<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 OCTOBER 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______TO _______
COMMISSION FILE 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)
901-754-6577
(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 [ ]
As of December 10, 1999, there were 24,711,924 outstanding shares of
the registrant's common stock.
<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)
Condensed consolidated balance sheets as of October 31, 1999 and April 30, 1999..........................3
Condensed consolidated statements of income for the three and six months ended October 31, 1999
and October 31, 1998.....................................................................................4
Condensed consolidated statements of cash flows for the six months ended October 31, 1999
and October 31, 1998.....................................................................................5
Notes to condensed consolidated financial statements.....................................................6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations....................8
Item 3. Quantitative and Qualitative Disclosures about Market Risk..............................................11
Part II. Other Information
Item 1. Legal Proceedings.......................................................................................11
Item 4. Submission of Matters to a Vote of Security Holders.....................................................11
Item 6. Exhibits and Reports on Form 8-K........................................................................12
Signature........................................................................................................13
</TABLE>
2
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SCB COMPUTER TECHNOLOGY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
October 31, 1999 April 30, 1999
---------------- --------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 2,199,672 $ 5,318,259
Accounts receivable 37,416,731 38,556,723
Other current assets 6,897,967 6,028,506
------------- -------------
Total current assets 46,514,370 49,903,488
Investment in direct financing leases 13,484,700 16,229,954
Equipment under operating leases (net) 7,300,600 4,826,291
Fixed assets:
Buildings 1,348,293 1,348,293
Furniture, fixtures and equipment 33,509,283 29,675,296
Accumulated depreciation (10,518,340) (6,753,640)
------------- -------------
24,339,236 24,269,949
Land 209,912 209,912
------------- -------------
24,549,148 24,479,861
Goodwill (net) 50,625,384 45,085,230
Other 4,415,358 6,322,010
------------- -------------
Total assets $ 146,889,560 $ 146,846,834
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable-trade $ 3,960,411 $ 6,763,376
Accrued expenses 8,183,714 8,513,652
Short term loan 7,000,000 0
Current portion of long term debt 15,764,289 15,307,385
Current portion - nonrecourse debt 1,000,000 0
Deferred revenue 1,243,262 1,244,623
------------- -------------
Total current liabilities 37,151,676 31,829,036
Long term debt 28,893,503 33,754,628
Notes payable-nonrecourse 15,363,335 16,224,198
Other long term liabilities 2,454,959 5,612,769
Shareholders' equity 63,026,087 59,426,203
------------- -------------
Total liabilities and shareholders' equity $ 146,889,560 $ 146,846,834
============= =============
</TABLE>
See accompanying notes.
3
<PAGE> 4
SCB COMPUTER TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Six Months
Ended Ended
October 31, October 31,
-------------------------- --------------------------
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenue $42,813,167 $39,280,625 $87,081,459 $74,769,235
Cost of services 30,291,827 26,945,679 60,987,324 50,988,093
----------- ----------- ----------- -----------
Gross profit 12,521,340 12,334,946 26,094,135 23,781,142
Selling, general and administrative expenses 9,209,778 7,133,003 18,267,214 13,959,360
TVA settlement and severance payments -- 800,000 -- 2,700,000
----------- ----------- ----------- -----------
Income from operations 3,311,562 4,401,943 7,826,921 7,121,782
Net interest expense 987,899 882,437 1,832,688 1,509,009
----------- ----------- ----------- -----------
Income before income taxes 2,323,663 3,519,506 5,994,233 5,612,773
Income tax expense 927,909 1,368,886 2,399,005 2,566,186
=========== =========== =========== ===========
Net income $ 1,395,754 $ 2,150,620 $ 3,595,228 $ 3,046,587
=========== =========== =========== ===========
Net income per share - basic $ 0.06 $ 0.09 $ 0.15 $ 0.12
=========== =========== =========== ===========
Net income per share - diluted $ 0.06 $ 0.09 $ 0.15 $ 0.12
=========== =========== =========== ===========
Weighted average number of common
shares - basic 24,711,924 24,671,661 24,711,924 24,668,490
=========== =========== =========== ===========
Weighted average number of common
shares - diluted 24,711,924 24,884,604 24,737,285 24,979,386
=========== =========== =========== ===========
</TABLE>
See accompanying notes.
4
<PAGE> 5
SCB COMPUTER TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months
Ended
October 31,
-----------------------------
1999 1998
------------ ------------
<S> <C> <C>
OPERATING ACTIVITIES
Net Income $ 3,595,228 $ 3,046,587
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation included in cost of services 2,277,185 1,848,410
Depreciation included in SG&A 682,517 596,800
Amortization and other 872,836 776,753
Deferred income taxes (1,466,256) (638,572)
(Increase) decrease in:
Accounts receivable 664,001 (9,847,979)
Other assets 1,015,995 197,698
Net investment in direct financing
lease activity 2,745,254 (257,973)
Increase (decrease) in:
Accounts payable (1,002,965) 1,897,028
Accrued expenses and other (1,658,516) 2,588,815
Accrued TVA settlement (472,783) 1,759,236
------------ ------------
Total adjustments 3,657,268 (1,079,784)
------------ ------------
Net cash provided by operating activities 7,252,496 1,966,803
------------ ------------
INVESTING ACTIVITIES
Purchases of fixed assets (4,872,459) (18,736,227)
Additional purchase price of subsidiaries -- (7,127,437)
Acquisition of business (6,600,000) --
------------ ------------
Net cash used in investing activities (11,472,459) (25,863,664)
------------ ------------
FINANCING ACTIVITIES
Borrowings on long-term debt -- 15,000,000
Payments on long-term debt (3,738,236) (4,146,570)
Net borrowings (repayments) under
line of credit (1,551,000) 10,356,333
Short-term loan 7,000,000 --
Other (609,388) 90,856
------------ ------------
Net cash provided by financing activities 1,101,376 21,300,619
------------ ------------
Net increase in cash (3,118,587) (2,596,242)
Cash at beginning of period 5,318,259 2,983,372
============ ============
Cash at end of period $ 2,199,672 $ 387,130
============ ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
Interest paid $ 1,866,220 $ 2,079,953
Income taxes paid $ 1,673,918 $ 2,436,644
</TABLE>
See accompanying notes.
5
<PAGE> 6
SCB COMPUTER TECHNOLOGY, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
October 31, 1999
Note A - Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of SCB
Computer Technology, Inc. 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
six months ended October 31, 1999 are not necessarily indicative of the results
that may be expected for the fiscal year ending April 30, 2000. For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Registrant's Annual Report on Form 10-K, as amended, for
the fiscal year ended April 30, 1999 filed with the Securities and Exchange
Commission.
Note B - Earnings Per Share
The following is a reconciliation of the numerators and denominators used to
calculate net income per share in the condensed consolidated statements of
income:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
October 31, October 31,
------------------------- -------------------------
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net income $ 1,395,754 $ 2,150,620 $ 3,595,228 $ 3,046,587
=========== =========== =========== ===========
Denominator for basic earnings per
share - weighted average shares 24,711,924 24,671,661 24,711,924 24,668,490
=========== =========== =========== ===========
Effect of dilutive securities-stock options -- 212,943 25,361 310,896
----------- ----------- ----------- -----------
Denominator for diluted earnings per
share - adjusted weighted average
shares and assumed conversions 24,711,924 24,884,604 24,737,285 24,979,386
=========== =========== =========== ===========
Basic earnings per share $0.06 $0.09 $0.15 $0.12
=========== =========== =========== ===========
Diluted earnings per share $0.06 $0.09 $0.15 $0.12
=========== =========== =========== ===========
</TABLE>
6
<PAGE> 7
Note C - Segment Information
The Company operates in two industry segments - Professional Services and
Enterprise Solutions.
The revenue components of the Professional Services segment consist primarily
of: (1) IT Consulting, including evaluation, design and reengineering of
computer systems, management, quality assurance and technical direction for IT
projects, as well as functional expertise and training and (2) Professional
Staffing, which involves providing skilled IT staff on an as-needed basis.
The revenue components of the Enterprise Solutions segment consist primarily of:
(1) Outsourcing, including system development and integration, maintenance, data
center management, help desk and technical services, remote processing, computer
hardware sales and leasing; (2) Enterprise Resource Planning (ERP) services,
which include planning and evaluation, systems analysis and administration,
implementation and functional support; and (3) E-Services, which include
Enterprise Management Services, Internet application development and design and
implementation of communication networks.
Summarized financial information concerning the operating segments in which the
Company operated at October 31, 1999 and 1998, and for each of the quarters and
six month periods then ended is shown in the following table:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
October 31, October 31,
------------------- ------------------
Operating Segments (In Thousands) 1999 1998 1999 1998
------- ------- ------- -------
<S> <C> <C> <C> <C>
Revenues:
Professional Services $28,465 $28,518 $58,756 $53,386
Enterprise Solutions 14,348 10,762 28,326 21,383
------- ------- ------- -------
$42,813 $39,280 $87,081 $74,769
Income From Operations: (a)
Professional Services $ 1,967 $ 3,643 $ 5,024 $ 6,520
Enterprise Solutions 1,345 1,559 2,803 3,301
------- ------- ------- -------
$ 3,312 $ 5,202 $ 7,827 $ 9,821
</TABLE>
(a) The income from operations for the three months ended October 31, 1998
excludes the one-time severance expense paid in connection with the resignation
of an officer of the company ($800,000); and the income from operations for the
six months ended October 31, 1998 excludes both the nonrecurring charge related
to the settlement of the TVA matter ($1,900,000) and the one-time severance
expense paid to a former officer of the company.
7
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Results of Operations
Revenue increased from $39.3 million for the quarter ended October 31, 1998 to
$42.8 million for the quarter ended October 31, 1999, an increase of
approximately 9.0%. Revenue increased from $74.8 million for the first six
months of fiscal 1999 to $87.1 million for the comparable period for fiscal
2000, an increase of approximately 16.5%. The increase was attributable
primarily to the expansion of the Company's client base and increases in
enterprise solution services.
Gross profit increased from $12.3 million for the second quarter of fiscal 1999
to $12.5 million for the second quarter of fiscal 2000, an increase of
approximately 1.5%. Gross profit increased from $23.8 million for the first six
months of fiscal 1999 to $26.1 million for the comparable period for fiscal
2000, an increase of approximately 9.7%. The increase was primarily attributable
to the increase in revenue over the prior periods. Gross profit margin for the
quarter decreased from 31.4% to 29.2%, and gross profit margin for the
comparable six month periods decreased from 31.8% to 30.0%, primarily because of
the completion of Year 2000 projects.
Other selling, general and administrative expenses increased from $7.1 million
in the second quarter of fiscal 1999 to $9.2 million in second quarter of fiscal
2000, an increase of 30.3%. Other selling, general and administrative expenses
increased from $13.6 million for the first six months of fiscal 1999 to $18.3
million for the comparable period for fiscal 2000, an increase of approximately
30.9%. As a percent of revenue, other selling, general and administrative
expenses increased from 18.2% in the second quarter of fiscal 1999 to 21.5% for
the first quarter of fiscal 2000, and increased from 18.7% to 21.0% for the
comparable six month periods then ended. The increase in the dollar amount spent
and as a percent of revenue is primarily attributable to the increase in
staffing as a result of the Company's building infrastructure for regional
business units and the start-up costs associated with the e-solutions product
line. In the first quarter of fiscal 1999, the Company provided for an accrual
of $1,900,000, in connection with the settlement of the TVA billing matter as
discussed herein. See "Part II - Item 1. Legal Proceedings."
In connection with the resignation of an officer of the Company, a one-time
severance expense of approximately $800,000 was recorded in the fiscal quarter
ended October 31, 1998, with non-compete payments to such former
officer(aggregating $980,000) being amortized ratably over three years.
Net interest expense increased from $0.9 million in the second quarter of fiscal
1999 to $1.0 million in the second quarter of fiscal 2000. Net interest expense
also increased from $1.5 million for the first six months of fiscal 1999 to $1.8
million for the comparable period for fiscal 2000. The increases were
attributable to higher interest rates.
8
<PAGE> 9
Liquidity and Capital Resources
Operating cash flow has historically been the Company's primary source of
liquidity. The Company's net cash provided by operating activities was
approximately $7.3 million and $2.0 million for the first six months of fiscal
2000 and 1999, respectively. The increase in cash flow was primarily
attributable to a better turn on accounts receivable.
The Company's historical capital expenditures have related primarily to the
acquisition of office buildings used as the Company's corporate headquarters.
With the acquisition of The Partners Group and the up-front purchases of
equipment relating to their outsourcing contracts, the Company expects its
capital expenditures to increase over prior periods. In the first six months of
fiscal 2000, the Company had approximately $4.9 million in capital expenditures,
the substantial majority of which were related to purchases of equipment
associated with new outsourcing contracts and equipment to complete the Emerging
Technology Center in Phoenix.
At October 31, 1999, the Company had approximately $2.2 million of available
cash and $0.2 million available for future borrowing under its credit facility.
Primarily as a result of the Company's recent acquisitions, borrowings have
become a more significant source of liquidity. The Company believes that its
cash flows from operations and borrowings under its credit facility will be
sufficient to meet the Company's needs for at least the next twelve months.
The Company and its significant subsidiaries have a credit facility with a
commercial bank. The credit facility is comprised of a revolving line of credit
and a term loan. The revolving line of credit initially provided for borrowings
of up to $30 million, but has been reduced to $26.3 million, and will mature on
October 1, 2000. The Company uses the borrowings under the revolving line of
credit for general corporate purposes, including acquisitions. At October 31,
1999, there was $11.9 million outstanding under the term loan. The repayment
schedule for the term loan requires monthly principal and interest payments of
$353,845. The term loan matures on July 15, 2002. The Company used the term loan
to fund the purchase of certain equipment utilized in an outsourcing engagement.
Borrowings under the credit facility bear interest at a rate equal to LIBOR plus
a spread, which varies based on certain financial ratios. At October 31, 1999,
borrowings under the credit facility bore interest at the rate of 6.90% per
year. The Company is negotiating with its lender to increase the amount
available for borrowing under the credit facility.
In May 1999, the Company used a short-term loan of $7 million from this
commercial bank to fund the acquisition of Global Services, Inc. This term loan
matures on December 20, 1999, and the outstanding principal bears interest at a
rate of 6.42%.
The Company also has a $5 million line of credit with a bank, which bears
interest at a rate of prime less 0.55% (7.70% at October 31, 1999) and is due
upon demand. At October 31, 1999, $4,974,288 was outstanding under this line of
credit which is secured by various computer equipment.
Year 2000
In fiscal 1999, the Company derived about 10% of its revenue from Year 2000
("Y2K") consulting services and anticipates that such percentage will decrease
in fiscal 2000. During the first six months of fiscal 2000, the percentage
declined to 7%. Many of the Company's engagements, particularly with
9
<PAGE> 10
regard to Y2K services, involve projects that are critical to the operations of
its clients' businesses and provide benefits that may be difficult to quantify.
Any failure in a client's system could result in a claim for substantial damages
against the Company, regardless of the Company's responsibility for such
failure. Furthermore, any litigation, regardless of its outcome, could result in
substantial costs to the Company, diversion of management's attention from
operations, and negative publicity, any of which could adversely affect the
Company's results of operations and financial condition.
Because the Company's business includes the assessment of clients' Y2K problems
and the recommendation and implementation of solutions to such problems, the
Company has long been aware of the potential adverse effects on a company if its
systems are not Y2K compliant. The Company has also made an assessment of its
computer systems and applications. This assessment only indicated that some
minor adjustments needed to be done in order to get the operating systems,
software and hardware ready for Y2K. Therefore the cost for Y2K remediation has
not been material. All required fixes that the Company is presently aware of
have been made. The Company's suppliers have also verified that all computers,
software, telephones, alarms, battery backups, and generators that have been
purchased by the Company are now Y2K compliant after loading any required fixes.
Based on this internal assessment and these external verifications, the Company
believes that its computer systems are ready for Y2K in all material respects
and that problems related to Y2K with its computer systems will pose minimal, if
any, risk of business disruption. Accordingly, the Company believes that the Y2K
problem as it relates to the Company's computer systems will not have a material
adverse effect on the Company's business, results of operations, or financial
condition.
The Company depends on numerous independent external providers of goods and
services. These external businesses include electricity, telephone service and
other utilities as well as financial institutions. The Company does not control
these external businesses and cannot ensure that they and their goods and
services will be ready for Y2K. The most reasonably likely worst case Y2K
scenario for the Company would be for the Company to lose electricity,
communications or banking services. The Company has battery backups and
generators in place for loss of electricity. The Company has verified the
readiness of external businesses (such as telephone companies and banking
institutions); however, if they were to experience a Y2K problem, particularly a
critical one, the resulting business disruption could have a material adverse
effect on the Company's business, results of operations and financial condition.
Forward Looking Statements
This quarterly report may be deemed to contain certain forward-looking
statements within the meaning of the federal securities laws. Forward-looking
statements are those that express management's view of future performance and
trends, and usually are preceded with "expects", "anticipates", "believes",
"hopes", "estimates", "plans" or similar phrasing. Forward-looking statements
include statements regarding projected operating revenues and costs, liquidity,
capital expenditures, and availability of capital resources as well as Y2K
readiness and potential exposure. Such statements are based on management's
beliefs, assumptions and expectations, which in turn are based on information
currently available to management. Information contained in these
forward-looking statements is inherently uncertain, and the Company's actual
performance and results may differ materially due to a number of factors, most
of which are beyond the Company's ability to predict or control, including the
Company's dependence on key clients; the Company's dependence on the
availability, recruitment, and retention of qualified IT employees; the
Company's dependence on key management personnel; the Company's
10
<PAGE> 11
potential liability to its clients in connection with the provision of IT
services, particularly Y2K services; the Company's ability to finance, sustain,
and manage growth; the Company's ability to integrate acquired businesses;
competition; and general economic conditions. The Company undertakes no
obligation to publicly release any revision to any forward-looking statement
contained herein to reflect events or circumstances occurring after the date
hereof or to reflect the occurrence of unanticipated events.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
On May 5, 1999, the Company reached a final agreement with the United States
Attorney for the Western District of Tennessee and the Tennessee Valley
Authority (the "TVA") to settle on a civil basis all claims against the Company
relating to the Company's billing practices under its consulting contract with
the TVA. This matter is described in greater detail in the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended July 31, 1999, to which
reference is hereby made.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On September 16, 1999, the Company held its 1999 Annual Meeting of Shareholders.
At the Annual Meeting, the shareholders of the Company elected the following
persons to serve as directors for a term of one year with the numbers of votes
cast for or withheld as set forth opposite their names:
<TABLE>
<CAPTION>
VOTES
-----------------------------------------------
FOR WITHHOLD AUTHORITY
-----------------------------------------------
<S> <C> <C>
T. Scott Cobb 20,276,684 181,668
Ben C. Bryant, Jr. 20,065,263 393,089
James E. Harwood 20,103,050 355,302
Joseph W. McLeary 20,103,050 355,302
</TABLE>
11
<PAGE> 12
The shareholders of the Company also voted on the ratification of Ernst & Young
LLP as the independent public accountants of the Company for the fiscal year
ending April 30, 2000, with the following numbers of votes cast for, against or
abstaining:
<TABLE>
<CAPTION>
<S> <C> <C>
VOTES
- --------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
- --------------------------------------------------------------------------------
20,432,744 19,019 6,589
- --------------------------------------------------------------------------------
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) See Index to Exhibits following the Signature page.
(b) No reports on Form 8-K were filed during the fiscal quarter ended October
31, 1999.
12
<PAGE> 13
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.
Date: December 14, 1999 By: /s/ Michael J. Boling
---------------------------------
Title: Chief Financial Officer
-------------------------------
13
<PAGE> 14
EXHIBIT INDEX
<TABLE>
Exhibit
Number Description of Exhibit
- ------- ----------------------
<S> <C>
2.1 Agreement and Plan of Merger dated as of September 26, 1996, among the
Company, Delta Acquisition, Inc., Delta Software Systems, Inc., and the
shareholders of Delta Software Systems, Inc. including form of
Indemnity and Escrow Agreement (incorporated herein by reference to
Exhibit 2 to the Company's Current Report on Form 8-K dated October 8,
1996). Schedules and other exhibits have been omitted from this filing.
The Company will furnish, as supplementary information, copies of the
omitted materials to the Securities and Exchange Commission (the "SEC")
upon request.
2.2 Asset Purchase Agreement dated February 28, 1997, among the Company,
TMR Acquisition, Inc., Technology Management Resources, Inc., and the
shareholders of the Technology Management Resources, Inc. (incorporated
herein by reference to Exhibit 2.2 to the Company's Registration
Statement on From S-3 (Registration No. 333-22869)). Schedules and
other exhibits have been omitted from this filing. The company will
furnish, as supplementary information, copies of the omitted materials
to the SEC upon request.
2.3 Settlement Agreement and Release dated as of December 30, 1997, among
the Company, Technology Management Resources, Inc. (a wholly owned
subsidiary of the Company), Marino Holdings, Inc. (formerly Technology
Management Resources, Inc.), Thomas R. Marshall and Thomas V. Ruffino
(incorporated herein by reference to Exhibit 2 to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended January 31,
1998).
2.4 Stock Purchase Agreement dated as of June 30, 1997, among the Company
and the shareholders of Partners Capital Group, Inc. (incorporated
herein by reference to Exhibit 2.1 to the Company's Current Report on
Form 8-K dated July 24, 1997). Schedules and other exhibits have been
omitted from this filing. The Company will furnish, as supplementary
information, copies of the omitted materials to the SEC upon request.
2.5 Stock Purchase Agreement dated as of June 30, 1997, among the Company
and the shareholders of Partners Resources, Inc. (incorporated herein
by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K
dated July 24, 1997). Schedules and other exhibits have been omitted
from this filing. The Company will furnish, as supplementary
information, copies of the omitted materials to the SEC upon request.
2.6 Asset Purchase Agreement dated as of May 1, 1999, among the Company,
Partners Resources, Inc. Global Services, Inc. and the shareholders of
Global Services, Inc. (incorporated herein by reference to Exhibit 2.6
to the Company's Annual Report on Form 10-K for the fiscal year ended
April 30, 1999).
3.1 Amended and Restated Charter of the Company (incorporated herein by
reference to Exhibit 3.1 to the Company's Registration Statement on
Form S-1 (Registration No. 33-80707)).
3.2 Articles of Amendment to the Amended and Restated Charter of the
Company dated November 3, 1998 (incorporated herein by reference to
Exhibit 4.2 to the Company's Registration Statement on Form S-8
(Registration No. 333-68343)).
3.3 Amended and Restated Bylaws of the Company (incorporated herein by
reference to Exhibit 3.2 to the Company's Registration Statement on
Form S-1 (Registration No. 33-80707)).
4.1 Specimen of common stock certificate (incorporated herein by reference
to Exhibit 4.1 to the Company's Registration Statement on Form S-1
(Registration No. 33-80707)).
4.2 Article 7 of the Amended and Restated Charter of the Company, as
amended (included in Exhibits 3.1 and 3.2 hereto).
10.1 SCB Computer Technology, Inc. 1995 Stock Incentive Plan (incorporated
herein by reference to Exhibit 10.2 to the Company's Registration
Statement on Form S-1 (Registration No. 33-80707)).
10.2 SCB Computer Technology, Inc. 1997 Stock Incentive Plan (incorporated
herein by reference to Appendix A to the Company's definitive Proxy
Statement dated September 25, 1998).
10.3 Employment Agreement dated as of November 1, 1998, between the Company
and T. Scott Cobb (incorporated herein by reference to Exhibit 10.2 to
the Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended January 31, 1999).
</TABLE>
14
<PAGE> 15
<TABLE>
<S> <C>
10.4 Employment Agreement dated as of November 1, 1998, between the Company
and Ben C. Bryant, Jr. (incorporated herein by reference to Exhibit
10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended January 31, 1999).
10.5 Second Amended and Restated Loan Agreement dated as of March 12, 1998,
among NationsBank of Tennessee, N.A., the Company, and certain of its
subsidiaries, including the form of promissory note (incorporated
herein by reference to Amendment No. 1 to the Company's Annual Report
on Form 10-K/A for the fiscal year ended April 30, 1998), as amended by
(1) First Modification to Second Amended and Restated Loan Agreement
dated as of September 15, 1998, among the parties thereto, (2) Second
Modification to Second Amended and Restated Loan Agreement dated as of
May 20, 1999, among the parties thereto, and (3) Third Modification to
Second Amended and Restated Loan Agreement dated as of June 21, 1999,
among the parties thereto (in each case, incorporated herein by
reference to Exhibit 10.5 to the Company's Annual Report on Form 10-K
for the fiscal year ended April 30, 1999).
11 Computation of Earnings Per Share (included in Note B of the Notes to
Consolidated Financial Statements contained in the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended October 31, 1999).
27 Financial Data Schedule - Fiscal Quarter Ended October 31, 1999.
</TABLE>
15
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<S> <C>
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<FISCAL-YEAR-END> APR-30-2000
<PERIOD-START> MAY-01-1999
<PERIOD-END> OCT-31-1999
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0
0
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