<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, 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 December 8, 2000, there were 25,045,324 outstanding shares of the
registrant's common stock.
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
SCB COMPUTER TECHNOLOGY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
October 31, April 30,
2000 2000
-------- ---------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents ............................. $ 114 $ 1,813
Accounts receivable,
net of allowance of $2,307 and $1,519, respectively 21,462 25,226
Current portion of leases ............................. 10,724 13,915
Other current assets .................................. 12,687 16,251
-------- ---------
Total current assets ............................... 44,987 57,205
Investment in leasing activities ......................... 8,462 13,225
Fixed assets:
Furniture, fixtures and equipment ..................... 33,072 34,814
Accumulated depreciation .............................. (14,637) (13,343)
-------- ---------
18,435 21,471
Goodwill (net) ........................................... 5,179 45,396
Other assets (primarily deferred tax assets) ............. 9,771 3,003
-------- ---------
Total assets ..................................... $ 86,834 $ 140,300
======== =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable-trade ................................ $ 3,346 $ 4,790
Accrued expenses ...................................... 9,873 10,071
Notes payable ......................................... -- 7,041
Current portion of long term debt ..................... 33,345 36,759
Current portion - nonrecourse debt .................... 7,791 9,695
Deferred revenue ...................................... 1,206 2,353
-------- ---------
Total current liabilities ........................ 55,561 70,709
Long term debt ........................................... 4,964 7,231
Notes payable-nonrecourse ................................ 7,560 10,737
Other long term liabilities .............................. 4,368 4,551
Shareholders' equity ..................................... 14,381 47,072
-------- ---------
Total liabilities and shareholders' equity ....... $ 86,834 $ 140,300
======== =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
1
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SCB COMPUTER TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT FOR EARNINGS PER SHARE)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Six Months
Ended Ended
October 31, October 31,
-------------------- --------------------
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenue ....................................... $ 30,815 $ 40,289 $ 63,448 $ 80,704
Cost of services .............................. 21,616 28,311 44,558 56,375
-------- -------- -------- --------
Gross profit .................................. 9,199 11,978 18,890 24,329
Selling, general and administrative
expenses .................................... 8,352 8,467 17,435 16,639
Impairment of assets .......................... 26,894 -- 26,894 --
Severance ..................................... 1,926 -- 1,926 --
Lease termination expense ..................... 108 -- 108 --
-------- -------- -------- --------
37,280 8,467 46,363 16,639
-------- -------- -------- --------
Income (loss) from continuing operations ...... (28,081) 3,511 (27,473) 7,690
Loss on disposal of assets .................... (819) -- (819) --
Other income (expense) ........................ (18) -- 1,351 --
Net interest expense .......................... (878) (839) (1,716) (1,297)
-------- -------- -------- --------
Income (loss) from continuing operations before
income taxes ................................ (29,796) 2,672 (28,657) 6,393
Income tax expense (benefit) .................. (5,087) 1,067 (4,700) 2,558
-------- -------- -------- --------
Net income (loss) from continuing operations .. (24,709) 1,605 (23,957) 3,835
Net income (loss) from discontinued
operations .................................. (9,075) (123) (9,234) 33
-------- -------- -------- --------
Net income (loss) ............................. $(33,784) $ 1,482 $(33,191) $ 3,868
======== ======== ======== ========
Basic earnings per share:
Net income (loss) from continuing operations .. $ (0.99) $ 0.06 $ (0.96) $ 0.16
======== ======== ======== ========
Net income (loss) ............................. $ (1.35) $ 0.06 $ (1.33) $ 0.16
======== ======== ======== ========
Diluted earnings per share:
Net income (loss) from continuing operations .. $ (0.99) $ 0.06 $ (0.96) $ 0.16
======== ======== ======== ========
Net income (loss) ............................. $ (1.35) $ 0.06 $ (1.33) $ 0.16
======== ======== ======== ========
Weighted average number of common
shares - basic .............................. 25,045 24,712 25,045 24,712
======== ======== ======== ========
Weighted average number of common
shares - diluted ............................ 25,045 24,712 25,045 24,738
======== ======== ======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
2
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SCB COMPUTER TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended
October 31,
-------------------
2000 1999
-------- -------
<S> <C> <C>
OPERATING ACTIVITIES
Net income (loss) .......................................... $(33,191) $ 3,868
Net income (loss) from discontinued operations ............. (9,234) 33
-------- -------
Net income (loss) from continuing operations ............... (23,957) 3,835
Adjustments to reconcile net income to
net cash provided by operating activities:
Provision for bad debts .................................... 59 --
Depreciation ............................................... 2,686 1,739
Amortization ............................................... 1,128 1,092
Deferred income taxes ...................................... (5,794) (1,873)
Impairment of assets ....................................... 26,894 --
Loss on disposal of assets ................................. 819 --
Gain on sale of subsidiary ................................. (1,366) --
Changes in operating assets and liabilities:
Accounts receivable ..................................... 2,186 (3,751)
Refundable income taxes ................................. 2,805 --
Other assets ............................................ (1,346) 1,906
Accounts payable - trade ................................ (88) (458)
Accrued expenses and other liabilities .................. (2,310) (3,238)
-------- -------
Total adjustments .......................................... 25,673 (4,583)
-------- -------
Net cash provided by (used in) operating activities ........ 1,716 (748)
-------- -------
Net cash flows provided by discontinued operations ......... 681 303
INVESTING ACTIVITIES
Purchases of fixed assets .................................. (1,087) (993)
Sale (Purchase) of businesses .............................. 9,000 (4,014)
-------- -------
Net cash provided by (used in) investing activities ........ 7,913 (5,007)
-------- -------
FINANCING ACTIVITIES
Borrowings on short-term debt .............................. -- 7,000
Payments on long-term debt ................................. (9,769) (2,793)
Payments on non-recourse debt .............................. (25) --
Net borrowings (repayments) under line of credit ........... (2,215) (1,551)
Other ...................................................... -- (609)
-------- -------
Net cash provided by (used in) financing activities ........ (12,009) 2,047
-------- -------
Net increase (decrease) in cash ............................... (1,699) (3,405)
Cash at beginning of period ................................... 1,813 5,318
-------- -------
Cash at end of period ......................................... $ 114 $ 1,913
======== =======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
Interest paid .............................................. $ 1,828 $ 1,866
Income taxes paid .......................................... $ -- $ 1,674
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
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SCB COMPUTER TECHNOLOGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT FOR EARNINGS PER SHARE)
(UNAUDITED)
OCTOBER 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 October 31, 2000, and the results of operations
and cash flows for the six-month periods ended October 31, 2000, and October 31,
1999. Operating results for the periods ended October 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 - IMPAIRMENT CHARGES
During the second quarter of fiscal 2001, the Company completed an evaluation of
its operations. For over twenty years, the Company's primary focus was providing
clients information technology professional services (staffing, consulting and
outsourcing). Five years ago the Company initiated an acquisition program in an
effort to become a diversified information technology provider (to include
hardware/packaged software sales and computer leasing). The evaluation indicated
the Company should return to its core competencies of only providing
professional services. According, the Company decided to completely exit the
hardware/software and computer leasing businesses. The evaluation included: 1)
assessing the carrying value of long-lived assets, including goodwill; 2) space
needs in several locations; 3) certain employment-related costs; and, 4) the
complete exit of certain product lines (see Note 3 - Discontinued Operations).
The Company has completed several acquisitions in which goodwill was recorded.
In first quarter of fiscal 2001, one of these acquired business units was sold
(see Note 5 - Disposition), and in the second quarter the Company will account
for two other acquisitions as discontinued operations (see Note 3 - Discontinued
Operations), leaving two acquisitions in continuing operations with previously
recorded goodwill. In October 2000, in accordance with the Company's accounting
policy, the Company evaluated the remaining goodwill amounts to determine
recoverability. The operations of Partners Resources, Inc. (PRI) is dramatically
different today than when PRI was acquired: 1) a major customer has been
acquired; 2) the software application around which another practice unit is
focused has had financial difficulty (and was acquired by another vendor)
limiting the number of new implementations; 3) another practice unit (disaster
recovery) was closed; and 4) the Company's ability to achieve certain synergies
have not materialized. Accordingly, the Company determined the anticipated cash
flow of this business will no longer support the carrying value of goodwill
resulting in an impairment charge of $26,894,000.
In the second quarter of fiscal 2001, the Company evaluated the space needs in
several locations. As a result of this evaluation, the Company entered into an
agreement to pay a $108,000 lease termination fee to cancel a long-term lease,
and substantially reduced its space requirements in two other locations and
abandoned approximately $819,000 in leasehold improvements.
In August 2000, the Company entered into certain post-employment agreements with
two former executive officers, which resulted in the Company recording $776,000
in severance pay. The Company reduced its operations in several locations,
resulting in severance of approximately $1,025,000.
4
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3 - DISCONTINUED OPERATIONS
As is discussed in Note 2 - Impairment Charges, during the second quarter of
fiscal 2001 the Company completed an evaluation of its operations. Through this
evaluation, the Company decided to focus its future operations on its core
competencies - professional staffing, consulting and outsourcing. Accordingly,
the Company decided to completely exit its business lines of computer
hardware/package software sales and computer leasing, components of the
Company's former Enterprise Solutions segment. In accordance with Accounting
Principles Board Opinion No. 30 Reporting the Results of Operations - Reporting
the Effects of Disposal of a Segment of a Business and Extraordinary, Unusual
and Infrequently Occurring Events and Transactions, the Company will account for
the exiting of these businesses as discontinued operations.
In the computer leasing unit, the Company will not accept any new leases and
will allow the existing lease contracts to remain in place through their
scheduled maturity. This business decision results in two impairment charges:
(1) $3,510,000 in goodwill remaining on the records of the leasing unit is
impaired, and (2) at the origination of many of the lease contracts, the Company
estimated certain residual values at the end of the leases, $4,448,000 of which
the Company estimates is now not realizable.
On November 30, 2000, the Company sold substantially all the assets of Proven
Technology (a hardware sales unit) and the Global Services (a hardware sales
unit) business unit. On the sale of Global Services, the Company recorded a loss
of $783,000 ($416,000 of which was unamortized goodwill). On the Proven
Technology sale, the Company recorded a loss of $171,000. (See Note 8 -
Subsequent Events.)
Additionally, the Company wrote down $308,000 in equipment value in its
specialty hardware/software sales business that is being closed as of February
1, 2000.
The Company has developed a reserve for discontinued operations of $762,066. The
majority of this reserve is an estimate of wind-down losses in the computer
leasing unit and the specialty hardware/software sales unit.
The activity in the reserve for discontinued operations for the six months ended
October 31, 2000 was:
<TABLE>
<CAPTION>
April 30, 2000 Original October 31, 2000
Balance Provision Balance
------- --------- -------
<S> <C> <C> <C>
Discontinued Operations Liability $ 0 $ 762,066 $ 762,066
</TABLE>
5
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4 - 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 Six Months
Ended Ended
October 31, October 31,
------------------------ ------------------------
2000 1999 2000 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net income (loss) from continuing operations $ (24,709) $ 1,605 $ (23,957) $ 3,835
Net income (loss) from discontinued
operations ............................... (9,075) (123) (9,234) 33
---------- ---------- ---------- ----------
Net income (loss) .......................... $ (33,784) $ 1,482 $ (33,191) $ 3,868
========== ========== ========== ==========
Denominator for basic earnings per
share - weighted average shares .......... 25,045 24,712 25,045 24,712
========== ========== ========== ==========
Effect of dilutive securities-stock
options .................................. -- -- -- 26
---------- ---------- ---------- ----------
Denominator for diluted earnings per
share - adjusted weighted average
shares and assumed conversions ........... 24,045 24,712 25,045 24,738
========== ========== ========== ==========
Basic earnings per share:
Net income (loss) from continuing operations $ (0.99) $ 0.06 $ (0.96) $ 0.16
Net income (loss) from discontinued
operations ............................... (0.36) -- (0.37) --
---------- ---------- ---------- ----------
Net income (loss) .......................... $ (1.35) $ 0.06 $ (1.33) $ 0.16
========== ========== ========== ==========
Diluted earnings per share:
Net income (loss) from continuing operations $ (0.99) $ 0.06 $ (0.96) $ 0.16
Net income (loss) from discontinued
operations ............................... (0.36) -- (0.37) --
---------- ---------- ---------- ----------
Net income (loss) .......................... $ (1.35) $ 0.06 $ (1.33) $ 0.16
========== ========== ========== ==========
</TABLE>
5 - 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 $1,309,000. 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.
6 - SEGMENT INFORMATION
The Company operates in one industry segment, information technology management,
which consists of professional services, consulting, outsourcing and enterprise
resource planning (ERP).
7 - OTHER EVENTS
On April 14, 2000, The Nasdaq Stock Market ("Nasdaq") suspended trading in the
Company's common stock following the Company's announcement of its intention to
restate its financial statements for certain prior fiscal periods. On May 26,
2000, the Nasdaq staff notified the Company of its initial determination to
delist the Company's common stock. On June 1, 2000, the Company requested that a
Nasdaq Listing Qualification Panel (the "Nasdaq Panel") review the determination
of the Nasdaq staff, which stayed the delisting pending a decision by the Nasdaq
Panel. On August 17, 2000, the Nasdaq Panel issued its decision to delist the
Company's common stock. The delisting was effective the next day. On August 30,
2000, the Company requested that the Nasdaq
6
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Listing and Hearing Review Council (the "Nasdaq Council") review the decision of
the Nasdaq Panel. On November 22, 2000, the Nasdaq Council reversed the decision
of the Nasdaq Panel and remanded the matter to the Nasdaq staff to determine
whether the Company's common stock may again be listed on Nasdaq. In its
decision, the Nasdaq Council noted that the Company's common stock does not meet
the minimum bid price of $1.00 per share required by Nasdaq. The Nasdaq Council
granted the Company a 90-day period in which to achieve a minimum $1.00 bid
price and to demonstrate its compliance with all other continued listing
requirements of Nasdaq. The Nasdaq Council instructed the Nasdaq staff to
conduct a full initial inclusion review of the Company and to include the
Company's common stock on Nasdaq if the Company is able to demonstrate
compliance with all applicable listing requirements and if there are no adverse
developments justifying the denial of listing. The Company is taking steps to
meet Nasdaq's listing requirements with the objective of having its common stock
listed on Nasdaq once again.
Effective as of September 1, 2000, 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 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.
8 - SUBSEQUENT EVENTS
On November 30, 2000, the Company sold substantially all of the assets of Proven
Technology, Inc., a wholly owned subsidiary of the Company, and the Global
Services business unit for a combined price of 60,000 shares of common stock,
par value $.01 per share, of the Company plus the assumption of certain
liabilities, and recognized a loss of approximately $1.0 million. The shares of
common stock obtained by the Company will be held in treasury for future use.
7
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
CAUTIONARY STATEMENT UNDER THE "SAFE-HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995 INCLUDED IN THIS REPORT AND OTHER
INFORMATION PRESENTED BY MANAGEMENT FROM TIME TO TIME, INCLUDING, BUT NOT
LIMITED TO, ANNUAL REPORTS TO SHAREHOLDERS, QUARTERLY SHAREHOLDER LETTERS,
FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, NEWS RELEASES, ANALYST'S
CONFERENCE CALLS AND INVESTOR PRESENTATIONS, ARE FORWARD-LOOKING STATEMENTS
ABOUT BUSINESS STRATEGIES, MARKET POTENTIAL, FUTURE FINANCIAL PERFORMANCE AND
OTHER MATTERS WHICH REFLECT MANAGEMENT'S EXPECTATIONS AS OF THE DATE MADE
WITHOUT LIMITING THE FOREGOING, THE WORDS "BELIEVES," "ANTICIPATES," "PLANS,"
"EXPECTS," "SEEKS" AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY
FORWARD-LOOKING STATEMENTS. FUTURE EVENTS AND THE COMPANY'S ACTUAL RESULTS COULD
DIFFER MATERIALLY FROM THE RESULTS REFLECTED THAT COULD CAUSE THE COMPANY'S
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE INDICATED BY SUCH FORWARD-LOOKING
STATEMENTS. THESE FACTORS INCLUDE, WITHOUT LIMITATION, THE COMPANY'S ABILITY TO
ATTRACT, DEVELOP AND RETAIN QUALIFIED CONSULTANTS, THE COMPANY'S ABILITY TO
EFFECTIVELY IDENTIFY, MANAGE AND INTEGRATE ACQUISITIONS, CHANGES IN CONSULTANT
UTILIZATION AND PRODUCTIVITY RATES, THE COMPANY'S ABILITY TO ACQUIRE OR DEVELOP
ADDITIONAL SERVICE OFFERINGS, CLIENT DECISIONS TO REDUCE OR INCREASE IT SERVICES
OUTSOURCING, EARLY TERMINATION OF CLIENT CONTRACTS WITHOUT PENALTY, CHANGES IN
THE COMPANY'S DEPENDENCE ON SIGNIFICANT CLIENTS, CHANGES IN GROSS MARGINS DUE TO
A VARIETY OF FACTORS (INCLUDING INCREASED WAGE AND BENEFIT COSTS THAT ARE NOT
OFFSET BY BILL RATE INCREASES), THE TYPES OF SERVICES PERFORMED BY THE COMPANY
DURING A PARTICULAR PERIOD AND COMPETITION. PLEASE REFER TO A DISCUSSION OF
THESE AND OTHER FACTORS IN THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE
FISCAL YEAR ENDED APRIL 30, 2000, AND OTHER SECURITIES AND EXCHANGE COMMISSION
FILINGS. THE COMPANY DISCLAIMS ANY INTENT OR OBLIGATION TO UPDATE PUBLICLY
THESE FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE
EVENTS OR OTHERWISE.
THE FOLLOWING SHOULD BE READ IN CONJUNCTION WITH THE CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES THERETO INCLUDED ELSEWHERE IN THIS REPORT. THE COMPANY'S
FISCAL YEAR ENDS ON APRIL 30.
OVERVIEW
SCB Computer Technology, Inc. (the "Company") is a leading provider of
information technology ("IT") management and technical services to commercial
enterprises, including a number of Fortune 500 companies, and to state and local
governments. The Company's services primarily consist of (1) PROFESSIONAL
SERVICES, which includes providing skilled IT staff on an as-needed basis; (2)
CONSULTING, which entails evaluation, design and re-engineering of computer
systems, management, quality assurance and technical directions for IT projects,
network planning and implementation, and functional expertise and training; (3)
OUTSOURCING, which involves system development and integration, maintenance,
data center management, help desk and technical services; and (4) ENTERPRISE
RESOURCE PLANNING ("ERP" and a consulting service unit), which consists of
planning and evaluating, system analysis and administration, implementation and
functional support. Please refer to the Company's fiscal year 2000 Form 10-K for
a full description of services.
The Company has eight regional offices and eleven sales offices. The Company has
more than 900 consultants (over 85% of which are employees of the Company) that
work in all aspects of information technology.
SCB's clients operate in a wide variety of industries including manufacturing,
distribution, communication, hospitality, financial services, transportation,
utilities, health care, state government and local government. The
8
<PAGE> 10
Company emphasizes long-term relationships with its clients rather than one-time
projects. During the last twelve months, the Company has performed projects for
over 150 clients.
IT services are primarily provided by the Company through supplemental IT
services arrangements, consulting services contracts and through project
outsourcing. Substantially, all services are billed on a time and materials
basis. During the six months ended October 31, 2000 the Company estimates that
professional staffing accounted for 57% of revenues, outsourcing for 22% of
revenues and consulting for 21% of revenues. During the quarter ended October
31, 2000 the Company estimates the professional staffing accounted for 60% of
revenues, outsourcing for 23% of revenues and consulting for 17% of revenues.
Between October 31, 1999 and October 31, 2000 the number of full-time
consultants decreased from approximately 1150 (including 100 in the TMR unit) to
approximately 900. The focus for revenue growth for the remainder of fiscal 2001
will be primarily from increases in the number of consultants placed with
existing and new clients.
The Company's past financial performance should not be relied on as an
indication of future performance. Period-to-period comparisons of the Company's
financial results are not necessarily meaningful indicators of future
performance.
RESULTS FROM CONTINUING OPERATIONS - QUARTER ENDED OCTOBER 31, 2000 COMPARED TO
OCTOBER 31, 1999
Revenue decreased from $40.3 million for the quarter ended October 31, 1999 to
$30.8 million for the quarter ended October 31, 2000, a decrease of 23.5%.
Revenue from consulting decreased $10.6 million in the quarter. $1.9 million of
the consulting revenue decrease in the quarter resulted from the sale of the TMR
business unit, and an additional $1.9 million resulted from the conclusion of
Y2K consulting projects in fiscal 2000. In professional staffing, revenue
decreased $1.0 million for the quarter due to a 2.9% decrease in average billing
rates and an approximate 2.0% decrease in headcount. Revenue from outsourcing
increased $2.2 million for the quarter.
Operating profit at the operating unit level decreased from $4.8 million for the
quarter ended October 31, 1999 to $3.1 million for the quarter ended October 31,
2000, a decrease of 35.4%. The operating profit for consulting (primarily in the
ERP business unit) decreased $2.1 million for the quarter versus the same
quarter in fiscal 2000.
Corporate costs increased $0.9 million from $2.1 million for the quarter ended
October 31, 1999 to $3.0 million for the quarter ended October 31, 2000.
Increased depreciation, rent and amortization represent 65% of the increased
corporate costs for the quarter. The remaining 35% of the increase is for
temporary staff and professional fees relating to the audit committee review and
shareholder litigation.
Interest expense increased from $839,000 for the quarter ended October 31, 1999
to $878,000 for the quarter ended October 31, 2000, a 5% increase. The increase
is due primarily to the increase in interest rates.
The effective tax rate for the quarter ended October 31,2000 is a tax benefit of
17% (the historical effective tax rate less a valuation reserve of approximately
$6.0 million) compared to an effective tax rate of 40% for the quarter ended
October 31, 1999.
RESULTS FROM CONTINUING OPERATIONS - SIX MONTH ENDED OCTOBER 31, 2000 COMPARED
TO OCTOBER 31, 1999
For the first six months of fiscal 2001, revenue decreased from $80.7 million
for the first six months of fiscal 2000 to $63.4 million, a decrease of 21.4%.
Revenue from consulting decreased $19.0 million for the six months. $3.6 million
of the consulting revenue decrease of the six months resulted from the sale of
the TMR business unit, and an additional $5.7 million of the decrease resulted
from conclusion of Y2K consulting projects in fiscal 2000. $1.7 million of the
revenue decrease for the six months was due to a 2.9% decrease in average
billing rates and an approximate 2.0% decrease in headcount in our professional
staffing. Revenue from outsourcing increased $3.5 million for the six months.
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Operating profit decreased for the six months of fiscal 2001 from $10.7 million
for the first six months of fiscal 2000 to $6.4 million, a decrease of 40.2%.
The decrease in operating profit for consulting decreased $3.2 million for the
six-month period. For the six-month period, operating profit in Professional
Staffing decreased $0.8 million, and outsourcing decreased $0.3 million over the
same six-month period last year.
Corporate costs increased $2.1 million from the $4.4 million for the six months
ended October 31, 1999 to $6.5 million for the six-month period ended October
31, 2000. Increased depreciation, rent and amortization represent 45% of the
increased corporate costs for the six months. The remaining 55% of the corporate
cost increase is for professional fees ($0.2 million) relating to the audit
committee review and shareholder litigation; the corporate e-strategy office
($0.3 million) whose personnel have subsequently been disbursed to the various
operating units; increased group insurance costs ($0.2 million); temporary
staffing ($0.1 million); and inflation ($0.3 million).
Interest expense increased from $1.3 million for the six months ended October
31, 1999 to $1.7 million for the six months ended October 31, 2000. The increase
is due primarily to the increase in interest rates.
The effective tax rate for the six months ended October 31,2000 is a tax benefit
of 16% (the historical effective tax rate less a valuation reserve of
approximately $6.0 million) compares to an effective tax rate of 40% for six
months ended October 31, 1999.
IMPAIRMENT CHARGES
During the quarter ended October 31, 2000, the Company recorded certain charges
of $29.7 million against continuing operations. The specifics of the charges are
as follows:
- Impairment of Goodwill - In accordance with Statement of
Financial Accounting Standards - 121 Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of the Company performed an extensive analysis of
the carrying value of goodwill previously recorded. The
Company's conclusion is the cash flows will not cover the
amortization of the long-lived assets. Accordingly, the
Company recorded an impairment charge of $26.9 million
(represents approximately 84% of the current carrying value)
for previously recorded goodwill.
- Severance - The Company recorded a charge of $1.9 million.
$0.8 million of this charge is to cover severance costs of two
former executive officers; $1.0 million is to cover
employment-related expenses from the reduction in operations
at several locations; and $0.1 million is to cover the cost
for the Company of other unusual employment-related costs.
- Lease Termination Costs - During the quarter, the Company
entered into agreements on three operating leases resulting in
a $0.9 million charge. In one lease, the Company will incur a
$0.1 million lease termination fee. In two locations, the
Company abandoned leasehold improvements and equipment,
totaling $0.8 million, as a result the Company reduced its
leased space by approximately 66%. In the location where a
lease termination fee was paid, the property was under
long-term lease, was rarely used and the Company settled its
total obligation for 25% of the total contracted rent amount.
DISCONTINUED OPERATIONS
During the quarter, the Company reached an agreement to sell two business units
whose sole business was to sell computer hardware. The Company also decided to
close the operations of a specialty computer software/hardware sales business
unit. Additionally, the Company decided to phase out its computer leasing
business. These units comprise all of the Company's activities in the computer
hardware sales and computer leasing business.
The Company has concluded that the exit of these businesses should be accounted
for in accordance with Accounting Principles Board Opinion No. 30 - Reporting
the Results of Operations - Reporting the Effects of
10
<PAGE> 12
Disposal of a Segment of a Business and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions.
In deciding to exit these businesses, the Company evaluated the carrying value
of certain assets - goodwill and lease residual values on the leasing company.
The Company concluded these assets were impaired and accordingly took a charge
for $3.5 million for goodwill and $4.4 million for lease residual values.
Additionally, the $0.3 million in undepreciated value of the furniture and
equipment in the hardware sales company to be closed was written off.
Additionally, the Company calculated an amount as a reserve to cover future
losses for these discontinued operations. This reserve amount is $0.8 million.
The sale of the two hardware sales business units resulted in a $1.0 million
loss on sale.
Set forth below is a summary statement of operations for the quarter of the
units to be discontinued.
<TABLE>
<CAPTION>
October 31, 2000
---------------------------
(in millions)
Sold To Be 1999
Units Phased Out Total Total
----- ---------- ----- -----
<S> <C> <C> <C> <C>
Revenues ................. $ 0.4 $ 1.8 $ 2.2 $ 3.0
Direct Costs ............. 0.3 1.5 1.8 2.2
SG&A Costs ............... 0.3 0.1 0.4 0.9
Interest ................. 0.2 -- 0.2 0.1
Impairment - Goodwill .... -- 3.5 3.5 --
Impairment - Residuals ... -- 4.4 4.4 --
Loss on Abandonment ...... -- 0.3 0.3 --
Loss on Sale ............. 1.0 -- 1.0 --
Discontinued Operations
Reserve ............... -- 0.8 0.8 --
------ ------ ------- ------
Net Income (Loss) ........ $ (1.4) $ (8.8) (10.2) (0.2)
====== ======
Income Tax (Benefit) ..... (1.1) (0.1)
------ ------
Net Income (Loss) from
Discontinued Operations $ (9.1) $ (0.1)
====== ======
</TABLE>
The effective tax rate for discontinued operations for the quarter is a tax
benefit of 10%(the historical tax rate less a valuation reserve of approximately
$2.7 million) compared to a tax benefit of 40% for the quarter ended October
31, 1999.
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<PAGE> 13
A summary statement of operations for discontinued operations for the six months
is set forth below.
<TABLE>
<CAPTION>
October 31, 2000
---------------------------
(in millions)
Sold To Be 1999
Units Phased Out Total Total
----- ---------- ----- -----
<S> <C> <C> <C> <C>
Revenues ................. $ 1.8 $ 3.8 $ 5.6 $ 6.6
Direct Costs ............. 1.5 3.2 4.7 4.6
SG&A Costs ............... 0.7 0.2 0.9 1.4
Interest ................. 0.4 -- 0.4 0.5
Impairment - Goodwill .... -- 3.5 3.5 --
Impairment - Residuals ... -- 4.4 4.4 --
Loss on Abandonment ...... -- 0.3 0.3 --
Loss on Sale ............. 1.0 -- 1.0 --
Discontinued Reserve
Operations ............ -- 0.8 0.8 --
------ ------ ------- ------
Net Income (Loss) ........ $ (1.8) $ (8.6) (10.4) 0.1
====== ======
Income Tax (Benefit) ..... (1.2) (0.1)
------ ------
Net Income (Loss) from
Discontinued Operations $ (9.2) $ (--)
====== ======
</TABLE>
The effective tax rate for the six months ended October 31, 2000 is a tax
benefit of 11% (the historical effective tax rate less a valuation reserve of
approximately $2.7 million) compared to an effective tax rate of 40% for the
quarter ended October 31, 1999.
RELIANCE UPON SIGNIFICANT CUSTOMERS
For the quarter ended October 31, 2000 the Company's five largest customers
accounted for 48% of revenue, an increase from 42% for the quarter ended October
31, 1999. The five largest customers' revenue for the six-month period increased
from 41% for the period ended October 31, 1999 to 46% for the period ended
October 31, 2000. Four of the five largest customers were the same for each
period. One customer, in the Company's outsourcing service, accounted for 58% or
revenues for the quarter ended October 31, 1999, but had decreased to 51% of
revenue for the quarter ended October 31, 2000. For the six-month period ended
in 1999 and 2000, the one outsourcing customer had decreased from 59% to 52% of
revenue, respectively.
LIQUIDITY AND CAPITAL RESOURCES
Currently, the Company has limited availability under its line of credit.
Accordingly, the Company's liquidity is dependent upon operating cash flows. The
Company funds its operations primarily from cash generated by operations. The
Company's operating activities of continuing operations provided net cash of
approximately $1.7 million for the first six months of fiscal 2001 and used net
cash of $0.8 million for the first six months of 2000. Discontinued operations
provided operating cash flows of $0.7 million and $0.3 million for the first six
months of fiscal 2001 and fiscal 2000, respectively.
In the first six months of fiscal 2001, the Company made $1.1 million in capital
expenditures, an increase of $0.1 million from the first six months of fiscal
2000. The majority of capital expenditures in fiscal 2001 were for internal use.
The Company received $9.0 million from the sale of the TMR business unit.
12
<PAGE> 14
The Company has four forms of debt. First, the Company has two revolving lines
of credit that had approximately $28.5 million outstanding at October 31, 2000,
a decrease from $30.2 million at April 30, 2000. Second, the Company has a term
loan that had approximately $8.6 million outstanding at October 31, 2000, a
decrease from approximately $10.3 million at April 30, 2000. Third, the Company
has non-recourse debt (associated with the Company's investment in leasing
activities) that had approximately $14.9 million outstanding at October 31,
2000, a decrease from approximately $20.4 million at April 30, 2000. Fourth, the
Company has miscellaneous other term loans and short-term debt that totaled
approximately $1.7 million at October 31, 2000, a decrease from approximately
$10.4 million at April 30, 2000.
The decrease in the revolving line of credit came through the payment of an
income tax refund. The decreases in the term loan and non-recourse debt came
through normal operating activities. The decrease in the miscellaneous other
term loans and short-term debt came from normal operating activities and $7.0
million from the proceeds of the sale of the TMR unit. The Company has reduced
its debt by $17.8 million (or 25%) since April 30, 2000.
The Company's primary revolving line of credit (currently $23.6 million, of
which $23.5 million is outstanding) and term loan bear interest at a rate equal
to LIBOR (6.75% at October 31, 2000) plus a spread (currently 4.0%). The
Company's other line of credit with another commercial bank bears interest at a
prime (9.5% at October 31, 2000) plus 2.0%. The non-recourse debt bears interest
at rates ranging from 6.2% to 14.0%.
Both of the Company's lines of credit were renewed December 15, 2000. One of the
renewed lines of credit matures on June 15, 2001, and the other on April 30,
2001. The term loan matures on July 1, 2002. The non-recourse debt and
miscellaneous other term debt have varying maturity dates. On December 1, 2000,
the Company's principle lender waived the Company's prior non-compliance with
certain financial covenants.
On August 11, 2000, the Company obtained a $2.5 million short-term loan from the
bank. The Company repaid the $2.5 million loan on September 12, 2000.
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 that 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.
On November 30, 2000, the Company sold substantially all of the assets of Proven
Technology, Inc., a wholly owned subsidiary of the Company, and the Global
Services business unit for a combined price of 60,000 shares of common stock,
par value $.01 per share, of the Company plus the assumption of certain
liabilities, and recognized a loss of approximately $1.0 million. The shares of
common stock obtained by the Company will be held in treasury for future use.
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
13
<PAGE> 15
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 application of this interpretation did not have a
material effect on the consolidated financial statements.
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 $38.3 million in outstanding
recourse debt at October 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 $383,000 in pre-tax net loss assuming no
further changes in the amount of borrowings subject to variable rate interest
from amounts outstanding at October 31, 2000. The Company does not trade in
derivative financial instruments.
14
<PAGE> 16
PART II
ITEM 1. LEGAL PROCEEDINGS
The Company, certain of its former and current directors and officers, and Ernst
& Young LLP, the Company's former independent auditor, are defendants in a
class-action lawsuit styled In re SCB Computer Technology, Inc. Securities
Litigation which is pending in the United States District Court for the Western
District of Tennessee. 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 for 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 Company and
other defendants have filed motions to dismiss the suit, and a hearing on these
motions is scheduled for December 29, 2000. 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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On October 18, 2000, the Company held its 2000 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
----------------------------
WITHHOLDING
FOR AUTHORITY
---------- ---------
<S> <C> <C>
Jack R. Blair 19,170,736 865,472
George E. Cates 19,506,768 529,440
T. Scott Cobb 19,618,412 417,796
James E. Harwood 19,100,151 936,057
Robert G. McEniry 19,769,027 267,181
</TABLE>
The shareholders of the Company also voted on the ratification of BDO Seidman,
LLP as the independent public accountants of the Company for the fiscal year
ending April 30, 2001, with the following numbers of votes for, against or
abstaining:
<TABLE>
<CAPTION>
VOTES
-----------------------------------------------------
FOR AGAINST ABSTAIN
---------- ------- ------
<S> <C> <C>
19,969,693 43,531 22,984
</TABLE>
ITEM 5. OTHER INFORMATION
NASDAQ
On April 14, 2000, The Nasdaq Stock Market ("Nasdaq") suspended trading in the
Company's common stock following the Company's announcement of its intention to
restate its financial statements for certain prior fiscal periods. On May 26,
2000, the Nasdaq staff notified the Company of its initial determination to
delist the Company's common stock. On June 1, 2000, the Company requested that a
Nasdaq Listing Qualification Panel
15
<PAGE> 17
(the "Nasdaq Panel") review the determination of the Nasdaq staff, which stayed
the delisting pending a decision by the Nasdaq Panel. On August 17, 2000, the
Nasdaq Panel issued its decision to delist the Company's common stock. The
delisting was effective the next day. On August 30, 2000, the Company requested
that the Nasdaq Listing and Hearing Review Council (the "Nasdaq Council") review
the decision of the Nasdaq Panel. On November 22, 2000, the Nasdaq Council
reversed the decision of the Nasdaq Panel and remanded the matter to the Nasdaq
staff to determine whether the Company's common stock may again be listed on
Nasdaq. In its decision, the Nasdaq Council noted that the Company's common
stock does not meet the minimum bid price of $1.00 per share required by Nasdaq.
The Nasdaq Council granted the Company a 90-day period in which to achieve a
minimum $1.00 bid price and to demonstrate its compliance with all other
continued listing requirements of Nasdaq. The Nasdaq Council instructed the
Nasdaq staff to conduct a full initial inclusion review of the Company and to
include the Company's common stock on Nasdaq if the Company is able to
demonstrate compliance with all applicable listing requirements and if there are
no adverse developments justifying the denial of listing. The Company is taking
steps to meet Nasdaq's listing requirements with the objective of having its
common stock listed on Nasdaq once again.
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.
(b) REPORTS ON FORM 8-K
On September 1, 2000, the Company filed with the Securities and
Exchange Commission a current report on Form 8-K relating to the issuance of a
press release on August 31, 2000, announcing the Company's unaudited financial
results for the fiscal quarter ended July 31, 2000, the election of Jack R.
Blair as the non-executive Chairman of the Board of the Company effective as of
September 1, 2000, and the retirement of Ben C. Bryant, Jr. from all of his
positions with the Company (including as a director) also effective as of
September 1, 2000.
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<PAGE> 18
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 15, 2000 By: /s/ Michael J. Boling
----------------------------------------
Michael J. Boling
Executive Vice President and
Chief Financial Officer
17
<PAGE> 19
EXHIBIT INDEX
Exhibit
Numbers Description of Exhibits
------- -----------------------
2.1 Asset Purchase Agreement dated as of November 30, 2000, among
Proven Technology, Inc., Proven Technology LLC, and for
certain limited purposes, the Company, John Severini, Barbara
Severini, and Twenty Keyland Corp. The exhibits to this
document have been omitted from this filing. The Company will
furnish, as supplementary information, copies of the omitted
materials to the Securities and Exchange Commission upon
request.
2.2 Asset Purchase Agreement dated as of November 30, 2000, among
Partners Resources, Inc., PTI Innovations, Inc., and for
certain limited purposes, the Company and John Severini. The
exhibits to this document have been omitted from this filing.
The Company will furnish, as supplementary information, copies
of the omitted materials to the Securities and Exchange
Commission upon request.
27 Financial Data Schedule - For The Six-Month Period Ended
October 31, 2000
