SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-Q
(Mark One)
/X/ Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended March 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 _______ .
0-11521
(Commission File Number)
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 23-1701520
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
Great Valley Corporate Center
4 Country View Road
Malvern, Pennsylvania 19355
(Address of principal executive offices)
Registrant's telephone number, including area code: (610) 647-5930
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 / /
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
31,750,382 Common shares, $.01 par value, as of May 10, 1999
Page 1 of 22 consecutively numbered pages
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SYSTEMS & COMPUTER TECHNOLOGY CORPORATION AND SUBSIDIARIES
INDEX
PART I. UNAUDITED FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets -
March 31, 1999 and September 30, 1998
Condensed Consolidated Statements of Operations -
Three Months Ended March 31, 1999 and 1998
Condensed Consolidated Statements of Operations -
Six Months Ended March 31, 1999 and 1998
Condensed Consolidated Statements of Cash Flows -
Six Months Ended March 31, 1999 and 1998
Notes to Condensed Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of
Operations and Financial Condition
Item 3. Quantitative and Qualitative Disclosures
About Market Risk
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
(PAGE)
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
March 31, September 30,
1999 1998
(UNAUDITED) (NOTE)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 4,748 $ 18,942
Short-term investments, including
accrued interest of $249 and $1,199 14,876 59,364
Receivables, including $76,442
and $66,158 of earned revenues
in excess of billings, net of
allowance for doubtful accounts
of $4,238 and $4,033 147,029 130,457
Prepaid expenses and other receivables 25,685 13,861
-------- --------
TOTAL CURRENT ASSETS 192,338 222,624
PROPERTY AND EQUIPMENT--at cost, net
of accumulated depreciation 67,027 55,862
CAPITALIZED COMPUTER SOFTWARE COSTS,
net of accumulated amortization 19,961 18,257
COST IN EXCESS OF FAIR VALUE OF NET
ASSETS ACQUIRED, net of accumulated
amortization 19,616 17,763
OTHER ASSETS AND DEFERRED CHARGES 17,175 18,448
-------- --------
TOTAL ASSETS $316,117 $332,954
======== ========
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SYSTEMS & COMPUTER TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
March 31, September 30,
1999 1998
(UNAUDITED) (NOTE)
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 15,317 $ 17,720
Current portion of long-term debt 2,623 1,100
Income taxes payable 764 1,444
Accrued expenses 32,869 33,659
Deferred revenue 16,367 17,684
-------- --------
TOTAL CURRENT LIABILITIES 67,940 71,607
LONG-TERM DEBT, less current portion 78,200 78,425
STOCKHOLDERS' EQUITY
Preferred stock, par value $.10 per
share--authorized 3,000 shares,
none issued -- --
Common stock, par value $.01 per share--
authorized 100,000 shares, issued
36,372 and 36,275 shares 364 363
Capital in excess of par value 102,544 102,176
Retained earnings 92,590 83,952
-------- --------
195,498 186,491
Less
Held in treasury, 4,642 and 2,302
common shares--at cost (24,911) (2,959)
Notes receivable from stockholders (610) (610)
-------- --------
169,977 182,922
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $316,117 $332,954
======== ========
Note: The condensed consolidated balance sheet at September 30, 1998 has
been derived from the audited financial statements at that date.
See notes to condensed consolidated financial statements.
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SYSTEMS & COMPUTER TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in thousands, except per share amounts)
For the Three Months Ended
March 31,
1999 1998
Revenues:
Outsourcing services $ 34,364 $30,121
Software sales 17,092 22,449
Maintenance and enhancements 21,028 16,312
Software services 43,859 25,907
Other, primarily interest 735 1,295
-------- -------
117,078 96,084
Expenses:
Cost of outsourcing services 26,763 24,564
Cost of software sales and
maintenance and enhancements 22,074 17,829
Cost of software services 30,662 18,223
Selling, general and administrative 28,784 22,091
Interest expense 1,210 1,055
-------- -------
109,493 83,762
Income before income taxes 7,585 12,322
Provision for income taxes 3,413 5,021
-------- -------
Net income $ 4,172 $ 7,301
======== =======
Net income per common share $ 0.13 $ 0.22
Net income per share - assuming dilution $ 0.13 $ 0.20
Common shares and equivalents outstanding:
Average common shares 32,291 33,348
Average common shares - assuming dilution 32,921 35,833
See notes to condensed consolidated financial statements.
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SYSTEMS & COMPUTER TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in thousands, except per share amounts)
For the Six Months Ended
March 31,
1999 1998
Revenues:
Outsourcing services $ 67,876 $ 58,266
Software sales 38,561 44,300
Maintenance and enhancements 38,813 30,658
Software services 80,289 46,966
Other, primarily interest 1,308 3,175
-------- --------
226,847 183,365
Expenses:
Cost of outsourcing services 53,358 47,470
Cost of software sales and
maintenance and enhancements 42,214 32,710
Cost of software services 58,701 34,125
Selling, general and administrative 55,190 43,937
Interest expense 2,355 1,875
-------- --------
211,818 160,117
Income before income taxes 15,029 23,248
Provision for income taxes 6,391 9,502
-------- --------
Net income $ 8,638 $ 13,746
======== ========
Net income per common share $ 0.26 $ 0.41
Net income per share - assuming dilution $ 0.26 $ 0.38
Common shares and equivalents outstanding:
Average common shares 32,661 33,222
Average common shares - assuming dilution 33,767 35,867
See notes to condensed consolidated financial statements.
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SYSTEMS & COMPUTER TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
For the Six Months Ended
March 31,
1999 1998
OPERATING ACTIVITIES
Net income $ 8,638 $ 13,746
Adjustments to reconcile net income to
net cash (used in) provided by
operating activities:
Depreciation and amortization 12,636 8,069
Provision for doubtful accounts 778 1,584
Changes in operating assets and
liabilities:
(Increase) in receivables (17,351) (17,414)
Decrease (increase) in interest
receivable 950 (1,083)
(Increase) in other current
assets (11,824) (2,536)
(Decrease) in accounts payable (2,403) (233)
(Decrease) increase in other accrued
expenses and liabilities (790) 4,879
(Decrease) in deferred revenue (1,317) (2,085)
Other, net (1,892) (1,670)
--------- --------
NET CASH (USED IN) PROVIDED BY
OPERATING ACTIVITIES (12,575) 3,257
INVESTING ACTIVITIES
Purchase of property and equipment (17,367) (5,603)
Capitalized computer software costs (4,550) (3,291)
Purchase of investments
available for sale (402) (128,039)
Proceeds from sale or maturity of
investments available for sale 43,715 55,724
Purchase of investment in Campus
Pipeline, Inc. (2,831) --
--------- ---------
NET CASH PROVIDED BY (USED IN)
INVESTING ACTIVITIES 18,565 (81,209)
FINANCING ACTIVITIES
Principal payments on short-term debt (32,699) (1,250)
Proceeds from borrowings, net of
issuance costs 33,992 73,278
Repurchase and retirement of Company stock (21,952) --
Proceeds from exercise of stock options 475 2,947
--------- ---------
NET CASH (USED IN) PROVIDED BY
FINANCING ACTIVITIES (20,184) 74,975
(DECREASE) IN CASH & CASH EQUIVALENTS (14,194) (2,977)
CASH & CASH EQUIVALENTS-BEGINNING OF PERIOD 18,942 29,809
--------- ---------
CASH & CASH EQUIVALENTS-END OF PERIOD $ 4,748 $ 26,832
========= =========
See notes to condensed consolidated financial statements.
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SYSTEMS & COMPUTER TECHNOLOGY CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE A--INTERIM FINANCIAL STATEMENTS
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 1O-Q and Rule
10-01 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 only of normal recurring accruals) considered
necessary for a fair presentation have been included. 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 year
ended September 30, 1998. Operating results for the three and six-month
periods ended March 31, 1999 are not necessarily indicative of the results
that may be expected for the year ending September 30, 1999.
NOTE B--RECLASSIFICATION
Certain quarterly information has been reclassified to confirm with March 31,
1999 classification.
NOTE C--CASH AND SHORT-TERM INVESTMENTS
(in thousands)
Cash Equivalents: Cash and equivalents are defined as highly liquid
investments with a maturity of three months or less at the date of purchase.
Short-Term Investments: Short-term investments consist of state and municipal
securities and corporate debt securities. Management determines the
appropriate classification of debt securities at the time of purchase. At
March 31, 1999, the Company has classified all securities as available for
sale. The available-for-sale portfolio, stated at fair value, is comprised of
highly liquid investments available for current operations and general
corporate purposes and, accordingly, is classified as short-term investments.
Short-term investments at March 31, 1999 are comprised of:
State and municipal securities $14,644
Corporate debt securities 232
-------
$14,876
The contractual maturities of short-term investments held at March 31, 1999
are:
Due in one year or less $13,785
Due after one year or more 1,091
-------
$14,876
NOTE D--TREASURY STOCK PURCHASE
In October 1998, the Company's Board of Directors authorized the purchase of
up to 3 million of its common shares. The shares may be purchased from time
to time in the open market or negotiated transactions and the timing of
purchases will be based on a variety of factors including stock price, cash
requirements, and market and economic factors. During the quarter ended
December 31, 1998, the Company repurchased 1.1 million of its common shares
for $10.3 million and during the quarter ended March 31, 1999 the Company
repurchased 1.3 million shares for $11.6 million.
NOTE E--CAMPUS PIPELINE INVESTMENT
On December 4, 1998, the Company entered into an agreement in which it, at
its option, could purchase up to $7.6 million of the common stock of Campus
Pipeline, Inc. As of March 31, 1999, the Company had purchased a 20% equity
interest in Campus Pipeline, Inc. for $2.8 million, which amount includes
investment related expenditures of $300 thousand, and which was recorded
under the equity method of accounting for investments. During April 1999, the
Company purchased an additional 10% equity interest in Campus Pipeline, Inc.
for $1.25 million. If the Company exercises all its options, the Company
will hold approximately 60% of the outstanding common stock of Campus
Pipeline, Inc. Campus Pipeline, Inc. incurred immaterial net losses during
the six months ended March 31, 1999.
NOTE F--EARNINGS PER SHARE
(in thousands, except per share amounts)
A reconciliation of the numerators and the denominators of the net income per
common share and net income per share - assuming dilution calculations
follow:
For the Three Months Ended
March 31,
1999 1998
Numerator:
Net income available to common
stockholders, used for net
income per common share $ 4,172 $ 7,301
Effect of dilutive securities:
-- --
------- -------
Net income available to common
stockholders after assumed
conversions $ 4,172 $ 7,301
======= =======
Denominator:
Denominator for net income per common
share-weighted average shares 32,291 33,348
Effect of dilutive securities:
Employee stock options 630 2,485
------- -------
Denominator for net income per
share - assuming dilution 32,921 35,833
======= =======
Net income per common share $0.13 $0.22
===== =====
Net income per share - assuming dilution $0.13 $0.20
===== =====
For the Six Months Ended
March 31,
1999 1998
Numerator:
Net income available to common
stockholders, used for net
income per common share $ 8,638 $13,746
Effect of dilutive securities:
-- --
------- -------
Net income available to common
stockholders after assumed
conversions $ 8,638 $13,746
======= =======
Denominator:
Denominator for net income per common
share-weighted average shares 32,661 33,222
Effect of dilutive securities:
Employee stock options 1,106 2,645
------- -------
Denominator for net income per
share - assuming dilution 33,767 35,867
======= =======
Net income per common share $0.26 $0.41
===== =====
Net income per share - assuming dilution $0.26 $0.38
===== =====
NOTE G--PRODUCT DEVELOPMENT
Product development expenditures, including software maintenance
expenditures, for the six months ended March 31, 1999 and 1998, were
approximately $26.8 million and $16.9 million, respectively. After
capitalization these amounts were approximately $22.2 million and $13.6
million, respectively, and were charged to operations as incurred. For the
same periods, amortization of capitalized software costs (not included in
expenditures above) amounted to $2.8 million and $2.8 million, respectively.
(PAGE)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS AND FINANCIAL CONDITION
The purpose of this section is to give interpretive guidance to the reader of
the financial statements.
RESULTS OF OPERATIONS
The following table sets forth: (a) income statement items as a
percentage of total revenues and (b) the percentage change for each item
from the prior year comparative period.
% of Total Revenues % Change from
Prior Year
Three Mos. Six Mos. Three Mos. Six Mos.
Ended Ended Ended Ended
March 31, March 31, March 31 March 31
1999 1998 1999 1998
Revenues:
Outsourcing services 29% 31% 30% 32% 14% 17%
Software sales 15% 24% 17% 24% (24%) (13%)
Maintenance and enhancements 18% 17% 17% 17% 29% 27%
Software services 37% 27% 35% 25% 69% 71%
Interest and other revenue 1% 1% 1% 2% (43%) (59%)
---- ---- ---- ----
Total 100% 100% 100% 100% 22% 24%
Expenses:
Cost of services, sales and
maintenance and enhancements 68% 63% 68% 62% 31% 35%
Selling, general and
administrative 25% 23% 24% 24% 30% 26%
Interest expense 1% 1% 1% 1% 15% 25%
Income before income taxes 6% 13% 7% 13% (38%) (35%)
The following table sets forth the gross profit for each of the following
revenue categories as a percentage of revenue for each such category and the
total gross profit as a percentage of total revenue (excluding interest and
other revenue). The Company does not separately present the cost of
maintenance and enhancements revenue as it is impracticable to separate such
cost from the cost of software sales.
Three Months Six Months
Ended Ended
March 31, March 31,
1999 1998 1999 1998
Gross Profit:
Outsourcing services 22% 18% 21% 19%
Software sales and maintenance
and enhancements 42% 54% 45% 56%
Software services 30% 30% 27% 27%
--- --- --- ---
Total 32% 36% 32% 37%
Revenues
Growth in outsourcing services revenue largely results from significant
contract signings. The 14% and 17% increases in outsourcing services revenue
in the second quarter and first six months of fiscal year 1999 are primarily
the result of (1) contracts signed after the second quarter of fiscal year
1998 and (2) increases in outsourcing services provided to a number of
existing significant clients.
Software sales decreased 24% in the second quarter of fiscal year 1999
compared to the second quarter of fiscal year 1998 due primarily to decreased
licenses of Banner Customer Information System (CIS) software to the domestic
utility market and ADAGE Enterprise Resource Planning (ERP) software to the
manufacturing market. These decreases were offset by increased licenses of
Banner software to the higher education market and licenses of Banner Courts
software to the local government market. Software sales decreased 13% in the
first six months of fiscal year 1999 due primarily to the aforementioned
reasons combined with decreased licenses of Banner software to the higher
education market in the first quarter of fiscal year 1999. The decreases in
the first six months of fiscal year 1999 were offset by increased licenses of
Banner Courts software to the local government market and increased licenses
of Banner CIS software to the international utility market.
The 29% and 27% increases in maintenance and enhancements revenue in the
second quarter and first six months of fiscal year 1999, respectively, were
the result of the growing installed base of clients in the higher education,
manufacturing & distribution, and utility marketplaces. The Company continues
to experience a high annual renewal rate on existing maintenance contracts in
these marketplaces.
Software services revenue increased 69% and 71% in the second quarter and
first six months of fiscal year 1999 compared to the prior year periods
primarily as the result of increases in implementation and integration
services in the manufacturing, utility and higher education markets.
The decrease in other revenue in the second quarter and first six months of
fiscal year 1999 is attributable to decreased interest revenue and to a
one-time $695 thousand gain on the sale of an inactive product line in the
first quarter of fiscal year 1998. The decrease in cash and short-term
investments, the source of interest revenue, results primarily from the
acquisition of Fygir Logistic Information Systems, B.V. (Fygir) in September
1998 and the purchase of $22 million in treasury stock in the first six
months of fiscal year 1999.
Gross Profit
Gross profit decreased as a percentage of total revenue (excluding other
revenue) from 36% in the second quarter of fiscal year 1998 to 32% for the
second quarter of fiscal year 1999 and from 37% to 32% for the six month
periods ending March 31, 1998 and 1999, respectively. The total gross profit
percentages decreased primarily because of decreases in the software sales
and maintenance and enhancements gross profit, which makes up the greatest
percentage of the Company's total gross profit. These decreases were
primarily the result of an increase, at a rate greater than the revenue rate
increase, in non-capitalized product development expenditures, primarily in
the manufacturing and utility businesses. The decreases in the software sales
and maintenance and enhancements gross profits were partially offset by
increases in the gross profits in the government business, and in the second
quarter, the higher education business, attributable to increased software
licenses. The Company is continuing to focus on installation and systems
integration services in each of its markets. Since service margins have
historically been lower than the margins derived from software sales and
maintenance and enhancements, an increase in services revenue as a percentage
of total revenue historically has resulted in a lower overall profit margin.
Income Taxes
The fiscal year 1999 second quarter provision for income taxes is
approximately 5% higher than the Company's first quarter rate of 40%. The
second quarter provision does not include a tax benefit for losses on the
Company's foreign operations. The Company's current forecast suggests that
foreign operations may improve during the second half of the fiscal year,
which would result in a reduced tax rate.
If foreign operations become profitable during the second half of the fiscal
year, this may result in a reduced tax rate.
LIQUIDITY, CAPITAL RESOURCES, AND FINANCIAL POSITION
In October 1997, the Company issued $65 million of convertible subordinated
debentures bearing interest at 5% and maturing on October 15, 2004. In
November 1997, pursuant to an underwriters' option, the Company issued an
additional $9.75 million of convertible debentures. The debentures are
convertible into common stock of the Company at any time prior to redemption
or maturity at a conversion price of $26.375 per share, subject to change as
defined in the Trust Indenture. The debentures are redeemable at any time
after October 15, 2000 at prices decreasing from 102.5% of the principal
amount to par on October 15, 2003.
Cash used in operating activities was $12.6 million for the first six months
of fiscal year 1999 compared with cash provided by operating activities of
$3.3 million for the first six months of fiscal year 1998. Income before
depreciation and amortization had no significant increase when compared to
the prior year period. Cash provided by operations was off set in the first
six months of fiscal year 1999 by increases in accounts receivable balances
and other current assets. The increases in accounts receivable balances at
March 31, 1999 compared to September 30, 1998 are primarily the result of
slow collections on some large outsourcing contracts and the timing of
billings on software licenses. The increase in other current assets is
primarily the result of increases in prepaid tax balances.
The Company provides outsourcing services and software-related services,
including systems implementation and integration services. Contract fees from
outsourcing services are typically based on multi-year contracts ranging from
three to 10 years in length, and provide a recurring revenue stream
throughout the term of the contract. Software services contracts, including
systems implementation and integration services, usually have shorter terms
than outsourcing services contracts, and billings are sometimes milestone
based. During the beginning of a typical outsourcing services contract,
services are performed and expenses are incurred by the Company at a greater
rate than in the later part of the contract. Billings usually remain constant
during the term of the contract and, in some cases, when a contract term is
extended, the billing period is also extended over the new life of the
contract. In certain systems integration services contracts, payments are
milestone based. In these particular systems integration contracts, services
are performed by the Company but cannot be billed until the milestone is
attained. Revenue is usually recognized as work is performed. The resulting
excess of revenues over billings is reflected on the Company's Consolidated
Balance Sheet as unbilled accounts receivable. As an outsourcing services
contract proceeds, services are performed and expenses are incurred at a
lesser rate, resulting in billings exceeding revenue recognized, which causes
a decrease in the unbilled accounts receivable, as will the achievement of a
milestone in a systems integration services contract. The remaining unbilled
accounts receivable balance is comprised of software sales for which product
has been shipped and revenue has been recognized but amounts have not been
billed due to the payment terms established. These unbilled balances are
generally billed within one year.
Cash provided by investing activities was $18.6 million for the first six
months of fiscal year 1999 compared with cash used in investing activities of
$81.2 million for the first six months of fiscal year 1998. Proceeds from
sales and maturities of available-for-sale investments of $43.7 million were
slightly offset by the purchase of an investment in Campus Pipeline, Inc. for
$2.8 million in the first quarter of fiscal year 1999. The Company's primary
use of cash for investing purposes in the first six months of fiscal year
1999 was for the purchase of fixed assets, as described in the following
paragraph. During the first six months of fiscal year 1998 the Company's
primary use of cash for investing activities was the purchase of
available-for-sale investments from the proceeds of the bond offering during
the first quarter of fiscal year 1998.
Property and equipment expenditures increased as the result of fit-up and
remodeling costs for a new office building in the Company's Malvern campus
and building construction costs for a new building adjacent to the Company's
existing building in Columbia, SC. The construction and fit-up of the new
Columbia building are expected to continue until sometime in the third
quarter of fiscal year 1999. The Company signed a long-term lease agreement
in October 1998 for a new office building near its Malvern campus. The
Company began to incur fit-up and remodeling costs in the first quarter of
fiscal year 1999 and rent payments began in the second quarter of fiscal year
1999.
Cash used in financing activities was $20.2 million for the first six months
of fiscal year 1999. Net proceeds from borrowings were offset by principal
payments on short-term debt. The primary use of cash in financing activities
was the purchase of $22.0 million in treasury stock in the first six months
of fiscal year 1999. During the first six months of fiscal year 1998, cash
provided by financing activities of $75.0 was primarily the result of the net
proceeds of the bond offering of $73.3 million.
The Company has a $30 million senior revolving credit facility available for
general corporate purposes. The credit facility agreement expires in June
2000 with optional annual renewals. Borrowings outstanding under the credit
facility were $2.0 million at March 31, 1999. There were no borrowings
outstanding as of September 30, 1998. As long as borrowings are outstanding,
and as a condition precedent to new borrowings, the Company must comply with
certain covenants established in the agreement. Under the covenants, the
Company is required to maintain certain financial ratios and other financial
conditions. The covenants allow the Company to pay non-stock dividends,
repurchase capital stock, make distributions of assets to shareholders (as
long as the aggregate amount does not exceed $5 million in any fiscal year)
and to pay stock dividends. In October 1998, the agreement covenants were
amended to allow the Company to repurchase capital stock not to exceed $35
million and 3 million shares before April 15, 1999.
The Company believes that its cash and cash equivalents, short-term
investments, and borrowing arrangements should satisfy its financing needs
for the foreseeable future.
In October 1998, the Company's Board of Directors authorized the purchase of
up to 3 million of its common shares. The shares may be purchased from time
to time in the open market or negotiated transactions and the timing of
purchases will be based on a variety of factors including stock price, cash
requirements, and market and economic factors. During the six months ended
March 31, 1999, the Company repurchased 2.3 million of its common shares for
$22 million.
On December 4, 1998, the Company entered into an agreement in which it, at
its option, could purchase up to $7.6 million of the common stock of Campus
Pipeline, Inc. As of March 31, 1999, the Company had purchased a 20% equity
interest in Campus Pipeline, Inc. for $2.8 million, which amount includes
investment related expenditures of $300 thousand, and which was recorded
under the equity method of accounting for investments. During April 1999,
the Company purchased an additional 10% equity interest in Campus Pipeline,
Inc. for $1.25 million. If the Company exercises all its options, the
Company will hold approximately 60% of the outstanding common stock of Campus
Pipeline, Inc.
On October 1, 1998, the Company adopted Statement of Position 97-2, "Software
Revenue Recognition" (SOP 97-2). In December 1998, AcSEC issued Statement of
Position SOP 98-9, Modification of SOP 97-2, Software Revenue Recognition,
with Respect to Certain Transactions (SOP 98-9). SOP 97-2 introduces a
framework whereby revenue would be recognized for each element in a software
licensing arrangement when certain criteria are met. SOP 97-2 requires
license fees to be allocated to the separate elements of multiple element
arrangements based on "vendor-specific objective evidence of fair value" and
provides guidance on postcontract customer support arrangements. SOP 98-9,
which is effective for fiscal years beginning after March 15, 1999, requires
recognition of revenue on undelivered elements of a contract using the
residual method, as defined in SOP 98-9. The adoption of SOP 97-2 did not,
and the adoption of SOP 98-9 is not expected to, have a significant impact on
the results of operations.
In June 1997, Statement of Financial Accounting Standards No. 130, "Reporting
Comprehensive Income" (SFAS 130), was effective for all fiscal years
beginning after December 15, 1997. Comprehensive income includes changes in
the balances of items that are reported directly in a separate component of
stockholders' equity on the Consolidated Balance Sheets. There is not a
significant difference between total comprehensive income and net income for
the three and six-month periods ended March 31, 1999 and 1998.
Statement of Financial Accounting Standards No. 131, "Disclosures about
Segments of an Enterprise and Related Information" (SFAS 131), was issued in
June 1997. SFAS 131 requires that a public business enterprise report
financial and descriptive information about its reportable operating
segments. Generally, financial information is required to be reported on the
basis used internally for evaluating segment performance and resource
allocation. SFAS 131 is effective for fiscal years beginning after December
31, 1997 however disclosure is not required in interim financial statements
in the initial year of adoption. Accordingly, the Company will make the
required disclosures for the fiscal year ending September 30, 1999, although
the Company has not fully assessed the impact of SFAS 131 on its financial
disclosures.
Contingencies
On October 4, 1995, John J. Wallace filed a purported class action lawsuit in
the United States District Court for the Eastern District of Pennsylvania
against the Company; Michael J. Emmi, Chairman of the Board, President and
Chief Executive Officer of the Company; Michael D. Chamberlain, Senior Vice
President and a director of the Company; and Eric Haskell, Senior Vice
President, Finance & Administration, Treasurer, and Chief Financial Officer
of the Company. The plaintiff filed an amended complaint on November 28,
1995, and a second amended complaint on February 3, 1997. The class period
alleged is from June 5, 1995 through October 2, 1995. The second amended
complaint sought damages in unspecified amounts as well as equitable relief.
In April 1996, the Company's Motion to Dismiss the amended complaint was
granted in part and denied in part. In September 1997, the Company's Motion
to Dismiss the second amended complaint was granted in part and denied in
part, and plaintiff was permitted to pursue a claim that defendants violated
section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5
promulgated thereunder to the extent that it alleges a failure to make
certain disclosures in the Company's Form 10-Q for the third quarter of
fiscal 1995. On December 3, 1997, the Court approved a Stipulation of
Dismissal and Entry of Final Judgment filed by the parties pursuant to which
all remaining claims were dismissed with prejudice and the Court entered a
final judgment in favor of the Company as to all remaining claims in the
action. On December 30, 1997, the plaintiff filed a notice of appeal with
respect to those claims which were dismissed pursuant to the Company's
Motions to Dismiss. On October 28, 1998, the Company and counsel for the
plaintiff reached an agreement in principle to settle the matter for
$750,000. A settlement class must be determined by the United States
District Court for the Eastern District of Pennsylvania and the overall
settlement must be approved by the Court.
Factors that may affect future results and market price of stock
The matters discussed herein and elsewhere that are forward-looking
statements, including statements concerning the Company's or management's
forecasts, intentions, beliefs, expectations, or predictions for the future,
are based on current management expectations that involve risks and
uncertainties that could cause actual results to differ materially from those
anticipated. The following discussion highlights some, but not all of the
risks and uncertainties which may have a material adverse effect on the
Company's business, financial condition, and/or results of operations.
The Company's revenues and operating results can vary substantially from
quarter to quarter based on a number of factors. Software sales revenues in
any quarter are dependent on the execution of license agreements and shipment
of product. The execution of license agreements is difficult to predict for a
variety of reasons including the following: a significant portion of the
Company's license agreements are typically signed in the last month of each
quarter; the duration of the Company's sales cycle is relatively long; the
size of transactions can vary widely; client projects may be postponed or
canceled due to changes in the client's management, budgetary constraints, or
strategic priorities; and clients often exhibit a seasonal pattern of capital
spending. The Company has historically generated a greater portion of license
fees in total revenue in the last two fiscal quarters, although there is no
assurance that this will continue.
Also, as the year 2000 approaches, many potential clients are focusing their
efforts on remediating existing systems or implementing new systems to solve
year 2000 issues. While the Company believes that such evaluations have
favorably impacted demand for its software products and services in fiscal
years 1997 and 1998, such demand has diminished as the year 2000 approaches
since services to remediate year 2000 issues must be completed in a timely
manner and lead times required to complete systems implementations preclude
system replacement as a timely solution to the year 2000 issue as the
millennium nears. Given the lack of precedent for an issue of this magnitude,
the Company's ability to accurately forecast the impact of the year 2000
issue on quarter to quarter revenue achievement is limited. Additionally, as
the year 2000 approaches, customers have been slowing down computer software
purchases as they devote more time to preparing the testing of their systems
for year 2000 readiness, rather than evaluating and implementing new systems.
Since a significant part of the Company's business results from software
licensing, the Company's business is characterized by a high degree of
operating leverage. The Company's expense levels are based, in significant
part, on the Company's expectations as to future revenues and are therefore
relatively fixed in the short term. If software licensing revenues do not
meet expectations, net income is likely to be disproportionately adversely
affected. There can be no assurance that the Company will be able to increase
or even maintain its current level of profitability on a quarterly or annual
basis in the future. It is therefore possible that in one or more future
quarters the Company's operating results will be below expectations. In such
event, the price of the Company's common stock would likely be adversely
affected.
The success of the Company's business is dependent upon certain key
management, sales, and technical personnel. In addition, the Company believes
that to succeed in the future it will be required to continue to attract,
retain, and motivate additional talented and qualified management, sales, and
technical personnel. Competition for hiring such personnel in the information
technology industry is intense and demand for such employees has, to date,
exceeded supply. The Company from time to time experiences difficulty in
locating candidates with appropriate qualifications. There can be no
assurance that the Company will be able to retain its key employees or that
it will be able to continue to attract, assimilate, and retain other skilled
management, sales, and technical personnel. The loss of certain of its
existing key personnel or the inability to attract and retain additional
qualified employees in the future could have a material adverse effect on the
Company's business, operating results, and financial condition.
The application software industry is characterized by intense competition,
rapid technological advances, changes in customer requirements, product
introductions, and evolving industry standards. The Company believes that its
future success will depend on its ability to compete successfully and to
continue to develop and market new products and enhancements
cost-effectively, which will necessitate continued investment in research and
development and sales and marketing. There can be no assurance that the
Company's existing products will not be rendered obsolete or non-competitive
by new industry standards or changing technology, that the Company will be
able to develop and market new products successfully, or that the Company's
new product offerings will be accepted by its markets. Furthermore, programs
as complex as those offered by the Company may contain undetected errors or
bugs when they are first introduced or as new versions are released. There
can be no assurance that, despite testing by the Company and by third-party
test sites, errors will not be found in new product offerings, with the
possible result of unanticipated costs and delays in market acceptance of
these products.
Certain of the Company's contracts are subject to fiscal funding clauses,
which provide that in the event of budgetary constraints, the client is
entitled to reduce the level of services to be provided by the Company with a
corresponding reduction in the fee to be paid by the client, or in certain
circumstances, to terminate the services altogether. While the Company has
not been impacted materially by early terminations or reductions in service
from the use of fiscal funding provisions in the past, there can be no
assurance that such provisions will not give rise to early terminations or
reductions of service in the future. If clients of the Company representing a
substantial portion of the Company's revenues were to invoke the fiscal
funding provisions of their outsourcing services contracts, the Company's
results of operations could be adversely affected.
The Company provides software-related services, including systems
implementation and integration services. Services are generally provided
under time and materials contracts and revenue is recognized as the services
are provided. In some circumstances, services are provided under fixed price
arrangements in which revenue is recognized on the percentage-of-completion
method. Revisions in estimates of costs to complete are reflected in
operations in the period in which facts requiring those revisions become
known.
Other factors that could affect the Company's future operating results
include the effect of publicity on demand for the Company's products and
services; general economic and political conditions; continued market
acceptance of the Company's products and services; the timing of services
contracts and renewals; continued competitive and pricing pressures in the
marketplace; new product introductions by the Company's competitors; and the
Company's ability to complete fixed-price contracts profitably.
Year 2000
In the past, many information technology systems were designed with two-digit
year codes that did not recognize century fields. As a result, these
technology systems may not function or may give incorrect results during the
periods surrounding the year 2000. The Company has a company-wide year 2000
team to identify and resolve year 2000 issues associated with the Company's
internal information technology (IT) systems, internal non-IT systems,
material third party relationships, and the products and services sold by the
Company. The Company's year 2000 readiness program includes: corporate
awareness, adoption of year 2000 standards, inventory, assessment,
remediation, validation testing, and contingency planning.
The Company has identified its main internal IT systems and expects to
complete remediation of needed year 2000 related modifications by September
1999 and plans to continue testing through the remainder of calendar 1999.
The Company is assessing its internal non-IT systems and expects to complete
needed modifications and testing of these systems by mid 1999. Also, the
Company has completed its evaluation of third party relationships for year
2000 issues.
The Company has designed the most current versions of its products to be year
2000 ready. The Company is communicating with its customers the status of the
Company's products relating to year 2000. For products that were identified
as needing updates to address year 2000 issues, the Company has completed the
updates to most of these products, and has made the updates available to
customers in 1998 and in early 1999. The Company expects to complete the few
remaining minor product updates in May 1999. Some of the Company's customers
are using product versions that the Company will not support for year 2000
issues; the Company is encouraging these customers to migrate to current
product versions that are year 2000 ready. Also, in certain client
outsourcing and services contracts, the Company is evaluating year 2000
issues for its clients' computing environments and implementing year 2000
related remediations. Some of this client remediation effort has been
completed in 1998 with the remainder of the client remediation effort planned
throughout 1999.
The Company is currently in the process of developing contingency plans to
deal with issues which may arise in 1999 and 2000. The focus of this effort
is to identify the potential risks associated with mission critical functions
and then to develop appropriate contingency plans. Such planning is
complicated by the risk of multiple year 2000 problems and the fact that many
of the Company's risks reside with outside parties who may not successfully
address their own risks. The areas of planning include: expected increases
in customer upgrade and support activities, problems caused by customer
delays in implementing Company or third-party upgrades, possible disruptions
in the Company's external support systems and internal systems, employee
matters, identification of manual "work-arounds" for software and hardware
failures, substitution of hardware and software systems, and test exercises
of contingency planning elements. The Company expects to complete its year
2000 contingency plans by August 1999.
The Company has funded its year 2000 program from operating cash flows and
has not separately accounted for these costs in the past. The Company has and
will continue to incur additional amounts related to the year 2000 program
for administrative personnel to manage the project and for technical support
for its products, services, and internal IT systems. The Company believes
that the vast majority of these costs are not incremental to the Company but
represent a reallocation of existing resources and does not believe that
these costs have been or are expected to be material to the Company's
financial position.
The Company believes that necessary modifications to its products will be
made on a timely basis. However, there can be no guarantee that one or more
of the Company's current products do not contain year 2000 date issues that
may result in material costs to the Company. Additionally, where the Company
is evaluating year 2000 issues for client outsourcing and services contracts,
there can be no assurances that all year 2000 issues will be identified and
remediated and it is possible that the Company may experience increased
expenses in addressing these issues. The most reasonably likely worst case
scenarios would include: issues originating from clients who do not migrate
to current product releases or who experience other year 2000 related
problems, corruption of data contained in the Company's internal IT systems,
and failure of infrastructure services provided by government agencies and
other third parties (electricity, banking services, phone service, water
systems, internet services, etc.). It is possible that any such issue could
have a material adverse impact on the Company's operations and financial
results. Some commentators have stated that a significant amount of
litigation will arise out of year 2000 compliance issues. Because of the
unprecedented nature of such litigation, it is uncertain whether or to what
extent the Company may be affected by it.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in quantitative or qualitative
disclosures for fiscal year 1999. Reference is made to Item 7A in the Annual
Report on Form 10-K for the year ended September 30, 1998.
(PAGE)
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION AND SUBSIDIARIES
PART II
Item 1. Legal Proceedings
On October 4, 1995, John J. Wallace filed a purported class action lawsuit in
the United States District Court for the Eastern District of Pennsylvania
against the Company; Michael J. Emmi, Chairman of the Board, President and
Chief Executive Officer of the Company; Michael D. Chamberlain, Senior Vice
President and a director of the Company; and Eric Haskell, Senior Vice
President, Finance & Administration, Treasurer, and Chief Financial Officer
of the Company. The plaintiff filed an amended complaint on November 28,
1995, and a second amended complaint on February 3, 1997. The class period
alleged is from June 5, 1995 through October 2, 1995. The second amended
complaint sought damages in unspecified amounts as well as equitable relief.
In April 1996, the Company's Motion to Dismiss the amended complaint was
granted in part and denied in part. In September 1997, the Company's Motion
to Dismiss the second amended complaint was granted in part and denied in
part, and plaintiff was permitted to pursue a claim that defendants violated
section 10(b)of the Securities Exchange Act of 1934 and Rule 10b-5
promulgated thereunder to the extent that it alleges a failure to make
certain disclosures in the Company's Form 10-Q for the third quarter of
fiscal 1995. On December 3, 1997, the Court approved a Stipulation of
Dismissal and Entry of Final Judgment filed by the parties pursuant to which
all remaining claims were dismissed with prejudice and the Court entered a
final judgment in favor of the Company as to all remaining claims in the
action. On December 30, 1997, the plaintiff filed a notice of appeal with
respect to those claims which were dismissed pursuant to the Company's
Motions to Dismiss. On October 28, 1998, the Company and counsel for the
plaintiff reached an agreement in principle to settle the matter for
$750,000. A settlement class must be determined by the United States District
Court for the Eastern District of Pennsylvania and the overall settlement
must be approved by the Court.
Item 4. Submission of Matters to a Vote of Security Holders
At the Company's Annual Meeting of Shareholders held on February 26, 1999,
Michael J. Emmi and Allen R. Freedman were reelected as directors of the
Company for a term expiring at the Company's 2002 Annual Meeting of
Shareholders. There were 26,350,738 votes cast in favor of the election of
Mr. Emmi and 667,597 votes withheld from his election, and there were
26,402,417 votes cast in favor of the election of Mr. Freedman and 615,918
votes withheld from his election.
The amendment to the Company's 1994 Non-Employee Director Stock Option Plan
was approved, and it was filed as Exhibit 10.1 of the Company's Form 10Q for
the quarterly period ended December 31, 1998. There were 25,277,926 votes
cast in favor of approval of the amendment, 1,618,296 votes against, 122,113
abstained.
Item 5. Other Information
On March 18, 1999, the Company's Board of Directors adopted amendments to the
Company's By-laws which added an advance notice provision for stockholder
nominations of candidates for the Board of Directors and for the proposal
by a stockholder of any other matter to be voted upon at a stockholders
meeting. Pursuant to the advance notice provision, in order for nominations
for director candidates or other business to properly be presented at the
annual meeting, notice must be received by the Company generally between 90
days and 60 days before the anniversary of the prior year's annual meeting of
stockholders, and the notice must contain the information required in
accordance with the advance notice provision in the By-laws. For the
Company's annual meeting of stockholders to be held in 2000, notice of a
stockholder nomination for candidates for the Board of Directors or a
stockholder proposal must be received by the Company between October 28, 1999
and November 27, 1999.
Item 6 (a). Exhibits
Exhibit 3.3 - Amendment to Bylaws adopted March 18, 1999
Exhibit 27 - Financial Data Schedule
Item 6 (b). Reports on Form 8-K
The registrant did not file any current reports on Form 8-K during the three
months ended March 31, 1999.
(PAGE)
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION AND SUBSIDIARIES
SIGNATURES
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.
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
(Registrant)
Date: 05/14/99 /s/ Eric Haskell
________________________________
Eric Haskell
Senior Vice President, Finance and Administration,
Treasurer and Chief Financial Officer
SYSTEMS & COMPUTER TECHNOLOGY CORPORATION
AMENDMENTS TO THE BYLAWS
ADOPTED MARCH 18, 1999
(to adopt advance notice procedures for shareholder nominations and
proposals)
Section 7 of Article II of the bylaws of the Corporation is amended and
restated so as to read in its entirety as follows:
"Section 7. Notice of Stockholder Business and Nominations.
(a) Annual Meetings of Stockholders.
(i) Nominations of persons for election to the Board of
Directors of the Corporation and the proposal of business to be considered
by the stockholders at an annual meeting of stockholders may be made (A)
pursuant to the Corporation's notice of meeting, (B) by or at the direction
of the Board of Directors or (C) by any stockholder of the Corporation who
was a stockholder of record at the time of giving of notice provided for in
this Section 7, who is entitled to vote at the meeting and who complies with
the notice procedures set forth in this Section 7.
(ii) For nominations or other business to be properly
brought before an annual meeting by a stockholder pursuant to clause (C) of
paragraph (a)(i) of this Section 7, the stockholder must have given timely
notice thereof in writing to the Secretary of the Corporation and such other
business must otherwise be a proper matter for stockholder action. To be
timely, a stockholder's notice must be received by the Secretary at the
principal executive offices of the Corporation not later than the 60th day
nor earlier than the 90th day prior to the first anniversary of the preceding
year's annual meeting; provided, however, that in the event that the date of
the annual meeting is more than 30 days before or more than 60 days after
such anniversary date, notice by the stockholder must be so received not
earlier than the 90th day prior to the annual meeting and not later than the
later of the 60th day prior to the annual meeting or the 15th day following
the day on which public announcement of the date of the meeting is first made
by the Corporation. In no event shall the public announcement of an
adjournment or postponement of an annual meeting commence a new time period
for the giving of a stockholder's notice as described above. Notwithstanding
the foregoing, if the Corporation is required under Rule 14a-8 under the
Securities Exchange Act of 1934 ("Exchange Act") to include a stockholder's
proposal in its proxy statement, such stockholder shall be deemed to have
given timely notice for purposes of this paragraph (a)(ii) with respect to
such proposal. A stockholder's notice shall set forth (A) as to each person
whom the stockholder proposes to nominate for election or reelection as a
director, all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors in an
election contest, or is otherwise required, in each case pursuant to
Regulation 14A under the Exchange Act and Rule 14a-11 thereunder (including
such person's written consent to being named in the proxy statement as a
nominee and to serving as a director if elected); (B) as to any other
business that the stockholder proposes to bring before the meeting, a brief
description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material interest
in such business of such stockholder and the beneficial owner, if any, on
whose behalf the proposal is made; and (C) as to the stockholder giving the
notice and the beneficial owner, if any, on whose behalf the nomination or
proposal is made (1) the name and address of such stockholder, as they appear
on the Corporation's books, and of such beneficial owner; (2) the class and
number of shares of the Corporation which are owned beneficially and of
record by such stockholder and such beneficial owner; and (3) a
representation that such stockholder and beneficial owner intend to appear in
person or by proxy at the meeting.
(iii) Notwithstanding anything in paragraph (a)(ii) of
this Section 7 to the contrary, in the event that the number of directors to
be elected to the Board of Directors of the Corporation at the annual meeting
is increased pursuant to an act of the Board of Directors of the Corporation
and there is no public announcement by the Corporation naming all of the
nominees for director or specifying the size of the increased Board of
Directors on or before the date which is 15 days before the latest date by
which a stockholder may timely notify the Corporation of nominations or other
business to be brought by a stockholder in accordance with paragraph (a)(ii)
of this Section 7, a stockholder's notice required by this Section 7 shall
also be considered timely, but only with respect to nominees for any new
positions created by such increase, if it shall be received by the Secretary
at the principal executive offices of the Corporation not later than the 15th
day following the day on which such public announcement is first made by the
Corporation.
(b) Special Meetings of Stockholders. Only such business shall
be conducted at a special meeting of stockholders as shall have been brought
before the meeting pursuant to the Corporation's notice of meeting.
Nominations of persons for election to the Board of Directors may be made
at a special meeting of stockholders at which directors are to be elected
pursuant to the Corporation's notice of meeting (i) by or at the direction of
the Board of Directors or (ii) provided that the Board of Directors has
determined that directors shall be elected at such meeting, by any
stockholder of the Corporation who is a stockholder of record at the time of
giving of notice provided for in this paragraph (b), who shall be entitled to
vote at the meeting and who complies with the notice procedures set forth in
this paragraph (b). In the event the Corporation calls a special meeting of
stockholders for the purpose of electing one or more directors to the Board
of Directors, any such stockholder may nominate a person or persons (as the
case may be), for election to such position(s) as specified in the
Corporation's notice of meeting, if the stockholder's notice required by
paragraph (a)(ii) of this Section 7 shall be received by the Secretary at the
principal executive offices of the Corporation not earlier than the 90th day
prior to such special meeting and not later than the later of the 60th day
prior to such special meeting or the 15th day following the day on which
public announcement is first made of the date of the special meeting and of
the nominees proposed by the Board of Directors to be elected at such
meeting. In no event shall the public announcement of an adjournment or
postponement of a special meeting commence a new time period for the giving
of a stockholder's notice as described above.
(c) General.
(i) Only such persons who are nominated in accordance with
the procedures set forth in this Section 7 shall be eligible to serve as
directors and only such business shall be conducted at a meeting of
stockholders as shall have been brought before the meeting in accordance with
the procedures set forth in this Section 7. Except as otherwise provided by
law, the Certificate of Incorporation or these bylaws, the Chairman of the
meeting shall have the power and duty to determine whether a nomination or
any business proposed to be brought before the meeting was made or proposed,
as the case may be, in accordance with the procedures set forth in this
Section 7 and, if any proposed nomination or business is not in compliance
with this Section 7, to declare that such defective proposal or nomination
shall be disregarded.
(ii) For purposes of this Section 7, "public announcement"
shall mean disclosure in a press release reported by the Dow Jones News
Service, Associated Press or comparable national news service or in a
document publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.
Nothing in this Section 7 shall be deemed to affect any
rights of the holders of any series of Preferred Stock to elect directors."
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The schedule contains summary financial information extracted from the
March 31, 1999 financial statements and is qualified in its entirety
by reference to such financial statements.
</LEGEND>
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<NAME> SYSTEMS & COMPUTER TECHNOLOGY CORP.
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