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EX-32.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002. - OFFICIAL PAYMENTS HOLDINGS, INC.exhibit322.htm
EX-10.4 - EMPLOYMENT AGREEMENT DATED AS OF MAY 23, 2011 BETWEEN TIER TECHNOLOGIES, INC. AND SANDIP MOHAPATRA - OFFICIAL PAYMENTS HOLDINGS, INC.exhibit104.htm
EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO RULES 13A-14(A) AND 15D-14(A) PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. - OFFICIAL PAYMENTS HOLDINGS, INC.exhibit311.htm
EX-31.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULES 13A-14(A) AND 15D-14(A) PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. - OFFICIAL PAYMENTS HOLDINGS, INC.exhibit312.htm
EX-10.3 - NONSTATUTORY STOCK OPTION AGREEMENT FOR INDUCEMENT GRANT DATED AS OF JUNE 13, 2011 BETWEEN TIER TECHNOLOGIES, INC. AND JEFFREY W. HODGES - OFFICIAL PAYMENTS HOLDINGS, INC.exhibit103a.htm
EXCEL - IDEA: XBRL DOCUMENT - OFFICIAL PAYMENTS HOLDINGS, INC.Financial_Report.xls
EX-32.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002. - OFFICIAL PAYMENTS HOLDINGS, INC.exhibit321.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2011

OR

o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
__________________

Commission file number 000-23195

TIER TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

Delaware
94-3145844
(State or other jurisdiction
of incorporation or organization)
(I.R.S. Employer
Identification No.)

11130 Sunrise Valley Drive, Suite 300
Reston, Virginia
20191
(Address of principal executive offices)
(Zip code)
 
(571) 382-1000
(Registrant's telephone number, including area code)

Not applicable
(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 period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes x No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes x No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of “large accelerated filer," "accelerated filer," and "smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):
 
Large accelerated filer o
Accelerated filer x
Non-accelerated filer o
Smaller reporting company o
(Do not check if a smaller reporting company)
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o     No x
 
At July 31, 2011 there were 16,641,621 shares of the Registrant's Common Stock outstanding.
 


 
 

 

TIER TECHNOLOGIES, INC.
TABLE OF CONTENTS
 
PART I.  FINANCIAL INFORMATION
1
Item 1.  Consolidated Financial Statements
1
Consolidated Balance Sheets
1
Consolidated Statements of Operations
2
Consolidated Statements of Comprehensive Income/(Loss)
3
Consolidated Statements of Cash Flows
4
Consolidated Supplemental Cash Flow Information
5
Notes to Consolidated Financial Statements (unaudited)
6
Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations
22
Item 3.  Quantitative and Qualitative Disclosures about Market Risk
35
Item 4.  Controls and Procedures
35
PART II.  OTHER INFORMATION
36
Item 1A.  Risk Factors
36
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds
42
Item 5.  Other Information
43
Item 6.  Exhibits
43
SIGNATURE
44
EXHIBIT INDEX
45
 

Private Securities Litigation Reform Act Safe Harbor Statement


Statements made in this report that are not historical facts are forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements relate to future events or Tier’s future financial and/or operating performance and generally can be identified as such because the context of the statement includes words such as “may,” “will,” “intends,” “plans,” “believes,” “anticipates,” “expects,” “estimates,” “shows,” “predicts,” “potential,” “continue,” or “opportunity,” the negative of these words or words of similar import.  Tier undertakes no obligation to update any such forward-looking statements.  Each of these statements is made as of the date hereof based only on current information and expectations that are inherently subject to change and involve a number of risks and uncertainties.  Actual events or results may differ materially from those projected in any of such statements due to various factors, including, but not limited to: general economic conditions, which affect Tier’s financial results in all our markets, which we refer to as “verticals,” particularly the federal vertical, the state and local vertical and property tax vertical;  effectiveness and performance of our systems, payment processing platforms and operational infrastructure; our ability to grow EPS revenue while controlling our costs; the potential loss of funding by clients, including due to government budget shortfalls or revisions to mandated statutes; the timing, initiation, completion, renewal, extension or early termination of client projects; our ability to realize revenues from our business development opportunities; the impact of governmental investigations or litigation; and unanticipated claims as a result of project performance, including due to the failure of software providers or subcontractors to satisfactorily complete engagements.  For a discussion of these and other factors which may cause our actual events or results to differ from those projected, please refer to Item 1A. Risk Factors beginning on page 36 of this report.

 

 
i

 

 
PART I.  FINANCIAL INFORMATION
 
ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS
 
TIER TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS
 
(in thousands)
 
June 30, 2011
   
September 30, 2010
 
   
(unaudited)
       
ASSETS:
           
Current assets:
           
Cash and cash equivalents
  $ 36,360     $ 45,757  
Investments in marketable securities
    7,250       8,249  
Restricted investments
    6,000       1,311  
Accounts receivable, net
    3,716       4,883  
Settlements receivable, net
    8,752       8,356  
Prepaid expenses and other current assets
    1,727       1,407  
Total current assets
    63,805       69,963  
                 
Property, equipment and software, net
    12,115       12,032  
Goodwill
    17,437       17,381  
Other intangible assets, net
    4,898       7,477  
Restricted investments
          6,000  
Other assets
    187       172  
Total assets
  $ 98,442     $ 113,025  
                 
LIABILITIES AND SHAREHOLDERS’ EQUITY:
               
Current liabilities:
               
Accounts payable
  $ 408     $ 1,059  
Settlements payable
    13,103       10,716  
Accrued compensation liabilities
    2,556       4,261  
Accrued discount fees
    5,494       4,624  
Other accrued liabilities
    1,830       2,718  
Deferred income
    408       558  
Total current liabilities
    23,799       23,936  
Other liabilities:
               
Deferred rent
    1,562       1,257  
Other liabilities
    36       596  
Total other liabilities
    1,598       1,853  
Total liabilities
    25,397       25,789  
                 
Contingencies and commitments (Note 8)
               
                 
Shareholders’ equity:
               
Preferred stock, no par value; authorized shares:  4,579;
no shares issued and outstanding
           
Common stock, $0.01 par value, and paid-in capital; shares authorized: 44,260;
shares issued: 20,817 and 20,706; shares outstanding: 16,642 and 18,170
    193,390       193,620  
Treasury stock—at cost, 4,175 and 2,536 shares
    (31,383 )     (21,020 )
Accumulated other comprehensive loss
          (1 )
Accumulated deficit
    (88,962 )     (85,363 )
Total shareholders’ equity
    73,045       87,236  
Total liabilities and shareholders’ equity
  $ 98,442     $ 113,025  
 
 
See Notes to Consolidated Financial Statements
 
1

 

 
TIER TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)

   
Three months ended
June 30,
   
Nine months ended
June 30,
 
(in thousands, except per share data)
 
2011
   
2010
   
2011
   
2010
 
Revenues
  $ 38,443     $ 39,447     $ 101,679     $ 102,889  
                                 
Costs and expenses:
                               
Direct costs
    30,696       30,611       78,898       77,239  
General and administrative
    5,530       5,950       16,339       18,469  
Selling and marketing
    1,690       1,396       5,062       4,435  
Depreciation and amortization
    1,856       1,670       5,420       4,913  
Total costs and expenses
    39,772       39,627       105,719       105,056  
Loss from continuing operations before other income and income taxes
    (1,329 )     (180 )     (4,040 )     (2,167 )
                                 
Other income:
                               
Interest income, net
    19       90       76       388  
Gain on investments
          17             31  
Gain on sale of asset
          10             10  
Total other income
    19       117       76       429  
                                 
Loss from continuing operations before income taxes
    (1,310 )     (63 )     (3,964 )     (1,738 )
Income tax provision (benefit)
    46       157       (139 )     12  
                                 
Loss from continuing operations
    (1,356 )     (220 )     (3,825 )     (1,750 )
(Loss) gain from discontinued operations, net
    (76 )     (180 )     226       61  
                                 
Net loss
  $ (1,432 )   $ (400 )   $ (3,599 )   $ (1,689 )
                                 
(Loss) gain per share—Basic and diluted:
                               
From continuing operations
  $ (0.08 )   $ (0.01 )   $ (0.22 )   $ (0.09 )
From discontinued operations
          (0.01 )     0.01        
Loss per share—Basic and diluted
  $ (0.08 )   $ (0.02 )   $ (0.21 )   $ (0.09 )
                                 
Weighted average common shares used in computing:
                               
Basic and diluted loss per share
    16,951       18,151       17,252       18,153  
                                 
                                 

See Notes to Consolidated Financial Statements

 
2

 


TIER TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(unaudited)
 
   
Three months ended June 30,
   
Nine months ended June 30,
 
(in thousands)
 
2011
   
2010
   
2011
   
2010
 
Net loss
  $ (1,432 )   $ (400 )   $ (3,599 )   $ (1,689 )
Other comprehensive income, net of tax:
                               
Unrealized gain on investment in marketable securities
          2       1       1  
Other comprehensive income
          2       1       1  
Comprehensive loss
  $ (1,432 )   $ (398 )   $ (3,598 )   $ (1,688 )

See Notes to Consolidated Financial Statements

 
3

 


TIER TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
   
Nine months ended
June 30,
 
(in thousands)
 
2011
   
2010
 
CASH FLOWS FROM OPERATING ACTIVITIES:
           
Net  loss
  $ (3,599 )   $ (1,689 )
Less: Gain from discontinued operations, net
    226       61  
Loss from continuing operations, net
    (3,825 )     (1,750 )
Non-cash items included in net loss:
               
Depreciation and amortization
    5,420       4,913  
Provision for doubtful accounts
    457       758  
Deferred rent
    415       275  
Share-based compensation
    (523 )     715  
Capitalized software impairment loss
    268        
Other
          (44 )
Net effect of changes in assets and liabilities:
               
Accounts and settlements receivable, net
    314       3,167  
Prepaid expenses and other assets
    (273 )     (426 )
Accounts and settlements payable and accrued liabilities
    (839 )     1,623  
Income taxes receivable
    (62 )      
Deferred income
    (150 )     (455 )
Cash provided by operating activities from continuing operations
    1,202       8,776  
Cash (used in) provided by operating activities from discontinued operations
    (138 )     61  
Cash provided by operating activities
    1,064       8,837  
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Purchases of available-for-sale securities
    (13,248 )     (23,586 )
Maturities of available-for-sale securities
    14,576       9,894  
Sales of trading securities
          20,325  
Maturities of restricted investments
    983        
Investment in internally developed software
    (1,063 )     (982 )
Purchase of equipment and software
    (2,111 )     (2,844 )
Additions to goodwill—ChoicePay acquisition
    (56 )     (30 )
Collection on note receivable
          261  
Proceeds from sale of equipment
          10  
Cash (used in) provided by investing activities from continuing operations
    (919 )     3,048  
Cash provided by investing activities from discontinued operations
    364        
Cash (used in) provided by investing activities
    (555 )     3,048  
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Purchase of company stock
    (10,363 )     (749 )
Net proceeds from issuance of common stock
    482        
Capital lease obligations and other financing arrangements
    (25 )     (24 )
Cash used in financing activities
    (9,906 )     (773 )
Net (decrease) increase in cash and cash equivalents
    (9,397 )     11,112  
Cash and cash equivalents at beginning of period
    45,757       21,969  
Cash and cash equivalents at end of period
  $ 36,360     $ 33,081  


 
4

 

TIER TECHNOLOGIES, INC.
CONSOLIDATED SUPPLEMENTAL CASH FLOW INFORMATION
(unaudited)

   
Nine months ended
June 30,
 
(in thousands)
 
2011
   
2010
 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
           
Cash paid during the period for:
           
Interest
  $ 3     $ 15  
Income taxes paid, net
  $ 74     $ 52  
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
               
Equipment acquired under capital lease obligations
  $ 18     $  
Investments released from restriction
  $ 327     $ 50  
Decrease in fair value of ARS Rights
  $     $ 2,391  
Increase in fair value of trading securities
  $     $ 2,422  
Tenant improvements acquired with deferred rent credit
  $     $ 959  



See Notes to Consolidated Financial Statements

 
5

Tier Technologies, Inc.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
 
NOTE 1—NATURE OF OPERATIONS AND BASIS OF PRESENTATION
 
NATURE OF OPERATIONS
 
Tier Technologies, Inc., or Tier, primarily provides Electronic Payment Solutions, or EPS, services, which are provided by our wholly owned subsidiary Official Payments Corporation, or OPC.  We operate in the following biller direct markets:
 
·  
Federal—which includes federal income and business tax payments;
 
·  
State and local—which includes state and local income tax payments and business tax payments;
 
·  
Property tax—which covers state and local real property tax;
 
·  
Utility—which includes private and public utilities;
 
·  
Education—which consists of services to post-secondary educational institutions; and
 
·  
Other—which includes local government fines and fees, motor vehicle registration and payments, rent, insurance, K-12 education meal payments and fee payments, and personal property tax payments.
 
We also operate in one other business area called our Voice and Systems Automation, or VSA, business, which we are winding down over the next two years because the services are neither compatible with our long-term strategic direction nor complementary with businesses we have divested.  VSA provides call center interactive voice response systems and support services, which include customization, installation and maintenance.
 
For additional information about our EPS and Wind-down operations, see Note 9—Segment Information.
 
BASIS OF PRESENTATION
 
Our Consolidated Financial Statements were prepared in accordance with accounting principles generally accepted in the United States of America, or US GAAP, for interim financial information and in accordance with Regulation S-X, Article 10, under the Securities Exchange Act of 1934, as amended.  They are unaudited and exclude some disclosures required for annual financial statements. We reclassified historical information in the Consolidated Statement of Cash Flows to conform with the current period presentations. Within discontinued operations, we reclassified from operating activities to investing activities, the gain on disposal of discontinued operations. We believe we have made all necessary adjustments so that our Consolidated Financial Statements are presented fairly and that all such adjustments are of a normal recurring nature.
 
Preparing financial statements requires us to make estimates and assumptions that affect the amounts reported on our Consolidated Financial Statements and accompanying notes.  We believe that near-term changes could impact the following estimates: collectability of receivables; share-based compensation; valuation of goodwill, intangibles and investments; contingent liabilities; and effective tax rates, deferred taxes and associated valuation allowances.  Although we believe the estimates and assumptions used in preparing our Consolidated Financial Statements and related notes are reasonable in light of known facts and circumstances, actual results could differ materially.
 
NOTE 2—RECENT ACCOUNTING PRONOUNCEMENTS
 
FASB ASC 860.  In June 2009, the Financial Accounting Standards Board, or FASB, issued FASB Accounting Standards Codification, or ASC, 860, which eliminates the concept of a qualifying special-purpose entity, creates more stringent conditions for reporting a transfer of a portion of a financial asset as a sale, clarifies other sale-accounting criteria, and changes the initial measurement of a transferor’s
 
6

Tier Technologies, Inc.

interest in transferred financial assets. FASB ASC 860 will be effective for transfers of financial assets in fiscal years beginning after November 15, 2009 and in interim periods within those fiscal years with earlier adoption prohibited. We adopted FASB ASC 860 effective October 1, 2010.  The adoption of this ASC had no impact on our financial position and results of operations.
 
FASB ASU 2010-06.  In January 2010, the FASB issued FASB Accounting Standards Update, or ASU 2010-06, which amends the disclosure requirements relating to recurring and nonrecurring fair value measurements.  New disclosures are required about transfers into and out of the levels 1 and 2 fair value hierarchy and separate disclosures about purchases, sales, issuances and settlements relating to Level 3 measurements.  This ASU also requires an entity to present information about purchases, sales, issuances and settlements for significant unobservable inputs on a gross basis rather than as a net number.  This ASU was effective for us with the reporting period beginning January 1, 2010, except for the disclosures on the roll forward activities for Level 3 fair value measurements, which will become effective for us with the reporting period beginning October 1, 2011.  The adoption of this ASU had no impact on our financial position and results of operations, as it only requires additional disclosures.
 
FASB ASU 2010-28.  In December 2010, the FASB issued FASB ASU 2010-28, which affects entities evaluating goodwill for impairment under FASB ASC 350-20.  ASU 2010-28, among other things, requires entities with a zero or negative carrying value to assess, considering qualitative factors, whether it is more likely than not that goodwill impairment exists.  If an entity concludes that it is more likely than not that goodwill impairment exists, the entity must perform step 2 of the goodwill impairment test.  ASU 2010-28 is effective for impairment tests performed during an entity’s fiscal year beginning after December 15, 2010, with early adoption not permitted.  We will adopt this ASU effective October 1, 2011.  We do not believe the adoption of this ASU will have a material impact on our financial position or results of operations.
 
FASB ASU 2011-04.  In May 2011, the FASB issued FASB ASU 2011-04, which clarifies some existing concepts, eliminates wording differences between US GAAP and International Financial Reporting Standards, or IFRS, and changes some of the principles and disclosures of fair value measurement to achieve convergence between US GAAP and IFRS.  ASU 2011-04 also expands the disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs.  We will adopt this ASU effective January 1, 2012.  We do not believe the adoption of this ASU will have a material impact on our financial position or results of operations.
 
NOTE 3—INVESTMENTS
 
We had $7.3 million and $8.2 million at June 30, 2011 and September 30, 2010, respectively, in marketable securities classified as available-for-sale as defined by GAAP.  These investments are reported as Investments in marketable securities on the Consolidated Balance Sheets.  In addition, our bank requires us to maintain a $6.0 million money market investment as a compensating balance to guarantee availability of funds for processing outgoing Automated Clearing House payments to our clients.  This money market investment is reported as current Restricted investments on the Consolidated Balance Sheets.  As part of our banking consolidation efforts, we began processing outgoing Automated Clearing House payments to our clients from a new bank in July 2011.  As our processing with the previous bank continues to wind down, we will no longer be required to hold a compensating balance at that bank.  We are expecting this compensating balance to be released in August 2011, and therefore reclassed the restricted balance from long-term to current Restricted Investments on the Consolidated Balance Sheets.
 
Unrestricted investments with original maturities of 90 days or less (as of the date that we purchased the securities) are classified as cash equivalents.  As of June 30, 2011, all of our debt securities that were included in marketable securities had remaining maturities within one year.
 
The following table shows the balance sheet classification, amortized cost and estimated fair value of investments included in current investments in marketable securities:
 
7

Tier Technologies, Inc.

 
   
June 30, 2011
   
September 30, 2010
 
(in thousands)
 
Amortized cost
   
Unrealized gain (loss)
   
Estimated fair value
   
Amortized cost
   
Unrealized gain (loss)
   
Estimated fair value
 
Investments in marketable securities:
                                   
U.S. Treasury bills
  $ 7,250     $     $ 7,250     $     $     $  
Certificates of deposit
                      50             50  
Discount notes
                      8,199             8,199  
Total marketable securities
    7,250             7,250       8,249             8,249  
                                                 
Total investments
  $ 7,250     $     $ 7,250     $ 8,249     $     $ 8,249  
 
NOTE 4—FAIR VALUE MEASUREMENTS
 
Fair value is defined under US GAAP as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.  Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.  The fair value hierarchy is based on three levels of inputs that may be used to measure fair value as follows:
 
Level 1—
Quoted prices in active markets for identical assets or liabilities.
 
Level 2—
Inputs other than quoted prices in active markets, that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
 
Level 3—
Unobservable inputs, for which there is little or no market data for the assets or liabilities.
 
 
The following table represents the fair value hierarchy for our financial assets, comprised of cash equivalents and investments, measured at fair value on a recurring basis as of June 30, 2011 and September 30, 2010.
 
Fair value measurements as of June 30, 2011
 
                         
(in thousands)
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Cash equivalents:
                       
U. S. Treasury bills
  $ 14,450     $     $     $ 14,450  
Money market
    1,044                   1,044  
                                 
Investments in marketable securities:
                               
U.S. Treasury bills
    7,250                   7,250  
                                 
Restricted investments:
                               
Money market
    6,000                   6,000  
Total
  $ 28,744     $     $     $ 28,744  


 
8

Tier Technologies, Inc.

 

 
Fair value measurements as of September 30, 2010
 
                         
(in thousands)
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Cash equivalents:
                       
U.S. Treasury bills
  $ 23,514     $     $     $ 23,514  
Money market
    1,932                   1,932  
                                 
Investments in marketable securities:
                               
Discount notes
          8,199             8,199  
Certificates of deposit
          50             50  
                                 
Restricted investments:
                               
Money market
    6,000                   6,000  
Certificates of deposit
          1,311             1,311  
Total
  $ 31,446     $ 9,560     $     $ 41,006  
 
NOTE 5—CUSTOMER CONCENTRATION AND RISK
 
We derive a significant portion of our revenue from a limited number of governmental customers.  Typically, the contracts allow these customers to terminate all or part of the contract for convenience or cause.  We have one client, the Internal Revenue Service, or IRS, which is the source of more than 10% of our revenues from EPS operations.
 
The following table shows the revenues specific to our contract with the IRS:
 
   
Nine months ended June 30,
 
(in thousands, except percentage)
 
2011
   
2010
 
Revenue
  $ 18,592     $ 17,323  
Percentage of EPS revenue
    18.5 %     17.2 %
 
Accounts receivable, net.  We reported $3.7 million and $4.9 million in Accounts receivable, net on our Consolidated Balance Sheets for June 30, 2011 and September 30, 2010, respectively.  This item represents the short-term portion of receivables from our customers and other parties and retainers that we expect to receive.  Approximately 3.7% and 19.8% of the balances reported at June 30, 2011 and September 30, 2010, respectively, represent accounts receivable, net that is attributable to operations that we intend to wind down during the course of the next two years.  The remainder of the Accounts receivable, net balance is composed of receivables from certain of our EPS customers.  None of our customers have receivables that exceed 10% of our total receivable balance.  As of June 30, 2011 and September 30, 2010, Accounts receivable, net included an allowance for uncollectible accounts of $0.6 million and $1.1 million, respectively, which represents the balance of receivables that we believe are likely to become uncollectible.
 
 
Settlements receivable, net. As of June 30, 2011 and September 30, 2010, we reported $8.8 million and $8.4 million, respectively, in Settlements receivable, net on our Consolidated Balance Sheets, which represents amounts due from credit or debit card companies or banks.  Individuals and businesses settle their obligations to our various clients, primarily utility and other public sector clients, using credit or debit cards or via ACH payments.  We create a receivable for the amount due from the credit or debit card company or bank and an offsetting payable to the client.  Once we receive confirmation the funds have been received, we settle the obligation to the client.  The due dates of our clients’ obligations and the timing of the bank transactions can cause fluctuations in the balance of Settlements receivable, net from period to period.  See Note 8-Contingencies and Commitments for information about the settlements payable to our clients.
 
9

Tier Technologies, Inc.

 
NOTE 6—GOODWILL AND OTHER INTANGIBLE ASSETS
 
GOODWILL
 
As a result of our acquisition of substantially all of the assets of ChoicePay, Inc. in January 2009, we may be required to pay an earn out of up to $2.0 million through December 31, 2013, based upon a percentage of the gross profits generated by specific client contracts.  Any earn out is recorded as additional goodwill associated with the asset acquisition.  As of June 30, 2011, we have paid ChoicePay approximately $139,200 for this earn-out.  We expect the remaining potential earn out will not exceed $300,000 over the remaining life of the agreement.  The following table summarizes changes in the carrying amount of goodwill during the nine months ended June 30, 2011.
 
(in thousands)
 
EPS
   
Total
 
Balance at September 30, 2010
  $ 17,381     $ 17,381  
ChoicePay, Inc. earn out
    56       56  
Balance at June 30, 2011
  $ 17,437     $ 17,437  
 
As a general practice, we test goodwill for impairment during the fourth quarter of each fiscal year at the reporting unit level using a fair value approach.  If an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value, we would evaluate goodwill for impairment between annual tests.  One such triggering event is when there is a more-likely-than-not expectation that a reporting unit or a significant portion of a reporting unit will be sold or otherwise disposed of.  No such events occurred during the nine months ended June 30, 2011.
 
OTHER INTANGIBLE ASSETS, NET
 
Currently, all of our other intangible assets are included in our Continuing Operations.  We test our other intangible assets for impairment when an event occurs or circumstances change that would more likely than not reduce the fair value of the assets below the carrying value.  No such events occurred during the nine months ended June 30, 2011.  During the three months ended March 31, 2011 we evaluated the life of our client relationships acquired with the ChoicePay acquisition.  This evaluation led to the decision to shorten the life of those client relationships to ten years from sixteen.  The amortization period has been adjusted prospectively to reflect the reduction in expected life.  The following table summarizes Other intangible assets, net, for our Continuing Operations:
 
     
June 30, 2011
   
September 30, 2010
 
(in thousands)
Amortization period
 
Gross
   
Accumulated amortization
   
Net
   
Gross
   
Accumulated amortization
   
Net
 
Client relationships
8-10 years
  $ 26,059     $ (22,404 )   $ 3,655     $ 30,037     $ (24,378 )   $ 5,659  
Technology and research and development
5 years
    1,842       (1,072 )     770       5,618       (4,556 )     1,062  
Trademarks
6-10 years
    3,463       (2,990 )     473       3,463       (2,707 )     756  
Other intangible assets, net
    $ 31,364     $ (26,466 )   $ 4,898     $ 39,118     $ (31,641 )   $ 7,477  
 
During the nine months ended June 30, 2011, we recognized $2.6 million of amortization expense on our other intangible assets.

 
10

Tier Technologies, Inc.

 
NOTE 7—INCOME TAXES
 
Significant components of the provision for income taxes at the consolidated level, which includes Continuing Operations and Discontinued Operations, are as follows:
 
   
Three months ended June 30,
   
Nine months ended June 30,
 
(in thousands)
 
2011
   
2010
   
2011
   
2010
 
Current income tax (benefit) provision:
                       
State
  $ (8 )   $ 37     $ 12     $ 52  
Federal
                       
Total (benefit) provision for income taxes
  $ (8 )   $ 37     $ 12     $ 52  
 
We did not record a federal tax provision due to availability of net operating loss carryforwards.  Our effective tax rates differ from the federal statutory rate due to state income taxes, and the charge for establishing a valuation allowance on our net deferred tax assets.  Our future tax rate may vary due to a variety of factors, including, but not limited to:  the relative income contribution by tax jurisdiction; changes in statutory tax rates; changes in our valuation allowance; our ability to utilize net operating losses and any non-deductible items related to acquisitions or other nonrecurring charges.  Deferred tax assets are reduced by a valuation allowance, when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
 
Generally, the amount of tax expense or benefit allocated to continuing operations is determined without regard to the tax effects of other categories of income or loss, such as discontinued operations, extraordinary items, other comprehensive income and items charged or credited to shareholders’ equity.  However, an exception to the general rule is provided when there is a pre-tax loss from continuing operations and pre-tax income from other categories in the current year.  In such instances, income from other categories must be considered in allocating the aggregate tax provision for the period among the various categories.  The intra-period tax allocation rules in ASC 740-20 related to items charged directly to other categories of income or loss can result in deferred tax assets or liabilities that remain until certain events occur.  Income tax expense related to Continuing Operations for the nine months ended June 30, 2011 includes a benefit of $151,000 due to the required intra-period tax allocation.  Conversely, Discontinued Operations for the nine months ended June 30, 2011 includes a charge of $151,000 related to a gain on disposal of discontinued operations.
 
LIABILITIES FOR UNRECOGNIZED TAX BENEFITS
 
We have examined our current and past tax positions taken, and have concluded that it is more likely than not these tax positions will be sustained in the event of an examination and that there would be no material impact to our effective tax rate.  In the event interest or penalties had been accrued, our policy is to include these amounts related to unrecognized tax benefits in income tax expense.  As of June 30, 2011 we had no accrued interest or penalties related to uncertain tax positions.  We file tax returns with the IRS and in various states in which the statute of limitations may go back to the tax year ended September 30, 2006.  As of June 30, 2011, we were not engaged in a federal audit. Currently, we are in the process of providing information for a Virginia state income tax audit covering November 1, 2007 through October 31, 2010 and a Georgia state income tax audit covering June 1, 2006 through June 30, 2011.
 
As of June 30, 2011, we had no unrecognized tax benefits.

 
11

Tier Technologies, Inc.

NOTE 8-CONTINGENCIES AND COMMITMENTS
 
LEGAL ISSUES
 
From time to time during the normal course of business, we are a party to litigation and/or other claims.  At June 30, 2011, none of these matters was expected to have a material impact on our financial position, results of operations or cash flows.  At June 30, 2011 and September 30, 2010, we had legal accruals of $0.5 million and $1.0 million, respectively, based upon estimates of key legal matters.
 
SETTLEMENTS PAYABLE
 
Settlements payable on our Consolidated Balance Sheets consists of payments due primarily to utility companies and other public sector clients.  As individuals and businesses settle their obligations to our various clients, we generate a receivable from the credit or debit card company and a payable to the client.  Once we receive confirmation the funds have been received by the card company, we settle the liabilities to the client.  This process may take several business days to complete and can result in unsettled funds at the end of a reporting period.  We had $13.1 million and $10.7 million, respectively, of settlements payable at June 30, 2011 and September 30, 2010.  The due dates of our clients obligations and the timing of the bank transactions can cause fluctuations in the balance of Settlements payable from period to period.
 
CREDIT RISK
 
We maintain our cash in bank deposit accounts and money market accounts.  We have not experienced any losses in such accounts and believe that any associated credit risk is de minimis.  At June 30, 2011, our investment portfolio is solely comprised of U.S. Treasury bills. Our investment portfolio and cash and cash equivalents approximate fair value.
 
PERFORMANCE, BID AND GUARANTEE PAYMENT BONDS
 
Pursuant to the terms of money transmitter licenses we obtain with individual states, we are required to provide guarantee payment bonds from a licensed surety.  At June 30, 2011, we had $9.6 million of bonds posted with 43 jurisdictions.  There were no claims pending against any of these bonds.
 
Under certain contracts or bids, we are required to obtain performance or bid bonds from a licensed surety and to post the performance bonds with our customers.  Fees for obtaining the bonds are expensed over the life of each bond.  At June 30, 2011, we had $5.0 million of bonds posted with clients.  There were no claims pending against any of these bonds.
 
In February 2009, we completed the sale of our Unemployment Insurance, or UI, business to RKV Technologies, Inc., or RKV.  The sale was completed pursuant to an Asset Purchase Agreement dated February 6, 2009.  As part of the agreement, we are required to leave in place a $2.4 million performance bond on the continuing contract with the State of Indiana, or the State.  Subsequent to the sale of the UI business to RKV, the prime contractor, Haverstick Corporation, or Haverstick, the State, and RKV determined that the contract completion will be delayed and additional funding is needed to complete the contract.  In November 2009 Haverstick cancelled its contract with RKV and directly rehired various RKV resources and RKV contractors. We retain certain liabilities for completion of the project and continue as the indemnitor under the performance bond.
 
Since the sale of the UI business in February 2009, we have had limited access to information about the project status and scope and have not received an accounting of the additional project tasks and their related costs to complete the contract.  In 2009, we offered $420,000 as a contribution towards project completion.  The project is scheduled to be completed and mediation is expected to take place in September 2011, to discuss the allocation of the cost of project completion.
 
12

Tier Technologies, Inc.

EMPLOYMENT AGREEMENTS
 
As of June 30, 2011, we had employment and change of control agreements with seven executives.  If certain termination or change of control events were to occur under the seven contracts as of June 30, 2011, we would have been required to pay up to $4.2 million.  We are also obligated to reimburse two of our executives for expenses incurred in moving their immediate family from their respective homes to the Reston area.  Under these obligations, we could be required to pay up to $130,000.
 
In March 2011, we accrued $0.3 million of severance expense associated with the departure on March 3, 2011, of our former CFO, in accordance with the Employment Agreement signed on July 1, 2008, amendment signed on August 31, 2010 and the Severance Agreement and Release of Claims dated March 4, 2011.  Pursuant to the terms of the employment agreement, the severance will be paid in September 2011. This accrual is included in Accrued compensation liabilities on our Consolidated Balance Sheets.
 
During the three months ended December 31, 2010, we paid $1.2 million to a former executive pursuant to the terms of the Employment Agreement and the Separation Agreement and Release executed by the former executive.  The severance payment was accrued in June 2010.
 
In February 2011, we paid $0.3 million to our former COO in accordance with the Employment Agreement signed on October 1, 2008 and the Severance Agreement and Release of Claims dated August 17, 2010.  The severance payment was accrued in August 2010.
 
In December 2008, the Compensation Committee of our Board of Directors adopted the Tier Technologies, Inc. Executive Performance Stock Unit Plan, or the PSU Plan.  Executives selected by our chief executive officer are eligible to participate.  Under the PSU Plan, up to 800,000 Performance Stock Units, or PSUs, have been approved for issuance.  As of June 30, 2011, we may award up to 225,000 PSUs to key executives.  The PSUs will be awarded upon the achievement and maintenance for a period of 60 days of specific share performance targets of $8.00, $9.50, $11.00, and $13.00 per share.  We intend to pay the PSUs in cash in the pay period in which the PSUs become fully vested.  The PSUs are considered liability awards under US GAAP.  As such, their expense is calculated quarterly based on fair market value on the last day of the quarterly period.  Since we cannot estimate the fair market value of future dates, we are unable to estimate the expense that will be recognized over the remaining life of these PSUs.  See Note 10—Share-based Payment for additional information regarding the valuation of the PSUs.
 
OPERATING AND CAPITAL LEASE OBLIGATIONS
 
We lease our principal facilities and certain equipment under non-cancelable operating and capital leases, which expire at various dates through fiscal year 2018.  Future minimum lease payments for non-cancelable leases with terms of one year or more as of June 30, 2011 are as follows:
 
 
13

Tier Technologies, Inc.

 
(in thousands)
 
Operating leases
   
Capital
Leases (1)(2)
   
Total
 
Twelve months ending June 30,
                 
2012
  $ 810     $ 35     $ 845  
2013
    806       31       837  
2014
    829       5       834  
2015
    826       2       828  
2016
    726             726  
Thereafter
    1,348             1,348  
Total minimum lease payments
  $ 5,345     $ 73     $ 5,418  

(1)
On our Consolidated Balance Sheets, the amount due within twelve months is included in Other accrued liabilities.  The remainder is included in Other liabilities.
(2)
Total amount includes interest payments of $3.
 
 
INDEMNIFICATION AGREEMENTS
 
Our Certificate of Incorporation obligates us to indemnify our directors and officers against all expenses, judgments, fines and amounts paid in settlement for which such persons become liable as a result of acting in any capacity on behalf of Tier, if the director or officer met the standard of conduct specified in the Certificate, and subject to the limitations specified in the Certificate.  In addition, we have indemnification agreements with certain of our directors and officers, which supplement the indemnification obligations in our Certificate.  These agreements generally obligate us to indemnify the indemnitees against expenses incurred because of their status as a director or officer, if the indemnitee met the standard of conduct specified in the agreement, and subject to the limitations specified in the agreement.
 
 
NOTE 9—SEGMENT INFORMATION
 
Our business consists of three reportable segments: Electronic Payment Solutions, or EPS, Wind-down and Discontinued Operations.  Our Discontinued Operations includes portions of our former GBPO and PSSI operations that have been sold.
 
The following table presents the results of operations for our EPS operations and our Wind-down operations for the three and nine months ended June 30, 2011 and 2010.
 
14

Tier Technologies, Inc.

 
(in thousands)
 
EPS
   
Wind-
down
   
Total
 
Three months ended June 30, 2011:
                 
Revenues
  $ 38,090     $ 353     $ 38,443  
Costs and expenses:
                       
Direct costs
    30,622       74       30,696  
General and administrative
    5,519       11       5,530  
Selling and marketing
    1,690             1,690  
Depreciation and amortization
    1,856             1,856  
Total costs and expenses
    39,687       85       39,772  
(Loss) income from continuing operations before other income and income taxes
    (1,597 )     268       (1,329 )
Other income:
                       
Interest income, net
    19             19  
Total other income
    19             19  
(Loss) income from continuing operations before taxes
    (1,578 )     268       (1,310 )
Income tax provision
    46             46  
(Loss) income from continuing operations
  $ (1,624 )   $ 268     $ (1,356 )
 
 
(in thousands)
 
EPS
   
Wind-
down
   
Total
 
Three months ended June 30, 2010:
                 
Revenues
  $ 38,716     $ 731     $ 39,447  
Costs and expenses:
                       
Direct costs
    30,280       331       30,611  
General and administrative
    5,830       120       5,950  
Selling and marketing
    1,396             1,396  
Depreciation and amortization
    1,366       304       1,670  
Total costs and expenses
    38,872       755       39,627  
Loss from continuing operations before other income and income taxes
    (156 )     (24 )     (180 )
Other income:
                       
Interest income
    90             90  
Gain on sale of asset
    10             10  
Gain on investments
    17             17  
Total other income
    117             117  
Loss from continuing operations before taxes
    (39 )     (24 )     (63 )
Income tax provision
    157             157  
Loss from continuing operations
  $ (196 )   $ (24 )   $ (220 )
 

 
15

Tier Technologies, Inc.

 
(in thousands)
 
EPS
   
Wind-
down
   
Total
 
Nine months ended June 30, 2011:
                 
Revenues
  $ 100,471     $ 1,208     $ 101,679  
Costs and expenses:
                       
Direct costs
    78,705       193       78,898  
General and administrative
    16,328       11       16,339  
Selling and marketing
    5,062             5,062  
Depreciation and amortization
    5,420             5,420  
Total costs and expenses
    105,515       204       105,719  
(Loss) income from continuing operations before other income and income taxes
    (5,044 )     1,004       (4,040 )
Other income:
                       
Interest income, net
    76             76  
Total other income
    76             76  
(Loss) income from continuing operations before taxes
    (4,968 )     1,004       (3,964 )
Income tax benefit
    (139 )           (139 )
(Loss) income from continuing operations
  $ (4,829 )   $ 1,004     $ (3,825 )
 
 
(in thousands)
 
EPS
   
Wind-
down
   
Total
 
Nine months ended June 30, 2010:
                 
Revenues
  $ 100,621     $ 2,268     $ 102,889  
Costs and expenses:
                       
Direct costs
    76,335       904       77,239  
General and administrative
    18,143       326       18,469  
Selling and marketing
    4,435             4,435  
Depreciation and amortization
    4,030       883       4,913  
Total costs and expenses
    102,943       2,113       105,056  
(Loss) income from continuing operations before other income and income taxes
    (2,322 )     155       (2,167 )
Other income:
                       
Interest income, net
    388             388  
Gain on sale of asset
    10             10  
Gain on investments
    31             31  
Total other income
    429             429  
(Loss) income from continuing operations before taxes
    (1,893 )     155       (1,738 )
Income tax provision
    12             12  
(Loss) income from continuing operations
  $ (1,905 )   $ 155     $ (1,750 )
 
Our total assets for each of these businesses are shown in the following table:
 
(in thousands)
 
June 30, 2011
   
September 30, 2010
 
Continuing operations:
           
EPS
  $ 98,305     $ 112,368  
Wind-down
    137       657  
Total assets
  $ 98,442     $ 113,025  
 
 
16

Tier Technologies, Inc.

NOTE 10—SHARE-BASED PAYMENT
 
Stock options are issued under the Amended and Restated 2004 Stock Incentive Plan, or the Plan.  The Plan provides our Board of Directors discretion in creating employee equity incentives, including incentive and non-statutory stock options.  Options granted in and after August 2010 typically vest over four years, with 25% of the shares subject to each grant vesting on the first anniversary of the grant date and an additional 1/48th of the shares vesting each month thereafter until the fourth anniversary of the grant date, and expire ten years from the grant date.  Options granted prior to August 2010 typically vest over five years, with 20% of the shares subject to each grant vesting on each of the first five anniversaries of the grant date, and expire ten years from the grant date.  At June 30, 2011, there were 1,039,786 shares of common stock available for future issuance under the Plan.
 
STOCK OPTIONS—AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN
 
The following table shows the weighted-average assumptions we used to calculate fair value of share-based options using the Black-Scholes model, as well as the weighted-average fair value of options granted and the weighted-average intrinsic value of options exercised.  We granted 1,024,750 during the three months ended June 30, 2011 and over the nine months ended June 30, 2011, we awarded 1,304,750 options from the Plan.

 
   
Three months ended
June 30,
   
Nine months ended
June 30,
 
   
2011
   
2010
   
2011
   
2010
 
Weighted-average assumptions used in Black-Scholes model:
                       
Expected period that options will be outstanding (in years)
    5.00             4.21        
Interest rate (based on U.S. Treasury yields at time of grant)
    1.91 %     %     1.83 %     %
Volatility
    46.37 %     %     46.48 %     %
Dividend yield
                       
Weighted-average fair value of options granted
  $ 1.99     $     $ 2.08     $  
Weighted-average intrinsic value of options exercised (in thousands)
  $ 36     $     $ 119     $  
 
Expected volatilities are based on historical volatility of our stock.  In addition, we used historical data to estimate option exercise and employee termination within the valuation model.
 
STOCK OPTIONS—INDUCEMENT GRANTS
 
On August 16, 2010, we granted 100,000 options to our current CEO as an inducement grant outside of the Plan.  These options vest as to 25% of the original number of shares on the first anniversary of the grant date and as to an additional 1/48th of the original number of shares on the same date in each succeeding month following the first anniversary of the grant date until the fourth anniversary of the grant date and expire ten years from the grant date.
 
On June 13, 2011, we granted our current CFO the option to purchase 250,000 shares of common stock as an inducement grant outside of the Plan.  These options vest as to 25% of the original number of shares on the first anniversary of the grant date and as to an additional 1/48th of the original number of shares on the same date in each succeeding month following the first anniversary of the grant date until the fourth anniversary of the grant date and expire ten years from the grant date.  The following table shows the assumptions used to calculate the fair value of this award:
 
17

Tier Technologies, Inc.

 
   
Three months ended June 30, 2011
 
Assumptions used in Black-Scholes model:
     
Expected period that options will be outstanding (in years)
    5.00  
Interest rate (based on U.S. Treasury yields at time of grant)
    1.59 %
Volatility
    46.21 %
Dividend yield
     
Fair value of options granted
  $ 1.76  
 
STOCK OPTIONS
 
Stock option activity for all option grants for the nine months ended June 30, 2011 is as follows:
 
 
         
Weighted-average
     
(in thousands, except per share data)
 
Shares under option
   
Exercise price
 
Remaining contractual term
 
Aggregate intrinsic value
 
Options outstanding at October 1, 2010
    2,453     $ 7.43          
Granted
    1,555       5.22          
Exercised
    (111 )     4.33          
Forfeitures or expirations
    (505 )     7.94          
Options outstanding at June 30, 2011
    3,392     $ 6.44  
7.97 years
  $ 136  
Options vested and expected to vest at June 30, 2011
    2,870     $ 6.47  
8.59 years
  $ 110  
Options exercisable at June 30, 2011
    1,120     $ 8.09  
5.35 years
  $ 18  
 
Stock-based compensation expense for all stock-based compensation awards granted was based on the grant-date fair value using the Black-Scholes model.  We recognize compensation expense for stock option awards on a ratable basis over the requisite service period of the award.  Stock-based compensation expense for the three and nine months ended June 30, 2011 was $0.3 million and $0.7 million, respectively.  During the three months and nine months ended June 30, 2010 we recognized $0.2 million and $0.6 million, respectively, in stock based compensation expense.
 
As of June 30, 2011 a total of $3.6 million of unrecognized compensation cost related to stock options, net of estimated forfeitures, was expected to be recognized over a 3.4 year weighted-average period.
 
RESTRICTED STOCK UNITS
 
The 700,000 restricted stock units awarded to our former CEO contained a price target and a service condition to vest. Due to the departure of the former CEO in June 2010, the service condition was not met. However, pursuant to his separation agreement, if the target was achieved by March 26, 2011, the RSUs would vest. The price target was not attained; therefore the RSUs did not vest. US GAAP allows us to reverse the expense recognized on an award in which the service condition was not met. In March 2011, we reversed $1.5 million in expense related to these RSUs.
 
BOARD OF DIRECTOR RESTRICTED STOCK UNITS
 
In accordance with our Board compensation package, our non-employee Board members are awarded 9,000 restricted stock units upon their election to our Board at our annual meeting.  The following awards have been made:
 
18

Tier Technologies, Inc.

 
 
Total restricted stock units awarded
Vesting date
2009 annual meeting
 72,000
March 20, 2012
2010 annual meeting (a)
 54,000
 May 11, 2011
2011 annual meeting
 63,000
April 14, 2012

(a)
The RSUs awarded to board members elected to our Board at the 2010 annual meeting were paid in cash during the three months ended June 30, 2011.
 
The amount payable to each member at the vesting date will be the equivalent of 9,000 restricted stock units multiplied by the closing price of our stock on the vesting date.  During February 2010 we entered into an agreement in which two of our board members not standing for re-election at our 2010 annual meeting of stockholders were each entitled to the accelerated vesting on April 8, 2010 of the restricted stock units that they were awarded in March 2009.
 
 
The following table provides information on the expense related to the restricted stock unit awards to the Board of Directors:
 
   
Annual meeting
 
(in thousands)
 
2011
   
2010(a)
   
2009
 
Expense recognized for the quarter ended June 30, 2011
  $ 79     $ 8     $ 6  
Expense recognized through June 30, 2011
  $ 79     $ 280     $ 343 (b)
Estimated expense to be recognized through vesting date
 
(c)
         
(c)
 

(a)
The RSUs awarded to board members elected to our Board at the 2010 annual meeting were paid in cash during the three months ended June 30, 2011.
(b)
This amount includes the $0.1 million recognized related to the acceleration for the two board members not standing for re-election at our 2010 annual meeting.
(c)
Liability awards are revalued at the end of every quarter based on the closing price of our stock on the last day of the quarter.  We are unable to estimate the expense expected to be recognized for these awards.
 
PERFORMANCE STOCK UNITS
 
In December 2008, upon recommendation of the Compensation Committee, our Board of Directors adopted the Tier Technologies, Inc. Executive Performance Stock Unit Plan, or the PSU Plan.  Executives selected by our Chief Executive Officer are eligible to participate.  Under the PSU Plan, up to 800,000 Performance Stock Units, or PSUs, have been approved for issuance.  The PSUs will be awarded upon the achievement and maintenance for a period of 60 days of specific share performance targets of $8.00, $9.50, $11.00, and $13.00 per share.  We intend to pay the PSUs in cash in the pay period in which the PSUs become fully vested.  The executives will receive a cash payment equal to (x) the price of a share of our common stock as of the close of market on the date of vesting, but not more than $15.00, multiplied by (y) the number of PSUs that have been awarded to the executive.
 
As of June 30, 2011, we may award up to 225,000 PSUs under the PSU Plan.  At June 30, 2011, these PSUs are recorded at their fair value of approximately $35,000, as Accrued compensation liabilities on our Consolidated Balance Sheets.  We used a Monte Carlo simulation option pricing model to estimate the fair value using the following assumptions:
 
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Tier Technologies, Inc.

 
   
Payable in cash
 
Weighted-average assumptions used in Monte Carlo simulation:
     
Original period over which units will vest (in years)
    3.00  
Remaining period that units will be outstanding (in years)
    0.43  
Interest rate (based on U.S. Treasury yield)
    0.08 %
Volatility
    44.37 %
Dividend yield
     
Weighted-average fair value of PSUs granted
  $ 0.19  
 
The following table provides information on the expense related to the performance stock unit awards:
 
(in thousands)
 
Liability award
 
Expense recognized for the quarter ended June 30, 2011
  $ (18 )
Expense recognized through June 30, 2011
  $ 35  
Estimated expense to be recognized through December 2011
 
(a)
 

(a)
Liability awards are revalued at the end of every quarter based on the closing price of our stock on the last day of the quarter and other assumptions noted above as used in the Monte Carlo simulation.  We are unable to estimate the expense expected to be recognized for these awards.
 
 
NOTE 11—LOSS PER SHARE
 
The following table sets forth the computation of basic and diluted loss per share:
 
   
Three months ended June 30,
   
Nine months ended June 30,
 
(in thousands, except per share data)
 
2011
   
2010
   
2011
   
2010
 
Numerator:
(Loss) income from:
                       
Continuing operations, net of income taxes
  $ (1,356 )   $ (220 )   $ (3,825 )   $ (1,750 )
Discontinued operations, net of income taxes
    (76 )     (180 )     226       61  
Net loss
  $ (1,432 )   $ (400 )   $ (3,599 )   $ (1,689 )
Denominator:
                               
Weighted-average common shares outstanding
    16,951       18,151       17,252       18,153  
Effects of dilutive common stock options
                       
Adjusted weighted-average shares
    16,951       18,151       17,252       18,153  
(Loss) income per basic and diluted share
                               
From continuing operations
  $ (0.08 )   $ (0.01 )   $ (0.22 )   $ (0.09 )
From discontinued operations
          (0.01 )     0.01        
Loss per basic and diluted share
  $ (0.08 )   $ (0.02 )   $ (0.21 )   $ (0.09 )
 
The following options were not included in the computation of diluted loss per share because the exercise price was greater than the average market price of our common stock for the periods stated and, therefore, the effect would be anti-dilutive:
 
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Tier Technologies, Inc.

 
 
Three months ended June 30,
Nine months ended June 30,
(in thousands)
2011
2010
2011
2010
Weighted-average options excluded from computation of diluted loss per share
2,613
1,229
1,567
1,194
 
Due to net losses from Continuing Operations, the following common stock equivalents were excluded from the calculation of diluted loss per share since their effect would have been anti-dilutive:
 
 
Three months ended June 30,
Nine months ended June 30,
(in thousands)
2011
2010
2011
2010
Common stock equivalents excluded from computation of diluted loss per share
1
238
4
254
 
NOTE 12—SHAREHOLDERS’ EQUITY
 
COMMON STOCK REPURCHASE PROGRAM
 
On November 11, 2010, our Board of Directors, or the Board, terminated the stock repurchase plan which allowed us to repurchase up to $20.0 million of our common stock in the open market.  Under this plan we purchased 1,651,898 shares of our common stock for $12.3 million.
 
TENDER OFFER
 
On November 11, 2010, the Board authorized Tier to commence a cash tender offer to purchase up to an aggregate of $10.0 million in value of our common stock. On December 17, 2010, we commenced a tender offer to purchase up to $10.0 million in value of our common stock at a price within (and including) the range of $5.80 per share to $6.20 per share.
 
The tender offer expired on January 20, 2011. As a result of the tender offer, we accepted for payment on January 20, 2011, and have repurchased 1,639,344 shares of our common stock for a price of $6.10 per share, for a total cost of approximately $10.0 million, excluding fees and expenses related to the offer.
 
 
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Tier Technologies, Inc.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
This Management’s Discussion and Analysis of Financial Condition and Results of Operations includes forward-looking statements.  We have based these forward-looking statements on our current plans, expectations and beliefs about future events.  Our actual performance could differ materially from the expectations and beliefs reflected in the forward-looking statements in this section and throughout this report, as a result of the risks, uncertainties and assumptions discussed under Item 1A.  Risk Factors of this Quarterly Report on Form 10-Q and other factors discussed in this section.  For more information regarding what constitutes a forward-looking statement, refer to the Private Securities Litigation Reform Act Safe Harbor Statement on page i.
 
The following discussion and analysis is intended to help the reader understand the results of operations and financial condition of Tier Technologies, Inc. This discussion and analysis is provided as a supplement to, and should be read in conjunction with, our financial statements and the accompanying notes to the financial statements.
 
OVERVIEW
 
Tier Technologies, Inc., or Tier, is a leading provider of biller direct electronic payment solutions.  These solutions provide processing for Web, call center and point-of-sale environments.  We partner and connect with a host of payment processors and other payment service providers to offer our clients a single source solution that simplifies electronic payment management.  Our solutions include multiple payment options, including bill presentment, convenience payments, installment payments and flexible payment scheduling.  Our solutions offer our clients a range of online payment options, including credit and debit cards, electronic checks, cash and money orders, and alternative payment types.
 
SUMMARY OF OPERATING RESULTS
 
The following table provides a summary of our operating results by segment for the three and nine months ended June 30, 2011, for our Continuing Operations, which consists of Electronic Payment Solutions, or EPS, operations, and Wind-down operations and our Discontinued Operations:
 
   
Three months ended
June 30, 2011
   
Nine months ended
June 30, 2011
 
(in thousands, except per share)
 
Net (loss) income
   
(Loss) earnings per share
   
Net (loss) income
   
(Loss) earnings per share
 
Continuing Operations:
                       
EPS
  $ (1,624 )   $ (0.10 )   $ (4,829 )   $ (0.28 )
Wind-down
    268       0.02       1,004       0.06  
Total Continuing Operations
  $ (1,356 )   $ (0.08 )   $ (3,825 )   $ (0.22 )
                                 
Total Discontinued Operations
  $ (76 )   $     $ 226     $ 0.01  
                                 
Net loss
  $ (1,432 )   $ (0.08 )   $ (3,599 )   $ (0.21 )
 
Our Continuing Operations consists of our Electronic Payment Solutions, or EPS, operations, and certain operations we intend to wind down over the next two years.  Revenues from EPS were $38.1 million and $100.5 million for the three and nine months ended June 30, 2011, respectively, a decrease of 1.6% and 0.2% from the three and nine months ended June 30, 2010.  For the three months ended June 30, 2011, transaction volume increased 6.8% and total dollars processed increased 4.2% over the same period last year.  For the nine months ended June 30, 2011, transaction volume increased 8.4% and total dollars
 
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Tier Technologies, Inc.

 
processed increased 4.7% when compared with the same period last year.  Our EPS operations reported a net loss of $1.6 million for the three months ended June 30, 2011 and $4.8 million for the nine months ended June 30, 2011.  The increase in interchange fees, primarily due to shifts in payment type related to the loss of several large utility clients, an increase in discount fees charged by one of the payment networks, and the seasonality of our business, as discussed below, have been the significant contributors to the net loss for the three and nine months ended June 30, 2011. We have successfully streamlined our costs to support our Wind-down operations, while still effectively managing our ongoing contracts, which have resulted in reported net income from Wind-down operations of $0.3 million and $1.0 million for the three and nine months ended June 30, 2011.
 
SEASONALITY OF BUSINESS
 
In many of our verticals transaction and payment volume can vary resulting from due dates of obligations from consumers or constituents.  For example, our transaction and payment volume are typically higher in our fiscal third quarter, which includes the April U.S. federal tax season, and typically lower in our fiscal fourth quarter.  The fluctuation in our transaction and payment volume causes fluctuations in our revenues and direct costs.  However, our general and administrative and selling and marketing expenses are more fixed in nature.  This type of revenue and cost structure can lead to losses in a quarter with slower transaction and payment volume.
 
STRATEGY AND GOALS FOR 2011
 
After a recent strategic review of our business under the leadership of our new management team, the company expects to continue to focus on four key areas during this fiscal year and for the foreseeable future:
 
·  
Making reliability a reality
 
·  
Going where the payments are
 
·  
Funding the future
 
·  
Working together
 
Making reliability a reality:  As a result of a number of acquisitions, including Official Payments Corporation (OPC), EPOS Corporation and most recently, ChoicePay, Inc., we operate our business on multiple technology platforms.  In 2009, we made the decision to consolidate our operations onto a single technology platform over time.  The goals of the consolidation were to facilitate our ability to develop, sell and implement new and enhanced product offerings, improve margins by spreading fixed platform costs over a growing number of transactions, simplify our operations and reporting structure and make it easier to integrate potential future acquisitions. As we stated in August, 2010, while we have made some progress in the consolidation efforts, we have found that completion of the development of a consolidated platform and the migration of our approximately 4,000 biller direct customers to that platform would take longer than originally anticipated.  Our original plan was to complete development during calendar year 2010 and complete customer migration in calendar year 2011.  We are continuing to evaluate the platform consolidation.  At this time, we have postponed all migration plans for current customers. As evidenced by our recent decision to invest $8.3 million into our core network infrastructure (See Liquidity and Capital Resources), our immediate focus is to strengthen our present platforms and make the necessary investments to provide competitive products on each of our existing platforms. Where possible, we are developing these products as self-contained, reusable components, which could be used with multiple clients and platforms.  Previously, we had delayed product rollout so that products could be made available on the consolidated platform.  During the first half of fiscal year 2011, our technology efforts focused principally on (1) increasing platform stability by improving the platforms’ availability and reliability, (2) security and compliance, (3) retention of existing clients, by increasing the products and features to clients, and (4) ongoing progress in our infrastructure initiatives.  We now plan to focus on
 
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Tier Technologies, Inc.

 
executing the overall network infrastructure upgrade in the fourth quarter of fiscal year 2011 and throughout fiscal year 2012.
 
Going where the payments are:   We have increased our focus on understanding the dynamics of our markets so that our market strategies and product offerings better meet the evolving needs of the market.  We continue to broaden our product offerings in line with the evolving needs of our customers.  We have expanded our payment channels to include the Web; automated interactive voice response (IVR); agent based call centers and point-of-sale environments.  We offer our billers a technology platform designed expressly for the biller direct market with a single source solution that simplifies the management of electronic payments.  We offer bill-payers a range of payment choices including credit and debit cards, electronic checks (ACH), cash and money orders.  We are beginning to implement emerging payment methods such as Green Dot MoneyPak and Bill Me Later. By utilizing our solutions, clients can reduce the time and expense devoted to management of their payment technology and compliance with PCI-DSS and other industry standards.  We have started an ongoing upgrade of our strategic information systems to allow us to establish direct relationships with end-users of our services allowing us to grow transactions across multiple verticals and deepen the strength of our primary brand, Official Payments.  We expect to explore strategic partnerships and potential acquisitions that would allow us to penetrate new markets and increase our share in existing vertical markets.  During the remainder of fiscal 2011, we expect to continue reviewing our costs and seek more efficient means of delivering services to our clients while expanding our product offerings to increase our market share.  We will continue to focus increased resources and marketing programs on our core verticals to reinforce our market position.  As a result of our continued growth, we provide services to billers and their customers in all 50 states and the District of Columbia.
 
Funding the future:  Having completed the divestiture of business units that were not profitable or not in line with our strategic focus on the biller direct market, we have aggressively worked to reduce our sales, marketing, general and administrative, or SG&A, costs over the last several years.  This has involved substantial headcount reductions and facilities consolidations including the consolidation of our data centers, which is in progress.  We are working to achieve profitability by growing revenues while managing our SG&A expenses and our direct costs, which are primarily the interchange fees, payment processing fees, banking fees and dues and assessments we pay the payment networks.  For the remainder of fiscal year 2011, we will continue to work to improve our margins by seeking better rates from the payment networks and our payment processors, adding lower cost processors and incenting our billers and their customers to use payment options and channels which offer better margins.
 
Working together:  In the last quarter of fiscal 2010, the Board appointed Alex P. Hart to the position of President and Chief Executive Officer.  In November 2010, Atul Garg joined us as Senior Vice President, Product Management.  In March 2011, we announced the appointment of Sandip Mohapatra as Chief Technology Officer.  In May we appointed a new SVP of sales.  In June 2011, we announced that Jeff Hodges joined us as CFO.  All of the aforementioned executives are veterans of the payments/processing industry.  Lastly, we have promoted several individuals in the organization to new responsibilities in sales, operations, development, implementations, information technology and human resources.  On an ongoing basis, we expect to reevaluate our people and organizational structure, with the goal of ensuring that we have the right people to meet the needs of our clients and their customers in an efficient and effective manner.
 
RESULTS OF OPERATIONS
 
The following table provides an overview of our results of operations for the three and nine months ended June 30, 2011 and 2010:
 
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Tier Technologies, Inc.

 
   
Three months ended
   
Variance
 
   
June 30,
   
2011 vs. 2010
 
(in thousands, except percentages)
 
2011
   
2010
     $       %  
Revenues
  $ 38,443     $ 39,447     $ (1,004 )     (2.6 )%
Costs and expenses
    39,772       39,627       145       0.4 %
Loss from continuing operations before other income and income taxes
    (1,329 )     (180 )     (1,149 )     *  
Other income
    19       117       (98 )     (83.8 )%
Loss from continuing operations before income taxes
    (1,310 )     (63 )     (1,247 )     *  
Income tax provision
    46       157       (111 )     (70.7 )%
Loss from continuing operations
    (1,356 )     (220 )     (1,136 )     *  
Loss from discontinued operations, net
    (76 )     (180 )     104       57.8 %
Net loss
  $ (1,432 )   $ (400 )   $ (1,032 )     (258.0 )%
*Not meaningful
                               
 

   
Nine months ended