 16,889 16,147
Furniture, equipment, and leasehold improvements, net 1,926 1,580
Software costs capitalized, net 2,547 2,263
Total assets $21,494 $20,319
LIABILITIES AND EQUITY
Accounts payable $ 2,556 $ 2,036
Notes payable, line of credit 1,750 0
Deferred revenue 3,810 4,176
Total current liabilities 9,603 8,713
Deferred income taxes 847 982
Common stock subject to put 2,000 2,000
Stockholders' equity 9,043 8,624
Total liabilities and stockholders' equity $21,494 $20,319
</TABLE>
