<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended July 31, 1997.
OR
[ ] Transition Report pursuant to Section 13 or 15(d) of Securities
Exchange Act of 1934
For the transition period from _______to ______.
Commission File No.:0-27694
-------
SCB Computer Technology, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Tennessee 62-1201561
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1365 W. Brierbrook Road
Memphis, Tennessee 38138
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
901-754-6577
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(Registrant's telephone number, including area code)
Not Applicable
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(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
--- ---
As of September 10, 1997, 11,226,484 shares of the Registrant's common stock
were outstanding.
<PAGE> 2
Index to Form 10-Q
SCB Computer Technology, Inc.
<TABLE>
<CAPTION> Page
Number
------
<S> <C>
Part I. Financial Information
Item 1. Financial Statements (Unaudited)
Consolidated balance sheets - July 31, 1997 and April 30, 1997..................................................3
Consolidated statements of income - Three months ended July 31, 1997
and July 31, 1996 ..............................................................................................4
Consolidated statements of cash flows - Three months ended July 31, 1997
and July 31, 1996...............................................................................................5
Notes to consolidated financial statements......................................................................6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations...........................8
Part II. Other Information
Item 1. Legal Proceedings...............................................................................................10
Item 6. Exhibits and Reports on Form 8-K................................................................................10
Signature................................................................................................................11
</TABLE>
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<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SCB COMPUTER TECHNOLOGY, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
JULY 31, 1997 April 30, 1997
------------- --------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents
Cash $ 684,710 $ 947,083
Securities purchased under agreement to resell -- 787,704
Marketable securities -- 10,080,000
------------ ------------
Total cash and cash equivalents 684,710 11,814,787
Accounts receivable:
Trade (net) 14,332,563 11,338,535
Prepaid expenses 757,650 315,689
Inventory 768,391 28,182
Deferred federal & state income tax 231,663 231,663
------------ ------------
Total current assets 16,774,977 23,728,856
Investment in direct financing leases 24,842,355 --
Equipment under operating leases, net
of accumulated depreciation of $2,756,949 5,898,743 --
Fixed assets:
Buildings 1,348,293 1,348,293
Furniture, fixtures, and equipment 9,789,997 1,813,920
Accumulated depreciation (3,599,853) (838,888)
------------ ------------
7,538,437 2,323,325
Land 209,912 444,670
------------ ------------
7,748,349 2,767,995
Goodwill 24,889,644 8,150,782
Other 859,339 446,741
------------ ------------
Total assets $ 81,013,407 $ 35,094,374
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable-trade $ 1,758,483 $ 1,072,451
Accrued & withheld payroll taxes,
insurance, & payroll deductions 389,881 299,859
Accrued vacation 653,072 660,763
Other accrued expenses 3,117,538 1,007,102
Current portion of long term debt 1,400,000 --
Deferred revenue 1,838,468 --
Accrued federal and state income taxes 1,029,046 149,941
------------ ------------
Total current liabilities 10,186,488 3,190,116
Deferred federal & state income taxes 1,546,800 270,761
Notes payable-revolving term loan 5,890,705 --
Notes payable-non recourse 27,059,336 --
Long term portion of long term debt 2,853,327 --
------------ ------------
Total long term liabilities 37,350,168 --
------------ ------------
Total liabilities 47,536,656 3,460,877
Shareholders' equity:
Preferred stock, no par value-authorized
1,000,000 shares, none issued -- --
Common stock-20,000,000 shares of $.01
par value authorized and 11,217,066
shares issued and outstanding at
April 30, 1997 and 11,225,995 shares
issued and outstanding at July 31, 1997 112,260 112,171
Additional paid-in capital 23,866,916 23,812,192
Retained earnings 9,497,575 7,709,134
------------ ------------
Total shareholders' equity 33,476,751 31,633,497
------------ ------------
Total liabilities & shareholders' equity $ 81,013,407 $ 35,094,374
============ ============
</TABLE>
See notes to consolidated financial statements.
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<PAGE> 4
SCB COMPUTER TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months
Ended July 31,
----------------------------
1997 1996
------------ ------------
(Restated)
<S> <C> <C>
Revenue $ 21,333,202 $ 15,581,317
Cost of services 14,853,966 11,062,541
------------ ------------
Gross profit 6,479,236 4,518,776
Compensation-key executives 150,000 250,000
Other selling, general and
administrative expenses 3,365,277 2,521,179
------------ ------------
Total operating expenses 3,515,277 2,771,179
------------ ------------
Income from operations 2,963,959 1,747,597
Other income (expenses):
Interest income 186,837 248,478
Interest expense (108,301) --
Other, net (115,654) (33,592)
------------ ------------
Total other income (expenses) (37,118) 214,886
------------ ------------
Income before income taxes 2,926,841 1,962,483
Income tax expense 1,138,400 684,905
------------ ------------
Net income $ 1,788,441 $ 1,277,578
============ ============
Net income per share $ 0.16 $ 0.11
============ ============
Net Income $ 1,788,441 $ 1,277,578
Pro forma tax expense adjustment -- 113,000
------------ ------------
Pro forma net income $ 1,788,441 $ 1,164,578
------------ ------------
Pro forma net income per share $ 0.16 $ 0.10
============ ============
Weighted average number of common
and common equivalent shares
outstanding 11,378,925 11,215,679
============ ============
</TABLE>
See notes to consolidated financial statements.
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<PAGE> 5
SCB COMPUTER TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months
Ended
July 31,
----------------------------
1997 1996
------------ ------------
(Restated)
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 1,788,441 $ 1,277,578
Adjustments to reconcile net income to
net cash provided by operating
activities:
Depreciation & amortization 736,228 47,137
Deferred income taxes 1,000 138,033
(Increase) decrease in:
Accounts receivable:
Trade (439,262) (406,134)
Prepaid expenses (113,970) (31,937)
Federal & state income taxes refundable -- 10,760
Net investment in direct financing activity 283,770 --
Deferred revenue 1,203,677 --
Inventory 57,731 --
Other assets (596,872) 4,567
Increase (decrease) in:
Accounts payable-trade (965,549) 26,187
Accrued federal & state income taxes 878,998 572,738
Accrued vacation (7,691) (58,319)
Other accrued expenses (90,773) (195,619)
Deferred taxes (247,961) --
Accrued & withheld payroll taxes,
insurance, and payroll deductions 90,022 (124,359)
------------ ------------
Total adjustments 789,348 (16,946)
------------ ------------
Net cash provided by operating
activities 2,577,789 1,260,632
INVESTING ACTIVITIES
Purchases of fixed assets (894,194) (173,697)
Purchase of Partners (16,000,000) --
Proceeds from land sale 234,758 --
------------ ------------
Net cash used in investing activities (16,659,436) (173,697)
FINANCING ACTIVITIES
Revolving term loan 16,000,000 --
Payments on revolving term loan (12,202,000) --
Options exercised 54,813 --
Payment on non-recourse debt (763,500) --
Payments on long-term debt (137,743) --
------------ ------------
Net cash provided (used) by financing
activities 2,951,570 --
------------ ------------
Net increase (decrease) in cash & cash
equivalents (11,130,077) 1,086,935
Cash at beginning of period 11,814,787 19,401,015
------------ ------------
Cash at end of period $ 684,710 $ 20,487,950
============ ============
Supplemental disclosures of cash flow
information:
Interest paid $ 108,301 $ 303
Income taxes paid $ 260,402 $ 114,562
</TABLE>
See notes to consolidated financial statements.
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<PAGE> 6
SCB COMPUTER TECHNOLOGY, INC.
Notes to Consolidated Financial Statements (Unaudited)
July 31, 1997
Note A - Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three month period ended July 31, 1997
are not necessarily indicative of the results that may be expected for the
fiscal year ending April 30, 1998. For further information, refer to the
consolidated financial statements and footnotes thereto included in the
Registrant's Annual Report on Form 10-K for the fiscal year ended April 30, 1997
filed with the Securities and Exchange Commission.
On September 26, 1996 the Company issued 461,536 shares of common stock in a
merger of Delta Software Systems, Inc. ("Delta Software") with and into a wholly
owned subsidiary of the Company. The merger was accounted for as a pooling of
interests. Accordingly, these consolidated financial statements have been
restated for all periods to include the results of operations and financial
position of Delta Software. For purposes of earnings per share
computations, the shares issued in the combination with Delta Software have been
treated as outstanding for all periods. In addition, in connection with the
combination, Delta Software's "S" corporation status for income tax purposes was
terminated. Pro forma information presents the combined pro forma tax expense of
Delta Software as if it had been a "C" corporation during the quarter ended
July 31, 1996.
Note B - Change in Capitalization
The Board of Directors approved a three for two stock split, effected in the
form of a 50% stock dividend. The new shares were distributed on September 3,
1997, to stockholders of record at the close of business on August 20, 1997. All
share and per share amounts have been retroactively restated to reflect the
three for two stock split.
Note C - Recent Acquisitions
Effective June 30, 1997, the Company purchased all of the issued and outstanding
capital stock of Partners Resources, Inc. ("PRI"). The purchase price was
$9,600,000, of which $8,640,000 was paid in cash to the former PRI shareholders
at closing, and $960,000 of which was delivered to an escrow agent, which amount
will be escrowed for one year in connection with potential indemnification
claims. As additional purchase price, an amount equal to 14 times PRI's net
income for the year
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<PAGE> 7
ending December 31, 1997, as determined in accordance with the terms of the PRI
Stock Purchase Agreement, will, subject to certain conditions, be paid to the
PRI shareholders on or before May 1, 1998 in cash or shares of SCB Common Stock.
Also effective June 30, 1997, the Company purchased all of the issued and
outstanding capital stock of Partners Capital Group ("PCG"). The purchase price
was $6,400,000 of which $5,760,000 was paid in cash to the former PCG
shareholders (who were the same persons as the PRI shareholders) at closing, and
$640,000 of which was delivered to an escrow agent, which amount will also be
escrowed for one year in connection with potential indemnification claims.
PRI and PCG have historically operated as affiliated companies and are sometimes
referred to collectively herein as "The Partners Group." PRI is an information
technology services company specializing in outsourcing projects and PCG is a
computer equipment leasing company.
As a result of the acquisition of PCG, the Company now has leasing operations.
The significant new balance sheet captions related to the PCG leasing of data
processing equipment are:
Direct Financing Leases. Leases meeting the criteria for capitalization
in accordance with Statement of Financial Accounting Standards Number
13 are classified as direct financing leases. For direct financing
leases, the sum of the minimum lease payments and the unguaranteed
residual value is recorded as the gross investment in the lease. The
difference between the gross investment and the cost of the leased
property is recorded as unearned income. Income is recognized over the
life of the lease using the interest method.
Operating Leases. Leases not meeting the criteria for capitalization
are classified as operating leases. For operating leases, lease
payments are recognized as rental revenue on a straight-line basis over
the life of the lease. Depreciation expense on equipment under
operating leases is recorded over the lease term. The amount subject to
depreciation is the total cost of the leased asset less the expected
gross residual value at the end of the lease.
Notes Payable Non-Recourse. To purchase assets leased under direct
financing and operating leases, the Company obtains non-recourse
financing, which is secured by the assigned lease payments and the
underlying leased property. The lender receives payments directly from
the lessee.
The significant new balance sheet caption related to the acquisition of PRI is:
Deferred Revenue. The Company records deferred revenue for payments
received from certain customers on service contracts prior to the
performance of services required under the service contract.
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<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Recent Acquisitions
Effective June 30, 1997, the Company purchased all of the issued and
outstanding capital stock of PRI and PCG. PRI and PCG have historically
operated as affiliated companies and are sometimes referred to collectively
herein as "The Partners Group." PRI is an information technology services
company specializing in outsourcing projects and PCG is a computer equipment
leasing company. The acquisitions were financed through cash on hand and
approximately $10.0 million in borrowings under a credit facility entered into
between NationsBank of Tennessee, N.A. ("NationsBank") and the Company on July
10, 1997 (the "Credit Facility"). See "--Liquidity and Capital Resources."
Results of Operations
Revenue increased from $15.6 million for the quarter ended July 31, 1996 to
$21.3 million for the quarter ended July 31, 1997, an increase of approximately
36.5%. The increases were attributable primarily to the expansion of the
Company's client base, an increase in consulting and professional staffing
services provided to existing clients, an increase in equipment and software
sales, and growth through acquisitions.
Gross profit increased from $4.5 million for the first quarter of fiscal 1997 to
$6.5 million for the first quarter of fiscal 1998, an increase of approximately
44.4%. The increase in the current quarter was primarily attributable to the
increase in revenue over the prior period. Gross profit margin for the quarter
increased from 29.0% to 30.4%, primarily because of the movement of the revenue
mix to higher margin consulting revenue.
Compensation for key executives decreased from $250,000 in the first quarter of
fiscal 1997 to $150,000 in the comparable period of fiscal 1998. This decrease
resulted from the decrease in compensation of T. Scott Cobb, Chairman, and Ben
C. Bryant, Jr., President and Chief Executive Officer, pursuant to their
employment contracts.
Interest income decreased from $248,000 for the first fiscal quarter of 1997 to
$187,000 in the first fiscal quarter of 1998, a decrease of approximately 24.6%.
The decrease was primarily attributable to the reduction in the Company's cash
and cash equivalents as a result of recent acquisitions. Interest expense
increased from $0 in the first fiscal quarter of 1997 to $108,000 in the first
fiscal quarter of 1998. The increase was primarily the result of an increase in
borrowings to fund a portion of the acquisition of The Partners Group.
Other selling, general and administrative expenses increased from $2.5 million
in the first quarter of fiscal 1997 to $3.4 million in first quarter of fiscal
1998, an increase of approximately 36.0%. As a percent of revenues other
selling, general and administrative expenses declined from 16.2% in the first
quarter of fiscal 1997 to 15.8% for the first quarter of fiscal 1998. The
increase in the dollar
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<PAGE> 9
amount spent is primarily attributable to the increase in staffing as a result
of SCB's regional business units becoming fully operational. In addition,
expenses related to the government's investigation into the TVA billing matter
decreased from $430,000 for the first quarter of fiscal 1997 to $38,000 for the
first quarter of fiscal 1998. The Company believes that other selling, general
and administrative expenses will continue to decline as a percent of revenue.
Liquidity and Capital Resources
Prior to the recent acquisition of The Partners Group, cash on hand from the
Company's initial public offering in February 1996 and cash flow from operations
had historically been the Company's primary source of liquidity. Cash flows from
operations were $2,578,000 for the three months ended July 31, 1997, as compared
to $1,261,000 in the comparable period for 1997. The cash provided by operations
increased during this period primarily because of increased profits.
The Company's working capital decreased from $25,820,000 for the first quarter
of fiscal 1997 to $6,588,000 for the first quarter of fiscal 1998, primarily due
to the acquisitions of Technology Management Resources, Inc. in February 1997
and The Partners Group effective June 1997. The Company's current ratio at
July 31, 1997 was 2:1.
The Company made capital expenditures during the first fiscal quarter of 1998 of
$597,000. Such capital expenditures related primarily to the build-up and
equipment purchases associated with the Company's Emerging Technology Center in
Memphis, Tennessee and equipment purchases and other expenses related to making
the Company's regional business units fully operational.
On July 10, 1997, the Company entered into the Credit Facility, which provides
for borrowing of up to $16.0 million. The Company borrowed approximately $10.0
million under the Credit Facility in connection with the acquisition of The
Partners Group. The Credit Facility bears interest at LIBOR plus a spread over
LIBOR, which varies based on certain financial ratios. Certain of the Company's
existing subsidiaries are co-borrowers under the Credit Facility and their stock
is pledged to secure the indebtedness thereunder. In addition, each of PRI and
PCG have executed guarantees in favor of NationsBank. All borrowings under the
Credit Facility mature on August 1, 2000. At July 31, 1997, approximately $3.8
million was outstanding under the Credit Facility, which amount bore interest at
7.2%.
The Company believes that cash flows from operations and advances under the
Credit Facility will be sufficient to fund the Company's operating needs for at
least the next twelve months. Although the Company is currently in preliminary
discussion with several firms regarding potential acquisitions, presently there
are no definitive agreements with such firms, and no assurance can be made that
any transaction currently being discussed will be consummated. Any such
transactions may be financed through borrowings under the Credit Facility, the
issuance of securities (including Common Stock), or a combination of both.
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<PAGE> 10
New Accounting Pronouncements
In February 1997, the Financial Accounting Standards Board issued Statement
No. 128, Earnings per Share, which is effective for both interim and annual
financial statements for periods ending after December 15, 1997. At that time,
the Company will be required to change the method currently used to compute
earnings per share and to restate all prior periods. Under the new requirements
for calculating primary earnings per share, the dilutive effect of stock options
will be excluded. The impact of Statement 128 on the calculation of primary
earnings per share and fully diluted earnings per share is not expected to be
material.
Forward-Looking Statements
This Quarterly Report on Form 10-Q may be deemed to contain certain
forward-looking statements regarding the anticipated financial and operating
results of the Company. The Company undertakes no obligation to publicly release
any revisions to any forward-looking statements contained herein to reflect
events or circumstances occurring after the date hereof or to reflect the
occurrence of unanticipated events.
Information contained in these forward-looking statements is inherently
uncertain and actual performance and results may differ materially due to many
important factors, many of which are beyond the Company's control, including the
Company's dependence on key clients; the Company's dependence on the
availability of qualified IT employees; the Company's dependence on key
management personnel; the Company's ability to sustain and manage growth; the
timing and ultimate outcome of the governmental investigations of the Company
and certain members of its management; competition; general economic conditions;
and the like.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The government's investigation into the TVA billing matter is
continuing and additional subpoenas were received by the Company and
Company personnel during the quarter ended July 31, 1997. See "Item 3.
Legal Proceedings" in the Company's Annual Report on Form 10-K for the
fiscal year ended April 30, 1997 for additional information.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) See Index to Exhibits following the Signature page.
(b) A Current Report on Form 8-K was filed on July 24, 1997
relating to the acquisition of The Partners Group, which was
amended by Form 8-K/A dated September 12, 1997.
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<PAGE> 11
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SCB COMPUTER TECHNOLOGY, INC.
By: /s/ Gary McCarter
---------------------------
Title: Chief Financial Officer
------------------------
Date: September 15, 1997
------------------------
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<PAGE> 12
Index to Exhibits
Exhibit No. Description
----------- -----------
11 Statement Re Computation of Per Share Earnings
27 Financial Data Schedule (for the SEC use only)
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<PAGE> 1
EXHIBIT 11-STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS
<TABLE>
<CAPTION>
Three Months
Ended
July 31,
1997 1996
----------- -----------
<S> <C> <C>
Primary:
Average shares outstanding 11,220,333 11,215,679
Net effect of dilutive stock options or
stock grants-based on the treasury
stock method using average market
price 158,592 --
----------- -----------
Totals 11,378,925 11,215,679
=========== ===========
Net income $ 1,788,441 $ 1,277,578
=========== ===========
Net income per share $ 0.16 $ 0.11
=========== ===========
Net Income $ 1,788,441 $ 1,277,578
Pro forma tax expense adjustment -- 113,000
----------- -----------
Pro forma net income $ 1,788,441 $ 1,164,578
----------- -----------
Pro forma net income per share $ 0.16 $ 0.10
=========== ===========
Fully diluted:
Average shares outstanding 11,220,333 11,215,679
Net effect of dilutive stock options or
stock grants-based on the treasury
stock method using the quarter end
market price, if higher than
average market price 194,571 --
----------- -----------
Totals 11,414,904 11,215,679
=========== ===========
Net income $ 1,788,441 $ 1,277,578
=========== ===========
Net income per share $ 0.16 $ 0.11
=========== ===========
Net Income $ 1,788,441 $ 1,277,578
Pro forma tax expense adjustment -- 113,000
----------- -----------
Pro forma net income $ 1,788,441 $ 1,164,578
----------- -----------
Pro forma net income per share $ 0.16 $ 0.10
=========== ===========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> APR-30-1998
<PERIOD-START> MAY-01-1997
<PERIOD-END> JUL-31-1997
<EXCHANGE-RATE> 1
<CASH> 684,710
<SECURITIES> 0
<RECEIVABLES> 14,352,424
<ALLOWANCES> 19,861
<INVENTORY> 768,391
<CURRENT-ASSETS> 16,747,977
<PP&E> 20,003,894
<DEPRECIATION> 6,356,802
<TOTAL-ASSETS> 81,013,407
<CURRENT-LIABILITIES> 10,188,488
<BONDS> 35,803,368
0
0
<COMMON> 74,789
<OTHER-SE> 33,401,961
<TOTAL-LIABILITY-AND-EQUITY> 81,013,407
<SALES> 21,333,202
<TOTAL-REVENUES> 21,333,202
<CGS> 14,853,966
<TOTAL-COSTS> 14,853,966
<OTHER-EXPENSES> 37,118
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 108,301
<INCOME-PRETAX> 2,926,841
<INCOME-TAX> 1,138,400
<INCOME-CONTINUING> 1,788,441
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,788,441
<EPS-PRIMARY> 0.16
<EPS-DILUTED> 0.16
</TABLE>
