1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q X Quarterly Report Pursuant to Section 13 or 15(d) of the Securities --- Exchange Act of 1934 for the quarterly period ended March 31, 1997 or Transition Report Pursuant to Section 13 or 15(d) of the Securities --- Exchange Act of 1934 for the transition period from ______ to ______. Commission File Number: 0-22001 DELTEK SYSTEMS, INC. (Exact name of registrant as specified in its charter) Virginia 54-1252625 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 8280 Greensboro Drive, McLean, Virginia 22102 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (703) 734-8606 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: Class Outstanding at April 20, 1997 Common Stock, $.001 par value 16,922,801 2 DELTEK SYSTEMS, INC. TABLE OF CONTENTS PAGE NO. PART I FINANCIAL INFORMATION ITEM 1 - Financial Statements (unaudited) Balance Sheets as of March 31, 1997 and December 31, 1996 3 Statements of Income for the Three Months 4 Ended March 31, 1997 and March 31, 1996 Statements of Cash Flows for the Three Months 5 Ended March 31, 1997 and March 31, 1996 Unaudited Notes to Condensed Financial Statements 6 ITEM 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations 8 PART II OTHER INFORMATION ITEM 1 - Legal Proceedings 15 ITEM 2 - Changes in Securities 15 ITEM 3 - Defaults upon Senior Securities 15 ITEM 4 - Submission of Matters to a Vote of Security Holder 15 ITEM 5 - Other Information 15 ITEM 6 - Exhibits and Reports on Form 8 - K 15 SIGNATURES 16 2 3 PART I - FINANCIAL INFORMATION Item 1 - Financial Statements DELTEK SYSTEMS, INC. BALANCE SHEETS (in thousands, except share data) March 31, December --------- -------- 1997 31, 1996 ---- -------- (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 5,324 $ 8,333 Marketable securities 13,099 --- Accounts receivable, net of allowance for doubtful accounts of $457 and $396, respectively 6,579 5,995 Inventories 204 209 Prepaid expenses and other current assets 957 1,058 --- ----- Total current assets 26,163 15,595 ------ ------ Furniture, equipment, and leasehold improvements, at cost, net of accumulated depreciation and amortization of $2,323 and $2,168, respectively 1,961 1,878 Computer software development costs, at cost, net of accumulated amortization of $1,958 and $1,810, 2,587 2,591 respectively Other assets 126 138 --- --- Total assets $30,837 $20,202 ------- ------- LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable and accrued expenses $3,163 $1,908 Accrued dividends payable 1,000 ----- Deferred revenue 7,185 6,808 Income taxes payable 436 ----- --- ----- Total current liabilities 11,784 8,716 ------ ------ Commitments Shareholders' equity: Preferred stock, $0.001 par value per share, 2,000,000 shares authorized, none issued or outstanding --- --- Common stock, $0.001 par value per share, 45,000,000 shares authorized, 16,921,101 and 15,167,250 shares issued and outstanding at March 31, 1997 and December 31, 1996, respectively 17 15 Paid in capital 18,662 2,226 Retained earnings 1,023 9,965 ----- ----- 19,702 12,206 Less unearned compensation 649 720 --- --- Total shareholders' equity 19,053 11,486 ------ ------ Total liabilities and shareholders' equity $30,837 $20,202 ------- ------- 3 4 DELTEK SYSTEMS, INC. STATEMENTS OF INCOME (Unaudited) Three months ended March 31, ---------------------------- 1997 1996 ---- ---- Statement of Operations Data: (in thousands, except per share data) Revenues: License fees $3,551 $2,880 Services 6,575 4,363 Third party equipment and software 412 358 --- --- 10,538 7,601 ------ ----- Operating expenses: Cost of software 336 364 Cost of services 2,557 1,885 Cost of third-party equipment and software 340 271 Software development 2,253 1,440 Sales and marketing 910 783 General and administrative 587 516 --- --- Total operating expenses 6,983 5,259 ----- ----- Income from operations 3,555 2,342 Interest income, net 59 104 -- --- Income before income taxes 3,614 2,446 Provision for income taxes 546 45 --- -- Net income $3,068 $2,401 ------ ------ Pro forma Statement of Operations Data: Income before provision for income taxes, as reported 3,614 2,446 Provision for income taxes 1,428 954 ----- --- Net income $2,186 $1,492 ------ ------ Net income per share $0.13 $0.10 ----- ----- Weighted average shares outstanding 16,297 15,549 ------ ------ 4 5 DELTEK SYSTEMS, INC. STATEMENTS OF CASH FLOWS (Unaudited) (in thousands) March 31, March 31, --------- --------- 1997 1996 ---- ---- Cash flows from operating activities: Net Income $ 3,068 $ 2,401 Adjustments to reconcile net income provided by operating activities- Depreciation and amortization 311 259 Compensation, noncash 71 3 Accreted interest on marketable securities (62) (16) Change in accounts receivable, net (584) 481 Change in prepaid expenses, inventories, and other current assets 106 136 Change in accounts payable and accrued expenses 1,175 267 Change in income taxes payable 436 -- Change in deferred revenue 377 262 --- --- Net cash provided by operating activities 4,898 3,793 ----- ----- Cash flows from investing activities: (Purchase) of marketable securities (13,037) --- Purchase of property and equipment (238) (214) Capitalization of computer development costs (150) (149) ----- ----- Net cash (used in) provided by investing activities (13,425) (363) -------- ----- Cash flows from financing activities: Cash proceeds from issuance of common shares 16,438 --- Cash dividends paid to stockholders (11,010) (2,594) -------- ------- Net cash used in financing activities 5,428 (2,594) ----- ------- Net increase (decrease) in cash and equivalents (3,099) 836 ------- --- Cash and equivalents, beginning of period 8,333 4,393 ----- ----- Cash and equivalents, end of period $5,234 $5,229 ====== ====== Supplemental disclosure of cash flow information: Cash paid during the period for income taxes $110 $45 ==== === 5 6 DELTEK SYSTEMS, INC. UNAUDITED NOTES TO FINANCIAL STATEMENTS 1. BASIS OF PRESENTATION The condensed financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These condensed financial statements should be read in conjunction with the financial statements and the notes thereto for the year ended December 31, 1996, included in the Company's Form S-1 Registration Statement (No. 333-18247). The unaudited condensed financial statements included herein reflect all adjustments (which include only normal, recurring adjustments) which are, in the opinion of management, necessary to state fairly the results for the three month periods ended March 31, 1997 and 1996. The results for the three month period ended March 31, 1997 are not necessarily indicative of the results expected for the full fiscal year. 2. INITIAL PUBLIC OFFERING In the initial public offering effected by the Form S-1 Registration Statement dated February 24, 1997, the Company sold 1.7 million shares of its Common Stock, par value $0.001 per share. The Company realized $16.4 million from the offering (after deducting the expenses of the offering). 3. TERMINATION OF S-CORPORATION ELECTION Just prior to the initial public offering, the Company terminated its S-Corporation election for federal income tax purposes. The provision for income taxes prior to this termination related to certain states that do not recognize S-Corporation status. Provision for income taxes after the revocation reflects the estimated current provision for federal and state income taxes and deferred income taxes. The Company has recorded $12 million in distributions to S-Corporation shareholders during the three months ended March 31, 1997, of which $1 million was payable at March 31, 1997. Pro forma net income is based on the assumption that the Company's S-Corporation status was terminated at the beginning of each year and reflects a pro forma income tax provision based on applicable tax rates as if the Company had not elected S-Corporation status for the periods indicated. 6 7 3. PRO FORMA NET INCOME PER COMMON SHARE Pro forma net income per common share was computed based on the weighted average number of common and common equivalent shares outstanding during the period. Common equivalent shares are calculated using the treasury stock method and represent incremental shares issuable upon the exercise of outstanding stock options. In accordance with SEC Staff Accounting Bulletin No. 83, weighted average shares for all periods prior to the initial public offering also include those options which were granted within one year of the initial public offering date. Statement of Financial Accounting Standards No. 128, Earnings per Share changes the reporting requirements for earnings per share (EPS) for publicly traded companies by replacing primary EPS with basic EPS and changing the disclosures associated with this change. The Company is required to adopt this standard for its December 31, 1997 year-end and is currently evaluating the impact of this standard. 7 8 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following information should be read in conjunction with the unaudited Financial Statements and Notes included in Item 1 of this Quarterly Report. The following information should also be read in conjunction with the audited Financial Statements and Notes, and Management's Discussion and Analysis of Financial Condition and Results of Operations for the year ended December 31, 1996 as contained in the Company's Registration Statement on Form S-1 (No. 333-18247) dated February 24, 1997. Except for historical information, certain statements in this Management's Discussion and Analysis of Financial Condition and Results of Operations are forward-looking. These forward-looking statements are subject to various risks and uncertainties, including the demand for products, the size and timing of specific sales, the level of product and price competition, the length of sales cycles, economic conditions and the Company's ability to develop and market new products and control costs. The Company undertakes no obligation and does not intend to update, revise or otherwise publicly release the result of any revisions to these forward-looking statements that may be made to reflect future events or circumstances. Results of Operations The following table sets forth, for the periods indicated, certain statement of operations data expressed as a percentage of total revenues: Statement of Operations Data THREE MONTHS ENDED ---------------------------- March 31, March 31, 1997 1996 ---------------------------- (Unaudited) Revenues: License fees 33.7% 37.9% Services 62.4 57.4 Third-party equipment and software 3.9 4.7 --- --- Total revenues 100.0 100.0 ----- ----- Operating Expenses: Cost of software 3.2 4.8 Cost of services 24.3 24.8 Cost of third-party equipment and software 3.2 3.6 Software development 21.4 18.9 8 9 THREE MONTHS ENDED ------------------ March 31, March 31, 1997 1996 --------------------------- (Unaudited) Sales and marketing 8.6 10.3 General and administrative 5.6 6.8 --- --- Total costs and expenses 66.3 69.2 ----- ------ Income from operations 33.7 30.8 Interest income 0.6 1.4 --- ------ Income before income taxes 34.3 32.2 Provision for income taxes 5.2 0.6 --- --- Net income 29.1% 31.6% ====== ======= Pro Forma Statement of Operations Data: - --------------------------------------- Pro forma income tax provision 13.6% 12.6% ----- ------ Pro forma net income 20.7% 19.6% ----- ---- License Fees. License fees for the three month period ending March 31, 1997 increased by 23.3% to $3.6 million from $2.8 million for the same period in 1996. License fees comprised 33.7% of the Company's total revenues for the three month period ending March 31, 1997, compared to 37.9% for 1995. The increase in license fees was principally attributable to Costpoint license fees which increased by 28.9% to $2.2 million for the first quarter of 1997 from $1.7 million for 1996, reflecting increases in the number of modules licensed and the average size of new system installations, offset somewhat by discounts granted to System 1 users migrating to Costpoint systems. License fees from System 1 products was approximately $1.0 million for the first quarter of 1997 and 1996. License fees for Electronic Timesheet increased by 72.7% to $335,000 from $194,000 in 1996. Services. Service revenues for the three month period ending March 31, 1997 increased by 50.7% to $6.6 million from $4.4 million for the same period in 1996. Service revenues comprised 62.4% of the Company's total revenues for the three month period ending March 31, 1997, compared to 57.4% for the same period in 1996. The increase in service revenues was principally attributable to increased consulting services related to new implementations of Costpoint systems. Consulting service revenues increased by 63.5% to $2.7 million for the three month period ending March 31, 1997 from $1.6 million for the same period in 1996. Maintenance, support and other service revenues increased by 43.1% to $3.9 million from $2.7 million, principally as a result of the addition of new customers and the sale of additional software products to existing customers and, to a lesser extent, increases in service rates. 9 10 Third-Party Equipment and Software. Revenue from third-party equipment and software for the three month period ending March 31, 1997 and March 31, 1996 was approximately $0.4 million, which comprised 3.9% of the Company's total revenues for the three month period ending March 31, 1997, compared to 4.7% for the same period in 1996. Cost of Software. Cost of software is comprised primarily of royalties and maintenance payments to third parties, amortization of software development costs, and the cost of production and distribution of software and user manuals. Cost of software for the three month period ending March 31, 1997 was approximately $0.3 million, a slight decrease from the $0.4 million for the same period in 1996. This decline was due to a reduction in royalty expenses based on the mix of software revenue. Cost of Services. Cost of services is comprised primarily of personnel costs for implementation and consulting services, user training and ongoing maintenance and support. Cost of services for the three month period ending March 31, 1997 increased by 35.6% to $2.6 million from $1.9 million for the same period in 1996. The increase in cost of services was primarily due to increases in personnel costs to support the Costpoint product line. Cost of services represented 38.9% and 43.2% of service revenues for the three month period ending March 31, 1997 and 1996, respectively. The decrease in cost of services as a percentage of service revenues reflected improved utilization and billing of consultants as compared to the first quarter of 1996. During the first quarter of 1996, the Company experienced higher service costs due to the investment in the initial implementations of Costpoint systems by providing consulting services to a number of customers at reduced fees or no charge and also reflected the increased reimbursed travel expenses which were billed with no mark-up. Cost of Third-Party Equipment and Software. Cost of third-party equipment and software consists of the purchased costs of computer and peripheral equipment and license fees and royalties for third-party software. Costs of third-party equipment and software for the three month period ending March 31, 1997 and March 31, 1996 were $0.3 million. As a percentage of related revenues, cost of third-party equipment and software products represented 82.5% and 75.7% of revenue from third-party equipment and software for the three month period ending March 31, 1997 and 1996, respectively. The increase in these costs as a percentage of related revenue was the result of a change in the product mix of equipment and software sold in the two quarters. Software Development. Software development costs consist primarily of the personnel costs of analysts and programmers to research, develop, support and maintain the Company's existing software product lines, enhance existing products and develop new products. Software development costs for the three month period ending March 31, 1997 increased by 56.5% to $2.3 million from $1.4 million for the same period in 1996. This increase was due primarily to increased personnel costs and related benefits and facilities costs. Software development costs represented 21.4% and 18.9% of total revenues for the three month period ending March 31, 1997 and the same period in 1996, respectively. 10 11 Sales and Marketing. Sales and marketing expenses consist primarily of the personnel costs of the Company's sales and marketing organizations as well as the costs of advertising, direct mail and other sales and marketing activities. Sales and marketing expenses for the three month period ending March 31, 1997 increased by 16.2% to $0.9 million from $0.8 million for the same period in 1996. This increase was due primarily to increased personnel and marketing activities. Sales and marketing expenses represented 8.6% of the Company's total revenues for the three month period ending March 31, 1997, compared to 10.3% for the same period in 1996. General and Administrative. General and administrative expenses consist primarily of the personnel costs of the Company's management, administrative and finance staffs as well as the costs of insurance programs, bad debt expenses, professional fees and other infrastructure costs. General and administrative expenses for the three month period ending March 31, 1997 increased by 13.8% to $0.6 million from $0.5 million for the same period in 1996. This increase was due primarily to a $55,000 increase to the bad debt reserve compared to the first quarter of 1996. General and administrative expenses represented 5.6% of the Company's total revenues for the three month period ending March 31, 1997, compared to 6.8% for the same period in 1996. Interest Income. Interest income results from investments and, to a lesser extent, from installment financing. Interest income for the three month period ending March 31, 1997 decreased by 56.7% to $59,000 from $104,000 for the same period in 1996. The reduction was due to lower average cash balances related to the timing and amount of dividend distributions related to the termination of the S-Corporation status. Income Tax Provision. The Company's pro forma effective tax rate for the three month period ending March 31, 1997 was 39.5%, compared to 39.0% for the same period in 1996. The provision for income taxes for the three month period ended March 31, 1997 is based upon the Company's estimate of the effective tax rate for fiscal 1997. Just prior to the initial public offering, the Company terminated its S-Corporation election for federal income tax purposes. The provision for income taxes prior to this termination related to certain states that do not recognize S-Corporation status. Provision for income taxes after the termination reflects the estimated current provision for federal and state income taxes and deferred taxes. Liquidity and Capital Resources The Company has financed its operations almost exclusively from cash flow from its operations. As of March 31, 1997, the Company had cash and cash equivalents of $5.3 million, investments in marketable securities of $13 million and working capital of $14.4 million. On March 3, 1997 the Company received proceeds of $16.4 million, net of offering costs, related to the closing of the Company's initial public offering and sale of 1,700,000 common shares. 11 12 For the three month period ended March 31, 1997, the Company's operating activities provided net cash of $4.9 million, primarily as a result of income before depreciation and amortization. In addition, the increase in accounts receivable was offset by a greater increase in accounts payable and accrued expenses and deferred revenue. Accounts receivable, net of the allowance for doubtful accounts, were $6.6 million as of March 31, 1997, compared to $6.0 million as of March 31, 1996. Accounts receivable days sales outstanding was 54 days as of March 31, 1997, compared to 69 days as of March 31, 1996. The increase in deferred revenue reflects increased Costpoint license fees, for which revenue is recognized upon the expiration of the refund period. Exclusive of unbilled receivables which were recorded as deferred revenue, days sales outstanding was 40 days as of March 31, 1997, compared to 54 days as of March 31, 1996. While the Company believes that its allowance for doubtful accounts as of March 31, 1997 remains adequate, there can be no assurance that such allowance will be sufficient to cover receivables which are later determined to be uncollectible. Cash used in investing activities was $13.4 million for the three month period ended March 31, 1997. This amount included $13.0 million from purchase of marketable securities and other investments, offset by $238,000 in purchased property and equipment and $150,000 of capitalized software production costs for new Costpoint product modules. Financing activities for the three month period ended March 31, 1997 consisted primarily of the net proceeds of $16.4 million from the initial public offering of 1,700,000 shares of common stock, and the payment of $11.0 million in dividend and tax distributions to the Company's subchapter "S" shareholders. The Company historically has distributed most of its profits as S-Corporation dividends, but terminated its S-Corporation status in February, 1997. The Company has recorded an additional $1 million dividend payable to its former S-Corporation shareholders at March 31, 1997, pending completion of the S-Corporation tax returns. The Company has a commitment from a bank to establish a credit facility for a $1 million operating capital line of credit. The Company believes that existing sources of liquidity and anticipated cash flow from operations, and proceeds from the public offering, will satisfy the Company's anticipated working capital and capital expenditure requirements through at least 1997. However, depending on its rate of growth and profitability, the Company may require additional equity or debt financing to meet its working capital requirements or capital expenditure needs in the future. There can be no assurance that additional financing will be available when required or, if available, will be on the terms satisfactory to the Company. Factors That May Affect Future Results The Company has experienced, and expects to continue to experience, significant fluctuations in quarterly operating results. The Company's future operating results will depend upon a number of factors, including the demand for its products, the size and timing of specific sales, the delay or deferral of customer implementations, the level of product and price 12 13 competition that it encounters, the length of its sales cycles, the successful expansion of its direct sales force and customer support organization, the timing of new product introductions and product enhancements by the Company and its competitors, the mix of products and services sold, the activities of and acquisitions by its competitors, the timing of new hires and its ability to develop and market new products and control costs. The Company's operating results could also be affected by general economic conditions. In addition, the decision to license and implement an enterprise-level business software system is usually discretionary, involves a significant commitment of customer resources and is subject to delays, and to budget cycles and internal authorization procedures of the Company's customers. The loss or delay of individual orders could have a significant impact on the Company's operating results, particularly on a quarterly basis. Furthermore, while the Company's revenue from license fees is difficult to predict because of the length and variability of the Company's sales cycles, the Company's operating expenses are based on anticipated revenue trends. Because a high percentage of these expenses are relatively fixed, a delay in the recognition of revenue from a limited number of sales could cause significant variations in operating results from quarter to quarter. To the extent such expenses precede, or are not subsequently followed by, anticipated revenues, the Company's operating results could be materially and adversely affected. The Company typically grants its customers the right to return its software products for a refund of the license fee during a refund period which is generally 60 to 90 days from the date of the license agreement, although the Company occasionally has provided, and may in the future provide, longer refund periods for larger, more complex Costpoint installations. The Company recognizes license fees from its System 1 and Electronic Timesheet products upon delivery, whereas Costpoint license fees are recognized upon the expiration of the applicable refund period and are recorded as deferred revenue until recognized. Because of its customers' refund rights and the varying length of applicable refund periods, deferred revenue at the end of a quarter does not necessarily reflect revenue which the Company will recognize in the succeeding quarter. The Company derives substantially greater profit margins from license fees than from service revenues or from third-party equipment and software. The mix of revenues among these three components can fluctuate materially from quarter to quarter, and such fluctuations can have a significant effect on margins. Over the past five years, the percentage of the Company's total revenues represented by service revenues has increased, although such percentage has remained relatively stable over the past three years. Should lower margin service revenues or revenues from third-party equipment and software increase in the future as a percentage of total revenues, the Company's margins and income from operations could be adversely affected. Over the last several years, the Company has experienced seasonal variations in its operating results, partly due to customers' desire to have their systems operational at the beginning of a calendar year. Accordingly, these customers typically order their systems in the middle of the preceding year in order to allow adequate time for implementation, resulting in a seasonally high level of revenue being recognized in the fourth quarter upon the expiration of refund periods. 13 14 As a result of these and other factors, the Company's operating results for any quarter are subject to significant variation, and the Company believes that period-to-period comparisons of its operating results are not necessarily meaningful and should not be relied upon as indications of future performance. It is likely that the Company's future quarterly operating results from time to time will not meet the expectations of market analysts or investors. In such event, the price of the Company's Common Stock would likely be materially and adversely affected. 14 15 PART II - OTHER INFORMATION Item 1. Legal Proceedings The Company is not party to any legal proceeding which would have a material impact on the Company, its operations or financial results. Item 2. Changes in Securities None Item 3. Defaults Upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders None Item 5. Other Information On March 3, 1997, the Company conducted a closing of its initial public offering of securities effected through the Form S-1 Registration Statement (No. 333-18247). The Company sold 1.7 million shares of its Common Stock, par value $0.001 per share. The Company realized $16.4 million from the offering (after deducting the expenses of the offering). On May 5, 1997, the Company announced that the Board of Directors had approved the repurchase of up to 80,000 shares of its Common Stock, subject to prevailing conditions and price levels. Any purchases will be made in the open market and will be paid for out of the Company's general corporate funds and none of the proceeds of the Company's initial public offering will be used. Any shares purchased will be used solely for issuance to employees under the Company's 1996 Employee Stock Purchase Plan. The Company reserves the right to modify or terminate its repurchase activities at any time. Item 6. Exhibits and Reports on Form 8 - K (a) Exhibits 27 Financial Data Schedule (b) Reports on Form 8 - K No reports on Form 8 - K were filed during the quarter ended March 31, 1997. 15 16 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. Dated: May 14, 1997 DELTEK SYSTEMS, INC. By: /s/ Kenneth E. deLaski ---------------------- Kenneth E. deLaski President and Chief Executive Officer By: /s/ Alan R. Stewart ------------------- Alan R. Stewart Chief Financial Officer (Principal Financial and Accounting Officer) 16 17 DELTEK SYSTEMS, INC. INDEX OF EXHIBITS EXHIBIT # EXHIBIT TITLE 27 Financial Data Schedule 17