<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, 2000
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)
3800 FOREST HILL - IRENE ROAD, SUITE 100
MEMPHIS, TENNESSEE 38125
(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 O
As of September 8, 2000, there were 25,045,324 outstanding shares of
the registrant's common stock.
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SCB COMPUTER TECHNOLOGY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
JULY 31, APRIL 30,
2000 2000
------------- -------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents .................................... $ 365,433 $ 1,812,819
Accounts receivable,
net of allowance of $1,903,289 and $1,519,473, respectively 25,459,836 25,226,281
Current portion of leases .................................... 12,154,073 13,914,611
Other current assets ......................................... 14,272,032 16,251,013
------------- -------------
Total current assets ...................................... 52,251,374 57,204,724
Investment in leasing activities ................................ 13,319,333 13,224,988
Fixed assets:
Furniture, fixtures and equipment ............................ 34,927,817 34,814,427
Accumulated depreciation ..................................... (14,823,922) (13,342,938)
------------- -------------
20,103,895 21,471,489
Goodwill (net) .................................................. 36,488,486 45,395,714
Other assets .................................................... 3,231,596 3,003,190
------------- -------------
Total assets ............................................ $ 125,394,684 $ 140,300,105
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable-trade ....................................... $ 4,001,292 $ 4,789,762
Accrued expenses ............................................. 8,998,254 10,071,361
Notes payable ................................................ -- 7,041,033
Current portion of long term debt ............................ 34,305,814 36,759,471
Current portion - nonrecourse debt ........................... 8,962,501 9,694,706
Deferred revenue ............................................. 1,696,556 2,352,560
------------- -------------
Total current liabilities ............................... 57,964,417 70,708,893
Long term debt .................................................. 6,540,079 7,231,311
Notes payable-nonrecourse ....................................... 8,357,243 10,737,087
Other long term liabilities ..................................... 4,367,885 4,550,427
Shareholders' equity ............................................ 48,165,060 47,072,387
------------- -------------
Total liabilities and shareholders' equity .............. $ 125,394,684 $ 140,300,105
============= =============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
1
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SCB COMPUTER TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
JULY 31,
----------------------------
2000 1999
------------ ------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
Revenue .......................................... $ 35,945,623 $ 43,968,030
Cost of services ................................. 25,708,007 30,462,925
------------ ------------
Gross profit ..................................... 10,237,616 13,505,105
Selling, general and administrative expenses ..... 9,605,289 8,678,828
------------ ------------
Income from operations ........................... 632,327 4,826,277
Net interest expense ............................. (1,021,542) (844,789)
Other income, net ................................ 1,368,839 --
------------ ------------
Income before income taxes ....................... 979,624 3,981,488
Income tax expense ............................... 386,951 1,595,463
------------ ------------
Net income ....................................... $ 592,673 $ 2,386,025
============ ============
Net income per share - basic ..................... $ 0.02 $ 0.10
============ ============
Net income per share - diluted ................... $ 0.02 $ 0.10
============ ============
Weighted average number of common shares - basic.. 25,045,324 24,711,924
============ ============
Weighted average number of common shares - diluted 25,045,324 24,762,646
============ ============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
2
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SCB COMPUTER TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JULY 31,
---------------------------
2000 1999
------------ -----------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
OPERATING ACTIVITIES
Net income ........................................ $ 592,673 $ 2,386,025
Adjustments to reconcile net income to
net cash provided by operating activities:
Provision for bad debts ........................... 301,383 --
Depreciation ...................................... 2,382,318 1,389,949
Amortization ...................................... 606,904 598,971
Deferred income taxes ............................. -- (1,524,406)
Gain on sale of subsidiary ........................ (1,365,594) --
Changes in operating assets and liabilities:
Accounts receivable ............................ (534,938) 1,069,634
Refundable income taxes ........................ 2,096,549 --
Other assets ................................... 1,008,988 673,860
Accounts payable - trade ....................... (788,470) 1,260,670
Accrued TVA settlement ......................... -- (1,658,516)
Accrued expenses and other liabilities ......... (1,911,653) (380,318)
------------ -----------
Net cash provided by operating activities ......... 2,388,160 3,815,869
------------ -----------
INVESTING ACTIVITIES
Purchases of fixed assets ......................... (222,503) (4,188,832)
Net investment in leasing activities .............. 684,928 3,540,883
Sale (Purchase) of businesses ..................... 9,000,000 (4,013,549)
------------ -----------
Net cash provided by (used in) investing activities 9,462,425 (4,661,498)
------------ -----------
FINANCING ACTIVITIES
Borrowings on short-term debt ..................... -- 7,000,000
Payments on long-term debt ........................ (7,971,353) (2,987,105)
Payments on non-recourse debt ..................... (3,112,049) (232,542)
Net borrowings (repayments) under line of credit .. (2,214,569) (3,649,000)
Other ............................................. -- 749,273
------------ -----------
Net cash provided by (used in) financing activities (13,297,971) 880,626
------------ -----------
Net increase (decrease) in cash ...................... (1,447,386) 34,997
Cash at beginning of period .......................... 1,812,819 5,318,259
------------ -----------
Cash at end of period ................................ $ 365,433 $ 5,353,256
============ ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
Interest paid ..................................... $ 984,280 $ 861,267
Income taxes paid ................................. $ -- $ 865,759
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
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SCB COMPUTER TECHNOLOGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
JULY 31, 2000
1 - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements of SCB
Computer Technology, Inc. (the "Company") 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, the accompanying condensed consolidated financial
statements contain all adjustments (which consist of normal recurring
adjustments) considered necessary for the fair presentation of the financial
position of the Company as of July 31, 2000, and the results of operations and
cash flows for the three-month periods ended July 31, 2000, and July 31, 1999.
Operating results for the periods ended July 31, 2000, are not necessarily
indicative of the results that may be expected for the fiscal year ending April
30, 2001. For further information, refer to the consolidated financial
statements and footnotes thereto included in the Company's Annual Report on Form
10-K for the fiscal year ended April 30, 2000, filed with the Securities and
Exchange Commission.
2 - 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
operations:
<TABLE>
<CAPTION>
THREE MONTHS ENDED JULY 31,
---------------------------
2000 1999
------------ ------------
<S> <C> <C>
Net income ........................................................... $ 592,673 $ 2,386,025
============ ============
Denominator for basic earnings per share - weighted average shares ... 25,045,324 24,711,924
============ ============
Effect of dilutive securities-stock options .......................... -- 50,722
------------ ------------
Denominator for diluted earnings per share - adjusted weighted average
shares and assumed conversions .................................... 25,045,324 24,762,646
============ ============
Basic earnings per share ............................................. $ 0.02 $ 0.10
============ ============
Diluted earnings per share ........................................... $ 0.02 $ 0.10
============ ============
</TABLE>
3 - BUSINESS DISPOSITION
On May 2, 2000, the Company sold substantially all the assets of Technology
Management Resources, Inc. ("TMR"), a wholly owned subsidiary of the Company,
for a price of $9,675,000 in cash plus the assumption of certain liabilities,
and realized a gain of approximately $1,400,000. The Company retained
approximately $1,500,000 in working capital of TMR which was not included in the
transaction. Of the proceeds from the sale, the Company used $7,000,000 to repay
a loan obtained for the Global Services, Inc. acquisition and $1,000,000 to
permanently reduce the outstanding balance under the credit facility.
4 - 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) information technology ("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.
4
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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 July 31, 2000 and 1999, and for each of the quarters then
ended is shown in the following table:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JULY 31,
------------------------
OPERATING SEGMENTS (IN THOUSANDS) 2000 1999
-------- --------
<S> <C> <C>
Revenues:
Professional Services ... $ 22,146 $ 30,290
Enterprise Solutions .... 13,800 13,678
Corporate ............... -- --
-------- --------
$ 35,946 $ 43,968
======== ========
Income From Operations:
Professional Services ... $ 2,965 $ 4,930
Enterprise Solutions .... 1,160 1,977
Corporate ............... (3,493) (2,081)
-------- --------
$ 632 $ 4,826
======== ========
</TABLE>
5 - OTHER EVENTS
On April 14, 2000, The Nasdaq Stock Market ("Nasdaq") suspended trading in the
Company's common stock following the Company's issuance of a press release
earlier that day. The press release announced the audit committee's internal
investigation into the accounting issues raised by the Company's employees, the
resignation of Ernst & Young LLP as the Company's independent auditor, and the
anticipated restatement of the Company's consolidated financial statements for
the years ended April 30, 1998 and 1999, and for each quarter in the nine-month
period ended January 31, 2000. Nasdaq suspended trading in the Company's common
stock indefinitely pending its receipt and review of certain information
relating to the Company. The Company subsequently responded to Nasdaq's
information request. On May 26, 2000, Nasdaq notified the Company that its staff
had determined to delist the Company's common stock from the Nasdaq National
Market effective as of the close of business on June 6, 2000. In accordance with
Nasdaq's procedures and rules, the Company appealed the Nasdaq staff's delisting
determination to a Nasdaq Listing Qualifications Panel, which stayed the
delisting of the Company's common stock pending the issuance of a decision by
the Nasdaq panel. On August 17, 2000, Nasdaq notified the Company that the
Nasdaq panel affirmed the delisting effective August 18, 2000. The Company's
common stock is now traded in the over-the-counter market.
On May 5, 2000, Ben C. Bryant, Jr., resigned as Chief Executive Officer,
President and Treasurer of the Company. On the same date, the Company's board of
directors elected T. Scott Cobb, a former director and executive officer of the
Company, to serve as Chief Executive Officer and Michael J. Boling, the
Company's current Executive Vice President - Finance and Chief Financial
Officer, to serve as Treasurer of the Company. Effective as of June 30, 2000,
Gary E. McCarter resigned as President of the Company's Enterprise Solutions
Division. Effective as of September 1, 2000, Mr. Bryant resigned from all of his
positions with the Company, including as a director, the Chairman of the Board,
and an employee of the Company. Effective the same date, the Company's board of
directors elected Jack R. Blair, a current outside director of the Company, to
serve as the non-executive Chairman of the Board of the Company.
5
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6 - SUBSEQUENT EVENTS
On August 11, 2000, the Company modified its credit facility with a bank to
provide for a $2.5 million short-term loan and to obtain the bank's waiver of
the Company's prior non-compliance with certain financial covenants contained in
their loan agreement. The Company repaid the $2.5 million loan on September 12,
2000.
In August 2000, the Company entered into agreements with former executives that
will result in a pre-tax charge in the second quarter of fiscal 2001 of
approximately $750,000. Additionally, the Company is currently evaluating the
operations of two of its operating units which could result in a pre-tax charge
of approximately $1,750,000 for asset impairment.
6
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
Revenue decreased from $44.0 million for the quarter ended July 31, 1999, to
$36.0 million for the quarter ended July 31, 2000, a decrease of $18.2%. The
decrease in revenue resulted primarily from an $8.2 million decrease in revenue
in the Professional Services Division, of which $1.7 million was due to the sale
of the TMR business unit and $6.5 million was due to a 15.7% decrease in average
billable professionals for the quarter ended July 31, 2000, compared to the
quarter ended July 31, 1999. This decrease has now been stabilized.
Income from operations decreased from $4.8 million for the quarter ended July
31, 1999, to $0.6 million for the quarter ended July 31, 2000, a decrease of
87.5%. Income from operations in the Professional Services Division decreased
from $4.9 million for the quarter ended July 31, 1999, to $3.0 million for the
quarter ended July 31, 1999, a 39.9% decrease. The decrease in income from
operations in the Professional Services Division is a result of a $2.9 million
reduction in gross profit due to the reduction in revenues offset by a $0.9
million decrease in selling, general and administrative costs. Income from
operations in the Enterprise Solutions Division decreased from $2.0 million for
the quarter ended July 31, 1999, to $1.2 million for the quarter ended July 31,
2000, a 40% decrease. The decrease in income from operations in the Enterprise
Solutions Division is a result of increased selling, general and administrative
expenses primarily as the result of acquisitions and a growth in infrastructure.
Corporate expense increased from $2.1 million for the quarter ended July 31,
1999, to $3.5 million for the quarter ended July 31, 2000, an increase of 66.7%.
The increase in corporate expense is due to the creation of several new
corporate functions which were not in place in 1999, additional depreciation and
rent due to new facilities, and increased professional fees.
Net interest expense increased from $0.8 million in the quarter ended July 31,
1999, to $1.0 million in the quarter ended July 31, 2000, primarily due to
increased interest rates which was partially offset by decreased debt levels.
Included in other income, net, in the quarter ended July 31, 2000, is a $1.4
million gain on the sale of the TMR business unit.
The effective tax rate for the quarters ended July 31, 1999, and July 31, 2000,
was 40.0% and 39.5%, respectively.
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 decreased
from $3.8 million in the quarter ended July 31, 1999, to $2.4 million in the
quarter ended July 31, 2000. The decrease in operating cash flow was primarily
attributable to the decrease in net income.
In the quarter ended July 31, 2000, the Company made $0.2 million in capital
expenditures, the substantial majority of which were related to purchases of
equipment for internal use. The Company received $9.0 million from the sale of
the TMR business unit and $0.7 million from net leasing activities in the
quarter ended July 31, 2000.
The Company used the cash generated from operations, leasing activities and the
sale of the TMR business unit to repay its borrowings. Accordingly, at July 31,
2000, the Company's long term debt had been reduced by $13.3 million from April
30, 2000. At July 31, 2000, the Company had approximately $0.4 million of
available cash.
The Company has a credit facility, comprised of a revolving line of credit and a
term loan, with a commercial bank. Borrowings under the credit facility bear
interest at a rate equal to LIBOR (6.63% at July 31, 2000) plus a spread
(currently 4.0%) that varies based on certain financial ratios. On May 3, 2000,
the ceiling on the revolving line of credit was reduced to $25.3 million, and on
July 6, 2000, the ceiling was reduced to $23.6
7
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million, $23.5 million of which was outstanding, through receipt of a $1.7
million income tax refund. The Company has been working with the bank and
expects it to renew the revolving line of credit when in matures on December 15,
2000. The Company uses the borrowings under the revolving line of credit for
general corporate purposes. At July 31, 2000, there was $9.5 million outstanding
under the term loan, which has a repayment schedule requiring monthly payments
of $0.4 million. 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.
The Company modified the loan agreement for its credit facility twice during the
quarter ended July 31, 2000. On June 15, 2000, the Company modified certain
financial covenants and extended the maturity date of the revolving line of
credit to December 15, 2000. The Company also granted to the bank a warrant to
purchase 250,000 shares of common stock at the average reported closing price
per share during the 30 consecutive trading days ending on December 14, 2000. On
August 11, 2000, the Company obtained a $2.5 million short-term loan from the
bank, and the bank waived the Company's prior non-compliance with certain
financial covenants. The company repaid the $2.5 million loan on September 12,
2000.
The Company also has a $5.0 million line of credit with another bank which bears
interest at a rate equal to prime plus a spread (11.5% at July 31, 2000). At
July 31, 2000, approximately $5.0 million was outstanding under this line of
credit. This line of credit matures October 31, 2000. The Company and the bank
are currently working on an arrangement to extend the maturity.
On May 2, 2000, the Company sold substantially all the assets of the TMR
business unit for a price of $9,675,000 in cash plus the assumption of certain
liabilities. The Company retained approximately $1,500,000 in working capital of
TMR which was not included in the transaction. Of the proceeds from the sale,
the Company used $7,000,000 to repay a loan obtained for the Global Services,
Inc. acquisition and $1,000,000 to permanently reduce the outstanding balance
under the credit facility.
NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards No. 133 (SFAS No. 133), Accounting for
Derivative Instruments and Hedging Activities. The new statement requires all
derivatives to be recorded on the balance sheet at fair value and establishes
new accounting rules for hedging instruments. In June 1999, the FASB deferred
the effective date of SFAS No. 133 for one year until fiscal years beginning
after June 15, 2000. The Company does not expect the application of this
standard to have a material effect on the consolidated financial statements.
In March 2000, the FASB issued Interpretation No. 44, Accounting for Certain
Transactions involving Stock Compensation, (an interpretation of APB Opinion No.
25). The new interpretation clarifies treatment of stock option award
modifications as well as certain definitions of APB No. 25. This Interpretation
is effective July 1, 2000, but certain conclusions in this Interpretation cover
specific events that occur after December 15, 1998, or January 12, 2000. To the
extent that this Interpretation covers events occurring during the period after
December 15, 1998, or January 12, 2000, but before the effective date of July 1,
2000, the effects of applying this Interpretation are recognized on a
prospective basis from July 1, 2000. The Company does not expect the application
of this interpretation to have a material effect on its consolidated financial
statements.
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
8
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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 potential liability to its clients in connection with
the provision of IT services; the Company's ability to finance, sustain, and
manage growth; the Company's ability to integrate acquired businesses;
competition; the outcome of litigation involving the Company, particularly the
shareholder litigation described in Part II, Item 1 of this report; 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 RISKS
The Company's primary market risks include fluctuations in interest rates and
variability in interest rate spread relationships (i.e., prime or LIBOR
spreads). Substantially all of the Company's $41.0 million in outstanding
recourse debt at July 31, 2000, relates to the credit facility with a commercial
bank. Interest on the outstanding balance is charged based on a variable rate
related to the LIBOR rate. The rate is incremented for margins in the form of
fluctuations in interest rates. The effect of a hypothetical one percentage
point increase across all maturities of variable rate debt would result in an
increase of approximately $410,000 in pre-tax net loss assuming no further
changes in the amount of borrowings subject to variable rate interest from
amounts outstanding at July 31, 2000. The Company does not trade in derivative
financial instruments.
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PART II
ITEM 1. LEGAL PROCEEDINGS
In April and May 2000, six shareholders of the Company filed separate purported
class action lawsuits in the United States District Court for the Western
District of Tennessee against the Company and certain of its executive officers.
On June 1, 2000, the court ordered the consolidation of each lawsuit into a
single matter designated as the In re SCB Computer Technology, Inc. Securities
Litigation. On September 12, 2000, the plaintiffs filed a consolidated amended
complaint in the matter, naming as defendants the Company, Ben C. Bryant, Jr.
(who resigned from the Company as of September 1, 2000), Gary E. McCarter (who
resigned from the Company as of June 30, 2000), T. Scott Cobb, and Ernst & Young
LLP (which resigned as the Company's independent auditor on April 10, 2000). The
plaintiffs seek certification of a plaintiff class consisting of all persons who
purchased the Company's common stock during the period between November 19,
1997, and April 14, 2000, other than the Company's directors and officers and
related persons. The suit generally alleges that the defendants violated federal
securities laws by making false and misleading statements regarding the
Company's financial results and financial statements, which artificially
inflated the market price of the Company's common stock and caused the
plaintiffs and other class members to purchase the Company's common stock at
such inflated prices. The plaintiffs seek unspecified monetary damages. The
Company is reviewing the consolidated amended complaint and intends to respond
in a timely manner. As of the date hereof, the Company is unable to predict the
outcome of the litigation and its ultimate effect, if any, on the Company's
consolidated financial condition and results of operations.
ITEM 5. OTHER INFORMATION
AUDIT COMMITTEE INVESTIGATION
On June 30, 2000, the audit committee of the Company's board of directors
concluded a 3-month internal investigation into the concerns raised by five
employees regarding the Company's accounting treatment of certain matters in
fiscal 1998 and 1999 and the first three quarters of fiscal 2000. The audit
committee conducted a thorough, independent review of all the issues and made
specific findings with respect to the proper accounting treatment of these
matters. Following the conclusion of the audit committee's investigation, the
Company restated its consolidated financial statements for fiscal 1998 and 1999
and the first three quarters of fiscal 2000. The restated financial statements
contain adjustments that fall into three categories: (1) adjustments arising
from the audit committee's investigation; (2) adjustments resulting from the
Company's internal review of financial information relating to various matters,
including items that were similar to those investigated by the audit committee;
and (3) adjustments that were initially identified during the fiscal 1998 and
1999 audits, but which the Company elected not to record on the basis of
immateriality. The adjustments contained in the restated financial statements
decreased the Company's net income by $1.5 million in fiscal 1998 and $3.4
million in fiscal 1999 and increased its net income by $700,000 in the first
three quarters of fiscal 2000. The Company's management believes that it has
made all the adjustments to its financial statements considered necessary as a
result of the audit committee's investigation.
NASDAQ DELISTING
On April 14, 2000, The Nasdaq Stock Market ("Nasdaq") suspended trading in the
Company's common stock following the Company's issuance of a press release
earlier that day. The press release announced the audit committee's internal
investigation into the accounting issues raised by the Company's employees, the
resignation of Ernst & Young LLP as the Company's independent auditor, and the
anticipated restatement of the Company's consolidated financial statements for
the years ended April 30, 1998 and 1999, and for each quarter in the nine-month
period ended January 31, 2000. Nasdaq suspended trading in the Company's common
stock indefinitely pending its receipt and review of certain information
relating to the Company. The Company subsequently responded to Nasdaq's
information request. On May 26, 2000, Nasdaq notified the Company that its staff
had determined to delist the Company's common stock from the Nasdaq National
Market effective as of the close of business on June 6, 2000. In accordance with
Nasdaq's procedures and rules, the Company appealed the
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<PAGE> 12
Nasdaq staff's delisting determination to a Nasdaq Listing Qualifications Panel,
which stayed the delisting of the Company's common stock pending the issuance of
a decision by the Nasdaq panel. On August 17, 2000, Nasdaq notified the Company
that the Nasdaq panel affirmed the delisting effective August 18, 2000. The
Company's common stock is now traded in the over-the-counter market.
MANAGEMENT CHANGES
Gary E. McCarter resigned as President of the Company's Enterprise Solutions
Division effective as of June 30, 2000. In connection with his resignation, the
Company and Mr. McCarter entered into a transitional support services agreement
effective as of July 1, 2000. The term of the agreement is six months ending on
December 31, 2000. Mr. McCarter is obligated to perform such transitional
support services relating to the accounting, financial, operational and other
functions of the Company's business and affairs as the Company may request from
time to time. As compensation for such services, the Company agreed to pay a fee
of $24,811 per month to Mr. McCarter. The Company also is required to reimburse
Mr. McCarter for all reasonable and necessary costs that he incurs in performing
the services.
Ben C. Bryant, Jr., resigned from all of his positions with the Company,
including as a director, the Chairman of the Board, and an employee of the
Company, effective as of September 1, 2000. The Company and Mr. Bryant entered
into a separation agreement in connection with his resignation. In the
separation agreement, Mr. Bryant agreed, among other things, (1) to terminate
his employment agreement, which was scheduled to run through October 31, 2001,
effective immediately, and to forego his right to receive $350,000 in future
base salary thereunder; (2) not to disclose or use any of the Company's
confidential information; (3) not to compete with the Company until October 31,
2002; (4) to refer to the Company any and all opportunities known to him for the
performance of IT professional staffing services until October 31, 2002; (5) not
to acquire any of the Company's assets or voting securities or make a proxy
solicitation with respect to the Company's voting securities until October 31,
2002; (6) not to sell, transfer or otherwise dispose of more than 50,000 shares
of the Company's common stock during any period of 30 consecutive trading days,
subject to certain limited exceptions, until October 31, 2002; (7) to cooperate
with the Company in any future investigations and legal proceedings; (8) to
release the Company and related persons and entities from liabilities arising
from the termination of his employment; and (9) not to participate in any legal
proceeding against the Company and related persons, except in certain limited
situations. In exchange for these and other covenants, the Company agreed to pay
to Mr. Bryant under the separation agreement (a) $94,615 for earned but not
taken vacation accumulated during his career with the Company; (b) $9,627 with
respect to the premiums for group medical, dental, long-term disability and term
life insurance coverage for Mr. Bryant until August 31, 2001, which the Company
otherwise would have been required to pay under his employment agreement; and
(c) $650,000 as severance which is to be paid ratably over 26 months from
September 2000 to October 2002.
The Company's board of directors elected Jack R. Blair, a current outside
director of the Company, to serve as the non-executive Chairman of the Board of
the Company effective as of September 1, 2000.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
The exhibits listed in the Exhibit Index following the signature page
of this report are filed as part of this report or are incorporated herein by
reference.
(b) REPORTS ON FORM 8-K
On May 15, 2000, the Company filed with the Securities and Exchange
Commission (the "Commission") a current report on Form 8-K (a "Form 8-K")
relating to the sale of its TMR business unit to MAXIMUS, Inc. On July 3, 2000,
the Company filed with the Commission a Form 8-K relating to the appointment of
BDO Seidman, LLP, as its independent auditor and the issuance of a press release
regarding certain accounting, financial and operational matters. On July 11,
2000, the Company filed with the Commission an amended Form 8-K relating
11
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to the TMR disposition. On July 19, 2000, the Company filed a Form 8-K relating
to the issuance of a press release regarding the resignation of Ben C. Bryant,
Jr., as Chairman of the Board of the Company and his retirement from employment
with the Company effective as of September 1, 2000. On July 28, 2000, the
Company filed with the Commission another amended Form 8-K relating to the TMR
disposition.
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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: September 13, 2000 By: /s/ Michael J. Boling
----------------------------------------
Michael J. Boling
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------ ----------------------
10.1 Transitional Support Services Agreement dated August 14, 2000, but
effective as of July 1, 2000, between the Company and Gary E. McCarter
(incorporated herein by reference to Exhibit 10.5 to the Company's
amended annual report on Form 10-K/A No. 1 for the fiscal year ended
April 30, 2000).
10.2 Separation Agreement dated as of September 1, 2000, between the Company
and Ben C. Bryant, Jr.
27 Financial Data Schedule - For The Three-Month Period Ended July 31,
2000
