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 September 30, 1999 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: 000-22001 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 September 30, 1999 Common Stock, $.001 par value 16,973,897 2 DELTEK SYSTEMS, INC. TABLE OF CONTENTS PAGE NO. PART I FINANCIAL INFORMATION ITEM 1 - Financial Statements (unaudited) Consolidated Balance Sheets as of September 30, 1999 and December 31, 1998 3 Consolidated Statements of Income for the Three Months 4 Ended September 30, 1999 and September 30, 1998 Consolidated Statements of Income for the Nine Months 5 Ended September 30, 1999 and September 30, 1998 Consolidated Statements of Cash Flows for the Nine Months 6 Ended September 30, 1999 and September 30, 1998 Notes to Unaudited Consolidated Financial Statements 7 ITEM 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations 9 ITEM 3 - Quantitative and Qualitative Disclosures about Market Risk 21 PART II OTHER INFORMATION ITEM 1 - Legal Proceedings 22 ITEM 2 - Changes in Securities and Use of Proceeds 22 ITEM 3 - Defaults upon Senior Securities 22 ITEM 4 - Submission of Matters to a Vote of Security Holders 22 ITEM 5 - Other Information 22 ITEM 6 - Exhibits and Reports on Form 8-K 27 SIGNATURES 28 2 3 PART I - FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS DELTEK SYSTEMS, INC. CONSOLIDATED BALANCE SHEETS (In thousands, except share data) September 30, December 31, 1999 1998 ------------- ------------ (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 7,489 $ 9,515 Marketable securities 21,782 23,861 Accounts receivable, net of allowance for doubtful accounts of $1,131 and $689, respectively 18,677 17,351 Prepaid income taxes 1,353 -- Deferred income taxes 1,805 1,678 Prepaid expenses and other current assets 2,083 2,159 -------- -------- Total current assets 53,189 54,564 -------- -------- Furniture, equipment, and leasehold improvements, at cost, net of accumulated depreciation and amortization of $7,746 and $6,556 respectively 5,574 4,312 Computer software development costs, at cost, net of accumulated amortization of $2,923 and $2,239, respectively 4,470 3,025 Purchased intangibles, net of amortization 3,546 4,349 Other assets 95 58 -------- -------- Total assets $ 66,874 $ 66,308 -------- -------- LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable and accrued expenses $ 7,055 $ 7,711 Deferred revenue 13,479 17,191 -------- -------- Total current liabilities 20,534 24,902 -------- -------- Commitments and contingencies 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, 16,973,897 and 17,854,151 shares issued and outstanding at September 30, 1999 and December 31, 1998, respectively 17 18 Paid in capital 13,620 21,568 Retained earnings 32,703 19,990 Less unearned compensation -- (170) -------- -------- Total shareholders' equity 46,340 41,406 -------- -------- Total liabilities and shareholders' equity $ 66,874 $ 66,308 -------- -------- See Notes to Consolidated Financial Statements 3 4 DELTEK SYSTEMS, INC. CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Three Months Ended September 30, 1999 1998 ------- ------- (In thousands, except per share data) Revenues: License fees $ 7,638 $ 7,356 Services 16,700 13,425 Third party equipment and software 801 823 ------- ------- 25,139 21,604 ------- ------- Operating expenses: Cost of software 632 668 Cost of services 8,303 6,692 Cost of third-party equipment and software 720 635 Software development 4,208 3,989 Sales and marketing 2,789 2,583 General and administrative 1,353 975 Amortization of purchased intangibles 248 254 ------- ------- Total operating expenses 18,253 15,796 ------- ------- Income from operations 6,886 5,808 Interest income, net 285 273 ------- ------- Income before income taxes 7,171 6,081 Provision for income taxes 2,867 2,365 ------- ------- Net income $ 4,304 $ 3,716 ======= ======= Basic net income per share $ 0.25 $ 0.21 ======= ======= Diluted net income per share $ 0.25 $ 0.20 ======= ======= Weighted average shares outstanding 16,949 17,864 ======= ======= Weighted average shares outstanding, including dilutive effect of stock options 17,430 18,280 ======= ======= See Notes to Consolidated Financial Statements 4 5 DELTEK SYSTEMS, INC. CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Nine Months Ended September 30, 1999 1998 ------- ------- (In thousands, except per share data) Revenues: License fees $21,838 $20,046 Services 48,280 36,647 Third party equipment and software 2,364 2,613 ------- ------- 72,482 59,306 ------- ------- Operating expenses: Cost of software 1,965 1,767 Cost of services 22,568 17,730 Cost of third-party equipment and software 2,039 2,017 Software development 12,222 11,199 Sales and marketing 8,459 7,464 General and administrative 4,349 2,902 Purchased in-process research and development -- 2,500 Acquisition costs -- 1,096 Amortization of purchased intangibles 803 432 ------- ------- Total operating expenses 52,405 47,107 ------- ------- Income from operations 20,077 12,199 Interest income, net 894 773 ------- ------- Income before income taxes 20,971 12,972 Provision for income taxes 8,258 5,374 ------- ------- Net income $12,713 $ 7,598 ======= ======= Basic net income per share $ 0.73 $ 0.43 ======= ======= Diluted net income per share $ 0.71 $ 0.42 ======= ======= Weighted average shares outstanding 17,404 17,802 ======= ======= Weighted average shares outstanding, including dilutive effect of stock options 17,856 18,243 ======= ======= See Notes to Consolidated Financial Statements 5 6 DELTEK SYSTEMS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands) Nine Months Ended September 30, 1999 1998 -------- -------- Cash flow from operating activities: Net Income $ 12,713 $ 7,598 Adjustments to reconcile net income provided by operating activities: Depreciation and amortization 2,938 1,930 Purchased research and development, noncash charge -- 2,500 Other noncash charges (128) 752 Accreted interest on marketable securities -- (233) Change in accounts receivable, net (1,326) (5,510) Change in prepaid expenses, inventories and other assets 76 (375) Change in prepaid income taxes (1,353) -- Change in accounts payable and accrued expenses (656) 1,118 Changes in deferred income taxes, net (127) (2,589) Changes in income taxes payable -- 1,263 Change in deferred revenue (3,712) 3,929 -------- -------- Net cash provided by operating activities 8,425 10,383 -------- -------- Cash flows from investing activities: Net Sales (Purchase) of marketable securities 2,079 (12,086) Purchase of property and equipment (2,452) (1,810) Acquisition of SalesKit Corporation -- (6,054) Capitalization of software development costs (2,129) (705) -------- -------- Net cash (used in) investing activities (2,502) (20,655) -------- -------- Cash flow from financing activities: Cash proceeds from issuance of stock for employee purchase plan and option plans 940 988 Cash dividends paid to stockholders -- (370) Common stock purchased and retired (8,889) -- -------- -------- Net cash (used in) provided by financing activities (7,949) 618 -------- -------- Net increase (decrease) in cash and equivalents (2,026) (9,654) Cash and equivalents, beginning of period 9,515 10,883 -------- -------- Cash and equivalents, end of period $ 7,489 $ 1,229 -------- -------- Supplemental disclosure of cash flow information: Cash paid during the period for income taxes $ 9,378 $ 9,177 -------- -------- See Notes to Consolidated Financial Statements 6 7 DELTEK SYSTEMS, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Description of Business Deltek designs, develops, and supports business software applications for project-oriented organizations. These project-oriented organizations are ones in which customer relationships revolve around contracts, projects, and business engagements. Deltek software solutions for project businesses encompass financial and project accounting, materials management, human resource and payroll administration, employee timekeeping, and customer relationship management. Deltek offers a full range of related services including implementation consulting, training seminars, software maintenance, and telephone support. Basis of Presentation The consolidated financial statements included herein have been prepared by Deltek Systems, Inc. (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 consolidated financial statements should be read in conjunction with the financial statements and notes thereto for the year ended December 31, 1998, included in the Company's Annual Report on Form 10-K. 2. NET INCOME (LOSS) PER COMMON SHARE Net income (loss) per common share for the three months and nine months ended September 30, 1999 and 1998 were calculated in accordance with Statement of Financial Accounting Standards No. 128, "Earnings per Share". No reconciling items existed between the net income used for basic and diluted net income per share. The only reconciling item between the shares used for basic and diluted net income per share related to outstanding stock options. The warrants issued to acquire Sales Kit in April 1998 were not dilutive for all periods presented. 3. COMMON STOCK PURCHASED AND RETIRED On January 27, 1999, Deltek announced the purchase of up to 1,000,000 shares of its common stock through open market and private purchases. As of June 30, 1999, Deltek had acquired 1,000,000 shares and retired them in accordance with state law. Purchases were paid for out of the Company's general corporate funds. On November 4, 1999, the Company announced its repurchase plan for up to 500,000 shares of its common stock through open market and private purchases. 7 8 4. ACCOUNTING PRONOUNCEMENTS NOT YET EFFECTIVE In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS No. 133"). The Company must adopt this statement no later than January 1, 2001. SFAS No. 133 establishes accounting and reporting standards requiring that every derivative instrument be recorded in the balance sheet as either an asset or liability measured at its fair value. The Company does not expect SFAS No. 133 to materially impact its financial condition or results of operations. SOP 98-9, "Modification of SOP 97-2, Software Revenue Recognition, with Respect to Certain Transactions" ("SOP 98-9"), extended the deferral on the application of certain passages of SOP 97-2 through fiscal years beginning on or before March 15, 1999. Once effective, SOP 98-9 requires recognition of revenue using the "residual method" under very specific circumstances. The Company does not expect this SOP to materially impact its financial condition or results of operations. 5. COMMITMENTS AND CONTINGENCIES The Company's continuing operations are involved in various claims incidental to its business. The Company is contesting these matters and in the opinion of management, the ultimate resolution of the legal proceedings will not have a material adverse effect on the financial condition or the future operating results of the Company. 8 9 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, 1998 as contained in the Company's Annual Report on Form 10-K (No. 000-22001). 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 (Unaudited) as a percentage of revenues Three months ended Nine months ended ---------------------- ---------------------- 9/30/99 9/30/98 9/30/99 9/30/98 Revenues: License fees 30.4% 34.0% 30.0% 33.8% Services 66.4 62.2 66.7 61.8 Third party equipment and Software 3.2 3.8 3.3 4.4 ----- ----- ----- ----- Total Revenues 100.0 100.0 100.0 100.0 ----- ----- ----- ----- Operating expenses: Cost of software 2.5 3.1 2.7 3.0 Cost of services 33.0 31.0 31.1 29.9 Cost of third-party equipment And software 2.9 2.9 2.8 3.4 Software development 16.7 18.5 16.9 18.9 Sales and marketing 11.1 12.0 11.7 12.5 General and administrative 5.4 4.4 6.0 4.9 Purchased in-process Research & Development -- -- -- 4.2 Acquisition costs -- -- -- 1.8 9 10 Amortization of intangibles 1.0 1.2 1.1 .7 ----- ----- ----- ----- Three months ended Nine months ended --------------------- --------------------- 9/30/99 9/30/98 9/30/99 9/30/98 Total operating expenses 72.6 73.1 72.3 79.3 ---- ---- ---- ---- Income from operations 27.4 26.9 27.7 20.6 Interest income, net 1.1 1.2 1.2 1.3 ---- ---- ---- ---- Income before income taxes 28.5 28.1 28.9 21.9 Provision for income taxes 11.4 10.9 11.4 9.1 ---- ---- ---- ---- Net income 17.1% 17.2% 17.5% 12.8% ---- ---- ---- ---- THREE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 1998 License Fees. License fees for the three months ended September 30, 1999 increased by 2.7% to $7.6 million from $7.4 million for the same period in 1998. License fees for ET Enterprise were $1.2 for the three months ended September 30, 1999, compared to $562,000 in the same period in 1998, an increase of 117.4%. ET Enterprise's web functionality has been gaining popularity and has contributed significantly to the increased sales figures. Costpoint license fees were $4.5 million for the third quarter ending September 30, 1999 compared with $4.6 million for the third quarter of 1998. License fees from System 1 products were $470,000 for the three months ended September 30, 1999 compared to $508,000 for the three months ended September 30, 1998, a decrease of 7.5%. License fees comprised 30.4% of the Company's total revenues for the three months ended September 30, 1999, compared to 34.0% for the comparable prior year period. Services. Service revenues for the three months ended September 30, 1999 increased by 24.6% to $16.7 million from $13.4 million for the same period in 1998. The increase in service revenues was principally attributable to increased consulting services related to new implementations of Costpoint and Advantage systems. Consulting service revenues increased by 32.2% to $7.8 million for the three months ended September 30, 1999 from $5.9 million for the same period in 1998. Other service revenues, which includes maintenance support, training, travel and custom programming, increased by 18.7% to $8.9 million for the three months ended September 30, 1999 from $7.5 million for the same period in the prior year. This increase was due to the addition of new customers and the license of additional software products to existing customers and, to a lesser extent, due to an increase in service rates. Service revenues comprised 66.5% of the Company's total revenues for the three months ended September 30, 1999, compared to 62.2% for the same period in 1998. Third-Party Equipment and Software. Revenue from third-party equipment and software for the three months ended September 30, 1999 decreased by 2.7% to $801,000 from $823,000 for the three months ended September 30, 1998. These revenues comprised 3.2% and 3.8% of total revenues for the three months ended September 30, 1999 and 1998, respectively. 10 11 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 months ended September 30, 1999 and September 30, 1998 was $632,000 and $668,000, respectively. 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 months ended September 30, 1999 increased by 23.9% to $8.3 million from $6.7 million for the same period in 1998. The increase in cost of services was primarily due to increases in headcount to support the Costpoint product line. Cost of services represented 49.7% and 49.8% of service revenues for the three months ended September 30, 1999 and 1998, respectively. Exclusive of reimbursed travel expenses and the Company's International User Conference expenses, cost of services represented 36.4% and 36.8% of service revenues for the three months ended September 30, 1999 and 1998, respectively. Cost of Third-Party Equipment and Software. Cost of third-party equipment and software consists of computer and peripheral equipment and license fees and royalties for third-party software. Costs of third-party equipment and software for the three months ended September 30, 1999 increased to $0.7 million from $0.6 million in the comparable year period. As a percentage of related revenues, cost of third-party equipment and software products represented 89.9% and 77.2% of revenue from third-party equipment and software for the three months ended September 30, 1999 and 1998, respectively. The increase in these costs as a percentage of related revenue was the result of changes in the product mix of equipment and software sold. Software Development. Software development costs consists primarily of the personnel costs of analysts and programmers who research, develop, maintain and enhance the Company's existing software product lines and develop new products. Software development costs for the three months ended September 30, 1999 were $4.2 million, an increase of 5.5% from the same period in 1998. This increase was due primarily to hiring additional personnel to work on Deltek's expanding development projects. Software development costs represented 16.7% and 18.5% of total revenues for the three months ended September 30, 1999 and 1998, respectively. Sales and Marketing. Sales and marketing expenses consist primarily of the costs of the Company's sales and marketing personnel as well as the costs of advertising, direct mail and other sales and marketing activities. Sales and marketing expenses for the three months ended September 30, 1999 increased by 7.7% to $2.8 million from $2.6 million for the same period in 1998. This increase was due primarily to hiring additional personnel, and increased marketing activities. The Company expects sales and marketing expenses to continue to increase in the foreseeable future as the Company pursues its growth strategy. Sales and marketing expenses represented 11.1% of the Company's total revenues for the three months ended September 30, 1999, compared to 12.0% for the same period in 1998. 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 11 12 the costs of insurance programs, bad debt expenses, professional fees and other infrastructure costs. General and administrative expenses for the three months ended September 30, 1999 increased by 40.0% to $1.4 million from $1.0 million for the same period in 1998. This increase is attributable to an increase in the bad debt reserve and general insurance, tax and accounting accruals. General and administrative expenses represented 5.4% of the Company's total revenue for the three months ended September 30, 1999, compared to 4.4% for the same period in 1998. Amortization of Intangibles. The charge of $248,000 for the three months ended September 30, 1999, as compared to the $254,000 charge for the three months ended September 30, 1998, relates primarily to the amortization of goodwill and purchased intangibles of the SalesKit Software Corporation, which was purchased in April 1998, and to a lesser extent to the intangibles acquired in the September 1996 acquisition of Allegro. Interest Income. Interest income results primarily from investments. Interest income for the three months ended September 30, 1999 increased by 4.4% to $285,000 from $273,000 for the same period in 1998. The change is due to increased cash from operations. Income Tax Provision. The Company's effective tax rate for the three months ended September 30, 1999 was 40.0% and for the three months ended September 30, 1998 was 38.9%. The provision for income taxes for the three months ended September 30, 1999 is based upon the Company's estimate of the effective tax rate for fiscal 1999. NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 1998 License Fees. License fees for the nine months ended September 30, 1999 increased by 9.0% to $21.8 million from $20.0 million for the same period in 1998. The increase was primarily due to Advantage and Electronic Timesheet license fees. Advantage license fees increased by 40.0% to $5.3 million for the nine months ended September 30, 1999 as compared to $3.8 million for the same period in 1998. License fees for Electronic Timesheet were $2.9 million for the nine months ended September 30, 1999, compared to $2.1 million in the same period in 1998. License fees from System 1 products were $2.0 million for the nine months ended September 30, 1999 compared to $1.8 million for the nine months ended September 30, 1998, an increase of 11.0%. Costpoint license fees were $11.6 million for the nine months ending September 30, 1999 and $11.9 million for the same period in 1998. License fees comprised 30.1% of the Company's total revenues for the nine months ended September 30, 1999, compared to 33.8% for the comparable prior year period. 12 13 Services. Service revenues for the nine months ended September 30, 1999 increased by 32.0% to $48.3 million from $36.6 million for the same period in 1998. The increase in service revenues was principally attributable to increased consulting services related to new implementations of Costpoint systems. Consulting service revenues increased by 49.0% to $24.0 million for the nine months ended September 30, 1999 from $16.1 million for the same period in 1998. Other service revenues increased by 15.2% to $24.2 million for the nine months ended September 30, 1999 from $21.0 million for the same period in the prior year, principally as a result of the addition of new customers and the license of additional software products to existing customers and, to a lesser extent, increases in service rates. Service revenues comprised 66.7% of the Company's total revenues for the nine months ended September 30, 1999, compared to 61.8% for the same period in 1998. Third-Party Equipment and Software. Revenue from third-party equipment and software for the nine months ended September 30, 1999 decreased by 7.7% to $2.4 million from $2.6 million for the nine months ended September 30, 1998. These revenues comprised 3.3% and 4.4% of total revenues for the nine months ended September 30, 1999 and 1998, respectively. 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 nine months ended September 30, 1999 was $1.97 million, an increase from the $1.78 million for the same period in 1998. This change was due to an increase in research and development activity associated with Project Workplace and Electronic Timesheet. 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 nine months ended September 30, 1999 increased by 27.7% to $22.6 million from $17.7 million for the same period in 1998. The increase in cost of services was primarily due to increases in personnel costs to support the Costpoint product line. Cost of services represented 46.7% and 48.4% of service revenues for the nine months ended September 30, 1999 and 1998, respectively. The decrease in cost of services as a percentage of service revenues primarily reflected increased utilization of consulting services for the first nine months of 1999. Exclusive of reimbursed travel expenses and the National User's Conference expenses, cost of services represented 36.7% and 38.8% of service revenues for the nine months ended September 30, 1999 and 1998, respectively. Cost of Third-Party Equipment and Software. Cost of third-party equipment and software consists of computer and peripheral equipment and license fees and royalties for third-party software. Costs of third-party equipment and software for the nine months ended September 30, 1999 increased slightly to $2.04 million from $2.02 million in the comparable year period. As a percentage of related revenues, cost of third-party equipment and software products represented 86.3% and 77.2% of revenue from third-party equipment and software for the nine months ended September 30, 1999 and 1998, respectively. 13 14 Software Development. Software development costs consists primarily of the personnel costs of analysts and programmers who research, develop, maintain and enhance the Company's existing software product lines and develop new products. Software development costs for the nine months ended September 30, 1999 increased by 8.9% to $12.2 million from $11.2 million for the same period in 1998. This increase was due primarily to hiring additional personnel. Software development costs represented 16.9% and 18.8% of total revenues for the nine months ended September 30, 1999 and 1998, respectively. Sales and Marketing. Sales and marketing expenses consist primarily of the costs of the Company's sales and marketing personnel as well as the costs of advertising, direct mail and other sales and marketing activities. Sales and marketing expenses for the nine months ended September 30, 1999 increased by 13.3% to $8.5 million from $7.5 million for the same period in 1998. This increase was due primarily to hiring additional personnel, and increased marketing activities. The Company expects sales and marketing expenses to continue to increase in the foreseeable future as the Company pursues its growth strategy. Sales and marketing expenses represented 11.7% of the Company's total revenues for the nine months ended September 30, 1999, compared to 12.6% for the same period in 1998. 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 nine months ended September 30, 1999 increased by 48.3% to $4.3 million from $2.9 million for the same period in 1998. This increase is attributable to an increase in the bad debt reserve and general insurance, tax and accounting accruals. General and administrative expenses represented 6.0% of the Company's total revenue for the nine months ended September 30, 1999, compared to 4.9% for the same period in 1998. Acquisition costs. A charge of $1.1 million was recorded for the nine months ended September 30, 1998 for the transaction costs related to the acquisition of Harper and Shuman, Inc. The acquisition was accounted for as a pooling of interests. For nine months ending September 30, 1999, we have no acquisition activity. Purchased In-process Research and Development. A charge of $2.5 million was recorded during the nine months ended September 30, 1998, for the appraised valuation of the purchased in-process research and development costs acquired from SalesKit Software Corporation. For the nine months ending September 30, 1999, we have no purchased in-process research and development activity. Amortization of Intangibles. Amortization charges were $803,000 and $432,000 for the nine months ended September 30, 1999 and 1998, respectively. These charges relate primarily to the amortization of goodwill and purchased intangibles of the SalesKit Software Corporation, which was purchased in April 1998, and to a lesser extent to the intangibles acquired in the September 1996 acquisition of Allegro. 14 15 Interest Income. Interest income results from investments, and to a lesser extent, from installment financing. Interest income for the nine months ended September 30, 1999 increased by 15.7% to $894,000 from $773,000 for the same period in 1998. The change is due to increased cash from operations. Income Tax Provision. The Company's effective tax rate for the nine months ended September 30, 1999 was 39.4%. The Company's effective tax rate for the nine months ended September 30, 1998 was 41.4%. The tax rate for the nine months ended September 30, 1998 was affected by the nondeductible nature of a majority of the transaction costs for the acquisition of Harper and Shuman, Inc. The provision for income taxes for the nine months ended September 30, 1999 is based upon the Company's estimate of the effective tax rate for fiscal 1999. LIQUIDITY AND CAPITAL RESOURCES The Company has financed its operations almost exclusively from cash flow from its operations. As of September 30, 1999, the Company had cash and cash equivalents of $7.5 million, marketable securities of $21.8 million and working capital of $32.7 million. For the nine months ended September 30, 1999, the Company's net cash provided by operating activities was $8.4 million. Accounts receivable, net of the allowance for doubtful accounts, were $18.7 million as of September 30, 1999, compared to $17.4 million as of December 31, 1998. Accounts receivable days sales outstanding was 67 days as of September 30, 1999 compared to 58 days as of December 31, 1998. Exclusive of receivables, which were recorded as deferred revenue, day's sales outstanding were 50 days as of September 30, 1999, compared to 41 days as of December 31, 1998. This increase is primarily due to an increase in receivables that are over ninety days past due. The percentage of receivables over 90 days to total receivables as of September 30, 1999 is 17.8%. In comparison, this percentage was 4.6% as of December 31, 1998. Management is concerned with this increase and is taking measures to reduce the past due amounts. While the Company believes that its allowance for doubtful accounts as of September 30, 1999, remains adequate, there can be no assurance that such allowance will be sufficient to cover receivables that are later determined to be uncollectible. Investing activities utilized $2.5 million for the nine months ended September 30, 1999. This amount included $2.5 million in purchased property and equipment, $2.1 million of capitalized software production costs and $2.1 million in purchased marketable securities. Financing activities for the nine months ended September 30, 1999 utilized $8.0 million. This consisted primarily of $8.9 million for the repurchase of Company common stock, net of $251,000 in proceeds from the exercise of stock options and $689,000 from the issuance of stock under the Company's employee stock purchase plan. The Company has a $1.0 million bank line of credit, which is secured by substantially all of the Company's assets and bears interest at the lender's prime rate. To date, no amounts have been drawn under the line of credit. 15 16 The Company believes that its current liquidity, together with anticipated cash flow from operations, will satisfy the Company's anticipated working capital and capital expenditure requirements through the foreseeable future. However, depending on its rate of growth, profitability and other factors, some of which are not in the Company's control, the Company believes additional financing may be required to meet its working capital requirements or capital expenditure needs, including acquisitions, in the future. There can be no assurance that additional financing will be available when required or, if available, that any such financing will be on terms satisfactory to the Company. YEAR 2000 The Year 2000 Challenge. Many older information technology ("IT") systems and applications, and other non-IT control devices, use only two digits to identify a year in the date field, without considering the impact of the upcoming change in the century. As a result, such systems, applications and devices could fail or create erroneous results unless they are modified in some fashion to distinguish 21st century dates from 20th century dates (i.e., to be year 2000 compliant). The year 2000 challenge creates potential risks for the Company from unforeseen problems in the software products that the Company licenses to others and in the IT and non-IT systems that the Company uses in its own business operations. The Company may also be exposed to risks if its mission critical vendors fail to address their own year 2000 issues. The Company's Status of Readiness. The Company began addressing the year 2000 challenge in 1993 when it started developing all of its new products to be year 2000 compliant. Year 2000 compliant versions of Costpoint, Advantage, Allegro and Electronic Timesheet have been commercially available for some time, and the year 2000 compliant version of System1 was released in September 1998. Because the Company's compliant products operate on a variety of network operating systems and support several relational databases, the Company conducted additional testing of its compliant products with different combinations of compliant operating systems and databases. This testing is complete, and the year 2000 related issues disclosed by the testing were corrected in all year 2000 compliant product versions pursuant to the Company's standard process for developing and disseminating program fixes. The Company's older-generation CFMS products include CFMS/RD, for which a year 2000 compliant version is available, and CFMS and Micro/CFMS, for which no year 2000 compliant versions are available. Licensees that are using a non-compliant version or product and are participating in one of the Company's comprehensive annual or quarterly support plans have been offered an upgrade or conversion to a year 2000 compliant version or product for no additional license fee. Licensees that are using a non-compliant version or product but are not participating in one of the Company's comprehensive annual or quarterly support plans have the option of upgrading or converting to a year 2000 compliant version or product for an additional fee. The Company has contacted all CFMS licensees. With two exceptions, these licensees have upgraded, or are scheduled to upgrade, to year 2000 compliant software. The Company has been in regular contact with those licensees that have not yet upgraded and has encouraged them to complete their upgrades before the end of the year. The Company has attempted to contact all Micro/CFMS licensees via telephone and mail to determine whether they are still using the 16 17 product. The Company will continue to attempt to contact these clients through the fourth quarter. During 1998, the Company formed a year 2000 project team and developed a project plan with goals and target dates to help assure that the Company's internal IT and non-IT systems and its mission critical vendors are prepared for the year 2000. The Company's internal IT systems are primarily comprised of the same commercial application software products licensed by the Company to its customers, which are year 2000 compliant. However, the Company also utilizes third party vendor IT and non-IT systems, including application and operating system software, network equipment, telecommunication products, electronic key entry systems, elevators and other third party products, which may or may not be year 2000 compliant. Establishing year 2000 compliance has followed a five-step process: 1) taking an inventory of all items; 2) assessing the relevance of establishing compliance for each item; 3) obtaining year 2000 compliance documentation from the vendor or manufacturer of each item; 4) testing the items for year 2000 compliance; and 5) remediating, replacing or disposing of items that failed the testing. This process was applied to our software products; third-party commercial software; internally-developed nonproduct software; computer, network and telecommunication equipment; telephone systems; and microprocessor-based equipment in the buildings occupied by the Company. External organizations have been contacted that provide the Company with mission critical services. The year 2000 readiness of these organizations has been documented, and in some cases, the Company has tested the compliance of the services. Substantially all of the year 2000 work is complete, although the Company will continue to monitor vigilantly the news of third-party software companies for year 2000 updates. Aside from distribution of the final Contingency Plans, which should occur in early December, all other work should be complete by the end of November. Costs to Address Year 2000 Issues. The costs incurred to date and estimated costs for replacing and upgrading the Company's non-compliant internal IT and non-IT systems and for engaging outside consultants to assist the Company in addressing year 2000 issues have not been material. The Company does not separately track the internal costs associated with its year 2000 readiness efforts, including developing and testing the Company's year 2000 compliant products, contacting licensees currently using a non-compliant version or product, assessing and testing the Company's internal IT and non-IT systems and verifying the year 2000 readiness of its mission critical vendors. These costs have been principally the related payroll costs for the Company's product development, customer support and internal IT groups. The Company believes that the cost of addressing its year 2000 issues will not have a material adverse effect on the Company's business, operating results or financial condition. 17 18 Risks Associated with the Company's Year 2000 Issues. Management believes that the growth in demand for the Company's products over the past several years was due in part to its customers' needs to upgrade their IT systems in preparation for the year 2000. By the end of the second quarter of 1999, most project-oriented companies that needed to convert to year 2000 compliant systems (and thus were potential customers for the Company's products) had already purchased year 2000 compliant systems. During 1999, we believe that companies have been diverting technology expenditures that could otherwise be used to purchase software products such as the Company sells to address year 2000 compliance problems. Also, we believe that a significant number of businesses are continuing to defer technology expenditures for the addition of any new software applications in an attempt to maintain the year 2000 compliance of their IT computing environment and to minimize disruption of new implementations if unforeseen year 2000 issues arise. As a result, the Company, as well as the business application software industry in general, have experienced significant deceleration from the strong annual growth rates in product revenue experienced in recent years. We anticipate that resources available to the Company's customers and potential customers for the purchase of its products likely will continue to be depressed until the full impact, if any, of year 2000 issues on their operations are known and have been addressed. There can be no assurance when companies will have completed remediation of their year 2000 issues and will have resources available for the software products like ours. Even once customer resources are again available, it may take some time for any increase in demand for business software applications to translate into meaningful increased growth in our revenues and pretax profits since our software has a relatively long sales cycle. Thus, there can be no assurance when customer demand for our products will increase or that an increase in demand will result in immediate benefits to Deltek. Accordingly, current and future shifts in customer spending and purchasing behavior could result in a material adverse effect on our business, financial condition, and results of operations or cash flows. The Company has made or intends to make available to its customers, year 2000 compliant versions of its products. There can, however, be no assurance that its customers will request and install the compliant versions or operate them only with year 2000 compliant operating systems, relational databases and other IT systems. Moreover, although the Company's year 2000 compliant products have undergone the Company's normal quality assurance procedures and some additional year 2000 testing, there can be no assurance that these products do not contain undetected errors or defects associated with the year 2000 date functions. Because IT systems incorporate hardware and software products from different vendors, it may be difficult to determine which product has caused a year 2000 problem, and thus the Company may be subjected to year 2000-related lawsuits even if the Company's products are year 2000 compliant. Any system malfunctions due to the onset of calendar year 2000 and any disputes 18 19 with customers relating to year 2000 compliance could have a material adverse effect on the Company's business, operating results and financial condition. Finally, despite the Company's efforts to address the year 2000 impact on its internal IT and non-IT systems and on the operations of its mission critical vendors, the Company may not be able to fully identify such impact or to resolve it without disruption of the Company's business and without incurring significant expense. Accordingly, if the year 2000 issues are not adequately addressed by the Company and third parties, there can be no assurance that the Company's business, operating results and financial condition will not be materially adversely affected. The Company's Contingency Plans. The Company's most reasonably likely worst case year 2000 scenarios include (i) failure of electric power and telephone services provided by third parties and (ii) failure of hardware and third party vendor software used in the Company's internal IT system. Any significant interruption in the supply of electric power or telephone service to the Company's facilities as a result of the failure of utilities or telecommunications companies to adequately address year 2000 issues would disrupt the Company's ability to conduct its business, including providing telephone support to its customers. The Company is developing contingency plans for implementation in the event that electric power or telephone service to one or more of the Company's facilities is interrupted. Depending upon the nature and scope of the interruption and the geographic areas affected, the Company may be unable to execute some or even all of its contingency plans. The plans call for a backup system of wireless telephones to replace the Company's normal telephone service, if it is not available. The contingency plans include assessing the impact of the rollover into year 2000 on the internal IT hardware and software systems and how to address failures, if they do occur. The absence of the Company's internal IT system, whether due to electrical supply problems or other failure, would disrupt the Company's ability to conduct its business. In the event of such disruptions, the plans include the preparation for employees to work at home, and the use of a manual system to log, troubleshoot and close client support calls. Finally, the plans describe the use of a telephone tree and a "year 2000 command post" to coordinate the efforts of its personnel and resources in addressing any unforeseen year 2000 problems as they arise. The contingency plans have been drafted and reviewed by key personnel, and the final plans will be distributed in early December. The Company will be actively supporting clients over the New Year's weekend. The support hours and staffing patterns are included in the contingency plans. In early December, the Company will send a final year 2000 mailing to our clients. It will provide a final status of the year 2000 readiness of the Company's products and organization. The second purpose of the mailing will be to emphasize client support over the New Year's weekend and to publish critical telephone numbers for support. The letter will include the after-hours support number and the cell phone support numbers, to be called in the event that normal telephone service is not available. The Company's year 2000 web page will be updated to provide the same information. There can be no assurance that any contingency plans will fully mitigate the impact of any year 2000 problems that the Company may experience. Forward-Looking Statements. The foregoing year 2000 discussion contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements, including without limitation, anticipated costs and the dates by which the Company expects to complete certain actions, are based on management's best current estimates, 19 20 which were derived utilizing numerous assumptions about future events, including the continued availability of certain resources, representations received from third parties and other factors. However, there can be no guarantee that these estimates will be achieved, and actual results could differ materially from those anticipated. Specific factors that might cause such material differences include, but are not limited to, the ability to identify and remediate all relevant IT and non-IT systems, results of year 2000 testing, adequate resolution of year 2000 issues by governmental agencies, businesses and other third parties who are service providers, suppliers, borrowers or customers of the Company, unanticipated system costs, the adequacy of and ability to implement contingency plans and similar uncertainties. The "forward-looking statements" made in the foregoing year 2000 discussion speak only as of the date on which such statements are made, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. FACTORS THAT MAY AFFECT FUTURE RESULTS Quarterly Variations. Our future operating results may vary from quarter to quarter depending upon a number of factors including the following: - deferral of technology expenditures due to Year 2000 concerns - demand for our products; - the size and timing of specific sales; - the delay or deferral of customer implementations; - the level of product and price competition that we encounter; - the length of our sales cycles; - our ability to attract and retain personnel; - the timing of new hires; - the timing of our new product introductions and product enhancements and of our competitors; - the mix of products and services we sell; - the activities of and acquisitions by our competitors; - the timing of our national user conference; - general economic conditions; - our ability to develop and market new software products and enhancements; and - our ability to control costs; - our ability to collect receivables. Our operating results, particularly our quarterly results could be significantly affected by the loss or delay of individual orders. Our revenues from license fees are difficult to predict because of the length and variability of our sales cycles (typically 3 to 18 months). Our operating expenses, on the other hand, are based on anticipated revenue trends. A high percentage of our operating 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 we incur expenses before obtaining anticipated revenues, our operating results could be materially adversely affected. 20 21 For certain software products, we typically grant customers a right of return for a full or partial refund of the license fee during the refund period. Refund periods generally range from 60 to 90 days from the date of the initial software delivery. Sometimes we have provided and may in the future provide longer refund periods for larger, more complex system installations. We recognize license fees upon the expiration of the applicable refund periods. The license fees are recorded as deferred revenues until recognized as revenue. Deferred revenues at the end of a quarter do not necessarily reflect revenues that the Company will recognize in a succeeding quarter. This is because customers sometimes have refund rights that will not terminate within the given quarter and the length of refund periods varies from customer to customer. Our operating results for any quarter are subject to significant variation, and we believe that period-to-period comparisons of our operating results are not necessarily meaningful and should not be relied upon as indications of future performance. We also believe that many of our potential customers will continue to defer additional software expenditures during the final quarter of 1999 and beyond and we cannot predict when customer resources will again be available for the improvement of internal business systems. Our future quarterly operating results from time to time may not meet the expectations of market analysts or investors. In that event, the price of our common stock would likely be materially adversely affected. Introduction of Project Workplace. During 1999, we have continued development on and have released Beta versions of Project Workplace, a front-office, customer relationship management (CRM) software application designed for project-oriented businesses. Our future revenue growth from software sales is dependent, in part, on our ability to successfully launch this and additional new products. CRM applications are, by their nature, difficult to develop, implement and market and may require substantial customization at customer sites. While we have targeted a general release of Project Workplace to be available for shipment in the first quarter of 2000, we cannot be certain of our ability to successfully ship the product on time and cannot predict the impact this product will have on our revenue and growth. Other Factors. For a discussion of additional factors that may affect future results, see "Factors That May Affect Future Results and Market Price of Stock" in the Company's Annual Report on Form 10-K (File No. 000-22001) which discussion is incorporated herein by reference. ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK No material changes since year-end. 21 22 PART II - OTHER INFORMATION ITEM 1 - LEGAL PROCEEDINGS The Company is not a party to any legal proceeding that would have a material impact on the Company, its operations or financial results. ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS (a)-(b)-(c)-(d) Not applicable. ITEM 3 - DEFAULTS UPON SENIOR SECURITIES None ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None ITEM 5 - OTHER INFORMATION STOCK REPURCHASE PROGRAM In November 1999 the Company's Board of Directors approved a stock repurchase program for up to 500,000 shares of its common stock. A copy of the press release relating to the program is attached as an exhibit to this report. UPDATED DESCRIPTION OF DELTEK'S PRODUCTS An updated description of Deltek's products, including Project Workplace, recently released in Beta form, and GCS Premier, unveiled at our User Conference in August 1999, is set forth below: Products Our business software applications consist of Project Workplace, Costpoint, Advantage, GCS Premier, System1, CFMS, and Electronic Timesheet. Project Workplace. Project Workplace is a fully integrated, web-enabled, employee-facing application designed to address critical customer relationship management functions. It integrates a number of applications including opportunity management, project administration, recruiting and project financials. The applications are designed to promote teamwork and create 22 23 a common synergy, to drive the focus of an entire organization toward customers and create more productive sales, customer service, project deliveries, and communication. Project Workplace extends the contact/opportunity management and after sales functions such as customer service to the needs of project-oriented companies. Project Workplace Beta Version 1.1 now consists of the following applications: - FRONT OFFICE: An easy-to-use, Web-enabled application that provides project-centric businesses with a total customer and opportunity management system. Project managers, salespeople, and marketing professionals will have the tools they need to identify and win new and "add-on" project opportunities. - TEAM PROJECTS: Organizes key project information across the business by customer, employee assignment, project communications, and other categories, and allows team members to view project information when and how they need it. It also features threaded collaboration to help identify issues, develop action plans, and reach resolutions. - PROJECT FINANCIALS: Integrates with back office financial systems to provide key financial information to project managers, and empowers project managers with high-level accounting and financial information. - TEAM RECRUITING: Streamlines the recruiting process by providing a quick path for recruiting, hiring, and retaining the right personnel for project needs. The centralized database enables project managers, business development managers, proposal personnel, and human resources staff to access and track both internal and external applicants. The following table lists the principal Project Workplace applications and features: - ---------------------------------------------------------------------------------------------------------------------------------- APPLICATION FEATURES - ---------------------------------------------------------------------------------------------------------------------------------- Front Office Customer Data Lead Tracking Document Merge Contact Profiles Access to Project Info. Client Communic. Tracking Opportunity Management Document Management Hot Flag Key Factors Search Capabilities - ---------------------------------------------------------------------------------------------------------------------------------- Team Projects Project Profiles Document Management Document Merge Project Communication References Track project Milestones Threaded Collaboration Key Success Factors Myprojectworkplace.com Project Workforce User-Defined Views - ---------------------------------------------------------------------------------------------------------------------------------- Project Financials Back Office Appl. Interface Project Data Access Multiple Views of Data Budget Performance Analysis - ---------------------------------------------------------------------------------------------------------------------------------- Team Recruiting Applicant Database Qualifications Database Back office Financial Integration Communication Tool Recruitment Proc. Tracking Team Collaboration Applicant Tracking Search Capabilities - ---------------------------------------------------------------------------------------------------------------------------------- 23 24 Costpoint. Costpoint is an advanced client/server-based, enterprise-wide business software system, consisting of over 25 integrated module applications, including the following: Financial Accounting Project Accounting Human Resource and Payroll Administration Materials Management Project Reporting Costpoint is designed to meet the specialized needs of project-oriented businesses, including: Project Costing Indirect Cost Allocation Revenue Recognition Project Budgeting Project Reporting Costpoint also meets the regulatory and reporting requirements of businesses with federal government contracts. Costpoint combines these capabilities with applications in other business system areas that are designed for the special needs of project-oriented businesses. Through its open data architecture and the use of drill-down inquiries, on-line analytical processing ("OLAP") tools and standard reports, Costpoint provides managers with timely and pertinent information. Costpoint utilizes an open, relational database architecture on the server and Microsoft Windows operating systems on the desktop client PC. It can be operated on a variety of network operating systems, including Windows NT, UNIX and Novell Netware and currently supports Oracle Systems Corporation ("Oracle"), Microsoft SQLServer, Sybase Inc. ("Sybase") and Centura Corporation ("Centura") relational databases. Costpoint was developed with extensive use of object-oriented programming techniques utilizing a fourth generation language together with C++ and database-specific stored procedures to maximize performance. As a result of this architecture, Costpoint is scaleable and can be utilized in organizations with 3 to 300 concurrent users. We began development of Costpoint in 1992 and commercially released the product in June 1995. Through September 30, 1999, we had licensed approximately 570 Costpoint systems. License fees for Costpoint systems vary depending on the number of users and sites and the number and types of modules licensed. 24 25 The following table lists the principal Costpoint application modules: - ---------------------------------------------------------------------------------------------------------------------- MODULE APPLICATIONS - ---------------------------------------------------------------------------------------------------------------------- Financial Accounting General Ledger Travel Accounts Payable Fixed Assets Accounts Receivable Workflow Consolidations Multicurrency - ---------------------------------------------------------------------------------------------------------------------- Project Accounting Project Setup Project Billing Project Reporting Project Cost and Revenue Processing Project Budgeting Project Management Interfaces - ---------------------------------------------------------------------------------------------------------------------- Human Resources and Labor Benefits Administration Payroll Labor/Payroll Interfaces Human Resources - ---------------------------------------------------------------------------------------------------------------------- Materials Management Product Definition Sales Order Entry Purchasing; Receiving Production Control Procurement Planning Routings Inventory Engineering Change Notices Bills of Material Requirements Planning - ---------------------------------------------------------------------------------------------------------------------- Reporting Tools CP Reports* CP Scope* - ---------------------------------------------------------------------------------------------------------------------- * Software licensed from third parties and sublicensed to Deltek customers. Advantage. Advantage, an integrated, project-focused accounting system for professional services firms, was designed and developed by Harper and Shuman, which we acquired in May 1998. The Advantage product currently includes comprehensive modules for financial accounting, project control, accounts payable, billing, payroll, and time and expense keeping. Advantage employs 32-bit technology, provides a superior user interface utilizing current Microsoft Windows platforms, and utilizes either Microsoft SQLServer or Access database platforms. Advantage can operate on a stand-alone PC or within a local or wide area network environment. Advantage has fewer modules, is generally less complex and easier to implement and results in a lower cost of ownership than Costpoint. Accordingly, the Company markets Advantage primarily to small and mid-sized professional services firms with relatively less complex requirements. We began development of Advantage in 1995 in response to the technical maturation of the CFMS product line. Advantage was commercially released in December 1996. Through September 30, 1999, it has been licensed to approximately 2,460 organizations, primarily architecture and engineering firms. These include 1,467 customers who have migrated from the older CFMS product line. License fees for Advantage systems vary depending on the number of the customer's employees and sites and the number and types of modules licensed. GCS Premier. GCS Premier is Deltek's new Windows-based enterprise accounting solution for small to mid-sized businesses that earn revenue from government contracts. The product was released in Beta form to select customers in August 1999. In addition to its Windows-based interface, it features flexible, state-of-the-art component based software construction achieved with MS Visual Basic 6.0 and ActiveX controls. GCS Premier was 25 26 designed specifically to ensure that our System1 customers could easily migrate to GCS without the necessity of data conversion while preserving System1's critical processing programs, complex reports and other time-tested legacy programs. GCS Premier's Windows-based front end tightly integrates with its process-oriented design. Its pull-down menus are workflow-like in their functionality and provide an intelligent, intuitive capability that makes it easy for users to learn the application by navigating from process to process. System1. System1, Deltek's original accounting system, was designed specifically for use by organizations with federal government contracts and helps these organizations comply with federal regulations. System1 is character-based, operates on Novell Netware, UNIX and Digital VAX/VMS network operating systems and utilizes a proprietary COBOL data structure. System1 consists of 23 application modules, including financial accounting, labor and payroll administration, materials management and project reporting. We intend to provide support services and product maintenance for the character-based version of System1 for the near future. We estimate that approximately 1,960 companies have licensed System1 since it was commercially released in 1985. As of September 30, 1999, approximately 1,300 licensees were continuing to pay for ongoing support services related to System1. License fees for System1 vary depending upon the number of users and sites and the number and types of modules licensed. Since our introduction of our more advanced Costpoint system, the majority of our new customers have licensed Costpoint systems, and new System1 sales have decreased in number and system size. An important element of our strategy is to license Costpoint to larger and more complex System1 customers as those customers reengineer their information systems and migrate to new client/server business software solutions. Smaller System1 customers are less likely to migrate to Costpoint because the cost of migrating to a client/server environment may be relatively high and because System1 adequately meets their needs. We estimate that larger and more complex customers comprise approximately one-third of our System1 customers. To encourage these System1 customers to migrate to Costpoint, we have offered substantial discounts to existing System1 users and provided automated data conversion programs, which provide significant assistance in the Costpoint upgrade/implementation process. We estimate that approximately one-third of the Costpoint clients had converted from System1. CFMS. The CFMS product line includes three older-generation accounting systems designed and developed for architecture and engineering firms by Harper and Shuman, which we acquired in May 1998. Through September 30, 1999, CFMS systems have been licensed to over 2,700 organizations. We intend to seek to migrate CFMS users to Advantage or Costpoint. To date, 1,467 CFMS users have migrated to the Advantage product. We plan to continue to offer telephone support services to CFMS users for the foreseeable future but do not plan to make significant software enhancements to these products. Electronic Timesheet. Electronic Timesheet is a comprehensive timesheet software application that allows employees to enter their timesheets on a daily basis on their desktop PC. Electronic Timesheet utilizes either Windows or DOS operating systems on the desktop PC and 26 27 provides a graphical, point and click interface. Electronic Timesheet enables employees to select from a list of authorized charges rather than having to enter complicated account and project numbers. This feature serves to reduce costly and time-consuming errors. After the employee electronically signs his or her timesheet, the timesheet is then forwarded through the network for manager approval. Timesheets and the appropriate labor charges can then be automatically accumulated and integrated with the accounting system, completely eliminating the paper timesheet. Electronic Timesheet allows managers to view information about employees' activities and helps them to better manage their employees. In May 1998, we introduced ET Enterprise, a client/server version of Electronic Timesheet, which is highly scaleable and operates on various relational database management systems platforms. We also provide an optional browser-based timesheet screen called Web E.T. We introduced Electronic Timesheet in January 1995. The majority of our Electronic Timesheet licensees are also licensees of Costpoint, System1, or Advantage, although the product is also sold on a stand-alone basis to users of other accounting systems. As of September 30, 1999, Electronic Timesheet had been licensed to approximately 415 customers. License fees for Electronic Timesheet vary depending on the number of employees. Allegro Product Line. We acquired the Allegro product, a software application that enables project managers to plan and monitor project resources, through the acquisition of The Allegro Group, Inc., in September 1996. In January 1999, we decided to terminate further development, sales and marketing of the Allegro product line. Our long-term plan will be to include the Allegro product functionality into a new product architecture. We do not anticipate a material adverse impact from this decision. Third-Party Products. We incorporate into our software products certain application software licensed from third parties. The Costpoint reporting tools, CP Reports and CP Scope, are both licensed from Cognos Corporation, and the System1 report-writer, Intelligent Query, is also licensed from a third party. In order to support Oracle, Sybase and Centura relational databases, Costpoint contains certain native "router" software licensed from Centura. In addition, our Costpoint customers must license applicable database software from Oracle, Sybase, Centura, or Microsoft, either directly or through Deltek. Because some customers desire a "turnkey" solution, we occasionally purchase servers, network software and other software and hardware products, which we resell or sublicense to our customers and install with Deltek products to provide a fully operational system. ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 27 Financial Data Schedule 99.1 Press Release dated November 4, 1999 (b) Reports on Form 8-K None 27 28 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. Date: November 10, 1999 DELTEK SYSTEMS, INC. By: /s/ Bryan Fleming ----------------------------------------- Bryan Fleming Controller and Treasurer (Principal Financial and Accounting Officer) 28 29 DELTEK SYSTEMS, INC. INDEX OF EXHIBITS EXHIBIT # EXHIBIT TITLE 27 Financial Data Schedule 99.1 Press Release dated November 4, 1999