United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-Q

ý Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Period Ended October 31, 2004.

o 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 0-24201

Carreker Corporation

(Exact name of registrant as specified in its charter)

Delaware		75-1622836
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

4055 Valley View Lane, #1000
Dallas, Texas		75244
(Address of principal executive office)		(Zip Code)

(972) 458-1981

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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 periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes ý No o

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date.

Common Stock, $.01 par value — 24,860,198 shares as of November 30, 2004.

CARREKER CORPORATION

Index

PART 1:	FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)

	Condensed Consolidated Balance Sheets at October 31, 2004 and January 31, 2004

	Condensed Consolidated Statements of Operations for the three and nine months ended October 31, 2004 and 2003

	Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended October 31, 2004

	Condensed Consolidated Statements of Cash Flows for the three and nine months ended October 31, 2004 and 2003

	Notes to Condensed Consolidated Unaudited Financial Statements

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3.	Quantitative and Qualitative Disclosures about Market Risk

Item 4.	Controls and Procedures

PART II:	OTHER INFORMATION

Item 1.	Legal Proceedings

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.	Defaults Upon Senior Securities

Item 4.	Submission of Matters to a Vote of Security Holders

Item 5.	Other Information

Item 6.	Exhibits

SIGNATURES

PART I: FINANCIAL INFORMATION

Item 1. Financial Statements

CARREKER CORPORATION
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands, except per share amounts)
ASSETS

	October 31,			January 31,
	2004			2004
Current assets
Cash and cash equivalents	$	26,787		$	28,605
Accounts receivable, net of allowance of $667 and $1,512 at October 31, 2004 and January 31, 2004, respectively	11,950			21,751
Prepaid expenses and other current assets	2,913			3,331
Total current assets	41,650			53,687

Property and equipment, net of accumulated depreciation of $19,480 and $17,140 at October 31, 2004 and January 31, 2004, respectively	6,918			6,690
Capitalized software costs, net of accumulated amortization of $12,197 and $11,050 at October 31, 2004 and January 31, 2004, respectively	3,083			2,028
Acquired developed technology, net of accumulated amortization of $14,618 and $11,153 at October 31, 2004 and January 31, 2004, respectively	11,082			14,547
Goodwill, net of accumulated amortization of $3,405 at October 31, 2004 and January 31, 2004	20,765			21,193
Customer relationships, net of accumulated amortization of $4,783 and $3,733 at October 31, 2004 and January 31, 2004, respectively	3,617			4,667
Deferred loan costs, net of accumulated amortization of $1,232 and $1,028 at October 31, 2004 and January 31, 2004, respectively	476			680
Other assets	1,036			1,087
Total assets	$	88,627		$	104,579

Current liabilities
Accounts payable	$	1,151		$	913
Accrued compensation and benefits	7,159			9,219
Other accrued expenses	3,274			4,520
Income tax payable	222			181
Deferred revenue	17,566			25,231
Accrued merger and restructuring costs	594			1,898
Total current liabilities	29,966			41,962
Long-term debt	—			6,250
Other long-term liabilities	481			49
Total liabilities	30,447			48,261

Commitments and Contingencies

Stockholders’ equity
Preferred stock, $.01 par value: 2,000 shares authorized; no shares issued or outstanding	—			—
Common stock, $.01 par value: 100,000 shares authorized; 24,848 and 24,357 shares issued at October 31, 2004 and January 31, 2004, respectively	249			244
Additional paid-in capital	110,714			108,757
Accumulated deficit	(52,780		)	(52,680		)
Less treasury stock, at cost: 1 common share at October 31, 2004 and January 31, 2004	(3		)	(3		)
Total stockholders’ equity	58,180			56,318
Total liabilities and stockholders’ equity	$	88,627		$	104,579

See accompanying notes.

CARREKER CORPORATION

Condensed Consolidated Statements of Operations

(Unaudited)

(In thousands, except per share amounts)

	Three Months Ended October 31,						Nine Months Ended October 31,
	2004			2003			2004			2003

Revenues:
Consulting fees	$	7,930		$	6,396		$	27,501		$	21,349
Software license fees	5,701			7,026			16,134			21,955
Software maintenance fees	11,491			11,770			32,807			34,764
Software implementation fees	4,622			4,983			11,143			14,385
Outsourcing service fees	50			—			60			—
Out-of-pocket expense reimbursements	813			1,228			2,365			3,367
Total revenues	30,607			31,403			90,010			95,820

Cost of revenues:
Consulting fees	4,555			4,936			14,166			15,193
Software license fees	2,503			2,037			5,771			5,662
Software maintenance fees	3,765			3,600			10,949			9,910
Software implementation fees	4,002			4,485			11,181			14,398
Outsourcing service fees	222			—			236			—
Out-of-pocket expenses	738			1,122			2,333			3,413
Total cost of revenues	15,785			16,180			44,636			48,576
Gross profit	14,822			15,223			45,374			47,244

Operating costs and expenses:
Selling, general and administrative	11,320			11,797			35,483			36,267
Research and development	2,520			1,876			6,102			5,522
Amortization of customer relationships	350			350			1,050			1,050
Restructuring and other charges	266			(229		)	2,978			1,233
Total operating costs and expenses	14,456			13,794			45,613			44,072
Income (loss) from operations	366			1,429			(239		)	3,172

Other income (expense):
Interest income	92			69			207			223
Interest expense	(106		)	(234		)	(336		)	(991		)
Other income	275			219			732			269
Total other income (expense)	261			54			603			(499		)
Income before provision for income taxes	627			1,483			364			2,673
Provision for income taxes	114			146			464			372
Net income (loss)	$	513		$	1,337		$	(100	)	$	2,301
Basic earnings (loss) per share	$	0.02		$	0.06		$	0.00		$	0.10
Diluted earnings (loss) per share	$	0.02		$	0.05		$	0.00		$	0.10
Shares used in computing basic earnings (loss) per share	24,821			23,812			24,623			23,635
Shares used in computing diluted earnings (loss) per share	25,589			24,645			24,623			23,820

See accompanying notes.

CARREKER CORPORATION

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)

(In thousands, except per share amounts)

	Common Stock				Additional Paid-In		Accumulated			Treasury Stock				Total Stockholders’
	Shares		Amount		Capital		Deficit			Shares	Amount			Equity
Balance at January 31, 2004	24,357		$	244	$	108,757	$	(52,680	)	1	$	(3	)	$	56,318

Cancellation of restricted stock	(20	)	—		—		—			—	—			—
Compensation expense related to issuance of restricted stock	—		—		35		—			—	—			35
Issuance of shares of common stock upon exercise of stock options	74		—		375		—			—	—			375
Net loss	—		—		—		(812		)	—	—			(812		)
Balance at April 30, 2004	24,411		244		109,167		(53,492		)	1	(3		)	55,916

Cancellation of restricted stock	(7	)	—		—		—			—	—			—
Compensation expense related to issuance of restricted stock	251		2		139		—			—	—			141
Issuance of shares of common stock upon exercise of stock options	147		2		947		—			—	—			949
Net income	—		—		—		199			—	—			199
Balance at July 31, 2004	24,802		248		110,253		(53,293		)	1	(3		)	57,205

Cancellation of restricted stock	(4	)	—		—		—			—	—			—
Compensation expense related to issuance of restricted stock	2		—		148		—			—	—			148
Issuance of shares of common stock upon exercise of stock options	48		1		313		—			—	—			314
Net income	—		—		—		513			—	—			513
Balance at October 31, 2004	24,848		$	249	$	110,714	$	(52,780	)	1	$	(3	)	$	58,180

See accompanying notes.

CARREKER CORPORATION

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

	Three Months Ended October 31,						Nine Months Ended October 31,
	2004			2003			2004			2003
Operating Activities:
Net income (loss)	$	513		$	1,337		$	(100	)	$	2,301
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization of property and equipment	826			882			2,483			2,588
Amortization of capitalized software costs and acquired developed technology	1,823			1,311			4,611			3,917
Amortization of customer relationships	350			350			1,050			1,050
Compensation expense related to issuance of restricted stock	148			52			324			87
Minority share of loss in Carretek LLC	(234		)	—			(454		)	—
Gain on sale of Cash Services Australia Pty. Limited	—			—			(539		)	—
Reduction in allowance for doubtful accounts	(275		)	(91		)	(667		)	(118		)
Amortization of deferred loan costs	67			68			204			284
Non cash reduction in merger cost accrual	—			(540		)	(1,215		)	(540		)
Changes in operating assets and liabilities:
Accounts receivable	3,571			(2,332		)	10,468			3,389
Prepaid expenses and other current assets	525			(1,574		)	1,462			(710		)
Accounts payable and accrued expenses	(451		)	164			(2,729		)	(2,918		)
Income taxes payable/receivable	87			11			41			111
Deferred revenue	(7,159		)	(4,437		)	(7,665		)	(240		)
Net cash provided by (used in) operating activities	(209		)	(4,799		)	7,274			9,201
Investing Activities:
Purchases of property and equipment	(1,346		)	(279		)	(2,711		)	(849		)
Computer software costs capitalized	(593		)	(204		)	(2,201		)	(204		)
Purchase of acquired developed software	—			(1,500		)	—			(1,500		)
Net cash used in investing activities	(1,939		)	(1,983		)	(4,912		)	(2,553		)
Financing Activities:
Payments on long-term debt	—			—			(6,250		)	(12,500		)
Payments of deferred loan costs	—			—			—			(456		)
Proceeds from exercises of stock options	314			384			1,638			384
Minority interest and minority shareholder loan to Carretek LLC	172			98			432			98
Net cash provided by (used in) financing activities	486			482			(4,180		)	(12,474		)
Net decrease in cash and cash equivalents	(1,662		)	(6,300		)	(1,818		)	(5,826		)
Cash and cash equivalents at beginning of period	28,449			27,460			28,605			26,986
Cash and cash equivalents at end of period	$	26,787		$	21,160		$	26,787		$	21,160

Supplemental disclosures of cash flow information:
Cash paid for interest	$	38		$	79		$	147		$	748
Cash paid for income taxes, net	$	11		$	118		$	393		$	248

See accompanying notes.

Carreker Corporation

Notes to Condensed Consolidated Unaudited Financial Statements
For the Three and Nine Months Ended October 31, 2004 and 2003

1. Description of Business

Carreker Corporation (“the Company,” “Carreker,” “our,” “we”) provides payments-related software and consulting solutions to financial institutions and financial service providers. These solutions help the Company’s customers set winning strategies in their payment businesses; improve operational efficiency in how payments are processed; enhance revenue and profitability from payments-oriented products and services; reduce losses associated with fraudulent payment transactions; and/or improve the alignment of product offerings with customer needs.

2. Summary of Significant Accounting Procedures

Principles of Consolidation and Presentation

The condensed consolidated unaudited financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

In the three and nine months ended October 31, 2004, the consolidated financial statements also contain Carretek LLC which is a 51% owned subsidiary. The minority interest and minority interest in income (loss) of Carretek LLC represents the 49% minority stockholders’ investment and share of the loss of this consolidated subsidiary.

The accompanying condensed consolidated unaudited financial statements and notes have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission for Form 10-Q and include all of the information and disclosures required by generally accepted accounting principles for interim financial reporting. The accompanying financial statements reflect all adjustments, (consisting of normal recurring entries) which in the opinion of management are necessary for a fair presentation of the results for the interim periods presented. The results of operations, for the three and nine months ended October 31, 2004, are not necessarily indicative of full-year results.

Certain prior year amounts have been reclassified to conform to the current year presentation. For the three months ended October 31, 2003, selling, general and administrative expenses have been reduced by $356,000, while cost of sales-software maintenance fees, cost of sales-software implementation fees and research and development expenses increased $142,000, $72,000 and $142,000, respectively. Additionally, for the nine months ended October 31, 2003, selling, general and administrative expenses have been reduced by $666,000, while cost of sales-software maintenance fees, cost of sales-software implementation fees and research and development expenses increased $266,000, $134,000 and $266,000, respectively. These reclassifications were made to conform to the presentation of certain information technology costs in the three and nine months ended October 31, 2004.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the use of estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. As discussed below, the Company makes significant estimates and assumptions in the areas of accounts receivable, impairment of intangibles and revenue recognition. Although the Company believes that the estimates and assumptions are reasonable, actual results may differ, and such differences could be significant to the Company’s financial results.

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. Cash and cash equivalents consist primarily of demand deposit accounts and shares in a demand money market account comprised of domestic and foreign commercial paper, certificates of deposit and U.S. government obligations which are maintained with nationally recognized financial institutions.

Foreign Currency Translation

The Company considers the U.S. Dollar to be the functional currency for its international subsidiaries. All remeasurement adjustments are recorded in the consolidated statement of operations.

Accounts Receivable and Concentration of Credit Risk

Financial instruments, which potentially subject the Company to concentration of credit risk consist principally of temporary cash investments and accounts receivable. The Company places temporary cash investments with major banks and limits its exposure with any one financial institution.

A significant portion of the Company’s business consists of providing consulting services and licensing software to major domestic and international banks, which gives rise to a concentration of credit risk in receivables. Because the Company’s accounts receivable are typically unsecured, the Company periodically evaluates the collectibility of its accounts based on a combination of factors, including a particular customer’s ability to pay as well as the age of receivables. In cases where the evidence suggests a customer may not be able to satisfy its obligation to the Company or if the collection of the receivable becomes doubtful due to a dispute that arises subsequent to the delivery of the Company’s products and services, the Company sets up a reserve in an amount determined appropriate for the perceived risk. Most of the Company’s contracts include multiple payment milestones, some of which occur in advance of revenue recognition, which mitigates the risk both in terms of collectibility and adjustments to recorded revenue. Write-offs of receivables during the three months ended October 31, 2004 and 2003 were $45,000 and $76,000, respectively. Write-offs of receivables during the nine months ended October 31, 2004 and 2003 were $179,000 and $181,000, respectively.

The fair value of accounts receivable approximates the carrying amount of accounts receivable.

Accounts receivable, net of related deferred revenue and allowances, consist of the following (in thousands):

	October 31,			January 31,
	2004			2004
Gross accounts receivable	$	38,207		$	65,109
Less related deferred revenue	(25,590		)	(41,846		)
Less allowance for doubtful accounts	(667		)	(1,512		)
Net accounts receivable	$	11,950		$	21,751

Property and Equipment

Property and equipment are stated at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets, generally from three to five years. Leasehold improvements are amortized using the straight-line method over the shorter of the terms of the related leases or the respective useful lives of the assets. The components of property and equipment are as follows (in thousands):

	October 31,			January 31,
	2004			2004
Furniture	$	5,098		$	5,070
Equipment and software	20,032			17,686
Leasehold improvements	1,268			1,074
Total cost	26,398			23,830

Less accumulated depreciation and amortization	(19,480		)	(17,140		)
Net property and equipment	$	6,918		$	6,690

The Company accounts for the costs of computer software developed or obtained for internal use in accordance with Statement of Position 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use”. The Company capitalizes costs of consultants, and payroll and payroll-related costs for employees incurred in developing internal-use computer software. These costs are included in “Equipment and Software”. Costs incurred during preliminary project and post-implementation stages are charged to expense.

Long Lived Assets

The Company accounts for goodwill and other intangible assets in accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets,” (SFAS 142). Under the provisions of SFAS 142, an annual assessment of goodwill impairment is performed. This assessment involves the use of estimates related to fair market values of the Company’s reporting units with which the goodwill is associated. The assessment of goodwill impairment in the future will be impacted if future operating cash flows of the Company’s reporting units decline, which would result in decreases in the related estimate of fair market value. The Company performs its annual impairment analysis as of November 1^st of each year and whenever facts and circumstances indicate impairment may exist. Intangible assets not subject to amortization are tested annually for impairment, and are tested for impairment more frequently if events and circumstances indicate that an asset might be impaired. An impairment loss is recognized to the extent that the carrying amount exceeds the asset’s fair value.

The Company accounts for long lived assets in accordance with Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” (SFAS 144). Under the provisions of SFAS 144, long-lived assets, such as property, plant and equipment and purchased intangibles subject to amortization, are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the assets exceeds the fair value of the asset.

Deferred Loan Costs

Deferred loan costs consist of loan closing costs and other administrative expenses associated with the Revolving Credit Agreement. On July 31, 2003, the Revolving Credit Agreement was amended as described in Note 4. In connection with this amendment, the Company incurred approximately $456,000 of deferred loan costs. These costs, along with the net book value of the original deferred loan costs, are being amortized to interest expense over the 36 month life of the Revolving Credit Agreement.

Capitalized Software Costs and Acquired Developed Technology

The Company capitalizes the development costs of software, other than internal-use software, in accordance with Statement of Financial Accounting Standards No. 86, “Accounting for Costs of Computer Software to be Sold, Leased or Otherwise Marketed” (“SFAS 86”). The Company’s policy is to capitalize software development costs incurred in developing a product once technological feasibility of the product has been established. Technological feasibility of the product is determined after completion of a detailed program design and a determination has been made that any uncertainties related to high-risk development issues have been resolved. If the process of developing the product does not include a detail program design, technological feasibility is determined only after completion of a working model. All software development costs capitalized are amortized using an amount determined as the greater of: (1) the ratio that current gross revenues for a capitalized software project bear to the total of current and estimated future gross revenues for that project or (2) the straight-line method over the remaining economic life of the product (generally three to six years). The Company capitalized $593,000 and $204,000 of software development costs in the three months ended October 31, 2004 and 2003, respectively. The Company capitalized $2.2 million and $204,000 of software development costs in the nine months ended October 31, 2004 and 2003, respectively. The Company developed software for sending and receiving check images, and is currently developing software for distributed capture of checks and check images and extending the functionality of the anti-money laundering software discussed below. The products reached technological feasibility in the latter half of fiscal 2003 and accordingly certain costs subsequently incurred were capitalized under SFAS 86.

The Company recorded amortization relating to software development costs capitalized of $668,000 and $239,000 in the three months ended October 31, 2004 and 2003, respectively. The Company recorded amortization relating to software development costs capitalized of $1.1 million and $786,000 in the nine months ended October 31, 2004 and 2003, respectively. The increase in the amortization is the result of approximately $380,000 of amortization related to the ExchgLink product which was made generally available in the three months ended October 31, 2004. Amortization expense is recorded as a component of cost of software license fees in the accompanying consolidated statements of operations.

Revenue Recognition

The Company’s revenue recognition policies are in accordance with Statement of Position (“SOP”) 97-2, “Software Revenue Recognition,” as amended by SOP 98-9, “Modification of SOP 97-2, Software Revenue Recognition with Respect to Certain Transactions,” Staff Accounting Bulletin (“SAB”) No. 104, Revenue Recognition and Emerging Issues Task Force (“EITF”) No. 00-21, “Revenue Arrangements with Multiple Deliverables.” In the case of software arrangements that require significant production, modification, or customization of software, or the license agreement requires the Company to provide implementation services that are determined to be essential to other elements of the arrangement, the Company follows the guidance in SOP 81-1, “Accounting for Performance of Construction — Type and Certain Production — Type Contracts.”

Consulting Fees. The Company employs three primary pricing methods in connection with its delivery of consulting services. First, the Company may price its delivery of consulting services on the basis of time and materials, in which case the customer is charged agreed-upon daily rates for services performed and out-of-pocket expenses. In this case, the Company is generally paid fees and related amounts usually on a monthly basis, and the Company recognizes revenues as the services are performed. Second, the Company may deliver consulting services on a fixed-price basis. In this case, the Company is paid on a monthly basis or pursuant to an agreed upon payment schedule, and the Company recognizes revenues on a percentage-of-completion basis. The Company believes that this method is appropriate because of its ability to determine performance milestones and determine dependable estimates of its costs applicable to each phase of a contract. Because financial reporting of these contracts depends on estimates, which are assessed continually during the term of the contract, costs are subject to revisions as the contract progresses. Anticipated losses on fixed-price contracts are recognized when estimatable. Third, the Company may deliver consulting services pursuant to a value-priced contract with the customer. In this case, the Company is paid, on an agreed upon basis with the customer, either a specified percentage of (1) the projected increased revenues and/or decreased costs that are expected to be derived by the customer generally over a period of up to twelve months following implementation of its solution or (2) the actual increased revenues and/or decreased costs experienced by the customer generally over a period of up to twelve months following implementation of its solution, subject in either case to a maximum, if any is agreed to, on the total amount of payments to be made to the Company. The Company must first commit time and resources to develop projections associated with value-pricing contracts before a customer will commit to purchase its solutions, and the Company therefore assumes the risk of making these commitments with no assurance that the customer will purchase the solution. Costs associated with these value-pricing contracts are expensed as incurred. These contracts typically include payments to be made to the Company pursuant to an agreed upon schedule ranging from one to twelve months in length. The Company recognizes revenues generated from consulting services in connection with value-priced contracts based upon projected results only upon completion of all services and agreement upon the actual fee to be paid (even though billings for these services may be delayed by mutual agreement for periods not to exceed twelve months). In an effort to allow customers to more closely match expected benefits from services with payments to the Company, the Company on occasion, may offer payment terms which extend beyond 12 months. When the Company enters into an agreement which has a significant component of the total amount payable under the agreement due beyond 12 months or if it is determined payments are not fixed and determinable at the date the agreement was entered into, revenue under the arrangement will be recognized as payments become due and payable. When fees are to be paid based on a percentage of actual revenues and/or savings to customers, the Company recognizes revenues only upon completion of all services and as the amounts of actual revenues or savings are confirmed by the customer with a fixed payment date.

Costs associated with time and materials, fixed-priced and value-priced consulting fee arrangements are expensed as incurred and are included as a component of the cost of consulting fees.

The Company expects that value-pricing contracts will continue to account for a significant portion of its revenues in the future. As a consequence of the use of value-pricing contracts and due to the revenue recognition policy associated with those contracts, the Company’s results of operations will likely fluctuate significantly from period to period.

Regardless of the pricing method employed by the Company in a given contract, the Company is typically reimbursed on a monthly basis for out-of-pocket expenses incurred on behalf of its customers.

Software License Fees. A software license is sold either together with implementation services or on a stand-alone basis. The Company is usually paid software license fees in one or more installments, as provided in the customer’s contract but not to exceed twelve months. The Company recognizes software license revenue upon execution of a contract and delivery of the software, provided that the license fee is fixed and determinable, no significant production, modification or customization of the software is required and collection is considered probable by management. When the software license arrangement requires the Company to provide implementation services that are essential to the functionality of the software or significant production, customization or modification of the software is required, both the product license revenue and implementation fees are recognized as services are performed.

In certain instances, especially with recently developed software, the Company defers software license revenue recognition until the services are completed and the project is accepted by the customer. This practice is followed for the first two installations of a recently developed software product. After two successful implementations, the product is considered generally available (“GA”).

Software licenses are often sold as part of a multiple element arrangement that may include maintenance, implementation or consulting. The Company determines whether there is vendor specific objective evidence of fair value (“VSOEFV”) for each element identified in the arrangement to determine whether the total arrangement fees can be allocated to each element. If VSOEFV exists for each element, the total arrangement fee is allocated based on the relative fair value of each element. In cases where there is not VSOEFV for each element, or if it is determined services are essential to the functionality of the software being delivered, or if significant production, modification or customization of the software is required, the Company initially defers revenue recognition of the software license fees until VSOEFV is established or the services are performed. However, if VSOEFV is determinable for all of the undelivered elements, and assuming the undelivered elements are not essential to the delivered elements, the Company will defer recognition of the full fair value related to the undelivered elements and recognize the remaining portion of the arrangement value through application of the residual method. Where VSOEFV has not been established for certain undelivered elements, revenue for all elements is deferred until those elements have been delivered or their fair values have been determined. Evidence of VSOEFV is determined for software products based on actual sales prices for the product sold to a similar class of customer and based on pricing strategies set forth in the Company’s price book. Evidence of VSOEFV for services (implementation and consulting) is based upon standard billing rates and the estimated level of effort for individuals expected to perform the related services. The Company establishes VSOEFV for maintenance agreements using the percentage method such that VSOEFV for maintenance is a percentage of the license fee charged annually for a specific software product, which in most instances is 20% of the portion of arrangement fees allocated to the software license element.

Although substantially all of the Company’s current software licenses provide for a fixed price license fee, some licenses instead provide for the customer to pay a monthly license fee based on actual use of the software product. The level of license fees earned by the Company under these arrangements will vary based on the actual amount of use by the customer. Revenue under these arrangements is recognized on a monthly basis as the usage becomes determinable.

Software Maintenance Fees. In connection with the sale of a software license, a customer may elect to purchase software maintenance services. Most of the customers that purchase software licenses from the Company also purchase software maintenance services, which typically are renewed annually. The Company charges an annual maintenance fee, which is typically a percentage of the initial software license fee. The annual maintenance fee generally is paid to the Company at the beginning of the maintenance period, and the Company recognizes these revenues ratably over the term of the related contract. If the annual maintenance fee is not paid at the beginning of the maintenance period, the Company defers revenue recognition until the time that the maintenance fee is paid by the customer. The Company normally continues to provide maintenance service while awaiting payment from customers. When the payment is received, revenue is recognized for the period that revenue was previously deferred. This may result in volatility in software maintenance revenue from period to period.

Software Implementation Fees. In connection with the sale of a software license, a customer may elect to purchase software implementation services, including software enhancements and other software services. Most of the customers that purchase software licenses from the Company also purchase software implementation services. The Company prices its implementation services on a time-and-materials or on a fixed-price basis, and the Company recognizes the related revenues as services are performed. Costs associated with these engagements are expensed as incurred.

The Company’s contracts typically do not include right of return clauses, and as a result, the Company does not record a provision for returns.

Royalties

In connection with software license and maintenance agreements entered into with certain banks and purchase agreements with vendors under which the Company acquired software technology used in products sold to its customers, the Company is required to pay royalties on sales of certain software products. Under these arrangements, the Company accrues royalty expense when the associated revenue is recognized. For current product offerings, the royalty percentages generally range from 20% to 50% of the associated revenues. Approximately $685,000 and $718,000 of royalty expense was recorded under these agreements in the three months ended October 31, 2004 and 2003, respectively, and $1.4 million and $1.7 million in the nine months ended October 31, 2004 and 2003. Royalty expense is included as a component of the cost of software license fees and cost of software maintenance fees in the accompanying condensed consolidated statements of operations.

Deferred Revenue

Deferred revenue represents amounts paid by customers under terms specified in consulting, software licensing, and maintenance contracts for which completion of contractual terms or delivery of the software has not occurred.

Deferred revenue and advance payments from customers consist of the following (in thousands):

	October 31,			January 31,
	2004			2004
Deferred software maintenance fees	$	24,059		$	44,117
Deferred software implementation and license fees	19,097			22,960
	43,156			67,077
Less related accounts receivable	(25,590		)	(41,846		)
	$	17,566		$	25,231

Research and Development Costs

Research and development costs, which are not subject to capitalization under Statement of Financial Accounting Standards (SFAS) 86, “Accounting for the Cost of Computer Software to be Sold, Leased, or Otherwise Marketed,” are expensed as incurred and relate mainly to the development of new products (prior to achieving technological feasibility), new features or enhancements for existing products or applications. Sustaining maintenance activities are expensed as incurred and charged to cost of revenues-software maintenance fees.

Other income

Other income is comprised of the following (in thousands):

	Three Months Ended October 31,						Nine Months Ended October 31,
	2004			2003			2004			2003
Gain on sale of Cash Services Australia Pty. Limited	$	—		$	—		$	539		$	—
Equity in earnings (loss) of Cash Services Australia Pty. Limited	—			68			(17		)	142
Minority share of net loss of Carretek LLC	234			—			454			—
Foreign exchange gains (losses)	43			161			(245		)	114
Other	(2		)	(10		)	1			13
Total	$	275		$	219		$	732		$	269

In April 2004, the Company sold its 25% interest in Cash Services Australia Pty. Limited. The carrying value of this investment was approximately $383,000 and the Company received $922,000 in proceeds collected in May 2004. As a result of this transaction, the Company recorded a $539,000 gain.

During fiscal 2003, the Company formed Carretek LLC (“Carretek”), in which the Company owns a 51% interest, to offer financial institutions offshore centric outsourcing of their business processes. The minority interest in this loss was recorded in other income (expense) and was $234,000 and $0 for the three months ended October 31, 2004 and 2003, and $454,000 and $0 for the nine months ended October 31, 2004 and 2003, respectively.

Income Taxes

The Company accounts for income taxes using the liability method, whereby deferred tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. The measurement of deferred tax assets is adjusted by a valuation allowance, if necessary, to recognize the extent to which, based on available evidence, it is more likely than not that the future tax benefits will not be realized.

Earnings Per Share

Basic earnings per share is computed using the weighted average number of shares of common stock outstanding during each period. Diluted earnings per share is computed using the weighted average number of shares of common stock outstanding during each period and common equivalent shares consisting of stock options (using the treasury stock method), if such stock options have a dilutive effect in the aggregate.

Stock-Based Compensation

The Company has elected to follow Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” in accounting for its employee and director stock options. Under APB 25, if the exercise price of a stock option equals or exceeds the market price of the underlying stock on the date of grant, no compensation expense is recognized. In October 1995, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) 123, “Accounting for Stock-Based Compensation.” SFAS 123 allows the Company to continue to follow the present APB Opinion 25 guidelines, but requires pro-forma disclosures of net income and earnings per share as if the Company had adopted the provisions of the Statement. In December 2002, the FASB issued SFAS 148, “Accounting for Stock-Based Compensation — Transition and Disclosure — an Amendment of FASB Statement No.123,” which provides alternative methods of transition for an entity that voluntarily changes to the fair value based method of accounting for stock-based employee compensation. The Company continues to account for stock-based compensation under the provisions of APB Opinion 25 using the intrinsic value method.

Had compensation cost for stock-based compensation plans been determined based on the fair value at the grant dates for awards under those plans in accordance with the provisions of SFAS 123, net income (loss) and net income (loss) per share would have been as follows (in thousands, except per share data):

	Three Months Ended October 31,						Nine Months Ended October 31,
	2004			2003			2004			2003
Net income (loss), as reported	$	513		$	1,337		$	(100	)	$	2,301
Stock compensation expense recorded under the intrinsic value method	148			52			324			87
Pro forma stock compensation expense computed under the fair value method	(1,493		)	(1,113		)	(3,914		)	(3,390		)
Pro forma net income (loss)	$	(832	)	$	276		$	(3,690	)	$	(1,002	)

Basic earnings (loss) per common share, as reported	$	0.02		$	0.06		$	0.00		$	0.10
Diluted earnings (loss) per common share, as reported	$	0.02		$	0.05		$	0.00		$	0.10
Pro forma basic earnings (loss) per common share	$	(0.03	)	$	0.01		$	(0.15	)	$	(0.04	)
Pro forma diluted earnings (loss) per common share	$	(0.03	)	$	0.01		$	(0.15	)	$	(0.04	)

The Company calculated the estimated fair value of each stock option using the Black-Scholes option-pricing model and utilized the following assumptions:

	Three Months Ended October 31,						Nine Months Ended October 31,
	2004			2003			2004			2003
Volatility	0.746			0.954			0.794			0.955
Weighted-average expected lives	4.500			4.500			4.500			4.500
Expected dividend yields	—			—			—			—
Weighted-average risk-free interest rates	4.25		%	3.21		%	3.93		%	2.55		%
Weighted-average fair value of options granted	$	5.62		$	3.90		$	5.93		$	3.09

Risks and Uncertainties

The Company’s future results of operations and financial condition could be impacted by the following factors, among others: dependence on the banking industry, decline in check volumes, fluctuations in operating results, lack of long-term agreements, dependence on key personnel, product liability, rapid technological change and dependence on new products, focus on providing business process outsourcing with significant offshore component, ability to attract and retain qualified personnel, customer concentration, competition, potential strategic alliances and acquisitions, proprietary rights, infringement claims, dependence on third parties for technology licenses, liability claims, pending lawsuits, stock price fluctuations, international operations, use of independent contractors, changing government and tax regulations, anti-takeover provisions in our charter, impairment of goodwill or intangible assets and realization of revenue from contracted sales, potential sales and backlog.

Financial Guarantees

The following is a summary of the applicable guarantees and indemnifications:

Under the terms of the majority of the Company’s software license agreements with its customers, the Company agrees that in the event the software sold infringes upon any patent, copyright, trademark, or any other proprietary right of a third party, it will indemnify its customer licensee, against any loss, expense, or liability from any damages that may be awarded against its customer. The Company includes this infringement indemnification in all of its software license agreements. In the event the customer cannot use the software or service due to infringement and the Company cannot obtain the right to use, replace or modify the license or service in a commercially feasible manner so that it no longer infringes, then the Company may terminate the license and provide the customer a pro-rata refund of the fees paid by the customer for the infringing license or service. The Company has recorded no liability associated with this indemnification, as it is not aware of any pending or threatened infringement actions that are probable losses. The Company believes the estimated fair value of these intellectual property indemnification clauses is minimal.

The Company has agreed to indemnify members of the board of directors, officers and certain key employees of the Company, if they are made a party or are threatened to be made a party to any proceeding (other than an action by or in the right of the Company) by reason of the fact that they are acting in their capacities on behalf of the Company, or by reason of anything done or not done by them in any such capacities. The indemnity is for any and all expenses and liabilities of any type whatsoever (including but not limited to, judgments, fines and amounts paid in settlement) actually and reasonably incurred by the directors or officers in connection with the investigation, defense, settlement or appeal of such proceeding, provided they acted in good faith. The Company maintains insurance coverage for directors and officers liability (“D&O insurance”). No maximum liability is stipulated in these agreements that include indemnifications of members of the board of directors, officers and certain key employees of the Company. The Company has recorded no liability associated with these indemnifications as it is not aware of any pending or threatened actions or claims against its members of board of directors or officers that are probable losses in excess of amounts covered by its D&O insurance. As a result of the insurance policy coverage, the Company believes the estimated fair value of these indemnification agreements is minimal.

Recently Issued Accounting Standards

In January 2003, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards Board Interpretation No. 46, “Consolidation of Variable Interest Entities, an Interpretation of ARB No. 41 (FIN 46).” In December 2003, the FASB modified FIN 46 to make certain technical corrections and address certain implementation issues that had arisen subsequently referred to as “FIN 46R”. FIN 46 and FIN 46R provides a new framework for identifying variable interest entities (VIEs) and determining when a company should include these assets, liabilities, non-controlling interests and results of activities of a VIE in its consolidated financial statements.

In general, a VIE is a corporation, partnership, limited liability corporation, trust or any other legal structure used to conduct activities or hold assets that either (1) has an insufficient amount of equity to carry out its principal activities without additional subordinated financial support, (2) has a group of equity owners that are unable to make significant decisions about its activities, or (3) has a group of equity owners that do not have the obligation to absorb losses or the right to receive returns generated by its operations.

The Company adopted the provisions of FIN 46 and FIN 46R as of April 30, 2004. The effect of adopting the provisions of FIN 46 and FIN 46R was not material.

3. Goodwill and Intangible Assets

The Company adopted SFAS No. 142, “Goodwill and Other Intangible Assets,” effective February 1, 2002. Under SFAS 142, goodwill and intangible assets deemed to have indefinite lives are no longer amortized but are subject to annual impairment tests in accordance with this statement. Other intangible assets, which include acquired developed technology and customer relationships, will continue to be amortized over their useful lives.

Customer relationships with definite useful lives are amortized on a straight-line basis, which resulted in amortization expense of $350,000 for the three months ended October 31, 2004 and 2003, respectively, and $1.1 million for the nine months ended October 31, 2004 and 2003.

The following table sets forth the estimated amortization expense of customer relationships for the indicated fiscal years ending January 31 (in thousands):

Period	Amount
November 1, 2004 — January 31, 2005	$	350
Fiscal year ending January 31, 2006	1,400
Fiscal year ending January 31, 2007	1,400
Fiscal year ending January 31, 2008	467

Certain accrued liabilities were recorded during the acquisition of Check Solutions Company in June 2001. During the nine months ended October 31, 2004, these estimates were revised and $428,000 of these accrued liabilities were reversed and recorded as an adjustment to Goodwill.

7. Earnings Per Share

The following table sets forth the computation of basic and diluted earnings (loss) per share (in thousands, except per share amounts):

	Three Months Ended October 31,				Nine Months Ended October 31,
	2004		2003		2004			2003
Basic earnings (loss) per share:
Net income	$	513	$	1,337	$	(100	)	$	2,301

Weighted average shares outstanding	24,821		23,812		24,623			23,635

Basic earnings (loss) per share	$	0.02	$	0.06	$	0.00		$	0.10

Diluted earnings (loss) per share:
Net earnings (loss)	$	513	$	1,337	$	(100	)	$	2,301

Weighted average shares outstanding	24,821		23,812		24,623			23,635
Assumed conversion of employee stock options	768		833		—			185
Shares used in diluted earnings per share calculation	25,589		24,645		24,623			23,820

Diluted earnings (loss) per share	$	0.02	$	0.05	$	0.00		$	0.10

Options totaling 1,955,533 and 2,516,118, for the three months ended October 31, 2004 and 2003, respectively, and 1,480,522 and 4,218,207, for the nine months ended October 31, 2004 and 2003 have been excluded from the diluted earnings per share computation as the options were anti-dilutive.

8. Contingencies

On June 15, 2004, by mutual agreement between the parties, Civil Action No. 303CV1211-M was reinstated in the United States District Court for the Northern District of Texas, Dallas Division. This action was originally filed on May 29, 2003, in the United States District Court for the Northern District of Texas, Dallas Division as Civil Action no. 303CV1211-D. On January 15, 2004, the Court, acting upon the joint motion of the parties, dismissed the action without prejudice. This action was brought as a shareholders’ derivative action pursuant to Rule 23.1, Fed.R.Civ.P. for the benefit of Nominal Defendant Carreker Corporation against certain of its current and former officers and directors, i.e., John D. Carreker, Jr., James D. Carreker, Richard R. Lee, Jr., James L. Fischer, Donald L. House, David K. Sias, Terry L. Gage, James R. Erwin, Ronald G. Steinhart and Ronald Antinori, seeking to remedy their individual breaches of fiduciary duty, including their knowing violations of Generally Accepted Accounting Principles (“GAAP”), knowing violations of federal and state securities laws, acts of bad faith and other breaches of fiduciary duty. The plaintiff seeks redress (the form of, among others, unspecified amounts of compensatory damages, interest and costs, including legal fees) for injuries to the Company and its shareholders caused by Defendants’ misfeasance and/or malfeasance during the period from May 20, 1998 through December 10, 2002.

On June 2, 2003, in the District Court, Dallas County, Texas, Walter Evans brought a shareholders’ derivative action, for the benefit of Nominal Defendant Carreker Corporation against James D. Carreker, John D. Carreker, Jr., James R. Erwin, James L. Fischer, Michael D. Hansen, Donald L. House, Richard R. Lee, Jr., David K. Sias, Ronald J. Steinhart, and Ernst & Young, LLP and Carreker Corporation, Nominal Defendant (Cause No. 0305505). The complaint alleges that the director defendants breached their fiduciary duty to the company. In addition the complaint makes certain allegations against the company’s independent auditors Ernst & Young LLP. The complaint seeks unspecified amounts of compensatory damages, as well as interest and costs, including legal fees from the director defendants.

On April 16, 2003 the United States District Court for the Northern District of Texas, Dallas Division, issued an order consolidating a number of purported class action lawsuits against the Company, John D. Carreker Jr. and Terry L. Gage into a Consolidated Action styled In re Carreker Corporation Securities Litigation, Civil Action No. 303CV0250-M. Also, on March 3, 2003, Claude Alton Coulter filed a purported class action lawsuit (Civil Action No. 503-CV-5-Q) against the Company, John D. Carreker Jr. and Terry L. Gage in the United States District Court for the Eastern District of Texas, Texarkana Division. These complaints, filed on behalf of purchasers of the Company’s common stock between May 20, 1998 and December 10, 2002, inclusive, allege violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 against all defendants and violations of Section 20(a) of the Exchange Act against the individual defendants. These complaints also allege, among other things, that defendants artificially inflated the value of the Company’s stock by knowingly or recklessly misrepresenting the Company’s financial results during the purported class period. The plaintiffs are seeking unspecified amounts of compensatory damages, interest and costs, including legal fees.

The Company and individual defendants deny the allegations in these complaints and intend to defend themselves vigorously. It is not possible at this time to predict whether the Company will incur any liability or to estimate the damages, or the range of damages, if any, that the Company might incur in connection with these lawsuits. The ultimate resolution of these lawsuits could have a material adverse effect on the Company's business, results of operations, financial condition and cash flows.

The Company is periodically involved in various other legal actions and claims which arise in the normal course of business. In the opinion of management, the final disposition of these matters are not expected to have a material adverse effect on the Company’s financial position or results of operations.

9. Business Segments and Revenue Concentration

The tables below show revenues and income (loss) from operations for the periods indicated for our three reportable business segments: Revenue Enhancement, Global Payments Technologies and Global Payments Consulting. Certain prior year amounts have been reclassified to conform with the current year business segment presentation. Our customer projects are sold on a solution basis, so it is necessary to break them down by segment and allocate accordingly. Included in “Corporate Unallocated” are costs related to selling and marketing, unallocated corporate overhead expense and general software management. Business segment results include costs such as research and development expense as well as product royalty expense, the amortization of intangible assets and restructuring and other charges, were as follows (in thousands):

	Three Months ended October 31, 2004
	Revenue Enhancement		Global Payments Technologies		Global Payments Consulting			Corporate Unallocated			Total
Revenues:
Consulting fees	$	7,141	$	—	$	789		$	—		$	7,930
Software license fees	25		5,676		—			—			5,701
Software maintenance fees	371		10,956		164			—			11,491
Software implementation fees	161		4,393		68			—			4,622
Outsourcing services fees	—		—		—			50			50
Out-of-pocket expense reimbursements	289		369		155			—			813
Total revenues	$	7,987	$	21,394	$	1,176		$	50		$	30,607

Income (loss) from operations before amortization of customer relationships and restructuring and other charges	$	3,350	$	4,754	$	(588	)	$	(6,534	)	$	982

Amortization of customer relationships	—		350		—			—			350
Restructuring and other charges	—		—		199			67			266
Income (loss) from operations	$	3,350	$	4,404	$	(787	)	$	(6,601	)	$	366

	Three Months ended October 31, 2003
	Revenue Enhancement		Global Payments Technologies			Global Payments Consulting			Corporate Unallocated			Total
Revenues:
Consulting fees	$	6,151	$	35		$	210		$	—		$	6,396
Software license fees	646		6,350			30			—			7,026
Software maintenance fees	410		11,158			202			—			11,770
Software implementation fees	301		4,401			281			—			4,983
Out-of-pocket expense reimbursements	378		759			91			—			1,228
Intercompany revenue	—		(126		)	126			—			—
Total revenues	$	7,886	$	22,577		$	940		$	—		$	31,403

Income (loss) from operations before amortization of customer relationships and restructuring and other charges	$	2,985	$	5,935		$	(762	)	$	(6,608	)	$	1,550

Amortization of customer relationships	—		350			—			—			350
Restructuring and other charges	—		(540		)	—			311			(229		)
Income (loss) from operations	$	2,985	$	6,125		$	(762	)	$	(6,919	)	$	1,429

	Nine Months ended October 31, 2004
	Revenue Enhancement		Global Payments Technologies			Global Payments Consulting			Corporate Unallocated			Total
Revenues:
Consulting fees	$	24,979	$	350		$	2,172		$	—		$	27,501
Software license fees	217		15,884			33			—			16,134
Software maintenance fees	755		31,426			626			—			32,807
Software implementation fees	476		10,234			433			—			11,143
Outsourcing services fees	—		—			—			60			60
Out-of-pocket expense reimbursements	1,083		936			346			—			2,365
Total revenues	$	27,510	$	58,830		$	3,610		$	60		$	90,010

Income (loss) from operations before amortization of customer relationships and restructuring and other charges	$	12,959	$	12,302		$	(1,417	)	$	(20,055	)	$	3,789

Amortization of customer relationships	—		1,050			—			—			1,050
Restructuring and other charges	1,747		(639		)	199			1,671			2,978
Income (loss) from operations	$	11,212	$	11,891		$	(1,616	)	$	(21,726	)	$	(239	)

	Nine Months ended October 31, 2003
	Revenue Enhancement		Global Payments Technologies			Global Payments Consulting			Corporate Unallocated			Total
Revenues:
Consulting fees	$	20,032	$	164		$	1,153		$	—		$	21,349
Software license fees	2,368		19,557			30			—			21,955
Software maintenance fees	879		33,229			656			—			34,764
Software implementation fees	722		13,023			640			—			14,385
Out-of-pocket expense reimbursements	1,242		1,739			386			—			3,367
Intercompany revenue	—		(165		)	165			—			—
Total revenues	$	25,243	$	67,547		$	3,030		$	—		$	95,820

Income (loss) from operations before amortization of customer relationships and restructuring and other charges	$	10,413	$	19,950		$	(2,869	)	$	(22,039	)	$	5,455

Amortization of customer relationships	—		1,050			—			—			1,050
Restructuring and other charges	—		(529		)	346			1,416			1,233
Income (loss) from operations	$	10,413	$	19,429		$	(3,215	)	$	(23,455	)	$	3,172

During the three months ended July 31, 2003, the Company formed Carretek LLC (“Carretek”), in which the Company owns a 51% interest, to offer financial institutions offshore-centric outsourcing of their business processes. During July 2004, Carretek signed its first contract to perform outsourced services with a customer. As this outsourcing business is in the development phase and its operations immaterial, the financial results for the three months and nine months ended October 31, 2004 and 2003, respectively, are contained in the Corporate-Unallocated business segment in the tables above.

Since Carretek’s inception, the Company and its partner funded Carretek with an aggregate amount of approximately $1.1 million from both partners. $100,000 was in equity and another $980,000 in the form of a note payable. The $481,000 minority interest in the note payable is reflected as a long-term liability in the accompanying condensed consolidated balance sheets.

The following table summarizes revenues, exclusive of out-of-pocket expense reimbursements, derived from the Company’s largest customer and top five customers during the periods indicated.

	Three Months Ended October 31,				Nine Months Ended October 31,
	2004		2003		2004		2003
Single customer	19.3	%	10.5	%	13.1	%	9.6	%
Top five customers	40.7	%	33.5	%	32.6	%	31.7	%

The Company markets its solutions in several foreign countries. Revenues, exclusive of out-of-pocket expense reimbursements, for the three and nine months ended attributed to countries based on the location of the customers were as follows ($ in thousands):

	Three Months Ended				Three Months Ended
	October 31, 2004				October 31, 2003
	Amount		Percent of total revenues		Amount		Percent of total revenues
United States	$	24,712	83	%	$	24,293	81	%
Europe	1,966		7		2,143		7
Canada	1,348		4		1,565		5
Asia Pacific	946		3		1,244		4
South Africa	631		2		679		2
Other	191		1		251		1
Total revenues	$	29,794	100	%	$	30,175	100	%

	Nine Months Ended				Nine Months Ended
	October 31, 2004				October 31, 2003
	Amount		Percent of total revenues		Amount		Percent of total revenues
United States	$	67,916	78	%	$	74,828	81	%
Europe	6,511		7		6,400		7
Canada	4,690		5		5,004		5
Asia Pacific	3,261		4		3,498		4
South Africa	4,628		5		2,218		2
Other	639		1		505		1
Total revenues	$	87,645	100	%	$	92,453	100	%

10. Restructuring and Other Charges

The Company recorded various merger, restructuring and other charges and credits, as follows (in thousands):

	Workforce Reductions			Credit relating to CheckFlow Suite			Facility Closures			EPG Litigation Settlement		Legal and Professional Fees		Total
YTD 2003:
Quarterly period ended April 30, 2003	$	545		$	—		$	—		$	—	$	139	$	684
Quarterly period ended July 31, 2003	648			—			—			—		130		778
Quarterly period ended October 31, 2003	(251		)	—			(119		)	—		141		(229		)
Total YTD 2003	$	942		$	—		$	(119	)	$	—	$	410	$	1,233

YTD 2004:
Quarterly period ended April 30, 2004	308			—			—			1,686		521		2,515
Quarterly period ended July 31, 2004	192			(1,215		)	—			14		1,206		197
Quarterly period ended October 31, 2004	246			—			—			—		20		266
Total YTD 2004	$	746		$	(1,215	)	$	—		$	1,700	$	1,747	$	2,978

Quarter Ended April 30, 2003

The Company recorded $545,000 in restructuring and other charges during the three month period ended April 30, 2003, principally associated with the separation of 17 employees, within both the Corporate and Global Payments Consulting (“GPC”) business segments. During the quarterly period ended April 30, 2003, the Company recorded a charge of $139,000 relating to legal and professional fees relating to the Company’s restatement efforts and the legal actions described in Note 8.

Quarter Ended July 31, 2003

The Company recorded $648,000 in restructuring and other charges during the three month period ended July 31, 2003, principally associated with the separation of 9 employees, within both the Corporate and GPC business segments. During the quarterly period ended July 31, 2003, the Company recorded a charge of $130,000 relating to legal fees relating to the legal actions described in Note 8.

Quarter Ended October 31, 2003

The Company recorded $170,000 in restructuring and other charges during the three month period ended October 31, 2003, principally associated with the separation of 3 employees, within the Corporate business segment. During the quarterly period ended October 31, 2003, the Company recorded a charge of $141,000 relating to legal fees relating to the legal actions described in Note 8.

Additionally, during the three months ended October 31, 2003, the Company reversed $421,000 primarily related to the true-up of termination benefits as actual costs were lower than estimated amounts. Additionally, $119,000 was reversed when estimated costs to close certain facilities were lower than our original estimates.

The activity related to the accrued merger and restructuring costs during the three and nine months ended October 31, 2004 is as follows (in thousands):

	Workforce Reductions			Charges/ Credits relating to CheckFlow Suite			Facility Closures		Other			Total
Balance at January 31, 2004	$	500		$	1,296		$	5	$	97		$	1,898

Additions to reserve balance:
Severance charges	308			—			—		—			308
Reductions to reserve balances:
Cash paid	(412		)	(29		)	—		(5		)	(446		)
Balance at April 30, 2004	396			1,267			5		92			1,760

Additions to reserve balance:
Severance charges	192			—			—		—			192
Cash received from customer	—			455			—		—			455
Reductions to reserve balances:
Cash paid	(495		)	(149		)	—		(12		)	(656		)
Change in estimate	—			(1,215		)	—		—			(1,215		)
Balance at July 31, 2004	93			358			5		80			536

Additions to reserve balance:
Severance charges	247			—			—		—			247
Cash received from customer	—			—			—		46			46
Reductions to reserve balances:
Cash paid	(121		)	(91		)	—		(23		)	(235		)
Change in estimate	—			—			—		—			—
Balance at October 31, 2004	$	219		$	267		$	5	$	103		$	594

Global Payments Technologies Solutions. Carreker’s technology solutions help financial institutions address the needs of some critical payment services and delivery functions that impact overall operating costs and risk management. These functions include presentment of checks in paper and electronic form, identification and mitigation of fraudulent payments, handling irregular items such as checks returned unpaid (exceptions), maintaining a record of past transactions (archiving), responding to related customer inquiries (research), and correcting any errors that are discovered (adjustments). Global Payments Technologies (“GPT”) solutions address these key functions in the context of improving operational efficiency and a gradual transition from paper to electronic-based payment systems. In addition, we offer technology solutions that optimize the inventory management of a bank’s cash stock levels, including managing how much is needed, when it is needed and where it is needed. Our solutions reduce the amount of cash banks need to hold in reserve accounts and as cash-on-hand, while ensuring a high level of customer service through timely replenishment of ATM cash supplies.

Specific solutions in the GPT group include:

Solution	Description	Products Offered
Fraud Mitigation and Anti-Money Laundering Compliance	Automated fraud detection and prevention solutions that reduce incidents of check fraud, deposit fraud, check kiting, and electronic fraud. Anti-money laundering solutions screen names and related data against industry blacklists, local high-risk lists and other customized databases. The solution automatically alerts appropriate bank personnel for timely and decisive action and reporting. Scalable solutions are offered for community banks.	FraudLink On-Us, FraudLink Deposit, FraudLink Deposit — Branch Access Option, Kite, FraudLink Positive Pay, FraudLink eTracker, FraudLink ACHeCK, FraudLink PC, CORE Workflow Manager, CORE AML Filter, eFraudLink.com, Fraud Solutions Consulting

Back Office Processing	Products that bring new efficiencies to back-office operations through leading-edge image, workflow, and RECO (character recognition) technologies.	Adjustments/Express, Exceptions/Express, Express Capture, Express Decision, Input/Express, Inbound Returns/Express, and All Transactions File

Remittance and Payments Processing	Both host and client/server-based platforms for improved productivity in processing retail and wholesale remittance transactions for financial institutions and payments processing for a wide variety of cross-industry applications.	NeXGen Remittance

Conventional Check Capture	An extensive array of enhancement products that add flexibility and usability to IBM’s Check Processing Control System (CPCS) and the IBM 3890/XP series of Document Processors.	Conventional Capture Products, CPCS Enhancements Products, XP/Productivity Tools, Platform Emulation, NeXGen Settlement, NeXGen Balancing, and LTA (Large Table Access)

Check Image Capture	Products and services related to the centralized and distributed capture, quality and inspection assurance, storage and delivery of check images.	ALS & CIMS Products (MVS, AIX, Windows), NeXGen Image Processor, Image Enhancement Products, Reject Repair, RECO Technology, Image POD, Image Delivery Products, Delivery Express QAS Image Inspector, NeXGen Capture, Source Capture Corporate and Source Capture Branch

Check Image Archive Management	Comprehensive array of check image archive management products that may be tailored to a bank’s unique requirements based on their operational environments and volumes. Carreker offers archive technology for both in-house solutions and shared outsource providers.	Check Image Archive-AIX, Check Image Archive-MVS, Check Image Archive Load

Other Check Image Applications	An array of solutions that address revenue enhancement, risk reduction, and expense reduction issues through the application of image, workflow and RECO technologies.	Image Statements, CDRom Delivery, Input/Express, Express Capture, Payee Name Verification, and Amount Encoding Verification

Revenue Enhancement Solutions. The Revenue Enhancement division includes two business units: RevE and Customer Value Enhancement (“CVE”), formerly known as EnAct. RevE is a highly specialized division that provides consulting services focused on tactical methods of increasing banks’ fee income. The scope and depth of this practice has expanded throughout its 14 year history and now includes retail, small business, and commercial deposits, treasury management, consumer and commercial lending, credit card lending and trust and investment services. Our solutions involve developing strategies that enable our clients to take advantage of electronification trends, often gaining first mover advantages for our clients. In addition to developing strategies, our business model ensures that we continue to translate those strategies into tactical implementations with measurable revenue streams. Our client base has continued to expand with very high penetration rates in the markets in which we operate. Thus, we have experienced a trend of becoming longer term strategic partners with our clients.

Another component of our Revenue Enhancement division is our business providing CVE software and proprietary sales management methodology. Our CVE solutions assist financial institutions in leveraging central intelligence with local insight. This enables our clients to recognize those customers and prospects representing the greatest value or potential. Our approach is unique and complimentary to many CRM investments that banks have made in recent years and is designed to focus their activities such that they can actually attain increased returns on these CRM investments.

Global Payments Consulting. Carreker helps financial institutions pro-actively plan, prepare and optimize for the regulatory, competitive and technological impacts affecting the financial payments environment. Our Global Payments Consulting (GPC) division provides strategic planning and implementation advisory services for financial institutions and other clients. These planning and implementation services include:

• Enterprise payment strategy

• Payment research services

• Predictive financial and operational modeling of the implications of payment trends and strategies

• Image-enabled payment infrastructure planning

• Transportation, float and funds availability optimization

• Organizational design

• Consolidation and merger/integration planning

• Program Management

• Check 21 readiness

Each service’s objective is to assist our clients in preparing and positioning their organization for the rapidly changing payment landscape.

The GPC division also contains the license, maintenance and services revenue of our Float Management software products. These Float Management products provide solutions that manage a bank’s float through float analysis and pricing to improve profitability, reporting, workflow and check clearing operations. These products also provide critical activity summaries, aid in creating multiple availability and pricing schedules, and pinpoint the cost/profitability of transactions or relationships. The products offered consist of Float Analysis System and Float Pricing System.

Outsourcing. Carretek LLC is a transformational business outsourcer for payment and transaction processing jointly owned by Carreker Corporation and Majesco Software Inc., the US subsidiary of Mastek Limited, a leading Indian outsourcing company with global operations. Carretek was formed in fiscal 2003. While the venture has signed its first contract, it is still in the developmental phase and its results are contained in the Corporate-Unallocated business segment.

Carretek’s mission is to enable financial institutions and their processors to realize the benefits of transformational offshore-centric outsourcing (“offshoring”) of their business processes. The benefits to clients could include reduction in operating costs, improvements in productivity, and enhancement of quality.

Initially, Carretek is focused on offshoring payments-related business processes. Through Carretek, financial institutions can leverage the global work force at this critical period when Check 21 and other payment electronification trends are pressuring financial institutions to reduce their payment per item costs beyond the power of traditional cost management practices. Carretek has designed and built specific product offerings targeted at payment and transaction processing functions for this express purpose. Within this area of expertise, the Carretek offering includes a flexible array of offshore outsourcing services to financial institutions.

Executive Summary

In Q3 2004, we generated net income of $513,000 and on a year-to-date basis we generated a net loss of $100,000. The banking market in which we operate is healthy and the buying climate continues to be favorable with the Check 21 law that took effect on October 28, 2004 and the need for banks to make investments in electronifying their check payment system. However, these conditions have also attracted competition for our GPT business segment, including point solution providers and large hardware and solution providers like IBM, Unisys and NCR who view Check 21 as an opportunity for incremental software and advisory services revenue.

Our Q2 2004 sales activity reflected this strong market demand with our GPT business segment having one of the strongest contract sales quarters to date for software and services; however, in Q3 2004 that trend did not continue as delays in decision making by customers and competitive losses contributed to the softness in contracted sales in Q3 2004. The outlook for Q4 2004 continues to remain very sensitive to the volume and timing of sales, product delivery, customer implementation schedules and customer-dependent timing on a small number of engagements in our RevE business segment. We expect total revenues for Q4 2004 to be flat to slightly down, and operating profit to be approximately break-even or slightly negative. During Q3 2003, we qualified an increased number of Check 21 and other potential sales opportunities, and anticipate that contract sales will improve in Q4 2004 and beyond as an expanded array of new products become available. Accordingly, we believe that this will result in revenue growth in 2005.

Although GPT had lower sales volume in Q3 2004, GPT segment revenue increased 17.5% to $21.4 million in Q3 2004, as compared to $18.2 million in Q2 2004; however, GPT segment revenue declined 5.2%, or $1.2 million, as compared to Q3 2003. The increase in GPT segment revenue in Q3 2004, as compared to Q2 2004, was primarily the result of the acceptance of our new image exchange product, ExchgLink, by our bank development partner. This product acceptance was directly related to the recognition of approximately $1.9 million of license revenue and $921,000 of services revenues in Q3 2004.

On a year-to-date basis, GPT segment revenue declined $8.7 million, or 12.9%, to $58.8 million from $67.5 million, primarily as a result of weak license and related services contract sales in Q4 2003 and Q1 2004, primarily related to delays in technology investments by our customers. We believe some of these delays are due to the fact that we bundle our products to provide a better value for our customers. This bundling tends to extend the buying cycle; however, we believe it is in the best long-term interest of our customers and the Company.

In Q3 2004, our RevE segment revenue grew 1.3% on a quarter-over-quarter basis and 9.0% on a YTD basis. We continue to experience good demand in the RevE consulting business because banks continue to be challenged to grow, and/or maintain existing revenue streams, primarily by two major shifts in the banking industry: (1) the shift from end-of-day paper payment services to electronic intra-day services and (2) the value proposition shift from paper handling to risk mitigation/information services. Both of these shifts are intensified by the fact that Check 21, a momentum builder for both shifts, went into effect in October 2004. Within the RevE market, we do experience moderate competition. There are a number of smaller competitors that have put downward pressure on our pricing; however, customers value our larger size and the quality of our consultants, which provide better assurance of a successful engagement.

In Q3 2004, our GPC segment revenue grew 25.1% on a quarter-over-quarter basis and 19.1% on a YTD basis. Over the last eighteen months, we have been repositioning this business from a staff supplement focus to one of thought leadership where margins and growth potential are superior. While the path to profitability and significant growth has taken longer than originally anticipated, we consider this business to be an important part of our overall integrated solution offering. The two drivers that we believe will fuel this growth are: (1) Check 21 with all of the changes it requires and (2) our own technology, designed to facilitate our customers’ transition from paper to electronics. The customer decision making process with regard to adopting image technology can be costly and complex, which provides a good opportunity for our consulting business. The competition we face in GPC resembles that of GPT. We have both very large providers on one side and small single-service consultancies on the other. We believe we maintain a strong competitive position because of our long-time and hard-earned reputation of advising these banks on similar operations and technology changes.

In Q2 2004, we announced our first contract for Carretek, our 51% owned offshore business process outsourcing initiative. Presently, the revenue impact is minimal, however there are two drivers for growth: (1) Check 21 has accelerated the pressure on banks to reduce the cost of processing paper payments and (2) the availability of image technology that makes it possible to separate the information to be processed from the paper itself. As for competition, there are many offshoring vendors; however, we believe our model is unique as we bring payment knowledge and bank expertise, along with an experienced offshore partner and facilities.

Beginning in Q3 2003, we began to increase our research and development (“R&D”) spending to address new product offerings and existing product enhancements that will be required by our customers to address all of the significant changes brought about by Check 21 legislation, USA Patriot Act and Basel II. Through October 31, 2004, total R&D spending (including amounts capitalized) has increased to $8.3 million in 2004, as compared to $5.7 million for the same period in 2003. We expect this trend to continue for the balance of 2004 as we continue to develop new products.

To help fund these investments in our products, we are continually trying to improve performance, quality and efficiency within our organization. We have focused on reducing selling, general and administrative expenses and improving the utilization of our technical staff and consultants. While we have managed to lower these expenses, the reductions have been partially offset by increases in Directors and Officers’ Insurance, professional fees for Sarbanes-Oxley compliance, employee benefits, and increased GPT business segment selling expenses.

Finally, 2004 operating results have been negatively affected by several non-recurring items. The EPG litigation settlement of $1.7 million, along with $462,000 in litigation costs, were recorded in Q1 2004. In Q2 2004, an additional $1.2 million in litigation costs were incurred. These Q2 2004 litigation costs were offset by a $1.2 million change in estimated reserves related to a discontinued product. See Restructuring and Other Charges within Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Results of Operations

Comparison of Three Months Ended October 31, 2004 (“Q3 2004”) to Three Months Ended October 31, 2003 (“Q3 2003”) and Nine Months Ended October 31, 2004 (“YTD 2004”) to Nine Months Ended October 31, 2003 (“YTD 2003”)

Revenues

Revenues by Segment ($ in thousands):

	Three Months Ended October 31,				Variance					Nine Months Ended October 31,				Variance
	2004		2003		$			%		2004		2003		$			%
Revenue Enhancement	$	7,987	$	7,886	$	101		1.3	%	$	27,510	$	25,243	$	2,267		9.0	%
Global Payments Technologies	21,394		22,577		(1,183		)	(5.2	)	58,830		67,547		(8,717		)	(12.9	)
Global Payments Consulting	1,176		940		236			25.1		3,610		3,030		580			19.1
Corporate (Outsourcing) Revenue	50		—		50			—		60		—		60			—

Total Revenues	$	30,607	$	31,403	$	(796	)	(2.5	)%	$	90,010	$	95,820	$	(5,810	)	(6.1	)%

The decline in revenue for Q3 2004, as compared to Q3 2003, was driven by a 5.2% decline in revenue within the GPT business segment, offset by a 1.3% increase in RevE revenue and a 25.1% increase in revenue within our GPC business segment. The decline in revenue on a YTD basis was driven by a 12.9% decline within the GPT business segment, offset by 9.0% growth within the RevE business segment and a 19.1% increase in our GPC business segment.

The decline in our GPT business segment, on both a quarter-over-quarter basis and a YTD basis, was primarily the result of weak software and related services contract sales in Q4 2003 and Q1 2004, primarily related to delays in technology investments by our customers. We believe some of these delays are due to the fact that we bundle our products to provide a better value for our customers. This bundling tends to extend the buying cycle, however we believe it is in the best long-term interest of our customers and the Company.

The increase within our RevE business segment, on both a quarter-over-quarter and YTD basis, was principally driven by a 16.1% increase in consulting revenues on a quarterly basis and a 24.7% increase on a YTD basis. The increase in consulting revenues on a quarterly basis was derived principally from a larger number of domestic engagements and the increase on a YTD basis was the result of increased international consulting revenue. These increases in consulting revenue were offset by a 80.3% decline in CVE software and services revenue on a quarterly basis and a 77.6% decline on a YTD basis. The steep declines within CVE were the result of a lack of sales leadership and capacity. Two new sales persons were hired in Q3 2004.

The increases in revenues in 2004 within our GPC business segment, on both a quarter-over-quarter and YTD basis, reflect the results of expanded sales focus in this segment as we repositioned this business to focus on Check 21 enterprise-wide payment strategies and image enablement planning and integration.

Overall, as we look across our three major business segments, we believe that we are well positioned and have a competitive advantage to capitalize on the significant changes brought about by the Check 21 legislation, USA Patriot Act and Basel II due to our subject matter expertise in the impacted areas. We anticipate that contract sales will improve in Q4 2004, and beyond, as an expanded array of new products become available. Accordingly, we believe this will result in revenue growth in 2005.

Consulting Fees ($ in thousands):

	Three Months Ended October 31,				Variance				Nine Months Ended October 31,				Variance
	2004		2003		$		%		2004		2003		$		%
Consulting Fees	$	7,930	$	6,396	$	1,534	24.0	%	$	27,501	$	21,349	$	6,152	28.8	%

The majority of our consulting revenue is derived from our RevE business segment. Consulting revenue in the RevE segment increased $1.0 million, or 16.1%, to $7.1 million in Q3 2004 from $6.1 million in Q3 2003. Domestically, consulting revenue for RevE increased approximately $759,000 on a quarterly basis, and there were 14 revenue producing engagements in Q3 2004, as compared to 9 in Q3 2003. International RevE consulting revenue increased $357,000 in Q3 2004, as compared to Q3 2003. Consulting revenue in the RevE segment increased $5.0 million, or 24.7%, to $25.0 million on a YTD basis from $20.0 million for the same period in 2003. Domestically, consulting revenue for RevE was flat on a YTD basis and there were 20 revenue producing engagements on a YTD basis in 2004 and 17 in 2003. International RevE consulting revenue increased $5.1 million in YTD 2004, as compared to YTD 2003. Additionally, there were 4 international revenue producing engagements in YTD 2004, as compared to 1 in YTD 2003.

Consulting revenue in our GPC segment increased 276.7%, to $789,000 in Q3 2004 from $210,000 in Q3 2003, and increased 88.4% to $2.2 million in YTD 2004 from $1.2 million in YTD 2003. We have seen increased momentum from our redefined GPC segment, and we continue to be cautiously optimistic about the future growth prospects of the GPC segment.

Software License Fees ($ in thousands):

	Three Months Ended October 31,				Variance					Nine Months Ended October 31,				Variance
	2004		2003		$			%		2004		2003		$		%
Software License Fees	$	5,701	$	7,026	$	(1,325	)	(18.9	)%	$	16,134	$	21,955	$	5,821	(26.5	)%

The majority of our software license fees are derived from our GPT business segment. GPT software license revenue decreased $674,000, or 10.6%, to $5.7 million in Q3 2004 from $6.4 million in Q3 2003. GPT software license revenue declined $3.7 million, or 18.8%, to $15.9 million in YTD 2004 from $19.6 million in YTD 2003. The acceptance of our new image exchange product, ExchgLink, by our development partner was directly related to the recognition of approximately $1.9 million, or 32.8%, of the GPT software license fees in Q3 2004, and 11.7% on a YTD basis. Additionally, $3.4 million, or 21.3%, on a YTD 2004 basis of software license revenue in the GPT business segment was the result of a license sale to a single customer in our Check Image Archive area, which did not require implementation services. In 2003, the software license revenue was more evenly distributed over our customer base.

Several new product initiatives were launched during the latter half of fiscal 2003 and continuing into fiscal 2004. These initiatives include:

• ExchgLink: an application designed to send and receive check images. This product has been installed at our development partner site, along with an additional beta site. The majority of the license revenues were recognized in Q3 2004.

• Source Capture: an application that enables customers to capture check images at corporate sites. License revenues are deferred since the product is not generally available.

• CORE Fraud Manager: our next generation fraud application which integrates multiple fraud detection and regulatory compliance functions into a single unified framework. License revenues are deferred since the product is not generally available.

• CORE Filter: an anti-money laundering application.

• Express Research: an image-enabled back office application.

The requirements for our software solution to support Check 21 were defined in 2003. Expanded requirements became visible in the first half of fiscal 2004. Likewise, the timing of the investment decisions by our bank customers became increasingly visible over the same time period.

The software revenue derived from our CVE product offering, contained in our RevE business segment, declined to $25,000 in Q3 2004, as compared to $646,000 in Q3 2003 and declined to $217,000 in YTD 2004, as compared to $2.4 million in YTD 2003. This decline resulted from a lack of sales leadership and capacity. Two new sales persons were hired in Q3 2004. In November 2004, the CVE group signed a multi-year contract to provide software, services and maintenance with a customer. While the impact on fiscal 2004 is expected to be minimal, this contract will positively impact fiscal 2005 and beyond.

Software Maintenance Fees ($ in thousands):

	Three Months Ended October 31,				Variance					Nine Months Ended October 31,				Variance
	2004		2003		$			%		2004		2003		$			%
Software Maintenance Fees	$	11,491	$	11,770	$	(279	)	(2.4	)%	$	32,807	$	34,764	$	(1,957	)	(5.6	)%

The majority of our maintenance revenue is derived from our GPT business segment. Software maintenance fees are invoiced and collected pursuant to annually renewable product and telephone support agreements with our software customers. The annual maintenance fee is generally paid by the customer at the beginning of the maintenance period and revenue is recognized ratably over the term of the related contract. If the annual maintenance fee is not paid at the beginning of the maintenance period, we defer revenue recognition until the time that the maintenance fee is paid by the customer. When the payment is received, maintenance revenue is recognized for the period that maintenance revenue was previously deferred. Maintenance contracts usually carry annual maintenance fee escalation clauses generally based on an index, such as the consumer price index. Increases for maintenance revenue in 2004 due to this escalation were offset by the fact that one major customer gave notice of their intent to not renew their $2.5 million maintenance contract for fiscal 2004.

Software Implementation Fees ($ in thousands):

	Three Months Ended October 31,				Variance					Nine Months Ended October 31,				Variance
	2004		2003		$			%		2004		2003		$			%
Software Implementation Fees	$	4,622	$	4,983	$	(361	)	(7.2	)%	$	11,143	$	14,385	$	(3,242	)	(22.5	)%

The majority of our software implementation fees are derived from our GPT business segment. Within GPT, software implementation fees were $4.4 million in both Q3 2004 and Q3 2003. YTD 2004, software implementation revenue within GPT declined $2.8 million, or 21.4%, to $10.2 million from $13.0 million in YTD 2003. This decline reflects the lower volume of both software license and software implementation sales contracts signed in the latter half of 2003 and fiscal 2004. In Q3 2004, approximately $921,000, or 21.0%, of the GPT software implementation fees were directly related to the acceptance of our new image exchange product, ExchgLink, by our bank development partner. In the majority of our customer arrangements, installation services are provided to the customer when a license is purchased.

Out-of-Pocket Expense Reimbursements ($ in thousands):

	Three Months Ended October 31,				Variance					Nine Months Ended October 31,				Variance
	2004		2003		$			%		2004		2003		$			%
Out-of-Pocket Expense Reimbursements	$	813	$	1,228	$	(415	)	(33.8	)%	$	2,365	$	3,367	$	(1,002	)	(29.8	)%

The decrease in these reimbursements, on both a quarter-over-quarter and YTD basis, occurred within the GPT business segment, and corresponds with the decline in software implementation revenue noted above. Most of the software services and consulting engagements require our employees to be at the customer location for extended periods of time, which gives rise to out-of-pocket expense reimbursements.

Cost of Revenues

Cost of Revenues by Segment ($ in thousands):

	Three Months Ended October 31,						Variance					Nine Months Ended October 31,						Variance
	2004			2003			$			%		2004			2003			$			%
Revenue Enhancement	$	4,139		$	4,625		$	(486	)	(10.5	)%	$	13,114		$	14,136		$	(1,022	)	(7.2	)%
% of revenue	51.8		%	58.6		%						47.7		%	56.0		%

Global Payments Technologies	$	10,138		$	9,995		$	143		1.4	%	$	27,315		$	29,400		$	(2,085	)	(7.1	)%
% of revenue	47.4		%	44.3		%						46.4		%	43.5		%

Global Payments Consulting	$	1,285		$	1,560		$	(275	)	(17.6	)%	$	3,971		$	5,040		$	(1,069	)	(21.2	)%
% of revenue	109.3		%	166.0		%						110.0		%	166.3		%

Corporate (Outsourcing) Services	$	223		$	—		$	223		—	%	$	236		$	—		$	236		—	%
% of revenue	446.0		%	—		%						393.3		%	—		%

Total Cost of Revenues	$	15,785		$	16,180		$	(395	)	(2.4	)%	$	44,636		$	48,576		$	(3,940	)	(8.1	)%
% of revenue	51.6		%	51.5		%						49.6		%	50.7		%

Costs of revenues in absolute dollars declined in both the RevE and GPC segments and increased in both the GPT and Corporate segments in Q3 2004, as compared to Q3 2003. Cost of revenues in absolute dollars declined in all three of our major business segments on a YTD basis. However, direct costs as a percentage of revenues increased within the GPT business segment as declines in software license, software maintenance and software implementation revenue were greater than the cost reductions.

Within GPT, cost of revenues increased slightly on a quarter-over-quarter basis. This increase was the result of increased software amortization on the ExchgLink product. Approximately $380,000 of capitalized software was amortized and matched with the related license revenue. On a YTD basis, the decline in cost of revenues is mainly attributable to the reduction in direct costs related to services. These declines represent some personnel reductions, as well as the redeployment of the services staff to Research and Development projects, software maintenance projects and sales support.

Similarly, within the RevE business segment, the decline in cost of revenues was related to the declines in the direct costs within the CVE software business; however, these declines were partially offset by smaller increases in the cost of consulting revenue. As with GPT, there have been personnel reductions within the CVE software business, as well as a redeployment of staff to sales support.

The direct cost reductions within GPC were attributable to personnel reductions within their consulting practices to bring costs in line with expected consulting revenues.

Cost of Consulting ($ in thousands):

	Three Months Ended October 31,						Variance					Nine Months Ended October 31,						Variance
	2004			2003			$			%		2004			2003			$			%
Cost of Consulting	$	4,555		$	4,936		$	(381	)	(7.7	)%	$	14,166		$	15,193		$	(1,027	)	(6.8	)%
% of consulting revenue	57.4		%	77.2		%						51.5		%	71.2		%

The cost of consulting consists primarily of personnel costs related to our consulting engagements within our RevE and GPC segments. The majority of the decline in the 2004 periods, as compared to the 2003 periods, is attributed to a $241,000 decrease on a quarterly basis and a $998,000 decrease on a YTD basis within our GPC segment. Personnel costs, along with contractor costs and travel, have been reduced to bring them in line with expected near-term consulting revenues.

Cost of Software Licenses ($ in thousands):

	Three Months Ended October 31,						Variance				Nine Months Ended October 31,						Variance
	2004			2003			$		%		2004			2003			$		%
Cost of Software Licenses	$	2,503		$	2,037		$	466	22.9	%	$	5,771		$	5,662		$	109	1.9	%
% of software license revenue	43.9		%	29.0		%					35.8		%	25.8		%

The cost of software licenses consists primarily of amortization of capitalized and acquired software costs along with royalties payable to third parties. The increase in cost of software license fees on a quarter-over-quarter basis is primarily the result of increased capitalized software amortization related to our ExchgLink product. Approximately $380,000 of additional software amortization was matched with the related revenues in Q3 2004. On a YTD basis, the increase in capitalized software amortization is partially offset by lower software royalty costs.

In connection with software license and maintenance agreements entered into with certain banks and purchase agreements with vendors under which we acquired software technology used in products sold to our customers, we are required to pay royalties on sales of certain software products. Under these arrangements, we accrue royalty expense when the associated revenue is recognized. The royalty percentages generally range from 20% to 50% of the associated revenue. In Q3 2004, we recorded $685,000 of royalty expense compared to $718,000 of royalty expense recorded in Q3 2003. In YTD 2004, we recorded $1.4 million of royalty expense compared to $1.7 million for the YTD 2003. Depending on our future product mix, our margins from software license fees may be negatively impacted by increased software royalty expense.

Cost of Software Maintenance ($ in thousands):

	Three Months Ended October 31,						Variance				Nine Months Ended October 31,						Variance
	2004			2003			$		%		2004			2003			$		%
Cost of Software Maintenance	$	3,765		$	3,600		$	165	4.6	%	$	10,949		$	9,910		$	1,039	10.5	%
% of software maintenance revenue	32.8		%	30.6		%					33.4		%	28.5		%

Cost of software maintenance consists primarily of personnel and facility costs to provide telephone support, products defect support and other enhancements to our existing products, which are not significant enough to extend the product’s life cycle or substantially increase its marketability. The increase in Q3 2004, compared to Q3 2003, and YTD 2004, as compared to YTD 2003, occurred as a result of increases in both our GPT and RevE business segments. This increase is personnel related and reflects increased emphasis in supporting and enhancing our current product mix. This increase was not attributable to additional overall headcount; rather, this cost increase represents a partial redeployment of our technical staff from the software services area to the maintenance area.

As discussed above, the annual maintenance fee is generally paid by the customer at the beginning of the maintenance period and revenue is recognized ratably over the term of the related contract. If the annual maintenance fee is not paid at the beginning of the maintenance period, we defer the revenue recognition until the time that the maintenance fee is paid by the customer. When the payment is received, maintenance revenue is recognized for the period that maintenance revenue was previously deferred. As a result, our cost of software maintenance as a percentage of related maintenance revenue may fluctuate.

Cost of Software Implementation ($ in thousands):

	Three Months Ended October 31,						Variance					Nine Months Ended October 31,						Variance
	2004			2003			$			%		2004			2003			$		%
Cost of Software Implementation	$	4,002		$	4,485		$	(483	)	(10.8	)%	$	11,181		$	14,398		$	3,217	22.3	%
% of software implementation revenue	86.6		%	90.0		%						100.3		%	100.1		%

Costs of software implementation consist primarily of personnel and facility costs to provide software implementation and project management support to customer software implementations within our GPT business segment and our RevE segment. The decline in costs of software implementation, for both the quarterly and YTD periods, is due to a decline in new software license and implementation projects, in both the GPT segment and the RevE segment. On a quarterly basis, the cost of service implementations declined $263,000 and $321,000 in the GPT and RevE segments, respectively. On a YTD basis, the cost of service implementations declined $2.3 million and $1.0 million in the GPT and RevE segments, respectively. These lower costs correspond to the lower volume of active software implementation engagements in 2004, as compared to 2003.

Out-of-Pocket Expenses ($ in thousands):

	Three Months Ended October 31,						Variance					Nine Months Ended October 31,						Variance
	2004			2003			$			%		2004			2003			$			%
Cost of Out-of-Pocket Expenses	$	738		$	1,122		$	(384	)	(34.2	)%	$	2,333		$	3,413		$	(1,080	)	(31.6	)%
% of out-of-pocket expense reimbursements	90.8		%	91.4		%						98.6		%	101.4		%

These costs represent travel, meals and other sundry expenses incurred by our employees. These costs are invoiced to the customer, without mark-up, usually on a monthly basis. The absolute costs have declined, on both a quarterly and YTD basis in 2004, due to fewer software implementation engagements as discussed above. In addition, certain customer contracts contain expense maximums, so in certain cases not all expenses incurred can be passed along to the customer.

Operating Costs and Expenses:

Selling, General and Administrative Expenses ($ in thousands):

	Three Months Ended October 31,						Variance					Nine Months Ended October 31,						Variance
	2004			2003			$			%		2004			2003			$			%
Selling, General and Administrative Expenses	$	11,320		$	11,797		$	(477	)	(4.0	)%	$	35,483		$	36,267		$	(784	)	(2.2	)%
% of total revenue	37.0		%	37.6		%						39.4		%	37.8		%

Selling, general and administrative expenses generally consist of personnel costs such as salaries, commissions, incentive compensation and non-reimbursable travel. Additionally, the provision for doubtful accounts, insurance, including directors and officers insurance, as well as professional services such as legal and accounting expense and other related costs are classified within selling, general and administrative expense.

We have experienced a decrease in these costs on both a quarterly and YTD basis. While we have made progress in reducing costs in this area by reducing personnel costs within our general and administrative areas, these reductions have been partially offset by increases in personnel expenses related to selling activities, especially within our GPT segment. Additionally, we have incurred increased non-personnel related expenses such as insurance costs for our directors and officers, increased employee benefit costs, increased costs related to Carretek LLC, and professional fees associated with our Sarbanes-Oxley compliance.

Additionally, because of the decline in delinquent accounts receivable balance, we have reduced our allowance for doubtful accounts by $275,000 in Q3 2004 and $667,000 on a YTD basis.

Research and Development ($ in thousands):

	Three Months Ended October 31,						Variance				Nine Months Ended October 31,						Variance
	2004			2003			$		%		2004			2003			$		%
Research and Development Expenses	$	2,520		$	1,876		$	644	34.3	%	$	6,102		$	5,522		$	580	10.5	%
% of total revenue	8.2		%	6.0		%					6.8		%	5.8		%

Research and development expenses consist primarily of personnel, contract labor, travel and facilities expenses incurred by our research and development organization. As anticipated in Q3 2004, research and development costs have increased on both a quarterly and YTD basis as a result of increased new product development. Research and development costs are typically limited to development of new software products, or enhancements to existing software products, which extend the product’s life cycle and/or substantially increase its marketability.

In accordance with SFAS No. 86, “Accounting for Costs of Computer Equipment to be Sold, Leased or Otherwise Marketed,” we capitalized $593,000 in Q3 2004, as compared to $204,000 in Q3 2003. On a YTD basis, we have capitalized $2.2 million in 2004, as compared to $204,000 in 2003. In 2004, $540,000 of our capitalization is related to our first version of ExchgLink, our product offering to send and receive check images. This product became generally available in Q3 2004. We have several other development initiatives underway in fiscal 2004 such as the second version of ExchgLink; Express Research, an image-enabled back office application; Source Capture, an application which enables customers to capture check images at corporate sites; our next generation fraud application; an anti-money laundering application; and wire fraud. Considering these initiatives, we expect the total amount of research and development expense to increase slightly in Q4 2004.

Software development costs of a product are capitalized from the time technological feasibility is reached until the general release of the product. We establish technological feasibility either through the process of creating a detailed program design and reviewing the detailed program design for any high risk development issues or the creation of a working model. Capitalization only occurs if we believe costs capitalized are recoverable through future sales of the software product under development.

Amortization of Intangible Assets:

Amortization of intangible assets was $350,000 for Q3 2004 and Q3 2003, and $1.1 million for YTD 2004 and YTD 2003. The amortization results from the periodic recognition of amortization expense of intangible customer relationships acquired in the Check Solutions acquisition in 2001.

Restructuring and Other Charges: We recorded various restructuring and other charges and credits, as follows ($ in thousands):

	Workforce Reductions			Credit relating to CheckFlow Suite			Facility Closures			EPG Litigation Settlement		Legal and Professional Fees		Total
YTD 2003:
Quarterly period ended April 30, 2003	$	545		$	—		$	—		$	—	$	139	$	684
Quarterly period ended July 31, 2003	648			—			—			—		130		778
Quarterly period ended October 31, 2003	(251		)	—			(119		)	—		141		(229		)
Total YTD 2003	$	942		$	—		$	(119	)	$	—	$	410	$	1,233

YTD 2004:
Quarterly period ended April 30, 2004	308			—			—			1,686		521		2,515
Quarterly period ended July 31, 2004	192			(1,215		)	—			14		1,206		197
Quarterly period ended October 31, 2004	246			—			—			—		20		266
Total YTD 2004	$	746		$	(1,215	)	$	—		$	1,700	$	1,747	$	2,978

Quarter Ended April 30, 2003

We recorded $545,000 in restructuring and other charges during the three month period ended April 30, 2003, principally associated with the separation of 17 employees, within both the Corporate and Global Payments Consulting (“GPC”) business segments. During the quarterly period ended April 30, 2003, we recorded a charge of $139,000 relating to legal and professional fees relating to our restatement efforts and the legal actions described in Note 8.

Quarter Ended July 31, 2003

We recorded $648,000 in restructuring and other charges during the three month period ended July 31, 2003, principally associated with the separation of 9 employees, within both the Corporate and GPC business segments. During the quarterly period ended July 31, 2003, we recorded a charge of $130,000 relating to legal fees relating to the legal actions described in Note 8.

Quarter Ended October 31, 2003

We recorded $170,000 in restructuring and other charges during the three month period ended October 31, 2003, principally associated with the separation of 3 employees, within the Corporate business segment. During the quarterly period ended October 31, 2003, we recorded a charge of $141,000 relating to legal fees relating to the legal actions described in Note 8.

Additionally, during the three months ended October 31, 2003, we reversed $421,000 primarily related to the true-up of termination benefits as actual costs were lower than estimated amounts. Additionally, $119,000 was reversed when estimated costs to close certain facilities were lower than our original estimates.

The activity related to the accrued merger and restructuring costs during the three and nine months ended October 31, 2004 is as follows (in thousands):

	Workforce Reductions				Charges / Credits relating to CheckFlow Suite			Facility Closures		Other			Total
Balance at January 31, 2004	$		500		$	1,296		$	5	$	97		$	1,898

Additions to reserve balance:
Severance charges	308				—			—		—			308
Reductions to reserve balances:
Cash paid	(412			)	(29		)	—		(5		)	(446		)
Balance at April 30, 2004	396				1,267			5		92			1,760

Additions to reserve balance:
Severance charges	192				—			—		—			192
Cash received from customer	—				455			—		—			455
Reductions to reserve balances:
Cash paid	(495			)	(149		)	—		(12		)	(656		)
Change in estimate	—				(1,215		)	—		—			(1,215		)
Balance at July 31, 2004	93				358			5		80			536

Additions to reserve balance:
Severance charges	247				—			—		—			247
Cash received from customer	—				—			—		46			46
Reductions to reserve balances:
Cash paid	(121			)	(91		)	—		(23		)	(235		)
Change in estimate	—				—			—		—			—
Balance at October 31, 2004	$	219			$	267		$	5	$	103		$	594

Other Income (Expense):

Interest Income ($ in thousands):

	Three Months Ended October 31,				Variance				Nine Months Ended October 31,				Variance
	2004		2003		$		%		2004		2003		$			%
Interest Income	$	92	$	69	$	23	33.3	%	$	207	$	223	$	(16	)	(7.2	)%

Interest income consists of interest earned on cash and cash equivalents. The increase quarter-over-quarter is primarily the result of higher cash and cash equivalent balances in Q3 2004, and slightly higher yields on these investments.

Interest Expense ($ in thousands):

	Three Months Ended October 31,				Variance					Nine Months Ended October 31,				Variance
	2004		2003		$			%		2004		2003		$			%
Interest Expense	$	106	$	234	$	(128	)	(54.7	)%	$	336	$	991	$	(655	)	(66.1	)%

Interest expense is primarily the result of borrowings under our $30.0 million revolving credit agreement. Additionally, the amortization of the deferred loan costs are also included in interest expense. The decline is attributable to less outstanding borrowings under the revolving credit agreement on both a quarterly and YTD basis in 2004, as compared to 2003.

Other income ($ in thousands):

	Three Months Ended October 31,						Variance					Nine Months Ended October 31,					Variance
	2004			2003			$			%		2004			2003		$			%
Gain on sale of Cash Services Australia Pty. Limited	$	—		$	—		$	—		—		$	539		$	—	539			—	%
Equity in earnings of Cash Services Australia Pty. Limited	—			68			(68		)	—		(17		)	142		(159		)	(112.0	)%
Minority share of net loss of Carretek LLC	234			—			234			—		454			—		454			—	%
Foreign exchange gains (losses)	43			161			(118		)	(73.3%	)	(245		)	114		(359		)	(314.9	)%
Other	(2		)	(10		)	8			80.0	%	1			13		(12		)	(92.3	)%

Total	$	275		$	219		$	56		25.6	%	$	732		$	269	$	463		172.1	%

In April 2004, we sold our 25% interest in Cash Services Australia Pty. Limited. The carrying value of our investment was approximately $383,000 and we received $922,000 in proceeds collected in May 2004. As a result of this transaction, we recorded a $539,000 gain.

During Q2 2003, we formed Carretek LLC (“Carretek”), in which the Company owns a 51% interest, to offer financial institutions off-shore centric outsourcing of their business processes. To date, Carretek has generated minimal revenue and has incurred approximately $926,000 in losses for the nine months ended October 31, 2004. Accordingly, the 49% share, or $234,000 on a quarterly basis and $454,000 on a YTD basis of the minority interest in this loss was recorded in other income (expense.)

Provision for Income Taxes:

The Company has established a valuation allowance to reserve its net deferred tax assets at October 31, 2004 because the more likely than not criteria for future realization of the Company’s net deferred tax assets specified in Statements of Financial Accounting Standards No. 109, “Accounting for Income Taxes,” (“SFAS No. 109”) were not met.

The net tax provision was $114,000 and $464,000 for the three and nine months ended October 31, 2004, respectively, and consists of a provision for foreign taxes. The net tax provision of $146,000 and $372,000 for the three and nine months ended October 31, 2003, respectively, consists of a provision for foreign and state taxes. No U.S. Federal income tax benefit was recorded at October 31, 2004 due to the uncertainty regarding the Company’s ability to generate taxable income, and resulting uncertainty relative to the recoverability of deferred tax assets.

In May 2004, the federal tax law changed to allow software license revenue to be deferred for tax purposes similar to the percent-complete revenue recognition model we use for financial statement purposes. The impact of this change in the tax law increased the amount of the net operating loss carryforwards by $8.6 million and thereby further reduce our effective tax rate at such time as we begin to generate taxable income.

Liquidity and Capital Resources

Historically, we have funded our operations and cash expenditures primarily with cash generated from operating activities. At October 31, 2004 and January 31, 2004, we had working capital of $11.7 million. We had $26.8 million in cash and cash equivalents at October 31, 2004, a decrease of $1.8 million from $28.6 million in cash and cash equivalents at January 31, 2004. At October 31, 2004, we had no long-term debt compared to $6.3 million at January 31, 2004. We expect that existing cash and cash generated from operating activities will be sufficient to meet our presently anticipated requirements for the foreseeable future.

Cash used in operating activities was $209,000 in the three months ended October 31, 2004 compared to cash used in operating activities of $4.8 million in the three months ended October 31, 2003. This improvement is primarily related to reductions in accounts receivable balances. Cash provided by operating activities was $7.3 million in the nine months ended October 31, 2004, compared to cash provided by operating activities of $9.2 million in the nine months ended October 31, 2003. Operating cash flows decreased as a result of the EPG litigation settlement of $1.7 million and related legal costs of $1.6 million paid out primarily in the first half of fiscal 2004.

Average days’ sales outstanding fluctuate for a variety of reasons, including the timing of billings specified by contractual agreement, and receivables for expense reimbursements. The following table contains the quarterly days’ sales outstanding (DSO):

Quarter ended		DSO
October 31, 2004		35
July 31, 2004		46
April 30, 2004		46
January 31, 2004		59
October 31, 2003		56

Cash used in investing activities during the three months ended October 31, 2004 was $1.9 million compared to $2.0 million during the three months ended October 31, 2003. Cash used in investing activities during the nine months ended October 31, 2004 was $4.9 million, compared to $2.6 million during the nine months ended October 31, 2003. In the three and nine months ended October 31, 2004, increased investments in capital expenditures were made especially for a project to replace certain development hardware and software within our technology group in Charlotte, NC. Additionally, increased software development led to additional software costs being capitalized. In the three months ended October 31, 2003, an investment was made to purchase an anti-money laundering software product for $1.5 million.

Financing activities provided cash of $486,000 in the three months ended October 31, 2004, and provided cash of $482,000 in the three months ended October 31, 2003 and consisted of proceeds from stock option exercises and receipts related to the minority interest and shareholder loan associated with Carretek LLC. The cash used in financing activities in the nine months ended October 31, 2004 was $4.2 million and the cash used in financing activities in the nine months ended October 31, 2003 was $12.5 million. The cash used during the nine months ended October 31, 2004 was primarily a $6.3 million debt payment, offset by $1.6 million of proceeds from the exercise of stock options and $432,000 received related to the minority interest and shareholder loan associated with Carretek LLC. The cash used during the nine months ended October 31, 2003 included a $12.5 million debt payment and the $456,000 of deferred loan costs to amend our revolving credit agreement completed in July 2003, along with $384,000 of proceeds from stock option exercises and $98,000 of receipts related to the minority interest and shareholder loan associated with Carretek LLC.

We are a party to a revolving credit agreement with a group of banks providing for a commitment amount of $30.0 million and a maturity date of July 31, 2006. At October 31, 2004, the Company did not have any borrowings outstanding. At October 31, 2003, we had outstanding borrowings of $12.5 million under the credit agreement. Borrowings under the credit agreement currently bear interest equal to either the greater of prime or federal funds rate plus a margin ranging from 1.25% to 2.25% depending on our ratio of funded debt to Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”); or London Interbank Offered Rate (“LIBOR”) plus a margin equal to 2.75% to 3.75% depending on our ratio of funded debt to EBITDA. Interest payments are due quarterly. We are required to pay a commitment fee equal to 0.50% on the unused amount of the revolving credit agreement. The revolving credit agreement contains customary affirmative and negative covenants, some of which have been amended, including financial covenants requiring the maintenance of specified interest coverage, ratio of EBITDA to funded debt, and ratio of 80% of accounts receivable, cash and short-term investments to funded debt. Additionally, the payment of dividends is precluded subject to the approval of the banks. Substantially all of our assets collateralize this revolving credit agreement. As of October 31, 2004, we are in compliance with the covenants of the revolving credit agreement, as amended.

The following summarizes our contractual obligations at October 31, 2004 and the effect these contractual obligations are expected to have on our liquidity and cash flows in future periods (in thousands):

	Payments Due by Period
	Total		1 Year or Less		Years 2-3		Years 4-5		After 5 Years
Operating leases	$	16,552	$	3,715	$	6,349	$	5,155	$	1,333

We believe that current cash balances and expected future cash flows will be sufficient to meet our anticipated cash needs for working capital, capital expenditures and other activities during fiscal 2004. However, if current sources are not sufficient to meet our needs, we may seek additional equity or debt financing. There can be no assurance that additional financing would be available on acceptable terms, if at all. We are presently involved in a number of lawsuits. While we do not expect any negative outcomes, the final resolutions of the lawsuits are unknown, and could include judgments against us, or settlements that could require additional substantial payments by us. See Note 8 in our Notes to Condensed Consolidated Unaudited Financial Statements. The timing of the final resolution of these matters is uncertain. We believe that a material adverse outcome or outcomes with respect to the lawsuits could have a material adverse effect on our financial results, our business or our management including but not limited to, significantly impacting our liquidity in a negative manner as well as causing covenant violations under our revolving credit agreement, possibly resulting in a default thereunder. Further, we may in the future pursue acquisitions of businesses, products or technologies that could complement or expand our business and product offerings, and could change our financing needs. Our forecast of the period of time through which our financial resources will be adequate to support our operations is a forward looking statement that involves risks and uncertainties, and actual results could vary. The failure to secure additional financing when needed could have a material adverse effect on our business, financial condition and results of operations.

Critical Accounting Policies

In preparing our condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States, we use certain estimates and assumptions that affect the reported amounts and related disclosures and our estimates may vary from actual results. We consider the following seven accounting policies the most important to the portrayal of our financial condition and those that require the most subjective judgment. Although we believe that our estimates and assumptions are reasonable, actual results may differ, and such differences could be significant to our financial results.

Revenue Recognition

Our revenue recognition policies are in accordance with Statement of Position (“SOP”) 97-2, “Software Revenue Recognition,” as amended by SOP 98-9, “Modification of SOP 97-2, Software Revenue Recognition with Respect to Certain Transactions,” and Staff Accounting Bulletin (“SAB”) No. 101, “Revenue Recognition in Financial Statements,” SAB No. 104, Revenue Recognition and Emerging Issues Task Force (“EITF”) No. 00-21, “Revenue Arrangements with Multiple Deliverables.” In the case of software arrangements that require significant production, modification, or customization of software, or the license agreement requires us to provide implementation services that are determined to be essential to other elements of the arrangement, we follow the guidance in SOP 81-1, “Accounting for Performance of Construction — Type and Certain Production — Type Contracts.”

Consulting Fees. We employ three primary pricing methods in connection with our delivery of consulting services. First, we may price our delivery of consulting services on the basis of time and materials, in which case the customer is charged agreed-upon daily rates for services performed and out-of-pocket expenses. In this case, we are generally paid fees and related amounts usually on a monthly basis, and we recognize revenues as the services are performed. Second, we may deliver consulting services on a fixed-price basis. In this case, we are generally paid on a monthly basis or pursuant to an agreed upon payment schedule, and we recognize revenues on a percentage-of-completion basis. We believe that this method is appropriate because of our ability to determine performance milestones and determine dependable estimates of our costs applicable to each phase of a contract. Because financial reporting of these contracts depends on estimates, which are assessed continually during the term of the contract, costs are subject to revisions as the contract progresses. Anticipated losses on fixed-priced contracts are recognized when estimable. Third, we may deliver consulting services pursuant to a value-priced contract with the customer. In this case, we are paid, on an agreed upon basis with the customer, either a specified percentage of (1) the projected increased revenues and/or decreased costs that are expected to be derived by the customer generally over a period of up to twelve months following implementation of our solution or (2) the actual increased revenues and/or decreased costs experienced by the customer generally over a period of up to twelve months following implementation of our solution, subject in either case to a maximum, if any is agreed to, on the total amount of payments to be made to us. We must first commit time and resources to develop projections associated with value-pricing contracts before a bank will commit to purchase our solutions, and we therefore assume the risk of making these commitments with no assurance that the customer will purchase the solution. Costs associated with these value-pricing contracts are expensed as incurred. These contracts typically include payments to be made to us pursuant to an agreed upon schedule ranging from one to twelve months in length. We recognize revenues generated from consulting services in connection with value-priced contracts based upon projected results only upon completion of all services and agreement upon the actual fee to be paid (even though billings for these services may be delayed by mutual agreement for periods not to exceed twelve months). In an effort to allow customers to more closely match expected benefits from our services with payments to us, we may on occasion, offer payment terms which extend beyond 12 months. When we enter into an agreement that has a significant component of the total amount payable under the agreement due beyond 12 months or if it is determined payments are not fixed and determinable at the date the agreement is entered into, revenue under the arrangement will be recognized as payments become due and payable. When fees are to be paid based on a percentage of actual revenues and/or savings to our customers, we recognize revenues only upon completion of all services and as the amounts of actual revenues or savings are confirmed by the customer with a fixed payment date.

Costs associated with time and materials, fixed-priced and value-priced consulting fee arrangements are expensed as incurred and are included as a component of the cost of consulting fees.

We expect that value-priced contracts will continue to account for a significant portion of our revenues in the future. As a consequence of the use of value-priced contracts and due to the revenue recognition policy associated with those contracts, our results of operations will likely fluctuate significantly from period to period.

Regardless of the pricing method employed by us in a given contract, we are typically reimbursed on a monthly basis for out-of-pocket expenses incurred on behalf of our customers.

Software License Fees. A software license is sold either together with implementation services or on a stand-alone basis. We are usually paid software license fees in one or more installments, as provided in the customer’s contract but not to exceed 12 months. We recognize software license revenue upon execution of a contract and delivery of the software, provided that the license fee is fixed and determinable, no significant production, modification or customization of the software is required and collection is considered probable by management. When the software license arrangement requires us to provide implementation services that are essential to the functionality of the software or significant production, customization or modification of the software is required, both the product license revenue and implementation fees are recognized as services are performed.

In certain instances, especially with recently developed software, we defer software license revenue recognition until the services are completed and the project is accepted by the customer. This practice is followed for the first two installations of a recently developed software product. After two successful implementations, the product is considered generally available (“GA”).

Software licenses are often sold as part of a multiple element arrangement that may include maintenance, implementation or consulting. We determine whether there is vendor specific objective evidence of fair value (“VSOEFV”) for each element identified in the arrangement to determine whether the total arrangement fees can be allocated to each element. If VSOEFV exists for each element, the total arrangement fee is allocated based on the relative fair value of each element. In cases where there is not VSOEFV for each element, or if it is determined services are essential to the functionality of the software being delivered, or if significant production, modification or customization of the software is required, we initially defer revenue recognition of the software license fees until VSOEFV is established or the services are performed. However, if VSOEFV is determinable for all of the undelivered elements, and assuming the undelivered elements are not essential to the delivered elements, we will defer recognition of the full fair value related to the undelivered elements and recognize the remaining portion of the arrangement value through application of the residual method. Where VSOEFV has not been established for certain undelivered elements, revenue for all elements is deferred until those elements have been delivered or their fair values have been determined. Evidence of VSOEFV is determined for software products based on actual sales prices for the product sold to a similar class of customer and based on pricing strategies set forth in our price book. Evidence of VSOEFV for services (installation, implementation and consulting) is based upon standard billing rates and the estimated level of effort for individuals expected to perform the related services. We establish VSOEFV for maintenance agreements using the percentage method such that VSOEFV for maintenance is a percentage of the license fee charged annually for specific software product, which in most instances is 20% of the portion of arrangement fees allocated to the software license element.

Although substantially all of our current software licenses provide for a fixed-price license fee, some licenses provide for the customer to pay a monthly license fee based on the actual use of the software product. The level of license fees earned by us under this arrangement will vary based on the actual amount of use by the customer. Revenue under these arrangements is recognized on a monthly basis as the usage becomes determinable.

Software Maintenance Fees. In connection with our sale of a software license, a customer may elect to purchase software maintenance services. Most of the customers that purchase software licenses from us also purchase software maintenance services, which typically are renewed annually. We charge an annual maintenance fee, which is typically a percentage of the initial software license fee. The annual maintenance fee generally is paid to us at the beginning of the maintenance period, and we recognize these revenues ratably over the term of the related contract. If the annual maintenance fee is not paid at the beginning of the maintenance period, we defer revenue recognition until the time that the maintenance fee is paid by the customer. We normally continue to provide maintenance service while awaiting payment from customers. When the payment is received, revenue is recognized for the period that revenue was previously deferred. This may result in volatility in software maintenance revenue from period-to-period.

Software Implementation Fees. In connection with the sale of a software license, a customer may elect to purchase software implementation services, including software enhancements and other software services. Most of the customers that purchase software licenses from us also purchase software implementation services. We price our implementation services on a time-and-material or on a fixed-price basis, and we recognize the related revenues as services are performed. Costs associated with these engagements are expensed as incurred.

Our contracts typically do not include right of return clauses, and as a result, we do not record a provision for returns.

Royalties

In connection with software license and maintenance agreements entered into with certain banks and purchase agreements with vendors under which we acquired software technology used in products sold to its customers, we are required to pay royalties on sales of certain software products. Under these arrangements, we accrue royalty expense when the associated revenue is recognized. For current product offerings, the royalty percentages generally range from 20%-50% of the associated revenues. Royalty expense is included as a component of the cost of software license fees and cost of software maintenance fees in the accompanying condensed consolidated statement of operations.

Allowance for Doubtful Accounts

A large proportion of our revenues and receivables are attributable to our customers in the banking industry. Our trade accounts receivable balance is recorded net of allowances for amounts not expected to be collected from our customers. Because our accounts receivable are typically unsecured, we periodically evaluate the collectibility of our accounts based on a combination of factors, including a particular customer’s ability to pay as well as the age of receivables. In cases where the evidence suggests a customer may not be able to satisfy its obligation to us or if the collection of the receivable becomes doubtful due to a dispute that arises subsequent to the delivery of our products and services, we set up a specific reserve in an amount we determine appropriate for the perceived risk. If circumstances change, such as higher than expected defaults or an unexpected material adverse change in a customer’s ability to meet their financial obligations to us, our estimates of recoverability of amounts due us could be reduced by a material amount.

Software Costs Capitalized, Goodwill, Other Intangible Assets and Other Long-Lived Assets

Software costs capitalized include developed technology acquired in acquisitions and costs incurred by us in developing our products that qualify for capitalization. We capitalize our software development costs, other than costs for internal-use software, in accordance with Statement of Financial Accounting Standards No. 86, “Accounting for Costs of Computer Software to be Sold, Leased or Otherwise Marketed” (“SFAS 86”). Our policy is to capitalize software development costs incurred in developing a product once technological feasibility of the product has been established. Software development costs capitalized also include amounts paid for purchased software on products that have reached technological feasibility. Technological feasibility of the product is determined after completion of a detailed program design and a determination has been made that any uncertainties related to high-risk development issues have been resolved. If the process of developing the product does not include a detailed program design, technological feasibility is determined only after completion of a working model. All capitalized software development costs are amortized using an amount determined as the greater of: (1) the ratio that current gross revenues for a capitalized software project bears to the total of current and future projected gross revenues for that project or (2) the straight-line method over the remaining economic life of the product (generally three to six years).

Goodwill and intangibles with indefinite lives are assessed on an annual basis for impairment at the reporting unit level by applying a fair value based test. We performed the initial impairment test of goodwill and intangibles with indefinite lives assets at February 1, 2002 and a follow up test at November 1, 2002 to determine if an impairment charge should be recognized under SFAS 142. The initial impairment analysis did not result in any write-down of capitalized costs. We perform an annual impairment assessment on November 1^st of each year or when factors indicate that other long-lived assets should be evaluated for possible impairment. We use an estimate of undiscounted future net cash flows over the remaining life of the asset to determine if impairment has occurred. Assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent from other asset groups. An impairment in the carrying value of an asset is assessed when the undiscounted, expected future operating cash flows derived from the asset are less than its carrying value. Management believes that assumptions used to determine cash flows are reasonable, but actual future cash flows may differ from those estimated. If we determine an asset has been impaired, the impairment is recorded based on the estimated fair value of the impaired asset. During the fourth quarter of the year ended January 31, 2004, we performed our annual evaluation for goodwill impairment and determined that the carrying amount of goodwill was not impaired and have not noted any factors subsequent that would indicate impairment. Goodwill at October 31, 2004 totaled $20.8 million. Any deterioration in market conditions, increases in interest rates and changes in our projections with respect to the Global Payments Technologies reporting unit to which goodwill is allocated would result in additional impairment charges in the future.


Global Tracking	A complete bar code tracking system eliminates manual log sheets, automates data gathering and maximizes workflow by tracking accountable mail, branch bags, item volumes, currency bags, incoming domestic and international deposits, outgoing cash letters, exceptions and much more.	Receive Sentry

eMetrics	Performance-measurement software suite that uses historical data to generate key performance indicators, item processing volume data, productivity statistics and quality control benchmarks.	Lumen, ProModel, eiMICR, eiStats, eiQuality, eiPerform

Electronic Check Presentment and Image Exchange	Enables banks to transition from paper-based to electronic payment systems by automating key elements of the processing stream, creation of image replacement documents (“IRD”) as well as improving a bank’s yield from float management. Aided by Check 21 legislation, these solutions are designed to reduce and eventually eliminate the movement of paper payments through the system, improving productivity, reducing errors, increasing customer satisfaction and reducing fraud.	ExchgLink , IRD Create, CheckLink, CheckLink PC, Deposit Manager, Branch Truncation Manager and Cnotes

ATM Solutions	Advanced ATM monitoring and management, improving ATM availability and ensuring service levels are met. These solutions include an automated ATM monitoring and dispatching system for maximizing network availability; and a real-time Internet-based system for efficient handling of ATM service requests and responses.	eiManager, eiGateway

Cash Solutions	A product suite, now optimized through Web-based software solutions, that dramatically reduces the amount of cash banks, financial institutions and companies need to hold as cash-on-hand throughout vault, branch and ATM networks. These solutions also automate and standardize the cash ordering process. Consulting solutions can drive further efficiency and automation in vault, branch and ATM operations.	iCom, ReserveLink, ReserveLink Plus, Cash Supply Chain Consulting

Number		Exhibit Description
31.1		Certification Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

31.2		Certification Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

32.1		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

		CARREKER CORPORATION

By:	/s/ John D. Carreker, Jr.		Date:	December 10, 2004
	John D. Carreker, Jr.
	Chairman of the Board and Chief Executive Officer


By:	/s/ Lisa K. Peterson		Date:	December 10, 2004
	Lisa K. Peterson
	Chief Financial Officer

Period	Capitalized Software Costs		Acquired Developed Technology
November 1, 2004 – January 31, 2005	$	198	$	1,155
Fiscal year ending January 31, 2006	464		4,620
Fiscal year ending January 31, 2007	355		4,107
Fiscal year ending January 31, 2008	236		1,200