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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-12311
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COMPUTER LANGUAGE RESEARCH, INC.
(Exact name of registrant as specified in its charter)
TEXAS 75-1297386
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2395 MIDWAY ROAD, CARROLLTON, TEXAS 75006
(Address of principal executive offices) (Zip Code)
(214) 250-7000
(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, $0.01 Par Value
(Title of class)
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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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
The aggregate market value of the voting stock held by non-affiliates of the
registrant at February 23, 1996, was $49,993,952. This number was derived using
beneficial ownership of affiliates.
On February 23, 1996, there were 14,131,879 shares outstanding of the
registrant's Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
(a)Selected Portions of the Registrant's Definitive Proxy Statement for the
Annual Meeting to be held April 30, 1996 - Part III
(b)Selected Portions of the Registrant's Registration Statement on Form S-1,
Registration No. 2-83286. - Part IV
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COMPUTER LANGUAGE RESEARCH, INC.
FORM 10-K
For the Fiscal Year Ended December 31, 1995
TABLE OF CONTENTS
ITEM PAGE
---- ----
PART I.
1 Business ................................................. 1
2 Properties ............................................... 9
3 Legal Proceedings ........................................ 9
4 Submission of Matters to a Vote of Security Holders ...... 9
PART II.
5 Market for Registrant's Common Equity and Related
Stockholder Matters .................................... 10
6 Selected Financial Data .................................. 11
7 Management's Discussion and Analysis of Financial
Condition and Results of Operations .................... 13
8 Financial Statements and Supplementary Data .............. 21
9 Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure .................... 38
PART III.
10 Directors and Executive Officers of the Registrant ....... 38
11 Executive Compensation ................................... 40
12 Security Ownership of Certain Beneficial Owners
and Management ......................................... 40
13 Certain Relationships and Related Transactions ........... 40
PART IV.
14 Exhibits, Financial Statement Schedules, and Reports
on Form 8-K ............................................ 41
14 (a) Index to Financial Statements and Financial Statement
Schedules .............................................. 44
Financial Statement Schedule ............................. 45
Signatures ............................................... 46
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PART I
ITEM 1. BUSINESS
(A) GENERAL DEVELOPMENT OF BUSINESS
The company was founded in 1964 and was incorporated in Texas in February 1969
as Computer Language Research, Inc. (together with all subsidiaries, the
"Company"). The Company is headquartered in Carrollton, Texas, (a suburb of
Dallas, Texas) and maintains sales and support facilities throughout the United
States. Executive offices are located at 2395 Midway Road, Carrollton, Texas
75006, and the telephone number is (214) 250-7000. In May of 1983, the Company
made its initial public offering of common stock. The Company's common stock
trades on the Nasdaq National Market tier of the Nasdaq Stock Market under the
symbol: CLRI.
The Company's initial business was processing individual income tax returns for
tax preparers as a computer service bureau. During the late 1960s and early
1970s, the Company expanded the types of returns it processed to include federal
income tax returns for corporations, partnerships, and fiduciaries. In
addition, processing was made available for state income tax returns for
individuals, corporations, partnerships, and fiduciaries. Initially, processing
was handled by the Company's mainframe computers and high speed printers.
However, to keep pace with technological advances in the computer industry, the
Company has evolved over the last ten years into a provider of microcomputer-
based tax systems. Such systems enable clients, using the Company's tax
compliance software, to process tax returns and perform other tax-related tasks
in their own offices. Due to the changes in the Company's products and
services, its Standard Industrial Classification was revised in 1995 from
7374 -- Computer Processing and Data Preparation and Processing Services to
7372 -- Prepackaged Software.
The Company provides tax automation systems to accounting firms, banks,
corporations, and partnerships through its unincorporated Fast-Tax division.
The Company also provides tax audit systems to the federal government through
its wholly-owned subsidiary, Electronic Tax Systems, Inc. The Company's tax
compliance and tax practice management software products are licensed under
trademarks such as Fast-Tax (REGISTERED), GoSystem (REGISTERED), EasyGo
(REGISTERED), System 5 (REGISTERED), InSource (REGISTERED), E-Form (REGISTERED),
SmartBridge (REGISTERED), TrustEase (REGISTERED), Electronic Tax Systems
(TRADEMARK), and CLR Professional Software (TRADEMARK).
In 1992, the Company acquired all of the common stock of FTS Corporation, a
provider of computerized trust tax processing services for banks, from its sole
shareholder, CCH Computax, Inc., and in 1994, the Company acquired substantially
all of the assets of Prentice-Hall Professional Software, Inc. ("PHPS"), a
supplier of audit and practice management software to accounting firms and a
supplier of residential property management software for the multifamily housing
industry. The PHPS accounting services operation has been renamed CLR
Professional Software, and the Windows (REGISTERED) version of the Company's
real estate management software will be marketed under the trade name OnSite
(TRADEMARK) for Windows.
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In April 1995, the Company acquired the Automated Client Engagement (ACE)
software line from Sequel/McGladrey Software, a joint venture composed of
McGladrey & Pullen LLP, one of the nation's largest accounting firms, and Sequel
Software Corporation. The ACE product line is recognized as one of the leaders
in providing professional audit software for the CPA marketplace. Over 12,000
users have licensed ACE since its inception in 1990.
In June 1995, the Company enhanced its real estate operations by acquiring the
residential property management software and services from Rent Roll, Inc. and
its affiliates ("Rent Roll"). In December 1995, Rent Roll was incorporated in
the state of Delaware as Rent Roll, Inc. and is a wholly-owned subsidiary of
Computer Language Research, Inc. Rent Roll is now a leading supplier of
residential property management information software and services to the
multifamily property management industry. The products service the needs of
both conventional and affordable housing property types. The real estate
software is marketed under the trade names Rent Roll and OnSite.
Effective November 1995, the Company acquired the tax compliance software
business of the Tax Technology Group of Price Waterhouse LLP ("PW") formerly
known as the Tax Management System ("TMS"). The Company will maintain TMS while
focusing development efforts on incorporating TMS into InSource, the Company's
suite of Windows-based software for corporate tax professionals.
For additional information regarding acquisitions made during 1995 and in
January 1996, see Item 8 - Notes 3 and 12 in the Notes to Consolidated Financial
Statements.
In June 1995, the Company sold substantially all of the assets of its wholly-
owned subsidiary, Electronic Form Systems Incorporated ("EFS"), to Vanier
Graphics Corporation, a wholly-owned subsidiary of American Business Products,
Inc. EFS developed and marketed electronic form management systems under the
trademarks Electronic Form Systems (REGISTERED), and EFS (REGISTERED), for use
in its tax business and for sale to other forms intensive businesses. For
additional information regarding the disposition, see Item 8 - Note 11 in the
Notes to Consolidated Financial Statements.
(B) FUNCTIONAL BUSINESS GROUPS
TAX
- ---
The Company offers its tax products and services to four primary groups of
clients, ranked in order of relative revenue concentration: Accounting,
Corporate, Bank, and Government.
ACCOUNTING: Public accounting firms in the United States and abroad comprise
this group. The size of these firms ranges from the largest multinational
accounting firms to sole practitioners with complex tax processing needs.
CORPORATE: This group of clients consists of corporations ranging in size from
some of the largest of the Fortune 500 multinational corporations to small
corporations with small internal tax departments that process complex,
consolidated federal tax returns and a variety of state tax returns. In
addition, the company markets various software products to insurance companies.
The Company also provides automated tax processing services to partnerships,
primarily large syndications and master limited partnerships.
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BANK: Large- and medium-sized commercial banks offer trust tax return
preparation services to their customers. These trust tax departments use the
Company's tax return processing products and services to process both federal
(1041) and state fiduciary income tax returns, 1099s, and other beneficiary
information.
GOVERNMENT: The Company's wholly-owned subsidiary, Electronic Tax Systems,
Inc., provides an automated international tax audit and review system to the
U.S. Internal Revenue Service ("IRS"). This system is called STAR (System for
Tax Audit and Review) and is designed to assist IRS International Examiners in
reviewing the international tax compliance activities of American corporations.
REAL ESTATE
- -----------
Rent Roll, Inc. is a leading supplier of residential property management
information software and services to the multifamily housing industry. Rent
Roll currently offers its products and services to three primary groups of
clients: conventional owner/managers, affordable housing owner/managers, and
applicant screening requisitioners. Two of the products marketed are Rent Roll
and OnSite, which are property management tools and another product, Account On
It!, is an accounting package which specifically accommodates the unique
accounting needs of property management and ownership.
(C) SYSTEMS AND SERVICES
TAX AUTOMATION SYSTEMS: Since 1965, the Company has successively implemented
five generations of tax automation technology:
First Generation: Service Bureau Tax Processing
Second Generation: On-Line Tax Processing
Third Generation: Client Data Input and Print Tax Processing
Fourth Generation: Client In-House, Microcomputer-based Tax Processing
Fifth Generation: Microsoft (REGISTERED) Windows (REGISTERED)-based Tax
Automation Systems
Today, although all five generations of technology are still offered, the
Company has evolved to become primarily a supplier of microcomputer-based tax
automation software and related services.
The fifth generation of Fast-Tax technology for automating tax-related
activities for accounting firms, corporate tax departments, and bank trust tax
departments is reflected in products such as GoSystem for Windows, InSource, and
TrustEase, respectively, which are intended to improve the efficiency and
productivity with which these clients perform their tax-related tasks. As
technology and the needs of the Company's clients evolve, the products will
evolve as well. For example, the Company is currently in process of developing
client/server-based versions of many of its products.
TAX PROCESSING OPERATIONS: The Company's tax processing operations consist of
tax return production (including data entry), computing, printing, data
communications, CD-ROM production, and distribution.
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ELECTRONIC FORMS MANAGEMENT: E-Form, introduced in 1992, is the first complete
tax form service available on a single CD-ROM disk. E-Form includes over 25,000
pages of tax-related forms and instructions. With E-Form, forms can be viewed
and filled in on-screen, and then printed either blank or completed. E-Form is
available in both Microsoft Windows and DOS formats. The Company also has a
contract to supply a private label electronic form product to a major supplier
of tax information.
PROPERTY MANAGEMENT: The Company has recently become a leading supplier of
residential property management information software and services to the
multifamily housing industry. It offers the property management products Rent
Roll and OnSite, and also offers Account On It!, an accounting package
specifically geared to property management.
(D) SALES AND MARKETING
Company-employed sales personnel located throughout the United States market the
Company's automated tax processing products and services and its real estate
management information services. The Company also markets its products through
advertising in trade publications, direct mail, trade shows, telemarketing, and
public relations activities. The Company has entered into a number of joint
marketing agreements with other companies and partnerships whereby they have
agreed to market the Company's products and services to their clients and
customers.
Tax processing products for accounting firms are generally licensed to
individual offices, rather than on a multiple-office basis; however, some
national and large local accounting firms traditionally enter into firm-wide
site-licenses for all of their offices. Tax processing products for
corporations are generally licensed for use in corporations' tax departments.
Property management software products are generally licensed to the property
owner or a fee management company who then installs them at the individual
property site. However, some products that are utilized for the evaluation of
multiple property sites or an aggregate portfolio of properties, rather than a
single property, are licensed to the corporate office on a multiple-user basis.
The Company maintains, at its headquarters, a Tax Support Center to support the
Company's tax processing activities. Assistance and support are also available
at Fast-Tax locations throughout the country.
The Company has developed an Internet World Wide Web site. The Web site is an
important vehicle for communicating product information to clients and
prospective clients. The site (located at address http://www.clr.com) currently
includes a significant amount of detailed information about CLR's tax products
for corporations, as well as general company information.
(E) PRODUCT DEVELOPMENT
The tax processing software business is characterized by accounting and
government regulatory changes in both federal and state tax legislation and by
rapid technological change which requires a continuing high level of
expenditures for the development, maintenance, and updating of systems and
services. It is customary within the tax processing industry to enhance
products by adding features and functions. Accordingly, the Company incurs
substantial expenditures to update, enhance, and maintain its existing systems
and services as well as to develop new systems.
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To meet the growing needs and demands of our real estate client base, the
Company works together with its clients to identify ways to capture the power of
our available technologies. The Company's staff and industry professionals work
together to explore a concept and expand on a need. We then harness these
resources and apply our technological expertise to implement new products into
the market for the benefit of all clients.
Due to constantly changing federal, state, and local tax laws and emerging new
technologies, there is no assurance that the Company's development efforts will
always result in successful products. Risks exist in new product development,
in adopting new technology, and in converting new products into profitable
operations.
For further information on the Company's expenditures related to product
development, see Item 7 - Management Discussion and Analysis and Results of
Operations.
Among the new products and services announced or acquired by the Company in 1995
were:
INSOURCE CS. InSource CS, announced in 1995, is the most advanced
Windows-based tax processing system available today for corporate tax
departments. Designed to take full advantage of the client/server platform,
InSource CS offers a level of performance and flexibility unmatched by any
mainframe- or microcomputer-based tax system. InSource CS offers applications
for Domestic Income Tax, and Property Tax, with plans for including other tax
products in the future. The server side of InSource CS operates on a Windows NT
server, while the client side operates on Windows 95 or Windows NT Workstation.
As a result of the acquisition in December of 1995 of the TMS software
from Price Waterhouse LLP, InSource CS will be developed to offer two options.
One, InSource CS with the Tax Accounting System option, is an integrated trial
balance approach (federal, state, and international) which separates input from
output (i.e., adjustments are entered on an adjustment dialog and
workpapers/reports are generated for on-screen review and printing). The other,
InSource CS with a TMS option, is a workpaper/spreadsheet approach which
combines input and output, with users entering amounts directly on workpapers
that can be customized to perform virtually any calculation. These options will
be offered so that corporate tax departments can select the methodology most
suited to their needs and preferences.
INSOURCE EXPRESS. InSource Express, announced in 1995, is a Windows-based
tax compliance-only system for corporate tax departments that allows clients to
comply with complex tax laws and regulations by starting with their trial
balance data and then completing federal and state returns. InSource Express
imports financial data from many commonly used spreadsheet and database programs
and fully automates the corporate tax return preparation process with a
comprehensive tax compliance and review capability. InSource Express includes
applications for Domestic Income Tax and Insurance Income Tax, with plans for
including Sales and Use Tax in the near future. InSource Express operates
either stand-alone or on a standard Novell (REGISTERED) network.
INSOURCE TAX CALENDAR. InSource Tax Calendar, announced in 1995, is a
Windows-based system that automates due-date monitoring and tracking of tax-
related activities so users need never inadvertently miss a due date. Tax
Calendar also helps corporate tax departments balance staff workloads, make
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assignments and anticipate any problems. As a due-date tracking system, Tax
Calendar helps users organize the flow of tax filings and payments, allowing
them to determine instantly which items are delinquent, the status of
outstanding items, and which items need attention. Tax returns can be marked
complete and payments posted. When scheduling business license renewals and
payment of property taxes, events can be matched to their specific locations.
FIXED ASSET MANAGEMENT SYSTEM. As a result of CLR's recent acquisition of
TMS from Price Waterhouse LLP, certain productivity tools that TMS users have
been enjoying for some time are now available to InSource and System 5 users.
Two of these are Fixed Asset Management System ("FAMS") and Utility Fixed Asset
Management System ("UFAMS"). Offering users a high degree of flexibility, FAMS
facilitates FAS109 reporting, federal or state tax planning and compliance,
budgeting and forecasting, IRS audits and RAR adjustments. All the features and
benefits of FAMS are also built into UFAMS. UFAMS directly addresses the unique
asset management needs of the regulated or non-regulated public utility. The
multi-year information feature of UFAMS makes supporting a rate case much
easier, and complying with commission requests is less burdensome and less
expensive.
IBASE. After extensive beta testing, iBase was fully released early in
1996. iBase is a Lotus Notes (REGISTERED)-based service for Fast-Tax clients
using any InSource tax software product. Its purpose is twofold: to provide
quick and effective on-line support, and to give users a wide array of other
information services. As a support service, iBase provides current information
and quick responses to client questions. Through iBase, clients can communicate
with Fast-Tax for reporting problems and getting responses to their questions
and software enhancement requests. iBase also lets clients share ideas with
other clients. In addition to providing support, iBase contains other important
information, such as software tips, announcements from Fast-Tax and the Fast-Tax
User Group, a calendar of important events, information about training
workshops, information about other Fast-Tax software products, CLR news
releases, and much more. TMS users who use PW/Wire to receive support
information will, in the near future, find the TMS support databases
incorporated into iBase.
TRUSTEASE. TrustEase, currently in Beta test, replaces the existing Fast-
Tax data management and tax products for banks. Operating on microcomputers
under Microsoft Windows, TrustEase will allow bank clients to become more
efficient and productive. With TrustEase, all trust tax processing can be
transitioned from a mainframe to high speed PCs and local and wide area
networks, improving client efficiency and lowering costs to the Company. Bank
clients will be able to more efficiently manage their data and process tax
returns in-house. Fast-Tax will remain a service bureau provider, offering
clients the flexibility to choose the processing method that best fits their
needs. TrustEase provides the Company a vehicle to develop additional value-
added products that will help bank clients achieve their goals of improved
efficiency and profitability.
E-FORM ENHANCEMENTS. E-Form was introduced in 1992. In 1994, E-Form was
enhanced by adding an option to license Election Statement and Annual Reporting
forms. Elements of product functionality were also enhanced. In addition, the
E-Form family was expanded with the release of E-Form Sales and Use Tax and
E-Form Rate Lookup products. In 1995, E-Form became available in a version that
adds basic logic to over 1,600 tax forms. This capability, called ReadiPrep
(TRADEMARK), performs basic math calculations, carries information within a form
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and between specific forms, carries information from federal to state forms, and
calculates tax (including table look-up.). Like all Fast-Tax products, these
new E-Form systems are delivered via CD-ROM and updated regularly throughout the
year.
RENT ROLL. Acquired in mid-1995, Rent Roll enhanced the Company's
existing real estate products which were acquired from Prentice-Hall
Professional Software in December 1994. Rent Roll is a comprehensive property
management tool, which successfully combines the administrative needs of a
multifamily management company with the requirements of accounts receivable
reporting, and it puts these functions out on the property site. Rent Roll is
also well known for its user definable security settings. The Company expects
to release a single Windows-based version of the software which combines the
best features of both the former Prentice-Hall and Rent Roll software.
ONSITE. OnSite is a popular DOS-based real estate management program and
is scheduled for release in a Microsoft Windows interface in early 1996.
ACCOUNT ON IT!. 1995 saw the production of the second generation of this
real estate accounting package. Account On It! was created to specifically
accommodate the unique accounting needs of residential property management and
ownership, and to do so in an easy to understand way. The package is stand-
alone, and also works in tandem with Rent Roll or OnSite.
(F) COPYRIGHTS, TRADEMARKS AND TRADE SECRETS
The Company believes that its software products and attendant intellectual
property rights related to the software products are proprietary in nature and
of substantial value. Thus, it relies on protection of its computer programs
through use of copyright law, trademark law, common law trade secret law, trade
secret statutes, internal and external nondisclosure safeguards, as well as
restrictions on disclosure, reverse engineering and transfer that are
incorporated into software license agreements. Employees and outside
programmers and consultants are required to execute agreements protecting the
secrecy and ownership of the Company's intellectual property.
The Company, to date, has had no indication of any material infringement of any
of its intellectual property rights. Notwithstanding this, enforcement of
intellectual property rights against infringement and unauthorized use is
difficult and the Company can offer no assurances that such infringement or
unauthorized use has not occurred. In the event of infringement or unauthorized
use, the Company will vigorously defend and enforce its intellectual property
rights.
(G) SEASONALITY
This information is set forth in Item 7, Management's Discussion and Analysis of
Financial Condition and Results of Operations.
(H) WORKING CAPITAL
Working capital requirements of the Company are financed primarily from
operations.
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(I) CUSTOMERS
During the years ended December 31, 1995, 1994, and 1993, no single customer
accounted for 10% or more of the Company's consolidated revenues. The Company
provides tax processing services, software, and support to each of the six
largest accounting firms in the United States. While the loss of any one of
these customers would not have a material adverse consequence to the Company,
the loss of more than one of these customers could.
(J) BACKLOG
Because the Company generally ships a major portion of its tax software products
prior to the beginning of "tax season" and performs a major portion of its
processing services during "tax season," backlog is not meaningful. Backlog is
not a material factor for real estate software products as the supply and
shipping are able to keep pace with the demand.
(K) GOVERNMENT CONTRACTS
No material portion of the Company's business is subject to renegotiation of
profits or termination of contracts or subcontracts at the election of the
government.
(L) COMPETITION
TAX: Precise information is not available as to the total number of income tax
returns processed by public accountants, tax preparation firms, individuals,
corporations, fiduciaries, and partnerships using tax processing software, or as
to the total revenue derived from licensing such software. Thus, while the
Company cannot precisely determine its relative position in this business, its
primary competitors are national, regional, and local software publishers which
license their products to individuals, professional firms, and corporations. In
addition, as producers of "low-end" products seek to market more sophisticated
products, these producers can become competitors of the Company.
REAL ESTATE: A reliable count of total software installations from residential
property management accounting and applicant screening services is not a readily
available number. Additionally, there is not a reliable means to measure the
revenue from licensing such software. While the Company cannot precisely
determine its relative position in this business, its primary competitors are
national, regional, and local software publishers who license their products to
individual owners, fee management companies, institutions, corporations, and
real estate investment trusts.
OVERALL: Some of these competitors are larger and have greater financial,
marketing, and personnel resources than the Company. There are also a number of
larger software companies that have greater resources than the Company and may
have the technological ability to develop products similar to those offered by
the Company. Competition is on the basis of price, service, support,
reliability, product capability, technology, experience, and commitment to
automation. The Company believes that it competes effectively in all of these
respects and that a greater percentage of complex tax returns are produced, and
multifamily properties are managed, through the use of its software than any of
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its competitors. The Company believes that it is a leading supplier of income
tax automation software and related services to national public accounting
firms, corporations, and the banking industry, and is a leading supplier of
property management and accounting automation software and related services to
national, regional, and local entities which engage in the ownership and
management of multifamily properties.
(M) RESEARCH AND DEVELOPMENT
This information is set forth in Note 2 in the Notes to Consolidated Financial
Statements in Item 8.
(N) ENVIRONMENTAL CONTROL
Compliance with environmental regulations does not materially affect the
Company's capital expenditures, earnings, or competitive position.
(O) EMPLOYEES
At December 31, 1995, the Company employed 946 regular full-time employees,
including many who are highly skilled. The Company also employs more than 100
temporary employees in operations and customer service functions during its peak
tax processing season. None of the Company's employees is represented by a
union. The Company considers the relations with its employees to be good.
ITEM 2. PROPERTIES
The Company owns approximately 41 acres of land in Carrollton, Texas, where its
corporate office is located. The facility presently occupies approximately 27
acres and contains approximately 403,000 square feet, which provides for the
Company's current and foreseeable future usage requirements.
The Company also owns 19 acres of undeveloped land in Mesquite, Texas.
The Company leases office space in approximately 13 cities throughout the United
States, primarily for sales and service personnel. The Company believes that
all its facilities are suitable for the types of activities performed. The
leases run for various terms with the longest term expiring in 2000.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of 1995.
Note: The information provided pursuant to Item 10 of this Report is deemed to
be also included in Part I hereof to the extent required by the rules and
regulations of the Securities and Exchange Commission.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET PRICES OF COMMON STOCK
The Company's common stock trades on the Nasdaq National Market under the symbol
CLRI. The following stock prices reflect high and low sales prices for 1995 and
1994 as reported by The Nasdaq Stock Market.
- -------------------------------------
1995
- -------------------------------------
High Low
- -------------------------------------
First quarter $ 12 $ 7 1/2
Second quarter 10 1/2 7 1/4
Third quarter 12 3/8 9 1/4
Fourth quarter 15 11 1/4
- -------------------------------------
1994
- -------------------------------------
High Low
- -------------------------------------
First quarter $ 10 1/4 $ 7
Second quarter 7 3/4 6 3/4
Third quarter 9 7 1/4
Fourth quarter 12 1/2 8 1/4
- -------------------------------------
There were approximately 445 and 500 shareholders of record of common stock as
of February 23, 1996, and February 10, 1995, respectively.
CASH DIVIDENDS
1995 1994
- -------------------------------------
First quarter $ 0.10 $ 0.08
Second quarter 0.10 0.08
Third quarter 0.10 0.10
Fourth quarter 0.10 0.10
- -------------------------------------
The Board of Directors of the Company, at its February 1996 meeting, declared a
dividend for the first quarter of 1996 at a rate of $0.10 per share. Future
dividends may vary depending upon the Company's profit levels and capital
requirements as well as financial and other conditions existing at the time.
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ITEM 6. SELECTED FINANCIAL DATA
CONSOLIDATED FINANCIAL INFORMATION
Years Ended December 31
- --------------------------------------------------------------------------------
(In thousands, except
per share amounts) 1995 1994 1993 1992 1991
- --------------------------------------------------------------------------------
OPERATIONS STATEMENT DATA:
Revenues $ 110,703 $ 99,068 $ 98,852 $ 97,675 $ 106,034
Costs and expenses:
Cost of revenues 56,109 49,608 50,840 57,448 62,588
Selling, general, and
administrative 41,162 32,348 33,513 30,866 33,652
Charge for purchased
research and development 5,600 -- -- -- --
Restructuring -- -- -- -- 1,013
- --------------------------------------------------------------------------------
Total costs and expenses 102,871 81,956 84,353 88,314 97,253
- --------------------------------------------------------------------------------
Operating income 7,832 17,112 14,499 9,361 8,781
Interest income 1,925 1,020 562 334 532
Interest expense 8 330 736 1,159 2,245
Other (loss) gain, net (626) 315 (202) (1,876) 7
- --------------------------------------------------------------------------------
Income from continuing oper-
ations before income taxes 9,123 18,117 14,123 6,660 7,075
Provision for income taxes 2,264 7,095 5,401 1,964 2,809
- --------------------------------------------------------------------------------
Income from continuing
operations 6,859 11,022 8,722 4,696 4,266
Discontinued operations:
Income (loss) from dis-
continued operations,
net of tax 76 321 (176) 812 (417)
Gain on disposal of dis-
continued operations,
net of tax 4,720 -- -- -- --
- --------------------------------------------------------------------------------
Income before extraordinary
item and cumulative effect
of accounting change 11,655 11,343 8,546 5,508 3,849
Extraordinary gain, net
of tax -- -- -- 1,084 --
Cumulative effect of
accounting change -- -- -- 5,694 --
- --------------------------------------------------------------------------------
Net income $ 11,655 $ 11,343 $ 8,546 $ 12,286 $ 3,849
- --------------------------------------------------------------------------------
11
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
CONSOLIDATED FINANCIAL INFORMATION (CONCLUDED)
Years Ended December 31
- --------------------------------------------------------------------------------
(In thousands, except
per share amounts) 1995 1994 1993 1992 1991
- --------------------------------------------------------------------------------
Earnings per share from
continuing operations $ 0.48 $ 0.77 $ 0.62 $ 0.34 $ 0.31
Earnings (loss) per share
from discontinued
operations $ 0.33 $ 0.02 $ (0.01) $ 0.06 $ (0.03)
Earnings per share before
extraordinary item and
cumulative effect of
accounting change $ 0.81 $ 0.79 $ 0.61 $ 0.40 $ 0.28
Earnings per share $ 0.81 $ 0.79 $ 0.61 $ 0.89 $ 0.28
- --------------------------------------------------------------------------------
Dividends per share $ 0.40 $ 0.36 $ 0.28 $ 0.16 $ 0.08
Weighted average number
of common and common
equivalent shares
outstanding 14,434 14,280 14,066 13,796 13,771
- --------------------------------------------------------------------------------
December 31
- --------------------------------------------------------------------------------
(In thousands) 1995 1994 1993 1992 1991
- --------------------------------------------------------------------------------
BALANCE SHEET DATA:
Total assets $ 99,060 $ 84,093 $ 79,686 $ 73,077 $ 79,431
Long-term debt, including
current portion $ 1,687 $ -- $ 8,494 $ 7,883 $ 19,288
Shareholders' equity $ 65,549 $ 58,319 $ 51,467 $ 46,522 $ 36,415
- --------------------------------------------------------------------------------
SEE ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS AND ITEM 8 - FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA.
12
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
CONSOLIDATED STATEMENTS OF INCOME EXPRESSED AS A PERCENTAGE OF REVENUES.
Percentage of Total Revenues
----------------------------------------
Years Ended December 31
----------------------------------------
1995 1994 1993
- -----------------------------------------------------------------------------
Revenues 100.0 % 100.0 % 100.0 %
Costs and expenses:
Cost of revenues 50.7 50.1 51.4
Selling, general, and administrative 37.2 32.6 33.9
Charge for purchased research and
development 5.0 -- --
- -----------------------------------------------------------------------------
Total costs and expenses 92.9 82.7 85.3
- -----------------------------------------------------------------------------
Operating income 7.1 17.3 14.7
Interest income 1.7 1.0 0.5
Interest expense -- 0.3 0.7
Other (loss) gain, net (0.6) 0.3 (0.2)
- -----------------------------------------------------------------------------
Income from continuing operations
before taxes 8.2 18.3 14.3
Provision for income taxes 2.0 7.2 5.5
- -----------------------------------------------------------------------------
Income from continuing operations 6.2 11.1 8.8
Discontinued operations:
Income (loss) from discontinued
operations, net of taxes 0.1 0.3 (0.2)
Gain on disposal of discontinued
operations, net of taxes 4.2 -- --
- -----------------------------------------------------------------------------
Net income 10.5 % 11.4 % 8.6 %
=============================================================================
COMPANY ACTIVITIES. In 1994 and 1995, the Company made four acquisitions. In
December 1994, the Company acquired assets formerly owned by Prentice-Hall
Professional Software, Inc. ("PHPS"). In April 1995, the Company acquired the
auditing software product line and customer base of Sequel/McGladrey Software,
followed in June, by the purchase of a residential property management software
line and customer base from Rent Roll, Inc. ("Rent Roll"). The latest
acquisition came in the fourth quarter of 1995, when the Company acquired the
assets and tax compliance software business of Price Waterhouse LLP, which
operated under the trade name "TMS."
On June 23, 1995, the Company sold substantially all of the assets of its
wholly-owned subsidiary, Electronic Form Systems Incorporated ("EFS"), reported
previously as the electronic form systems business segment. All periods have
been restated to reflect discontinued operations.
13
<PAGE>
In an effort to continue to improve operating profits and grow revenues, the
Company made three strategic acquisitions during 1995 which are discussed above,
and completed three other acquisitions in the first month of 1996. The
acquisitions completed in January 1996 include 100% of the capital stock of
Credit Interfaces, Inc., a consumer reporting agency under the Fair Credit
Reporting Act, which sells applicant screening and other information services to
multifamily property management and development companies, along with
substantially all of the assets of Project Data Systems, Inc., which sells
residential property management software and services to multifamily property
management and development companies. These two acquisitions will add to the
real estate software base established in 1994 and 1995 with acquisitions from
PHPS and Rent Roll. The Company also acquired substantially all of the assets
of E.F. Haskell & Associates, Inc., which markets practice management and write-
up software to the accounting industry.
1995 COMPARED WITH 1994. Revenues increased $11.6 million or 12% to $110.7
million in 1995 from $99.1 million in 1994. Acquisitions, which are discussed
below, accounted for approximately 80% of the increase accompanied by an 8%
increase in bank market revenues due to continued product success. The
increases were offset by a decrease in revenue from national accounting firms
due to continued price erosion due to competitive pressures, and from lower
government revenue because the renewal options of a contract awarded in 1994,
affected revenues to a lesser extent in the current year.
Cost of revenues were $56.1 million or 50.7% of revenues in 1995 compared to
$49.6 million or 50.1% of revenues in 1994. The increase is primarily
attributable to acquisitions made in 1995, along with increases in net product
development (see below). The increases were offset by a decrease in maintenance
expense which is due to out-sourcing of the maintenance service, as previously
discussed in the first quarter Form 10-Q.
Total product development expenditures increased by $6.9 million to $29.5
million in 1995 from $22.6 million in 1994. Approximately 40% of the increase
was capitalized, with the net expense increasing by $4.1 million. As discussed
last year, the increase is due to the Company's commitment to increase its
product development related to InSource and the conversion of certain tax
applications to a Microsoft Windows client/server platform.
Selling, general and administrative expenses were $41.2 million or 37.2% of
revenues in 1995 compared to $32.3 million or 32.6% of revenues in 1994. As
with cost of revenues, the increase is primarily attributable to acquisitions
made in 1995, along with a comparative increase in administrative expenses as a
result of the allocation of certain administrative expenses to the EFS business
segment in 1994.
Acquisitions accounted for 95% of the increase in cost of revenues and selling,
general, and administrative expenses from 1994 to 1995.
In December 1995, the Company expensed $5.6 million of in-process research and
development ("R&D") costs identified from the TMS acquisition. It was
determined that the R&D had not reached technological feasibility and had no
alternative future use; therefore, it was charged to operations at acquisition.
The TMS business acquired in the fourth quarter of 1995 reduced operating
profits by a total of $10.7 million, of which $5.1 million is a result of the
deferral of TMS revenue into 1996 pursuant to the Company's revenue recognition
practices, and the accrual of certain fees associated with the acquisition. The
remaining $5.6 million is related to the R&D write-off described above.
14
<PAGE>
Operating profits decreased by $9.3 million to $7.8 million in 1995 from $17.1
million in 1994. The decrease is primarily due to the $10.7 million of losses
and charges from the TMS business as described above. To a lesser extent, the
decrease was affected by the inability to allocate administrative expenses to
the EFS segment, decreased profit from the government contract, and from
corporations. These decreases were offset by increased profits from banks and
regional accounting firms and profits from other acquisitions made in 1994 and
1995.
Interest income increased from 1994 primarily due to higher balances of cash
equivalents and short-term investments. Interest expense declined due to the
reduced average debt level.
The income tax provision for 1995 was $2.3 million compared to $7.1 million in
1994. For an analysis of income taxes, see Note 9 in the Notes to Consolidated
Financial Statements.
The Company's operating results from discontinued operations, net of income tax
effect, was income of $76,000 for 1995, as compared to income of approximately
$321,000 for 1994. A portion of the operating expenses allocated to this
business segment in the past continue to be reported by the Company. A gain of
$4.7 million, net of income taxes, on the sale of EFS was recorded during the
second quarter of 1995. For additional information, see Note 11 in the Notes to
Consolidated Financial Statements.
In 1996 the Company expects increased revenues of approximately 25% to 30%,
which is primarily attributable to the various acquisitions made in 1995 and
early 1996. Year-to-year profits, excluding the TMS charge, are expected to
grow at a slower pace than revenues due to higher expense levels needed to
achieve a smooth assimilation of acquisitions made in the last twelve months.
Due to the timing of revenue recognition from TMS and the higher expense levels
referred to above, the Company expects to report reduced profits in the first
quarter of 1996 compared to the same period in 1995. For the year of 1995, the
Company realized a tax benefit from research and development tax credits in the
amount of $1.4 million (see Note 9 in the Notes to Consolidated Financial
Statements). This benefit will be substantially lower, or non-existent, in 1996
depending upon when, and if, Congress extends the research tax credit.
1994 COMPARED WITH 1993. Revenues were $99.1 million in 1994 compared to $98.9
million in 1993. Revenues from corporations and the government increased by 16%
due to the new corporate InSource product, generally higher software sales to
corporations, and revenue recognized pursuant to a government contract. This
new contract has renewal options in each of the next two years. Additionally,
sales to banks increased 4% due to continued product success. Offsetting the
overall increase in tax business segment revenues was a 9% decline in revenues
from accounting firms primarily due to lower prices resulting from continuing
competitive pressures.
The Company's 1994 revenues include approximately $1.7 million from the former
Prentice-Hall Professional Software, Inc. operation ("PHPS"). PHPS monthly
revenues are not expected to remain at this level due to seasonality, which
produces higher revenues in the fourth quarter.
15
<PAGE>
Cost of revenues decreased $1.2 million to $49.6 million or 50.1% of revenues in
1994 from $50.8 million or 51.4% of revenues in 1993. Lower expenses in 1994
were primarily due to the Company's continued re-engineering and cost reduction
programs. The decline in costs was also due to lower systems sales since the
Company's cost of revenues are substantially greater on systems sales than on
service and software sales. Included in 1994 cost of revenues was a $445,000
fourth quarter charge related to spare parts inventory valuation.
Total product development expenditures increased by approximately $3.0 million
to $22.6 million in 1994 from $19.6 million in 1993. Approximately half of the
increase was capitalized, with the net expense increasing $1.5 million.
Generally, new products, not price increases generate revenue growth.
Consequently, success comes from enhancing features of existing products and
developing new products that meet clients' changing needs. Development of
Microsoft Windows client/server applications, particularly the Company's
InSource product family, have required considerably more resources than
originally planned. Such development is important to future revenue streams and
must be accelerated.
Selling, general, and administrative expenses were approximately $32.3 million
or 32.6% of revenues in 1994 compared to $33.5 million or 33.9% of revenues in
1993. The decrease is primarily due to the Company's continued re-engineering
and cost reduction programs.
Operating profits increased by $2.6 million to $17.1 million in 1994 from $14.5
million in 1993 primarily due to the increase in revenues from corporations and
banks, combined with the re-engineering and cost reduction programs.
In an effort to continue to improve operating profits and grow revenues, the
Company developed a new government group in 1994 with the license of
sophisticated tax audit assistance software to the federal government.
Additionally, PHPS was acquired in 1994 primarily to strengthen the Company's
position among small- and medium-sized accounting firms.
Interest income increased from 1993 due to higher balances of cash equivalents
and short-term investments in 1994. Interest expense declined from 1993 due to
reduced debt levels. Gain on disposals of property and equipment increased from
1993 due to the sale of land and equipment in 1994.
The income tax provision for 1994 was $7.1 million compared to $5.4 million in
1993. For an analysis of income taxes, see Note 9 in the Notes to Consolidated
Financial Statements.
Net income for 1994 increased by $2.8 million to $11.3 million or $0.79 per
share from $8.5 million or $0.61 per share in 1993.
16
<PAGE>
SELECTED CONSOLIDATED QUARTERLY INFORMATION (UNAUDITED)
1995 (A)
- --------------------------------------------------------------------------------
First Second Third Fourth
(In thousands, except Quarter Quarter Quarter Quarter Total
per share amounts) (B) (C)
- --------------------------------------------------------------------------------
Revenues $ 32,233 $ 21,123 $ 22,441 $ 34,906 $ 110,703
Percent of 1995 total
revenues 29% 19% 20% 32% 100%
Operating income (loss) 8,849 777 1,117 (2,911) 7,832
Discontinued operations 91 4,705 -- -- 4,796
Net income (loss) 6,276 5,489 1,098 (1,208) 11,655
Earnings (loss) per share 0.44 0.38 0.08 (0.09) 0.81
- --------------------------------------------------------------------------------
1994 (A)
- --------------------------------------------------------------------------------
First Second Third Fourth
(In thousands, except Quarter Quarter Quarter Quarter Total
per share amounts) (D)
- --------------------------------------------------------------------------------
Revenues $ 29,681 $ 19,462 $ 21,679 $ 28,246 $ 99,068
Percent of 1994 total
revenues 30% 20% 22% 28% 100%
Operating income 8,009 2,165 2,830 4,108 17,112
Discontinued operations 70 225 518 (492) 321
Net income 5,365 1,638 2,330 2,010 11,343
Earnings per share 0.38 0.11 0.16 0.14 0.79
- --------------------------------------------------------------------------------
SEE ALSO SEASONALITY OF QUARTERLY RESULTS.
(A)During the second quarter of 1995, the Company sold substantially all of the
assets of a wholly-owned subsidiary. The operating results of the
subsidiary have been treated as discontinued operations, and previously
issued financial statements have been restated to conform to this
presentation. Included in second quarter discontinued operations is a gain
of $4.7 million, net of taxes. See Note 11 under Notes to Consolidated
Financial Statements.
(B)During the second quarter, the Company made two acquisitions totaling
approximately $6.8 million. The results of their operations have been
included in the Company's Consolidated Financial Statements beginning at
their respective acquisition dates. See Note 3 under Notes to Consolidated
Financial Statements.
(C)During the fourth quarter, the Company acquired substantially all of the
assets of the corporate tax compliance software business of Price Waterhouse
LLP, and accordingly, the results of its operations have been included in
the Company's Consolidated Financial Statements beginning in November 1995.
The total operating losses and other acquisition related charges incurred in
connection with the acquisition were $10.7 million which includes a $5.6
million write-off of research and development. See Note 3 under Notes to
Consolidated Financial Statements.
17
<PAGE>
(D)Effective December 1, 1994, the Company acquired substantially all of the
assets of Prentice-Hall Professional Software, Inc., and accordingly, the
results of its operations have been included in the Company's Consolidated
Financial Statements beginning in December 1994. See Note 3 under Notes to
Consolidated Financial Statements.
SEASONALITY OF QUARTERLY RESULTS. The Company's revenues from tax products and
services are seasonal, with a larger percentage realized in the first and fourth
quarters. This seasonality is attributable to the nature of the tax business,
since the primary tax filing dates are in the first half of the year, and
clients are preparing for the upcoming tax season in the fourth quarter. Though
the Company has continued to transition its clients to site-license agreements
under which revenue is recognized evenly over the annual contract period, there
continues to be some seasonal variation.
The Company's revenues from real estate software are not affected by
seasonality.
INFLATION. Certain costs incurred by the Company, such as labor and financing
costs, are significantly affected by inflationary factors. Historically, the
Company has been able to offset inflationary cost increases through production
efficiencies and technological advances.
LIQUIDITY AND CAPITAL RESOURCES. The net change in cash and cash equivalents
was $3.6 million higher in 1995 compared to 1994 due to decreased cash used by
investing activities of $1.5 million, plus decreased cash used by financing
activities of $8.0 million offset by decreased cash provided by operations of
$5.9 million. The decrease in cash provided by operating activities was
primarily attributable to net working capital fluctuations associated with
certain acquisitions. Cash used by investing activities decreased primarily due
to lower purchases of short-term investments plus $3.5 million of net proceeds
from the sale of discontinued operations, offset by $16.2 million of
acquisitions and increased capital expenditures and capitalized software
additions. Cash used by financing activities decreased from 1994 primarily due
to the lower debt obligations.
The net change in cash and cash equivalents was $2.8 million higher in 1994
compared to 1993 due to increased cash from operations of $2.0 million and
decreased cash used by investing activities of $9.3 million, offset by increased
cash used by financing activities of $8.5 million. The increase in cash
provided by operating activities was attributable to the continuing decline in
total costs and expenses in 1994 and net working capital fluctuations in the
ordinary course of business. Cash used by investing activities decreased
primarily due to higher sales of short-term investments of $14.4 million offset
by the $4.3 million PHPS acquisition and increased capitalized software
additions in 1994. Cash used by financing activities increased from 1993
primarily due to the early repayment of debt and higher dividend payments in
1994 coupled with the receipt of $6.0 million in loan proceeds in 1993 offset by
net line of credit payments in 1993.
The Company made investments in property and equipment of $5.4 million during
1995 compared to $4.2 million during 1994 and $4.9 million in 1993. At December
31, 1995, the Company had no material capital commitments and it is anticipated
that investments in property and equipment will be approximately $7.0 million in
1996.
18
<PAGE>
During 1995, the Company capitalized $7.1 million of software development costs
compared to $4.2 million in 1994 and $2.8 million in 1993. The Company
capitalized more software development costs in 1995 due to the accelerated
development of Microsoft Windows based products and conversion of software
products acquired. The Company expects to increase the capitalized software
development costs in 1996 to approximately $8.0 million. The capitalization is
due to the continuing conversion of software products acquired in 1995 and early
1996 along with the ongoing Microsoft Windows development.
During 1995, the Company had a maximum line of credit commitment from two banks
of $12.0 million. On December 21, 1995, the Company entered into a $20.0
million revolving credit/term facility which replaced the $12.0 million line of
credit commitment (see discussion at Note 7 in the Notes to Consolidated
Financial Statements). At December 31, 1995, there were no borrowings
outstanding under either facility and the entire $20.0 million was available to
the Company.
At December 31, 1995, the Company had a $1.7 million long-term debt obligation
and no capital lease obligations. For further discussion, see Note 7 in the
Notes to Consolidated Financial Statements. The Company had no long-term debt
or capital lease obligations at December 31, 1994, due to scheduled reductions
in borrowings and the early repayment of debt in the second quarter of 1994.
At its February 22, 1996, meeting, the Board of Directors declared a dividend
for the first quarter of 1996 at a rate of $0.10 per share.
SAFE HARBOR STATEMENT. Statements in the Company's Securities and Exchange
Commission filings which are not historical facts are forward looking statements
that are subject to risks and uncertainties which may cause actual future
results or events to vary materially from such forward looking statements. Such
risks and uncertainties, include, but are not limited to, the following:
o the ability and willingness of licensees of the Company's products to
substitute other products for the products of the Company;
o a change in the perceived absolute overall value or comparative relative
value (including features, quality and pricing) of the Company's products by
current and/or potential licensees;
o the acquisition of electronic tax compliance products by huge, multinational
conglomerates such as The Thomson Corporation (SCS Compute) and Wolters
Kluwer NV (CCH Incorporated) and the continued publication of electronic tax
compliance products by massive international accounting firms such as Arthur
Andersen;
o the pricing and technology strategies of these and other competitors;
o changes in generally accepted accounting principals and practices;
o difficulties in obtaining and recognizing revenue from clients added through
acquisitions;
o changes in tax rates applicable to the Company;
19
<PAGE>
o changes in the Internal Revenue Code and various state tax which reduce the
complexity of the tax return preparation process, including, without
limitation, the risk that one of the various "flat tax" proposals will be
enacted, could have a negative effect on demand for electronic tax compliance
products such as those produced by the Company;
o difficulties in obtaining labor, equipment, raw materials, supplies, power,
and natural resources needed to produce and distribute the Company's
products;
o general difficulties, delays, and cost overruns associated with the design,
development, testing, and distribution of the Company's new and existing
products and changes in platform, including, but not limited to, a failure to
complete, test, and ship new products when anticipated;
o the Company's strategic decision to undertake a higher than historical number
of acquisitions and the related risks and uncertainties associated with
merging business cultures, merging technologies, retaining key employees and
consultants, retaining licensees, controlling expenses associated with
integrating previously separate businesses, and discovery of unanticipated
obligations and liabilities;
o the Company's ability to identify attractive acquisition targets, to
negotiate mutually acceptable terms, conditions and purchase prices, and to
obtain the funds necessary to effectuate a transaction;
o the costs and other potential effects associated with legal and
administrative proceedings and cases brought by or against the Company; and
o developments or assertions by or against the Company relating to intellectual
property rights and intellectual property licenses, including, but not
limited to, the ability of the Company to obtain appropriate software patents
and the need for the Company to obtain software patent licenses in order to
produce its products.
20
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
COMPUTER LANGUAGE RESEARCH, INC.
CONSOLIDATED BALANCE SHEETS
ASSETS
December 31
- --------------------------------------------------------------------------------
(In thousands) 1995 1994
- --------------------------------------------------------------------------------
CURRENT ASSETS:
Cash and cash equivalents $ 13,641 $ 6,252
Short-term investments -- 10,661
Accounts receivable, less allowance for doubtful
accounts of $608 and $605 at December 31, 1995,
and 1994, respectively 26,615 19,652
Other current assets 3,677 3,698
Net current assets of discontinued operations -- 1,991
- --------------------------------------------------------------------------------
Total current assets 43,933 42,254
- --------------------------------------------------------------------------------
PROPERTY AND EQUIPMENT, AT COST:
Land 2,584 3,077
Buildings and improvements 16,787 16,909
Data processing equipment 32,010 31,781
Furniture, fixtures, and equipment 8,608 8,203
- --------------------------------------------------------------------------------
59,989 59,970
Less accumulated depreciation 39,527 38,983
- --------------------------------------------------------------------------------
Net property and equipment 20,462 20,987
- --------------------------------------------------------------------------------
OTHER NONCURRENT ASSETS:
Software, net of accumulated amortization of
$21,874 and $17,508 at December 31, 1995,
and 1994, respectively 20,087 13,367
Intangibles and other assets, net of accumulated
amortization of $5,219 and $3,879 at
December 31, 1995, and 1994, respectively 14,578 6,510
Net noncurrent assets of discontinued operations -- 975
- --------------------------------------------------------------------------------
Total other noncurrent assets 34,665 20,852
- --------------------------------------------------------------------------------
Total assets $ 99,060 $ 84,093
================================================================================
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
21
<PAGE>
COMPUTER LANGUAGE RESEARCH, INC.
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND SHAREHOLDERS' EQUITY
December 31
- --------------------------------------------------------------------------------
(In thousands, except per share amounts) 1995 1994
- --------------------------------------------------------------------------------
CURRENT LIABILITIES:
Current portion of long-term debt $ 750 $ --
Accounts payable 1,549 3,052
Accrued compensation, payroll taxes, and benefits 8,634 6,846
Deferred revenue 10,296 4,221
Accrued support 3,214 2,787
Other current liabilities 6,393 4,220
- --------------------------------------------------------------------------------
Total current liabilities 30,836 21,126
- --------------------------------------------------------------------------------
NONCURRENT LIABILITIES:
Long-term debt 937 --
Deferred income taxes and other liabilities 1,738 4,648
- --------------------------------------------------------------------------------
Total noncurrent liabilities 2,675 4,648
- --------------------------------------------------------------------------------
COMMITMENTS AND CONTINGENCIES -- --
- --------------------------------------------------------------------------------
SHAREHOLDERS' EQUITY:
Preferred stock, $1 per share par value, 10,000
shares authorized; none outstanding -- --
Common stock, $0.01 per share par value, 40,000
shares authorized; 14,942 and 14,756 shares
issued at December 31, 1995, and 1994,
respectively 149 147
Capital in excess of par value 33,271 32,086
Retained earnings 37,395 31,352
Treasury stock at cost, 810 shares (5,266) (5,266)
- --------------------------------------------------------------------------------
Total shareholders' equity 65,549 58,319
- --------------------------------------------------------------------------------
Total liabilities and shareholders' equity $ 99,060 $ 84,093
================================================================================
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
22
<PAGE>
COMPUTER LANGUAGE RESEARCH, INC.
CONSOLIDATED STATEMENTS OF INCOME
Years Ended December 31
- --------------------------------------------------------------------------------
(In thousands, except per share amounts) 1995 1994 1993
- --------------------------------------------------------------------------------
Revenues $ 110,703 $ 99,068 $ 98,852
Costs and expenses:
Cost of revenues 56,109 49,608 50,840
Selling, general, and administrative 41,162 32,348 33,513
Charge for purchased research and
development 5,600 -- --
- --------------------------------------------------------------------------------
Total costs and expenses 102,871 81,956 84,353
- --------------------------------------------------------------------------------
Operating income 7,832 17,112 14,499
Interest income 1,925 1,020 562
Interest expense 8 330 736
Other (loss) gain, net (626) 315 (202)
- --------------------------------------------------------------------------------
Income from continuing operations
before income taxes 9,123 18,117 14,123
Provision for income taxes 2,264 7,095 5,401
- --------------------------------------------------------------------------------
Income from continuing operations 6,859 11,022 8,722
Discontinued operations:
Income (loss) from discontinued
operations, net of tax 76 321 (176)
Gain on disposal of discontinued
operations, net of tax 4,720 -- --
- --------------------------------------------------------------------------------
Net income $ 11,655 $ 11,343 $ 8,546
================================================================================
Earnings per share from continuing
operations $ 0.48 $ 0.77 $ 0.62
Earnings (loss) per share from
discontinued operations 0.33 0.02 (0.01)
- --------------------------------------------------------------------------------
Earnings per share $ 0.81 $ 0.79 $ 0.61
================================================================================
Weighted average number of common and
common equivalent shares outstanding 14,434 14,280 14,066
- --------------------------------------------------------------------------------
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
23
<PAGE>
COMPUTER LANGUAGE RESEARCH, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Years Ended 1995, 1994, and 1993
- --------------------------------------------------------------------------------
Common Stock
------------
Capital in
(In thousands, except Number of Par Excess of Retained
per share amounts) Shares Value Par Value Earnings Treasury Total
- --------------------------------------------------------------------------------
Balance at
December 31, 1992 14,601 $146 $ 31,295 $ 20,336 $(5,255) $ 46,522
Net income -- -- -- 8,546 -- 8,546
Dividends ($0.28
per share) -- -- -- (3,866) -- (3,866)
Shares exercised
under:
Stock options 54 1 264 -- -- 265
- --------------------------------------------------------------------------------
Balance at
December 31, 1993 14,655 $147 $ 31,559 $ 25,016 $(5,255) $ 51,467
Net income -- -- -- 11,343 -- 11,343
Dividends ($0.36
per share) -- -- -- (5,007) -- (5,007)
Shares exercised
under:
Stock options 101 -- 527 -- (11) 516
- --------------------------------------------------------------------------------
Balance at
December 31, 1994 14,756 $147 $ 32,086 $ 31,352 $(5,266) $ 58,319
Net income -- -- -- 11,655 -- 11,655
Dividends ($0.40
per share) -- -- -- (5,612) -- (5,612)
Shares exercised
under:
Stock options 186 2 1,185 -- -- 1,187
- --------------------------------------------------------------------------------
Balance at
December 31, 1995 14,942 $149 $ 33,271 $ 37,395 $(5,266) $ 65,549
================================================================================
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
24
<PAGE>
COMPUTER LANGUAGE RESEARCH, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31
- --------------------------------------------------------------------------------
(In thousands) 1995 1994 1993
- --------------------------------------------------------------------------------
OPERATING ACTIVITIES:
Income from continuing operations $ 6,859 $ 11,022 $ 8,722
Adjustments to reconcile income to net
cash provided by operating activities:
Depreciation and amortization 12,857 10,636 11,197
Other loss (gain), net 626 (315) 202
Charge for purchased research and
development 5,600 -- --
Changes in assets and liabilities,
net of effect of acquisitions and
sale of discontinued operations:
(Increase) decrease in accounts
receivable (6,510) 250 874
Decrease in other current assets 51 825 1,765
Decrease (increase) in other assets 142 194 (260)
(Decrease) increase in accounts
payable (1,503) 875 (885)
Increase in accrued compensation,
payroll taxes, and benefits 1,378 2,130 1,176
Increase in deferred revenue 6,531 662 434
(Decrease) increase in accrued
support (2,124) (114) 416
(Decrease) increase in other
current liabilities (904) (1,244) 1,038
(Decrease) increase in deferred income
taxes and other liabilities (2,910) 863 374
Cash provided by discontinued
operations 1,318 1,599 302
- --------------------------------------------------------------------------------
Net cash provided by operating
activities 21,411 27,383 25,355
- --------------------------------------------------------------------------------
INVESTING ACTIVITIES:
Purchases of short-term investments (160) (16,771) (16,263)
Proceeds from sale of short-term
investments 16,821 18,373 4,000
Disposals of property and equipment 229 1,009 384
Net proceeds from sale of discontinued
operations 3,497 -- --
Capital expenditures (5,426) (4,188) (4,895)
Additions to software (7,809) (4,693) (3,046)
Cash paid for acquisitions (16,186) (4,300) --
- --------------------------------------------------------------------------------
Net cash used in investing
activities (9,034) (10,570) (19,820)
- --------------------------------------------------------------------------------
25
<PAGE>
COMPUTER LANGUAGE RESEARCH, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONCLUDED)
Years Ended December 31
- --------------------------------------------------------------------------------
(In thousands) 1995 1994 1993
- --------------------------------------------------------------------------------
FINANCING ACTIVITIES:
Payments of short-term notes payable -- -- (4,100)
Proceeds from issuance of short-term
notes payable -- -- 2,600
Payments on long-term debt and capital
lease obligations (563) (8,494) (5,389)
Proceeds from issuance of long-term debt -- -- 6,000
Proceeds from issuance of common stock 1,187 516 265
Payments of dividends (5,612) (5,007) (3,866)
- --------------------------------------------------------------------------------
Net cash used in financing
activities (4,988) (12,985) (4,490)
- --------------------------------------------------------------------------------
NET INCREASE IN CASH AND CASH EQUIVALENTS 7,389 3,828 1,045
CASH AND CASH EQUIVALENTS AT BEGINNING
OF YEAR 6,252 2,424 1,379
- --------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 13,641 $ 6,252 $ 2,424
================================================================================
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION
Years Ended December 31
- --------------------------------------------------------------------------------
(In thousands) 1995 1994 1993
- --------------------------------------------------------------------------------
Cash payments for:
Interest (net of amounts capitalized) $ 8 $ 399 $ 790
Income taxes (net of refunds) $ 6,851 $ 7,583 $ 3,820
================================================================================
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
26
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995
NOTE 1. ORGANIZATION
The Company is headquartered in Carrollton, Texas, and maintains sales and
support facilities throughout the United States. The Company provides tax and
accounting software to accounting firms, banks, corporations, and partnerships
under the trade name Fast-Tax. The Company also develops and markets
residential real estate property management software to large property
management firms and owners of multifamily apartment complexes under the trade
names Rent Roll and OnSite.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION - The consolidated financial statements include the
accounts of Computer Language Research, Inc. and all wholly-owned subsidiaries
(combined, the "Company"). All intercompany transactions and balances have been
eliminated.
USE OF ESTIMATES - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make certain
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.
RECLASSIFICATIONS - Certain amounts for the prior years have been reclassified
to conform to the current year's presentation.
DISCONTINUED OPERATIONS - In June 1995, the Company sold substantially all of
the assets of its wholly-owned subsidiary, Electronic Form Systems Incorporated
("EFS") (see Note 11). The operating results of EFS have been treated as
discontinued operations, and previously published financial statements have been
restated to conform with this presentation. The operating results of the
subsidiary were reported as segment information in prior years.
CASH EQUIVALENTS - The Company considers all highly liquid debt instruments
purchased with a maturity of three months or less to be cash equivalents. The
Company had cash equivalents of $12.6 million, $4.6 million, and $2.7 million at
December 31, 1995, 1994, and 1993, respectively.
DEPRECIATION - Property and equipment are recorded at cost, and depreciation is
computed using the straight-line method over the following estimated useful
lives:
Buildings and improvements 5-30 years
Data processing equipment 2-5 years
Furniture, fixtures, and equipment 5-10 years
Depreciation and amortization reported in the Consolidated Statements of Cash
Flows also includes amortization of assets recorded under capital leases, and
amortization of capitalized software and intangible assets.
27
<PAGE>
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
SOFTWARE COSTS - Internally developed software costs are capitalized after the
establishment of technological feasibility and are amortized over their
estimated economic life, generally three years, commencing when each product is
available for general release. Internally developed software costs capitalized,
including interest, were $7.1 million, $4.2 million, and $2.8 million, in 1995,
1994, and 1993, respectively.
Amortization is based on the greater of a percentage of current product revenues
to total estimated product revenues or straight-line over the expected life of
the product. The Company recognized amortization expense applicable to
internally developed software of $3.1 million, $2.6 million, and $1.7 million,
during 1995, 1994, and 1993, respectively.
INTANGIBLE ASSETS - Intangible assets primarily represent costs allocated to
customer lists, noncompete agreements, and other specifically identifiable
assets arising from the acquisition of FTS Corporation in the third quarter of
1992, the acquisition of the assets of Prentice-Hall Professional Software, Inc.
in the fourth quarter of 1994, and from three acquisitions made during 1995.
For detail, see Note 6. Intangible assets also include cost in excess of fair
values of net assets acquired from these acquisitions. These assets are carried
at cost less accumulated amortization which is calculated on a straight-line
basis over the estimated useful lives of the assets which range from 3 to 9
years. Amortization of intangible assets was $2.3 million, $1.5 million, and
$1.4 million for the years ended December 31, 1995, 1994, and 1993,
respectively.
The Company periodically reviews intangible assets to assess recoverability, and
impairments would be recognized in operating results if a permanent reduction in
value were to occur.
INCOME TAXES - The liability method is used in accounting for income taxes.
Deferred tax assets and liabilities are determined based on the differences
between financial reporting and the tax bases of assets and liabilities, and are
measured using the enacted tax rates and laws that will be in effect when the
differences are expected to reverse. See also Note 9.
REVENUE RECOGNITION - The Company provides tax and accounting information
software and services, and residential real estate property management software
and services. Revenues from contracts based on a per return charge are
recognized during the month in which the client's returns are processed.
Revenues from site-license agreements are based on annual fees. These fees
include tax processing, software, and support for the client throughout the year
and are recognized ratably over the annual contract period. Sales of software
and tax processing systems are recognized when shipped. Revenues for
maintenance contracts are recognized ratably over the respective contract
period.
IMPAIRMENT - In the fourth quarter of 1995, the Company adopted Statement of
Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-
Lived Assets and for Long-Lived Assets to Be Disposed Of " ("FAS121").
Impairment losses were not significant in 1995.
28
<PAGE>
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONCLUDED)
RESEARCH AND DEVELOPMENT - Research and development costs are expensed as
incurred and consist principally of certain software development costs incurred
prior to achieving technological feasibility. Research and development expenses
were $3.8 million in 1995, $5.1 million in 1994, and $5.3 million in 1993.
EARNINGS PER SHARE - Earnings per share are computed based upon the weighted
average number of shares of common stock and common stock equivalents
outstanding. Common stock equivalents represent the dilutive effect of the
assumed exercise of certain outstanding stock options. No difference exists
between primary and fully diluted earnings per share.
NOTE 3. ACQUISITIONS
On April 14, 1995, the Company purchased an auditing software product line and
certain intangibles from Sequel/McGladrey Software for $4.0 million. The
purchase price consisted of cash of $1.8 million and an unsecured note payable
for $2.2 million. The purchase price was allocated primarily to intangible
assets in the amount of $3.4 million (estimated fair value at date of
acquisition), including $910,000 of cost in excess of fair values of net assets
acquired which will be amortized over 5 years.
On June 16, 1995, the Company acquired substantially all of the assets of Rent
Roll, Inc. ("Rent Roll") and its affiliates. Rent Roll markets residential
property management software and services to multifamily property management and
development companies. The purchase price was approximately $2.8 million
consisting of cash of $2.2 million, the assumption of $76,000 in ongoing support
obligations and a liability of $480,000 for noncompete agreements payable in
annual installments over 4 years. The purchase price was allocated based on
estimated fair values of assets and support obligations acquired at date of
acquisition, including intangible assets of $1.1 million which will be amortized
over 5 years. Such allocation did not result in cost in excess of fair values
of net assets acquired.
Effective November 1, 1995, the Company acquired substantially all of the assets
of the corporate tax compliance software business of Price Waterhouse LLP
("PW"). The purchase price of $14.4 million consisted of $11.5 million of cash
paid at closing, accruals of a $410,000 liability for vacation and severance,
and of $2.5 million in ongoing support obligations as a result of an agreement
by the Company to provide software support and maintenance services on behalf of
PW to certain PW licensees pursuant to software licenses not purchased by the
Company. Based on appraised value, a portion of the purchase price was
allocated to purchased research and development ("R&D") which had not reached
technological feasibility and had no alternative future use. This allocation
resulted in a $5.6 million charge to the Company's operations in the fourth
quarter of 1995.
The remaining purchase price was allocated to software and intangibles, $2.4
million and $2.9 million, respectively, based on appraised value, $2.9 million
to customer list and cost in excess of fair value of assets acquired, and
$550,000 to furniture and fixtures based on estimated fair value. All purchased
assets will be amortized/depreciated over five years.
29
<PAGE>
NOTE 3. ACQUISITIONS (CONCLUDED)
The following unaudited pro forma summary presents the consolidated results of
operations as if the acquisition had occurred as of the beginning of each year
presented, after giving effect to certain adjustments which include amortization
of assets acquired, a reduction of the support costs, an increase in consulting
expense due to the agreement signed at acquisition (see Note 8), reductions in
compensation and rent expense, decreased interest income due to acquisition
costs, and the related income tax effects. The results do not include the $5.6
million charge for purchased R&D. These pro forma results have been prepared
for comparative purposes only and are not necessarily indicative of what the
actual results of operations would have been had the acquisition been made as of
those dates, nor does it purport to represent future operations of the Company.
- --------------------------------------------------------------------------------
(In thousands, except per
share amounts) 1995 1994
- --------------------------------------------------------------------------------
Revenue $ 119,457 $ 107,996
Net Income 10,128 4,467
Earnings per share $ 0.70 $ 0.31
- --------------------------------------------------------------------------------
Effective December 1, 1994, the Company acquired substantially all of the assets
of Prentice-Hall Professional Software, Inc. ("PHPS"), a subsidiary of Simon &
Schuster. PHPS is a supplier of audit and practice management software to CPA
firms and a supplier of property management software for the residential real
estate industry. The purchase price consisted of $5.0 million cash paid and the
assumption of $2.2 million in on-going support obligations. The purchase price
was allocated based on estimated fair values of assets and support obligations
acquired at date of acquisition, including intangible assets of $1.0 million
which will be amortized over 5 years. Such allocation did not result in cost in
excess of fair values of net assets acquired.
All of the above acquisitions have been accounted for under the purchase method
of accounting and accordingly, the results of their operations have been
included in the Company's Consolidated Financial Statements since their
respective acquisition dates.
NOTE 4. SHORT-TERM INVESTMENTS
The Company's cash equivalents and short-term investments are classified as
available-for-sale securities. At December 31, 1995, and 1994, cash equivalents
were invested in a money market mutual fund. At December 31, 1995, the Company
had no short-term investments, and at December 31, 1994, short-term investments
were invested in shares of a mutual fund. The investments are carried at cost
which approximates fair value as determined by a quoted market price. The cost
of securities sold is based on the average cost method. Gross sale proceeds
from available-for-sale securities were $175.0 million, $103.3 million, and
$96.2 million in 1995, 1994, and 1993, respectively. Realized and unrealized
gains/losses were not significant for 1995, 1994, or 1993.
30
<PAGE>
NOTE 5. RISK CONCENTRATION
The Company maintains cash and cash equivalents and short-term investments with
various high quality financial institutions. Cash equivalents are invested in a
money market mutual fund. Short-term investments are made in a publicly traded
mutual fund. The Company's investment policy limits the Company's exposure to
concentrations of credit risk. The Company has not incurred losses related to
these investments.
The Company has clients that are dispersed across different geographic areas and
to a lesser extent among different industries. The Company has a heavy
concentration of clients in accounting firms nationwide and maintains an
allowance for losses based upon the expected collectibility of all accounts
receivable.
No single customer accounted for 10% or more of the Company's consolidated
revenues in 1995, 1994, or 1993. The Company provides tax processing services,
software, and support to each of the six largest accounting firms in the United
States. While the loss of any one of these customers would not have a material
adverse consequence to the Company, the loss of more than one of these customers
could.
NOTE 6. INTANGIBLES AND OTHER ASSETS
- --------------------------------------------------------------------------------
(In thousands) 1995 1994
- --------------------------------------------------------------------------------
Customer lists $ 7,675 $ 5,075
Noncompete agreements 3,445 3,345
Other intangibles 4,186 1,186
Cost in excess of fair values of
net assets acquired 4,223 379
Other assets 268 404
- --------------------------------------------------------------------------------
19,797 10,389
Less accumulated amortization 5,219 3,879
- --------------------------------------------------------------------------------
$ 14,578 $ 6,510
- --------------------------------------------------------------------------------
NOTE 7. LONG-TERM DEBT AND NOTES PAYABLE
On April 19, 1994, the Company elected an early payoff of a $3.5 million
unsecured term loan which carried an interest rate equal to the lower of the
interbank offering rate plus 1.5% or the prime rate. The early payoff of the
term loan did not impact the Company's revolving credit loan and letter of
credit facility discussed below.
During 1994 and 1995, the Company had an unsecured pari passu loan agreement
(the "Agreement") with two banks which provided for both the term loan discussed
above and a $12.0 million revolving credit loan and letter of credit facility.
The available funds were based on eligible receivables and inventory. Under the
terms of the Agreement, the rate of interest payable was the lesser of, at the
Company's option, the interbank offering rate plus 0.875%, the prime rate, or
the CD rate. The Company had no borrowings outstanding under the line at
December 31, 1994 or 1995.
31
<PAGE>
NOTE 7. LONG-TERM DEBT AND NOTES PAYABLE (CONCLUDED)
On December 21, 1995, the Company entered into an unsecured $20.0 million
revolving credit/term facility which replaced the Agreement discussed above.
The facility will be fully revolving for two years, after which time the Company
must begin quarterly principal payments equal to one sixteenth of the
outstanding principal balance with all outstanding principal and interest due
and payable in full on December 21, 2000. The rate of interest payable is the
lesser of, at the Company's option, the prime rate or the interbank offering
rate plus a margin, which is dependent on the Company's fixed charge coverage
ratio and can range from 0.875% to 1.5%. The facility requires that if the
outstanding balance exceeds $10.0 million at the end of a quarter, a $10.0
million portion will convert to a term loan and fully amortize over four years.
The facility also provides for the Company to elect term loan conversions with a
$5.0 million minimum, which will fully amortize over four years. The Company
had no borrowings outstanding under the line at December 31, 1995.
At the lender's option, the revolving credit termination date and facility
expiration date may be extended annually for one additional year. The agreement
includes customary financial covenants requiring a minimum net worth, debt-to-
worth, debt coverage and current ratios. The agreement also includes customary
restrictions upon investments, indebtedness, and the sale of certain assets.
The long-term debt reflected on the balance sheet at December 31, 1995, consists
of the unsecured note payable executed in connection with the Sequel/McGladrey
software acquisition (see Note 3). Under the terms of the note, the Company is
obligated to make quarterly principal payments of $187,500, plus interest at 9%
per annum. The loan is due and payable in full on March 31, 1998.
NOTE 8. COMMITMENTS
Aggregate annual rental commitments at December 31, 1995, under operating leases
with initial or remaining noncancelable lease terms greater than one year are:
- --------------------------------------------------------------------------------
(In thousands)
- --------------------------------------------------------------------------------
1996 $ 1,113
1997 912
1998 241
1999 216
2000 162
- --------------------------------------------------------------------------------
Total minimum lease payments $ 2,644
- --------------------------------------------------------------------------------
Rent expense was $2.0 million, $1.9 million, and $2.2 million in 1995, 1994, and
1993, respectively.
In December 1995, the Company entered into a five-year consulting services
agreement with Price Waterhouse LLP ("PW"). Under the terms of the agreement,
certain PW partners will be made available to the Company on a full-time basis
to assist it in integrating the Company's corporate tax software compliance
business (see Note 3). At December 31, 1995, the Company was committed to pay
PW $8.6 million over the remainder of the five-year term for these services.
32
<PAGE>
NOTE 8. COMMITMENTS (CONCLUDED)
Payments are generally ratable throughout the term, with somewhat heavier
minimum requirements during the first two years. The agreement permits CLR to
terminate all or a portion of PW's services for the remainder of the five-year
term at anytime. Such termination(s) could reduce CLR's remaining obligations
by up to $2.3 million and result in accelerated charges to expense.
NOTE 9. INCOME TAXES
Significant components of the Company's deferred tax liabilities and assets as
of December 31, 1995, and 1994, are as follows:
- --------------------------------------------------------------------------------
(In thousands) 1995 1994
- --------------------------------------------------------------------------------
Deferred tax liabilities:
Tax depreciation in excess of book depreciation $ 456 $ 713
Software development costs capitalized for book 4,144 2,871
Other 670 859
- --------------------------------------------------------------------------------
Total deferred tax liabilities 5,270 4,443
- --------------------------------------------------------------------------------
Deferred tax assets:
Tax basis in excess of book basis in land 730 557
Cash basis adjustments for reserves 2,788 2,529
Uniform capitalization -- 28
Amortization of intangibles 3,125 --
Other 349 59
- --------------------------------------------------------------------------------
Total deferred tax assets 6,992 3,173
Valuation allowance for deferred tax assets (833) (630)
- --------------------------------------------------------------------------------
Net deferred tax assets 6,159 2,543
- --------------------------------------------------------------------------------
Net deferred tax (assets) liabilities $ (889) $ 1,900
- --------------------------------------------------------------------------------
Income tax expense has been allocated to:
- --------------------------------------------------------------------------------
(In thousands) 1995 1994 1993
- --------------------------------------------------------------------------------
Income from continuing operations $ 2,264 $ 7,095 $ 5,401
Income from discontinued operations 36 197 (109)
Extraordinary gain 3,052 -- --
- --------------------------------------------------------------------------------
Total $ 5,352 $ 7,292 $ 5,292
- --------------------------------------------------------------------------------
33
<PAGE>
NOTE 9. INCOME TAXES (CONCLUDED)
Significant components of the provision for income taxes attributable to
continuing operations are as follows:
- --------------------------------------------------------------------------------
(In thousands) 1995 1994 1993
- --------------------------------------------------------------------------------
Current:
Federal $ 3,990 $ 6,014 $ 4,726
State 956 959 659
- --------------------------------------------------------------------------------
Total current 4,946 6,973 5,385
- --------------------------------------------------------------------------------
Deferred:
Federal (2,271) 109 14
State (411) 13 2
- --------------------------------------------------------------------------------
Total deferred (2,682) 122 16
- --------------------------------------------------------------------------------
Total current and deferred $ 2,264 $ 7,095 $ 5,401
- --------------------------------------------------------------------------------
The reconciliation of income tax attributable to continuing operations computed
at the U.S. federal statutory tax rates to income tax expense is:
- --------------------------------------------------------------------------------
(In thousands) 1995 1994 1993
- --------------------------------------------------------------------------------
Tax at U.S. statutory rates $ 3,193 $ 6,325 $ 4,852
State taxes 342 597 468
R&D tax credit (1,353) -- --
Increase in valuation allowance 203 -- 11
Other (121) 173 70
- --------------------------------------------------------------------------------
Income tax expense $ 2,264 $ 7,095 $ 5,401
- --------------------------------------------------------------------------------
NOTE 10. STOCK OPTIONS AND RESERVATIONS OF COMMON STOCK
In 1982, the shareholders of the Company adopted a stock option plan which
provides for options to be granted to members of management and key
nonmanagement employees of the Company for the purchase of common stock. The
term of each option is determined at grant by the Board of Directors'
Compensation Committee.
On April 27, 1993, the shareholders of the Company approved a proposal to amend
the plan to extend the termination date by five years to December 31, 2002, and
to increase the number of shares reserved for the plan by 375,000 shares.
On May 2, 1995, the shareholders of the Company approved a stock option plan
which provides for options to be granted to non-employee directors of the
Company for purchase of common stock. The plan provides that a maximum of
250,000 shares are available for the grant of options and terminates on August
4, 2004.
34
<PAGE>
NOTE 10. STOCK OPTIONS AND RESERVATIONS OF COMMON STOCK (CONCLUDED)
The exercise price of the options is determined by the fair market value on the
date of grant. Stock options currently outstanding under the plans become
exercisable in 20% annual installments beginning in the year following the
grant. Options outstanding which were exercisable amounted to 270,383 and
260,582 at December 31, 1995, and 1994, respectively.
Information with respect to these plans follows:
Management and Key Nonmanagement Employees
- --------------------------------------------------------------------------------
Price per Number of
Options Share Shares
- --------------------------------------------------------------------------------
Balance at Dec. 31, 1992 $3.56 - $5.38 569,250
Granted $4.38 - $6.25 419,500
Canceled $3.63 - $3.69 18,000
Exercised $3.56 - $4.00 53,450
- --------------------------------------------------------------------------------
Balance at Dec. 31, 1993 $3.56 - $6.25 917,300
Granted $8.25 - $9.00 125,000
Canceled $3.56 - $4.50 57,800
Exercised $3.56 - $4.50 100,918
- --------------------------------------------------------------------------------
Balance at Dec. 31, 1994 $3.56 - $9.00 883,582
Granted $8.00 - $10.25 303,350
Canceled $3.56 - $10.25 52,000
Exercised $3.56 - $9.00 185,499
- --------------------------------------------------------------------------------
Balance at Dec. 31, 1995 $3.56 - $10.25 949,433
- --------------------------------------------------------------------------------
Shares reserved for options
outstanding and future
options at Dec. 31, 1995 1,049,638
- --------------------------------------------------------------------------------
Non-Employee Directors
----------------------
In 1995 there were 50,000 options granted at $8.00-$9.75 per share. There were
no shares canceled or exercised during 1995, and at December 31, 1995, shares
reserved for options outstanding and future options were 250,000.
NOTE 11. DISCONTINUED OPERATIONS
In June 1995, the Company sold substantially all of the assets of its wholly-
owned subsidiary, Electronic Form Systems Incorporated ("EFS"), to Vanier
Graphics Corporation, a wholly-owned subsidiary of American Business Products,
Inc. ("ABP"). The Company retained the building which had been partially
occupied by EFS. As consideration for the sale, the Company received cash of
$3.0 million, shares of ABP common stock valued at $6.0 million and a receivable
for approximately $800,000, which was paid in full by October 1995. The sale
resulted in a gain of $4.7 million, net of taxes of $3.1 million.
35
<PAGE>
NOTE 11. DISCONTINUED OPERATIONS (CONCLUDED)
The ABP common stock received was subsequently sold on the open market with an
immaterial gain, and the proceeds are included in proceeds from sale of short-
term investments on the Consolidated Statement of Cash Flows.
NOTE 12. SUBSEQUENT EVENTS
Subsequent to December 31, 1995, the Company completed three acquisitions at a
total cost of approximately $8.0 million. The acquisitions, which were financed
from the Company's cash flow, will be accounted for using the purchase method of
accounting.
On January 4, 1996, the Company acquired all of the capital stock of Credit
Interfaces, Inc., a privately held California corporation, which sells credit
verification and other information services to multifamily property management
and development companies. While the services will continue to be sold to
customers on a stand-alone basis, Credit Interfaces' services will be integrated
into the Company's existing residential property management software.
On January 5, 1996, the Company acquired substantially all of the assets of E.
F. Haskell & Associates, Inc., a privately held Arizona corporation marketing
practice management and write-up software to the accounting industry. The
Company plans to enhance the practice management software to address the needs
of medium to very large accounting firms.
On January 22, 1996, the Company acquired substantially all of the assets of
Project Data Systems, Inc., a California business which supplies software and
services for the compliance, tracking, and reporting requirements of affordable
housing. This product will be added to the Company's residential property
management software business.
36
<PAGE>
Report of Ernst & Young LLP,
Independent Auditors
To the Board of Directors and Shareholders
of Computer Language Research, Inc.
We have audited the accompanying consolidated balance sheets of Computer
Language Research, Inc. (the "Company") as of December 31, 1995, and 1994, and
the related consolidated statements of income, shareholders' equity and cash
flows for each of the three years in the period ended December 31, 1995. Our
audits also included the financial statement schedule listed in the Index at
Item 14(a). These financial statements and schedule are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatements. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of the
Company at December 31, 1995, and 1994, and the consolidated results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1995, in conformity with generally accepted accounting principles.
Also, in our opinion, the related financial statement schedule, when considered
in relation to the basic financial statements taken as a whole, presents fairly
in all material respects the information set forth therein.
Ernst & Young LLP
Dallas, Texas
February 22, 1996
37
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information concerning the Directors of the Company is incorporated herein by
reference to the Company's Definitive Proxy Statement for the Company's Annual
Meeting of Shareholders. It is expected such Proxy Statement will be filed with
the Securities and Exchange Commission no later than 120 days subsequent to
December 31, 1995.
Information concerning the executive officers of the Company is as follows:
OFFICER
SINCE
AGE OFFICE DATE
--- ------ -------
Robert H. Dilworth 49 Vice President, 1995
Business Development
and Investor Relations
Lynn J. Finlinson 48 President 1996
Rent Roll, Inc.
Douglas H. Gross 52 Vice President, 1990
Secretary, and
General Counsel
M. Brian Healy 52 Group Vice President, 1989
Finance and Administration
and Chief Financial Officer
Charles W. Hill 56 Controller and Treasurer 1987
E. Dean Liles 54 President 1993
Fast-Tax Division
Francis W. Winn 78 Chairman of the Board 1969
Stephen T. Winn 49 President, Chief Executive 1971
Officer, and Director
Mr. Dilworth joined the Company in May 1975 as a salesman serving in various
sales and sales management positions and led the sales and marketing department
of the Company's bank segment from June 1982 until January 1993. Mr. Dilworth
was elected Vice President of the Bank segment in January 1992. In January
1993, Mr. Dilworth became the Vice President of Business Development and began
38
<PAGE>
the Company's strategic acquisition program and, in 1994, also assumed Investor
Relations responsibilities. Prior to joining the Company, Mr. Dilworth served
in various sales and sales management positions in other companies, including
ATV Manufacturing, the Sauter Labs division of Hoffmann La-Roche, and EDS.
Lynn J. Finlinson serves as President of Rent Roll, Inc., which was acquired by
CLR in June of 1995 and later incorporated as a wholly-owned subsidiary in
December of that year. Mr. Finlinson has over 17 years of experience in the
real estate industry including management, property development, investment, and
software development. Prior to joining CLR, he was a founding owner and CEO of
Rent Roll, Inc., a software and services provider to the multifamily housing
management industry, for over eight years.
Mr. Gross joined the Company as General Counsel and was elected Secretary in
March 1990; in February 1993, he was elected a Vice President. From September
1987 until joining Computer Language Research, Inc., he served as General
Counsel to Redman Industries, the country's second largest builder of
manufactured housing and a manufacturer of building products. From January 1986
until September 1987, he served as General Counsel to MidSouth Pepsi Bottling,
Inc., the country's largest, privately held Pepsi-Cola franchisee. Prior to
1986 Mr. Gross served in the law departments of Westinghouse Electric
Corporation and PepsiCo, Inc.
Mr. Healy, a Certified Public Accountant, joined the Company in August 1989 as
Group Vice President of Finance and Administration and Chief Financial Officer.
Prior to joining the Company, he was Senior Vice President and Chief Financial
Officer at the Talent Tree Corporation, a temporary help firm, from 1988 to
1989. From 1985 to 1988, Mr. Healy was Vice President, Finance, and Chief
Financial Officer for Redman Industries, the country's second largest builder of
manufactured housing and a manufacturer of building products. For eleven years
prior to 1985 he held various executive positions with Anthony Industries, Inc.,
a California-based manufacturer of recreational and industrial products.
Mr. Hill, a Certified Public Accountant, joined the Company in 1987. Prior to
joining the Company, he was Senior Vice-President, Finance and Administration,
with Peer Services, Inc., a banking data services company, for six years. He
has served in various financial management positions in other companies
including Audit Partner with Main, Hurdman and Co.
Mr. Liles joined the Company in August 1993 as President, Fast-Tax Division.
Prior to joining the Company, from 1992 to 1993, he was Senior Vice President
and Chief Information Officer at Neiman Marcus, a retail company. From 1989 to
1992, Mr. Liles was a Management Consulting Partner at Deloitte Haskins & Sells
and Deloitte & Touche. From 1986 to 1989, he had his own management consulting
company specializing in Information Technology. From 1979 to 1986, he was a
Senior Vice President at Zale Corporation, a national retail company. For
fourteen years prior to 1979, he held various sales and marketing management
positions with the IBM Corporation. Subsequent to December 31, 1995, Mr. Liles
resigned from the Company, effective March 31, 1996.
Francis W. Winn, the founder of the Company and a Director since 1969, served as
its Chairman of the Board and President from February 1969 until May 1977, and
continues to serve as Chairman of the Board. Prior to founding the Company, Mr.
Winn was employed by various petroleum or petroleum-related companies in
research management. Mr. Winn is the father of Stephen T. Winn and David L.
Winn and the father-in-law of James R. Dunaway, all Directors of the Company.
39
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Stephen T. Winn has served as a Director since 1969 and as President and Chief
Executive Officer since May 1977. Mr. Winn served as Executive Vice President
from 1971 until his election as President in 1977. Mr. Winn was selected as a
Sloan Fellow at Stanford University in 1980 and holds an M.M.S. degree in
Management Science from Stanford. He has served as a member of the Stanford
University Sloan Advisory Board, American Business Conference, and the American
Electronics Association.
All directors hold office until the next annual meeting of the shareholders of
the Company and until their successors are elected and qualified. The executive
officers are elected annually by the Board of Directors following the annual
meeting of the shareholders and serve until their successors are duly elected
and qualified.
Based solely on the review of the copies of such forms furnished to the Company,
or written representations that no Forms 5 were required, the Company believes
that during 1995 all Section 16 (a) filing requirements applicable to its
greater than 10% beneficial owners, directors, and officers were complied with,
except for a Form 3 which should have been filed at the time Mr. Robert H.
Dilworth, for many years an officer of the Company, was elected as an executive
officer of the Company. A Form 5 was timely filed by Mr. Dilworth.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated herein by reference to the Company's Definitive Proxy Statement for
the Company's Annual Meeting of Shareholders. It is expected such Proxy
Statement will be filed with the Securities and Exchange Commission no later
than 120 days subsequent to December 31, 1995.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Incorporated herein by reference to the Company's Definitive Proxy Statement for
the Company's Annual Meeting of Shareholders except as set forth in such Proxy
Statement. It is expected such Proxy Statement will be filed with the
Securities and Exchange Commission no later than 120 days subsequent to December
31, 1995.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated herein by reference to the Company's Definitive Proxy Statement for
the Company's Annual Meeting of Shareholders except as set forth in such Proxy
Statement. It is expected such Proxy Statement will be filed with the
Securities and Exchange Commission no later than 120 days subsequent to December
31, 1995.
40
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)1. Financial Statements
The consolidated financial statements included in Item 8, Financial
Statements and Supplementary Data, are set forth in the Index to
Financial Statements and Financial Statement Schedules listed on page 32
of this report.
2. Financial Statement Schedules
The consolidated financial statement schedules are set forth in the Index
to Financial Statements and Financial Statement Schedules listed on page
32 of this report.
3. Exhibits
The following documents are filed or incorporated by reference as
exhibits to this report. The exhibit numbers in the exhibit list
correspond to the numbers assigned to such exhibits in the Exhibit Table
of Item 601 of Regulation S-K:
2.01 Asset Purchase Agreement dated June 23, 1995, between Electronic
Form Systems Incorporated, a wholly-owned subsidiary of Registrant,
and Vanier Graphics Corporation, a wholly-owned subsidiary of
American Business Products, Inc., (incorporated herein by reference
to Registrant's Current Report on Form 8-K dated June 30, 1995,
filed with the Securities and Exchange Commission).
2.02 Agreement for the Purchase and Sale of Certain Assets dated
December 2, 1995, between Registrant and Price Waterhouse LLP,
(incorporated herein by reference to Exhibit 2.01 to Registrant's
Current Report on Form 8-K dated December 18, 1995, filed with the
Securities and Exchange Commission).
3.01 Articles of Incorporation of Registrant filed with the State of
Texas on February 26, 1969, (incorporated herein by reference to
Exhibit 3.01 to Registrant's Amendment No. 1 to Registration
Statement on Form S-1, Registration No. 2-83286, filed with the
Securities and Exchange Commission).
3.02 Amendment to Articles of Incorporation of Registrant filed with
the State of Texas on September 14, 1982, (incorporated herein
by reference to Exhibit 3.02 to Registrant's Annual Report on Form
10-K for the year ended December 31, 1993, filed with the
Securities and Exchange Commission).
3.03 Amendment to Articles of Incorporation of Registrant filed with
the State of Texas on September 14, 1982, (incorporated herein
by reference to Exhibit 3.03 to Registrant's Annual Report on Form
10-K for the year ended December 31, 1993, filed with the
Securities and Exchange Commission).
41
<PAGE>
3.04 Amendment to Articles of Incorporation of Registrant filed with
the State of Texas on April 22, 1983, (incorporated herein by
reference to Exhibit 3.04 to Registrant's Annual Report on Form
10-K for the year ended December 31, 1993, filed with the
Securities and Exchange Commission).
3.05 Amendment to Articles of Incorporation of Registrant filed with
the State of Texas on May 25, 1983, (incorporated herein by
reference to Exhibit 3.05 to Registrant's Annual Report on Form
10-K for the year ended December 31, 1993, filed with the
Securities and Exchange Commission).
3.06 Amendment to Articles of Incorporation of Registrant filed with
the State of Texas on June 24, 1988, (incorporated herein by
reference to Exhibit 3.06 to Registrant's Annual Report on Form
10-K for the year ended December 31, 1993, filed with the
Securities and Exchange Commission).
3.07 Amendment to Bylaws of Registrant, effective August 4, 1994,
(incorporated herein by reference to Exhibit 3.07 to the
Registrant's Annual Report on Form 10-K for the year ended December
31, 1994, filed with the Securities and Exchange Commission).
4.01 Definitive Specimen Stock Certificate representing shares of
Common Stock (incorporated herein by reference to Exhibit 4.01 to
Registrant's Amendment No. 1 to Registration Statement on Form S-1,
Registration No. 2-83286, filed with the Securities and Exchange
Commission).
10.01 Registrant's 1982 Stock Option Plan (incorporated herein by
reference to Exhibit 10.05 to Registrant's Registration
Statement on Form S-1, Registration No. 2-83286, filed with the
Securities and Exchange Commission).
10.02 Amendment to Registrant's 1982 Stock Option Plan as of April 28,
1988, (incorporated herein by reference to Exhibit 10.06 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 1988, filed with the Securities and Exchange Commission).
10.03 Second Amendment to Registrant's 1982 Stock Option Plan as of April
27, 1993, (incorporated herein by reference to Exhibit 10.03 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 1993, filed with the Securities and Exchange Commission).
10.04 Registrant's Non-Employee Directors' 1994 Stock Option Plan
(incorporated herein by reference to Exhibit 99.1 to Registrant's
Registration Statement on Form S-8, Registration No. 33-61457,
filed with the Securities and Exchange Commission.)
10.05 Registrant's 1989 Annual Incentive Plan (incorporated herein by
reference to Exhibit 10.05 to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1989, filed with the
Securities and Exchange Commission).
42
<PAGE>
10.06 Amendment 1 to Registrant's 1989 Annual Incentive Plan as of
February 21, 1989, (incorporated herein by reference to Exhibit
10.06 to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1989, filed with the Securities and Exchange
Commission).
10.07 Amendment 2 to Registrant's 1989 Annual Incentive Plan as of
February 27, 1992, (incorporated herein by reference to Exhibit
10.06 to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1993, filed with the Securities and Exchange
Commission).
10.08 Employment Agreement dated August 3, 1993, between Registrant and
E. Dean Liles, (incorporated herein by reference to Exhibit 10.07
to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1994, filed with the Securities and Exchange
Commission).
10.09 Employment, Confidentiality & Non-Compete Agreement dated
June 16, 1995, between Registrant and Lynn J. Finlinson and
included herewith.
21.01 Subsidiaries of Computer Language Research, Inc.
23.01 Consent of Ernst & Young LLP, independent auditors.
(b)Reports on Form 8-K. During the last quarter of the year ended December 31,
1995, the Company filed a Form 8-K dated December 2, 1995, with the
Securities and Exchange Commission to report the acquisition of the tax
compliance software business of Price Waterhouse LLP.
43
<PAGE>
INDEX TO FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULES
ITEM 14 (a)
PAGE
----
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets at December 31, 1995, and 1994 ......... 21
Consolidated Statements of Income for the Years Ended
December 31, 1995, 1994, and 1993 ................................. 23
Consolidated Statements of Shareholders' Equity for the
Years Ended December 31, 1995, 1994, and 1993 ..................... 24
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1995, 1994, and 1993 ................................. 25
Notes to Consolidated Financial Statements ......................... 27
Report of Independent Auditors ..................................... 37
CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
Schedule II - Allowance for Doubtful Accounts ...................... 45
All other schedules are omitted as the required information is inapplicable.
44
<PAGE>
SCHEDULE II
COMPUTER LANGUAGE RESEARCH, INC.
ALLOWANCE FOR DOUBTFUL ACCOUNTS
For Each of the Three Years in the Period Ended December 31, 1995
(In thousands)
Charged to
Beginning Costs and Deductions Ending
Year Balance Expenses and Other Balance
---- --------- ---------- ---------- -------
1993 $ 855 $ 497 $ 363 $ 989
1994 $ 989 $ 278 $ 662 $ 605
1995 $ 605 $ 271 $ 268 $ 608
45
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
COMPUTER LANGUAGE RESEARCH, INC.
By: M. Brian Healy
-------------------------------------------------
M. Brian Healy
Group Vice President, Finance and Administration
and Chief Financial Officer
(Principal Financial and Accounting Officer)
Date: March 22, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant in
the capacities indicated on March 22, 1996.
Francis W. Winn James R. Dunaway
- -------------------------------------- --------------------------------------
Francis W. Winn James R. Dunaway
Chairman of the Board Director
Stephen T. Winn Max D. Hopper
- -------------------------------------- --------------------------------------
Stephen T. Winn Max D. Hopper
President, Chief Executive Officer, Director
and Director
(Principal Executive Officer)
M. Brian Healy Merle J. Volding
- -------------------------------------- --------------------------------------
M. Brian Healy Merle J. Volding
Group Vice President, Finance and Director
Administration and Chief
Financial Officer
(Principal Financial and Accounting
Officer)
Alfred R. Berkeley David L. Winn
- -------------------------------------- --------------------------------------
Alfred R. Berkeley David L. Winn
Director Director
46
<PAGE>
EXHIBIT 21.01
COMPUTER LANGUAGE RESEARCH, INC.
SUBSIDIARIES OF REGISTRANT
Information is set forth below concerning all subsidiaries of the Company as of
December 31, 1995:
Percentage
of Voting
Stock Owned
Jurisdiction of by the
Name of Subsidiary Incorporation Company
------------------ --------------- -----------
Alamo Software Corporation Delaware 100%
FTS Corporation Delaware 100%
Electronic Tax Systems, Inc. Delaware 100%
ReadiSoft, Inc. Delaware 100%
Rent Roll, Inc. Delaware 100%
<PAGE>
EXHIBIT 23.01
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statements
(Forms S-8, No. 2-86308 and No. 33-41048) pertaining to the 1982 Stock Option
Plan and the Registration Statement (Form S-8, No. 33-61457) pertaining to the
Non-Employee Directors' 1994 Stock Option Plan of Computer Language Research,
Inc. of our report dated February 22, 1996, with respect to the consolidated
financial statements and schedule of Computer Language Research, Inc. included
in the Annual Report (Form 10-K) for the year ended December 31, 1995.
Ernst & Young LLP
Dallas, Texas
March 22, 1996
<PAGE>
EMPLOYMENT, CONFIDENTIALITY & NON-COMPETE AGREEMENT
THIS EMPLOYMENT, CONFIDENTIALITY & NON-COMPETE AGREEMENT (the "Agreement"),is
made this 16th day of June, 1995, by and between Computer Language Research,
Inc., a Texas Corporation with its principal office located at 2395 Midway Road,
Dallas County, Carrollton, Texas 75006 (the "Employer"), and Lynn J.
Finlinson, an individual residing at 1909 Sparrows Point, Plano, Texas, 75023,
(the "Employee"). Employer and Employee being hereinafter jointly referred to
as the "Parties".
WHEREAS, the Parties are two of the parties to the agreement for the Purchase
and Sale of Certain Assets ("Sale of Assets Agreement") of even date herewith,
the terms of which and the Operative Documents, as defined therein, are
incorporated herein.
WHEREAS, Employee desires employment as an employee of Employer under the terms
and conditions hereof and further desires to be given access to Employer's
unique and proprietary information; and
WHEREAS, Employee understands and acknowledges that Employer would not have been
willing to enter into the Sale of Assets Agreement or to employ the Employee
unless and until it had secured from Employee the specific restriction on
disclosure of confidential information and the covenants not to compete which
are contained herein; and
WHEREAS, Employer desires to employ Employee under the terms and conditions
hereof;
NOW, THEREFORE, in consideration of the mutual covenants, promises, terms, and
conditions contained in this Agreement and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties hereto, intending to be bound, agree as follows:
ARTICLE ONE
DEFINITIONS
1. DEFINITIONS. For purposes of this Agreement:
(a) "AGREEMENT" is defined in the preamble.
(b) "CAUSE" shall mean the occurrence of any of the following events:
(1) Death of Employee;
(2) Commission by Employee of illegal or fraudulent acts, criminal
conduct, or willful misconduct (excluding minor traffic violations), regardless
of whether relating to the activities of Employer, including, but not limited
to, violations of any laws, rules, or regulations;
(3) Conviction of Employee for any criminal or civil acts involving
moral turpitude having an adverse effect upon Employer, including without
limitation upon its profitability, reputation, or goodwill;
(4) Any materially false statement by Employee on any resume,
transcript, employment application or the like;
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<PAGE>
(5) Failure by Employee to perform his duties to the reasonable
satisfaction of Employer's President;
(6) Violation by Employee of any of his representations, warranties,
and covenants in this Agreement;
(7) Material violation by Employee of any of his representations,
warranties, and covenants in the Sale of Assets Agreement;
(8) Any other material breach of Employee's obligations hereunder
which he fails to cure within 10 days after receiving written notice thereof;
(9) Employee's material misrepresentation of fact or omission to
disclose a material fact, in relation to transactions occurring in the business
and financial matters of Employer entrusted to Employee;
(10) Employee's failure of any drug test required by Employer's
standard policies and procedures relating thereto; or
(11) A ruling or order by any court of competent jurisdiction
prohibiting Employee from rendering or Employer from receiving any of the duties
of Employee set forth in paragraph 2.5.
(c) A "CHANGE OF CONTROL" of the Employer shall be deemed to have occurred
upon the happening of any of the following:
(1) The acquisition of beneficial ownership (within the meaning of
Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) of 50% or more of either the then-outstanding shares of Employer's common
stock or the combined voting power of the Employer's then-outstanding voting
securities entitled to vote for the election of directors by any person, entity
or group (within the meaning of Sections 13(d)(3) or 14(d)(2) of the Exchange
Act, but excluding the Employer, its subsidiaries, and any employee benefit plan
(or related trust) sponsored or maintained by the Employer or its subsidiaries),
such acquisition being other than by the Employer or pursuant to an Excluded
Transaction;
(2) The individuals who, as of the date of this Agreement, constitute
the Board (the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board; provided that any individual, nominated for election to
the Board by at least a majority of the Incumbent Board and subsequently elected
a director by vote of the Employer's shareholders, shall be considered to be a
member of the Incumbent Board.
(3) Approval by the shareholders of the Employer of (i) a
reorganization, merger, consolidation, or similar business combination, other
than an Excluded Transaction, (ii) a liquidation or dissolution of the Employer,
or (iii) the sale of all or substantially all of the assets of the Employer,
other than an Excluded Transaction.
(d) "CLIENT(S)" means any entity which is a licensee of Employer or which
has been either served, solicited, contacted, or proposed for solicitation,
contact, or service by Employer or the entities that offered the Combined
Employer Real Estate Software Products during the term of Employee's employment
and for a period of 1 year after the termination of this Agreement.
2
<PAGE>
(e) "COMBINED EMPLOYER REAL ESTATE SOFTWARE PRODUCTS" means the commercial
and residential real estate software products presently owned by Employer,
together with the commercial and residential real estate software products being
acquired pursuant to the Sale of Assets Agreement.
(f) "COMPETING BUSINESS" means:
(1) any individual, proprietorship, partnership, corporation, limited
liability company, association, or other entity which is engaged in, or is about
to be engaged in, providing hardware, software and/or services which are
alternatives to hardware, software and/or services provided or offered by
Employer, or
(2) any Client that shall seek to employ, retain or pay Employee to
develop, enhance, install, test, maintain or update any hardware, software
and/or services which are alternatives to hardware, software and/or services
provided or offered by Employer.
(g) "CONFIDENTIAL INFORMATION" means:
(1) Information, data, drawings, computer software, firmware and
hardware, financial information, marketing information, sales data, and other
records and materials disclosed to or known to Employee as a direct or indirect
consequence of or through his employment with Employer and not known prior to
Employee's employment hereunder, about any Client or Supplier or Employer's
business, methods, business plans, operations, intellectual property, including
trade secrets, including all accompanying documentation therefor, services and
products (existing and contemplated), and processes, including but not limited
to information relating to price lists, manuals, sales records, sales
literature, customer files, personnel data, research, development,
recommendations, marketing plans and strategies, merchandising, pricing
strategies, consulting sources, Client sources, supply and service resources,
programs, systems, systems analyses, flow charts, system designs, procedure
manuals, automated data programs, designs, enhancements, finances, financial
statements, financing methods, financial projections, terms and conditions of
arrangements of any business, terms and conditions of business arrangements with
Clients, Suppliers, factors, banks, or other financial institutions, supply and
service resources, names and addresses of Clients, and all other information
pertaining to Clients and Suppliers. The phrase "Employee's employment
hereunder" shall include, in addition to the period of time Employee is employed
by Employer hereunder, that period of time during which Employee was employed by
Rent Roll, Inc.
(2) Information, for which there is any reasonable basis to believe
is, or which appears to be treated by Employer as, Confidential Information,
shall be presumed to be Confidential Information hereunder.
(h) "DERIVATIVE WORK" means a work based upon one or more pre-existing
works such as a revision, modification, translation, condensation, expansion or
any other form in which such pre-existing work may be adapted, recast, or
transformed and which, if prepared by other than the owner of the pre-existing
work without the owner's authorization, would constitute an infringement of the
owner's rights.
(i) "DEVELOPMENT" is defined in paragraph 5.3.
(j) "EMPLOYEE" is defined in the preamble.
3
<PAGE>
(k) "EMPLOYER" is defined in the preamble.
(l) "EXCHANGE ACT" is defined in the definition of Change of Control.
(m) "EXCLUDED TRANSACTION" means a reorganization, merger, consolidation,
or similar business combination or the sale of all or substantially all of the
assets of the Employer (each being a "Transaction"), in each case with respect
to which persons who were the shareholders of the Employer immediately prior to
such Transaction, own directly or indirectly, immediately after such
Transaction, more than 50% of the combined voting power of the then-outstanding
securities entitled to vote for the election of directors of the Employer.
(n) "INCUMBENT BOARD" is defined in the definition of Change of Control.
(o) "PARTIES" are defined in the preamble.
(p) "PERFORMANCE BONUS" is described in Section 3.1(e).
(q) "RESTRICTED PERIODS" is defined in paragraph 5.6(b).
(r) "SALE OF ASSETS AGREEMENT" is defined in the preamble.
(s) "SUPPLIERS" means any individual, proprietorship, partnership,
corporation, association, or other entity which has provided goods or services
to Employer or Rent Roll, Inc.
(t) "TARGET PROFIT' is defined in Section 3.1(e).
(u) "TRANSACTION" is defined in the definition of Excluded Transaction.
(v) "NET OPERATING PROFIT" means the pre-tax profits of the Combined
Employer Real Estate Software Products operation computed according to General
Accepted Accounting Principles and will recognize all revenue, less expenses
associated with the generation of that revenue. The following expenditures will
not be deducted in calculating the Net Operating Profit: (i) the two Signing
Bonuses paid by Employer totaling $500,000.00 paid to Lynn Finlinson and
Employee pursuant to Section 3.1(a) of this Agreement and Lynn Finlinson's
corresponding Agreement; (ii) the payments paid to Employee by Employer and to
Lynn Finlinson by Employer pursuant to the covenants not to compete made by each
pursuant to Section 5.6 of this Agreement and Lynn Finlinson's corresponding
Agreement; and (iii) the amortization expense relating to intangibles arising
from the acquisition of assets from Pillar, L.C., Rent Roll, Inc. and the
commercial and residential real estate software products of Prentice-Hall
Professional Software, Inc. Amortization expense relating to intangibles
arising from future acquisitions of commercial or residential real estate
software products will be included in the calculation of Net Operating Profit.
ARTICLE TWO
EMPLOYMENT AND DUTIES
2.1 EMPLOYMENT TERMS AND POSITION. Employer hereby employs Employee as a full-
time employee of Employer on the terms and conditions set forth herein.
Employee hereby accepts employment as a full-time employee of Employer on the
terms and conditions set forth herein.
4
<PAGE>
2.2 SATISFACTION OF EMPLOYER. Employee agrees that he will at all times
faithfully, promptly, and to the best of his ability, experience, and talent,
perform all of the duties that may be assigned to him, and as may be required of
him pursuant to the expressed and implied terms hereof. Such duties shall be
rendered to the reasonable satisfaction of the person to whom he reports.
2.3 TITLE. Subject to resolution of the Board of Directors at the meeting next
following the date hereof, at the next meeting of the Employer's Board of
Directors, such Board of Directors shall elect Employee an officer with the
title "Vice President".
2.4 REPORTING. Employee shall at all times during the term of this Agreement
report directly to the President of the Employer or to an individual designated
by the President of the Employer.
2.5 DUTIES. During his employment by Employer, Employee shall have such
reasonable duties and responsibilities as may be established from time to time
for Employee by the President of the Employer or the person to whom he reports.
2.6 EXTENT OF SERVICES. Employee shall devote his full time, attention,
energies, and best efforts to the business and affairs of Employer as determined
by Employer, and, except for illness and vacation and holiday periods and leaves
of absence as provided for by Employer's general policies, shall faithfully and
diligently perform his duties hereunder. Further, Employee shall not, during
the term of this Agreement, be engaged in any other business activity, whether
or not such business activity is pursued for gain, profit, or other pecuniary
advantages (reasonable civic and charitable activities excluded), unless he
first shall have obtained Employer's written consent.
2.7 PLACE OF PERFORMANCE OF DUTIES. With the exception of normal business
travel, Employee's services shall be rendered at the Corporation's principal
business offices at 2395 Midway Road, Carrollton, Dallas County, Texas 75006, or
such other place of business as may be designated by Employer.
2.8 MAINTENANCE OF RECORDS. Employee shall render reasonably detailed reports
and shall maintain accurate business records relating to his employment
hereunder as may from time to time be required by Employer.
2.9 LIMITATIONS ON AUTHORITY. Employee shall have no power or authority to
obligate Employer financially, contractually, or otherwise, unless such
obligation is authorized by Employer's normal business policies, practices and
guidelines or by the Employer's President in writing.
2.10 GOVERNANCE OF EMPLOYMENT RELATIONSHIP. To the extent not governed by the
specific provisions hereof, the employment relationship between Employee and
Employer shall be governed by the Employer's general rules, policies, procedures
and plans relating to employment and employee benefits.
ARTICLE THREE
COMPENSATION AND BENEFITS
3.1 COMPENSATION. For all services rendered by Employee pursuant to this
Agreement and for the confidentiality and non-compete covenants of Employee,
Employer shall compensate Employee as follows:
5
<PAGE>
(a) SIGNING BONUS. Employee shall receive a payment of $250,000.00, less
any required withholding, as a signing bonus ("Signing Bonus") on the date of
the execution of this Agreement by the Parties. The Signing Bonus shall be paid
in immediately available funds via wire transfer to an account specified by
Employee.
(b) SALARY. Employee shall be paid by Employer, a gross monthly salary of
$14,500.00, in accordance with the prevailing payroll practices of Employer.
Employee's salary shall be subject to appropriate FICA and federal, state, and
local tax withholding. The amount of such salary may be increased, but not
decreased, from time to time, in such amounts as Employer may determine
according to its standard salary administration practices. Employee shall
initially be eligible for a merit salary increase on July 1, 1996, and on each
July 1 thereafter during the term of this Agreement.
(c) ANNUAL INCENTIVE PLAN BONUS. Within 90 days of the date of this
Agreement and annually thereafter during the term of this Agreement, the Board
of Directors of Employer shall take all steps necessary to make Employee, on the
terms set forth in this sub-paragraph, a participant in the Corporation's 1989
Annual Incentive Plan (the "AIP") for senior management, or any successor
plan(s) for 1995. During 1995, Employee's AIP target incentive rate will be 30%
of base salary on a pro-rated basis for the portion of the year during which
Employee is an employee of the Corporation. During 1995, Employee's AIP maximum
incentive rate will be 60% of base salary on a pro-rated basis for the portion
of the year during which Employee is an employee of the Corporation. Employee's
1995 AIP calculation will consist of two components: Combined Employer Real
Estate Software Products performance (80%) and personal performance (20%)(1).
If, during the term of this Agreement, Employer grants any other bonuses to all
of its senior managers, Employee shall be entitled to participate on terms and
conditions no less favorable than those for other senior managers. Anything
else in this Agreement to the contrary notwithstanding, the AIP is earned and
payable only if the Employee is an employee of the Employer on the date
specified in the AIP.
(d) STOCK OPTIONS. Subject to resolution of the Board of Directors at the
meeting next following the date of execution of this Agreement, the Board of
Directors of Employer shall, pursuant to the terms and conditions of the
Computer Language Research, Inc., 1982 Stock Option Plan, as amended, grant
Employee an option to purchase twenty thousand (20,000) shares of the Employer's
common stock at 100% of the fair market value on the date of the grant (fair
market value being the mean between the "bid" and "ask" at closing on the day of
grant). The grant shall be exercisable in five equal annual increments of
twenty percent (20%); i.e., four thousand (4,000) shares each installment. The
initial exercise date shall be on or after one year from the date of the grant,
and the remaining increments shall be exercisable on or after the like day of
each succeeding year for four years. Subsequent grants of stock options, if
any, shall be provided according to Employer's then current practices and
policy.
(1) The relative percentages of these components is subject to an
annual determination by the Compensation Committee of the Board
of Directors.
6
<PAGE>
(e) PERFORMANCE BONUS. Employee may be entitled to a Performance Bonus,
conditional upon the cumulative Net Operating Profit for the four year period
beginning January 1, 1995 and ending December 31, 1998 attributable to Combined
Employer Real Estate Software Products, together with any residential or
commercial real estate software products acquired by Employer after the
execution of this Agreement ("cumulative Net Operating Profit") exceeding the
Target Profit. The Target Profit is computed for the four-year period beginning
January 1, 1995 and ending December 31, 1998, unless Employee's employment is
terminated prior to December 31, 1998 pursuant to Section 4.4 or 4.5 of this
Agreement. If the Target Profit is achieved, Employee shall receive 20% of the
amount of the cumulative Net Operating Profit in excess of the Target Profit.
The cumulative Net Operating Profit shall be determined from Employer's monthly
income reports. The Target Profit at December 31, 1995 shall be $2,000,000.00.
The cumulative Target Profit at December 31, 1996 shall be $4,300,000.00, the
cumulative Target Profit at December 31, 1997 shall be $6,945,000.00, and the
cumulative Target Profit at December 31, 1998 shall be $10,000,000.00.(2) The
comparison of the cumulative Net Operating Profit and the Target Profit shall
always be for the same period of time. Subject to the termination provisions
set forth below, the Performance Bonus will be payable no later than March 1,
1999.
3.2 FRINGE BENEFITS. Employee shall be entitled, during his employment by
Employer, to receive and participate in Employer's employee welfare benefit
plans according to the terms and conditions thereof as such from time to time as
may be amended. Employee shall be entitled to a total of 15 days of vacation,
plus three floating personal days, with full pay per calendar year during the
term of this Agreement according to the Employer's rules and policies pertaining
thereto.
3.3 TRAVEL. Employee shall be entitled, during his Employment by Employer, to
travel in accordance with the policies and procedures of Employer pertaining
thereto.
3.4 BUSINESS EXPENSES. Employee shall be entitled, during his Employment by
Employer, to be reimbursed for all and any reasonable and necessary business
expenses incurred by him on behalf of Employer in accordance with the policies
and procedures of Employer pertaining thereto.
ARTICLE FOUR
TERM AND TERMINATION
4.1 TERM OF AGREEMENT. Unless earlier terminated as provided herein or by
mutual written agreement of Employer and Employee, this Agreement shall be in
force through December 31, 1998, after which time Employer shall not be under
any obligation whatsoever to continue Employee's employment or to make any
further payments of any kind hereunder to Employee, except for the payment of
the Performance Bonus as provided herein. If Employee continues in the employ
of Employer beyond the term of this Agreement, such continuation of employment
shall be pursuant to the Employer's standard policies, plans and procedures and
shall not be pursuant to this Agreement, except to the extent that the
provisions of this Agreement relating to confidentiality and non-competition
shall remain in full force and effect according to their terms.
(2) The purpose of stating the Target Profit at the end of 1996 and 1997
is to give benchmark dates for purposes of determining the
Performance Bonus in the event Employee's employment is terminated
pursuant to Sections 4.4 or 4.5 of this Agreement.
7
<PAGE>
4.2 TERMINATION OF EMPLOYMENT FOR CAUSE. Employer shall be entitled to
terminate Employee's employment at any time for Cause. If Employer terminates
Employee's employment for Cause, Employer shall have no further obligations to
Employee under any provision(s) of this Agreement, except that Employer shall
pay to Employee the compensation described in Section 3.1(b), (c) and (e) earned
by Employee to the date of termination. The manner to determine whether the
Employee is entitled to a Performance Bonus is described in Sections 3.1(e) and
7.2. Employer shall also pay the applicable Non-Competition Payment described
in Section 5.8.
4.3 VOLUNTARY TERMINATION BY EITHER PARTY. Employee may terminate the
employment portion of this Agreement voluntarily by giving one hundred twenty
(120) days written notice of such voluntary termination. Employer may terminate
the employment portion of this Agreement for reasons other than Cause by giving
one hundred twenty (120) days written notice of such termination.
4.4 EMPLOYEE'S VOLUNTARY TERMINATION OF EMPLOYMENT. In the event the Employee
terminates the employment portion of this Agreement prior to the expiration of
the last day of the twenty-fourth (24th) calendar month following the month this
Agreement is executed, (a) Employee shall immediately refund (without right of
offset) the entire $250,000.00 Signing Bonus described in Section 3.1(a) of this
Agreement; and (b) Employer shall pay to Employee the compensation described in
Section 3.1(b), (c) and (e) earned by Employee to the date of termination. The
manner to determine whether the Employee is entitled to a Performance Bonus is
described in Sections 3.1(e) and 7.2 of this Agreement. Employer shall also pay
the applicable Non-Competition Payments described in Section 5.8.
4.5 TERMINATION BY EMPLOYER OTHER THAN FOR CAUSE. If, during the term of this
Agreement, Employer terminates Employee's employment for any reason other than
for Cause, Employer's sole obligation and liability to Employee shall be:
(a) to pay 100% of Employee's COBRA fees for 12 full months following the
month in which Employee was terminated for any reason other than for Cause or
until Employee shall have commenced other employment, whichever shall be the
earlier;
(b) to pay Employee the compensation described in Section 3.1(b), (c) and
(e) earned by Employee to the date of termination. The manner to determine
whether the Employee is entitled to a Performance Bonus is described in Sections
3.1(e) and 7.2. Employer shall also pay the applicable Non-Competition Payments
described in Section 5.8.
(c) to pay Employee a sum equal to three (3) months of Employee's salary
described in Section 3.1(b), unless the accrued Performance Bonus described in
Section 4.5(b) is greater than three months salary, in which event the three
months salary will not be paid.
4.6 CONFIDENTIALITY AND NON-COMPETITION. Regardless of the manner of
termination, Employee's covenants relating to confidential information and
covenants not to compete shall remain in full force and effect according to
their terms.
8
<PAGE>
ARTICLE FIVE
ACKNOWLEDGMENTS, REPRESENTATIONS, WARRANTIES AND COVENANTS
5.1 CONFIDENTIAL INFORMATION. Employee acknowledges that Employer has acquired
and developed a special competence in the provision of certain types of
software, hardware and services in a national market and has accumulated
proprietary information not generally known to others in the field and more and
better Confidential Information about the foregoing subjects which are of unique
value in the conduct and growth of Employer and its Client's businesses.
5.2 ACCESS TO CONFIDENTIAL INFORMATION. Employee acknowledges that he will be
employed in a unique position of trust and confidence in which he will both
receive and contribute to the Confidential Information.
5.3 INVENTIONS; DEVELOPMENTS. Employee agrees to notify Employer of any
discovery, invention, innovation, or improvement which is related to the
business of Employer or to the business of any Client and Supplier (collectively
called "Developments") conceived of or developed by Employee during the term of
Employee's employment. Developments shall include, without limitation,
developments in computer language, software and hardware, logical systems,
algorithms, and other good intellectual properties related to computer
programming, hardware design, and networking. Employee agrees that Employer
shall have all copyright and patent rights with respect to any Development and
Derivative Works discovered, created or developed under this Agreement without
regard to the origin of the Development and Derivative Works. If and to the
extent that Employee may, under applicable law, be entitled to claim any
ownership interest or moral rights in the Development and Derivative Works,
Employee hereby transfers, grants, conveys, assigns, and relinquishes
exclusively to Employer any and all right, title and interest it now has or may
hereafter acquire in and to the Development and Derivative Works under patent,
copyright, trade secret and trademark law in perpetuity or for the longest
period otherwise permitted by law. Employee further agrees as to the
Development and Derivative Works to assist Employer in every reasonable way to
obtain and, from time to time, enforce patents, copyrights, trade secrets and
other rights and protection relating to said Development and Derivative Works,
and to that end, Employee and its employees will execute all documents for use
in applying for and obtaining such patents, copyrights, trade secrets and other
rights and protection with respect to such Development and Derivative works, as
Employer may desire, together with any assignments thereof to Employer or
persons designated by it. Employee's obligations to assist Employer in
obtaining and enforcing patents, copyrights, trade secrets and other rights and
protection relating to the Development and Derivative Works shall continue
beyond the termination of this Agreement.
5.4 PROTECTION OF GOODWILL. Employee acknowledges that in the course of
carrying out, performing, and fulfilling his responsibilities to Employer,
Employee will be given access to and be entrusted with Confidential Information
relating to Employer's business, Clients, suppliers and employees and that he
will develop, on behalf of Employer, personal acquaintances with Clients,
prospective Clients and Suppliers, which acquaintances may constitute Employer's
only contact with such persons. Employee acknowledges that (i) the goodwill of
Employer depends upon, among other things, its keeping the Confidential
Information and its proprietary information confidential and that unauthorized
disclosure of such Confidential Information and proprietary information would
irreparably damage Employer, and (ii) disclosure of any Confidential Information
or proprietary information to competitors of Employer or to the media or general
public would be highly detrimental to Employer. Employee further acknowledges
9
<PAGE>
that in the course of performing his obligations to Employer, he will be a
representative of Employer to Employer's Clients, Suppliers and employees. As
such, Employee will be responsible for maintaining or enhancing the business
and/or goodwill of Employer with those Clients, Suppliers and employees.
5.5 COVENANTS REGARDING CONFIDENTIAL INFORMATION. Employee hereby covenants
and agrees as follows:
(a) NEED TO RECEIVE CONFIDENTIAL INFORMATION. Employee acknowledges that
his knowledge and experience in the areas in which Employer conducts its
business can be further enhanced by his employment with Employer. Employee
recognizes that he will be less effective and of less benefit to Employer if he
does not have access to Employer's Confidential Information. Employee further
acknowledges that, without receiving Confidential Information imparted to him by
Employer, he will be less valuable to Employer in Employer's field of endeavor.
(b) NONDISCLOSURE OF CONFIDENTIAL INFORMATION. Except for such
Confidential Information which is or becomes generally available to the public
other than as a result of disclosure by Employee or which Employer is or becomes
compelled to disclose by judicial or administrative process (or which is
required to be disclosed by law), Employee shall not, during his employment with
Employer or at any time after termination of his employment, irrespective of the
time, manner, or cause of termination, use, disclose, copy, or assist any other
person or firm in the use, disclosure, or copying of any Confidential
Information.
(c) RETURN OF CONFIDENTIAL INFORMATION. Upon termination of Employee's
employment, irrespective of the time, manner, or reason of termination, or,
prior to such termination, upon request of Employee, Employee agrees to deliver
to Employer all Confidential Information and all copies thereof along with any
and all other property belonging to Employer, any Client, or any Suppliers
whatsoever (regardless of whether Employee in any way generated same).
5.6 COVENANTS NOT TO COMPETE.
(a) Subject to the provisions of paragraph 5.6(b), Employee, within the
territory of the United States, will not -- directly or indirectly, in any form,
fashion, or manner, either through any kind of ownership or as a stockholder,
director, officer, principal, agent, employee, employer, advisor, consultant,
partner, creditor, investor, donee, lessor or in any other form (including
waiver or forbearance) or capacity, individual or representative, whatever,
either for Employee's own benefit or for the benefit of any other person, firm,
partnership, association, corporation, or other entity, without the prior
written consent of the President of the Employer -- compete, or cause or enable
others to compete, with Employer. Without limiting the generality of the
foregoing, the Employee, during the Restricted Period shall not engage in any of
the following acts, which acts, without limitation, shall be considered
violations of this covenant not to compete and breaches of the fiduciary
obligations owed by Employee to Employer; provided, however, that nothing herein
contained shall be deemed to prevent or limit the right of Employee to invest
any of his personal funds in the securities of any competing publicly traded
corporation provided Employee owns less than one percent (1%) of such
corporation's issued and outstanding capital stock:
(1) Engage, or assist others to engage, in any Competing Business;
10
<PAGE>
(2) Directly or indirectly, design, develop, distribute, sell,
license, loan or give any product or service which is competitive with any
product or service of Employer; or
(3) Solicit, contact, or service any Clients of Employer for a
Competing Business;
(4) Give or attempt to give any person or entity assistance with
soliciting, contacting, or serving any Clients of Employer for a Competing
Business;
(5) Induce or attempt to induce any Client or any Supplier of
Employer to withdraw, curtail, divert, or cancel its business with Employer or
in any manner modify or fail to enter into any actual or potential business
relationship with Employer;
(6) Induce or attempt to induce any employee of Employer or of any
independent contractor providing services to or on behalf of Employer, to
terminate their employment or other business relationship with Employer;
(7) Employ, assist in employing, or otherwise associate in a
Competing Business with any employee or former employee of Employer; or
(8) Disclose, use or appropriate any Confidential Information in
behalf of a Competing Business.
(b) The provisions of paragraph 5.6(a) shall be applicable only as follows
(the "Restricted Periods"):
(1) During the Employee's employment by Employer;
(2) For 24 full months next following the month in which Employee
shall have been discharged by Employer;
(3) For 36 full months next following the month in which Employee
shall have voluntarily resigned his employment by Employer.
5.7 NON-COMPETE ANCILLARY TO EMPLOYMENT AGREEMENT. The provisions of this
Agreement which are covenants not to compete are ancillary to the employment
agreement herein set forth.
5.8 NON-COMPETITION PAYMENT. In consideration of the foregoing covenants not
to compete, Employer will pay Employee Three Hundred Thousand Dollars
($300,000.00) and simple interest on the accrued and unpaid balance at the rate
of six percent (6%) per annum, payable in five consecutive annual installments
of $60,000.00 (the "Non-Competition Payment"). The Non-Competition Payment
shall not be offset for any reason other than breach of the covenants described
in Section 5.6(a). The initial installment shall be payable on the day this
Agreement is executed, and each succeeding installment shall be paid on the last
day of the like anniversary month of this Agreement for each succeeding four
years provided Employee is not in breach hereunder.
5.9 TRADE SECRETS OF OTHERS. Employee represents, warrants and covenants to
Employer that (i) the terms of this Agreement and his employment by the Employer
do not and will not breach any agreement between Employee and any other entity;
(ii) that Employee will not disclose to the Employer, or to any director,
officer, employee or agent thereof, any confidential or proprietary information
11
<PAGE>
or material belonging to any other entity; and (iii) that during Employee's
employment by Employer, he will not use or attempt to use without prior
permission of the owner thereof, any confidential or proprietary information or
material belonging to any other entity in behalf of the Employer. Employee
further agrees and covenants that, during the term of this Agreement and his
employment by Employer, he will not breach any agreement to keep in confidence
proprietary information, knowledge, or data acquired by Employee in confidence
or in trust prior to employment with Employer, and Employee will not disclose to
Employer, or induce or cause Employer to use, any confidential or proprietary
information or material belonging to any previous employer or others.
5.10 OUTSIDE FEES. Employee agrees and covenants not to solicit or receive any
income or other compensation from any third party, including, without
limitation, any supplier, client, customer, or employee of Employer, in
connection with his employment with Employer.
5.11 PRIOR OBLIGATIONS OF EMPLOYEE. Employee represents and warrants that he
has not previously assumed any obligations inconsistent with those of this
Agreement.
5.12 EMPLOYEE'S INDEMNIFICATION OF EMPLOYER. Employee agrees and covenants to
indemnify and hold harmless Employer from and against any and all claims,
demands, fees (including without limitation reasonable attorneys' fees), and
expenses, arising from or in connection with a material breach by Employee of
this Agreement.
ARTICLE SIX
ENFORCEMENT OF COVENANTS
6.1 GENERAL. Regardless of whether Employee quits, retires, dies, or is
partially or permanently disabled or is otherwise terminated by Employer
(whether or not for Cause), all enforcement rights of Employer under this
Agreement shall continue in full force and effect.
6.2 RELIEF. Employee agrees that a breach on his part of any covenant
contained in this Agreement will cause such damage to Employer as will be
immediate and irreparable and for that reason, Employee further agrees that
Employer shall be entitled as a matter of right, in addition to any other remedy
available to it, to a temporary restraining order, and an injunction (temporary
and permanent) by any court of competent jurisdiction, restraining any further
violation of such covenants by Employee, his employees, partners, or agents
without the Employer being required to prove irreparable damage or lack of an
adequate remedy at law. These rights of restraint and injunction shall be
cumulative and in addition to whatever other legal and equitable remedies
Employer may have, including, specifically, recovery of damages.
6.3 EXTENSION OF RESTRICTED PERIODS FOR INJUNCTIVE RELIEF. If Employee
violates the covenants and restrictions herein and Employer brings legal action
for injunctive or other equitable relief, Employer shall not be deprived of the
benefit of the full period of the restrictive covenant as a result of the time
involved in obtaining the relief. Accordingly, Employee agrees that the
Restricted Periods shall be extended by the period of time Employee shall have
been in violation of his Restricted Periods obligations.
12
<PAGE>
6.4 REASONABLENESS OF RESTRICTIONS. Employee expressly acknowledges and agrees
that his experience and abilities are such that his observance of the covenants
and restrictive agreements contained herein are reasonable as to scope,
location, and duration and that such observation will not cause Employee undue
hardship or unreasonably interfere with Employee's ability to earn a livelihood
and practice Employee's present skills and trades. Employee has consulted with
legal counsel of his selection regarding the meaning of the covenants and
restrictions, which have been explained to his satisfaction. Employee further
agrees that such covenants and agreements shall be construed in such a manner as
to be enforceable under applicable laws in the event that a court of competent
jurisdiction determines that a more limited scope, location, or duration is
required as more fully described in Section 7.13 below.
6.5 SURVIVAL OF COVENANTS. If Employee's employment relationship with Employer
is terminated, with or without Cause, then the provisions of paragraphs 5.3,
5.4, 5.5 and 5.6 shall continue to be binding upon Employee in accordance with
their respective terms notwithstanding such termination, and, without limiting
the generality of the foregoing, (a) the covenants contained in Section 5.5
above shall survive indefinitely and (b) the covenants contained in Section 5.6
above shall (subject to extension pursuant to Section 6.3 above) survive during
the Restricted Periods or any extension thereof. During the Restricted Periods,
the covenants shall remain in full force and effect as if Employee's employment
relationship were continuing.
6.6 RIGHT OF OFFSET. In the event Employee breaches this Agreement, Employer
shall have the right of offset as to its obligations hereunder other than (i)
Employer's obligation to pay Employee for his salary as set out in Section
3.1(b) hereof and (ii) Employer's obligations under Section 5.8 of this
Agreement.
ARTICLE SEVEN
MISCELLANEOUS
7.1 EXECUTION AND DELIVERY OF SALE OF ASSETS AGREEMENT. Should the Sale of
Assets Agreement and the Operative Documents not be fully executed and delivered
contemporaneously with the execution of this Agreement, all signatures and all
deliveries of this Agreement shall be deemed to have been properly revoked and
of no force nor effect, and this Agreement shall immediately terminate without
having created any obligation or liability of any Party to any other Party.
7.2 CALCULATION OF THE TARGET PROFIT.
(a) If Employee's employment is terminated for any reason, and the period
of time for which the Employee is entitled to the Performance Bonus ends on
December 31 of a particular year, the Target Profit shall be as described in
Section 3.1(e) of this Agreement.
(b) If Employee's employment is terminated for any reason, and the period
of time for which the Employee is entitled to the Performance Bonus ends on a
month other than December, the Target Profit shall be prorated so that Employee
shall receive the applicable Performance Bonus through the end of the month
immediately preceding such termination.
7.3 NO PUBLIC NOTICE UPON DEPARTURE. Upon termination of Employee's employment
hereunder for any reason, Employee shall not provide public notice of his
departure.
13
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7.4 ASSIGNMENT. This Agreement and the rights hereunder shall inure to the
benefit of Employer, the assigns of Employer, and any successor of Employer by
merger or consolidation or any assignee of all or substantially all of
Employer's assets.
7.5 AGREEMENT PERSONAL TO EMPLOYEE. This is an agreement for the personal
services of Employee, and none of Employee's obligations hereunder may be
assigned.
7.6 REIMBURSEMENT OF EXPENSES. The prevailing party in any litigation between
Employer and Employee shall be reimbursed from the other party hereto for any
reasonable legal fees and all other costs incurred by such prevailing party in
enforcing this Agreement. Fees payable hereunder shall be in addition to any
other damages, fees, or amounts provided for herein.
7.7 NOTICES. All notices provided for by this Agreement shall be made in
writing either (a) by actual delivery of the notice into the hands of the party
entitled to notice or (b) by the mailing of the notice in the United States mail
to the addresses of the party entitled to notice as set forth in the Preamble,
or at the last known mailing address delivered in writing to the other party
hereto, certified mail, postage prepaid, return receipt requested. The notice
shall be deemed to be received on the date of actual delivery, in the case of
delivery as described in (a) above, or on the date such notice was deposited in
the United States mail, in the case of (b) above.
7.8 WAIVER OF BREACH. The waiver by a Party hereto of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach by the other Party.
7.9 MULTIPLE COUNTERPARTS. This Agreement may be executed simultaneously in
multiple counterparts, each of which for all purposes is to be deemed an
original, and all of which constitute, collectively, one agreement.
7.10 DESCRIPTIVE HEADINGS. The descriptive headings contained herein are for
convenience only and shall not control or affect the meaning or construction of
any provision of this Agreement.
7.11 ENTIRE AGREEMENT. This Agreement shall comprise the entire agreement
between the parties hereto relating to Employee's employment with Employer and
hereby supersedes, replaces, and revokes any and all other promises,
understandings or agreements, whether written or oral, between the parties
hereto.
7.12 AMENDMENT. No variation, amendment or modification hereof shall be deemed
valid unless contained in a writing with like formalities signed by each of the
parties hereto, which writing shall make express reference to this Agreement.
7.13 SAVINGS CLAUSE. The parties intend this Agreement to be valid and enforced
as written; however, if any provision, or any part hereof, is held to be
invalid, illegal, or unenforceable because of the scope, location, duration,
subject matter or geographic area covered by such provision, or for any other
reason, Employer and Employee agree that the court making such determination
shall have the power to modify or reduce the scope, location, duration, subject
matter, and/or geographical area of such provision to make such provision
enforceable to the fullest extent permitted by law, and/or to delete specific
words and phrases, and in its modified or reduced form such provision shall then
be enforceable and shall be enforced.
14
<PAGE>
7.14 GOVERNING LAW. THIS AGREEMENT, ITS VALIDITY, CONSTRUCTION, AND ENFORCEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF
THE STATE OF TEXAS.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, in
Dallas, Texas, as of the day and year first above written, the execution hereof
on behalf of Employer being made by a duly authorized person.
COMPUTER LANGUAGE RESEARCH, INC.
M. Brian Healy
- -------------------------------
By: M. Brian Healy
Its: Group Vice President
EMPLOYEE ACKNOWLEDGES THAT HE HAS HAD SUFFICIENT TIME TO READ THIS AGREEMENT AND
THAT HE HAS READ THIS AGREEMENT AND HAS CONSULTED WITH LEGAL COUNSEL OF HIS
CHOOSING AND UNDERSTANDS AND INTENDS TO BE BOUND BY ITS TERMS.
EMPLOYEE
Lynn J. Finlinson
- -------------------------------
Lynn J. Finlinson
15
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONSOLIDATED
FINANCIAL STATEMENTS PRESENTED IN THE 1995 FORM 10-K AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH CONSOLIDATED FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 13,641
<SECURITIES> 0
<RECEIVABLES> 27,223
<ALLOWANCES> 608
<INVENTORY> 0
<CURRENT-ASSETS> 43,933
<PP&E> 59,989
<DEPRECIATION> 39,527
<TOTAL-ASSETS> 99,060
<CURRENT-LIABILITIES> 30,836
<BONDS> 937
0
0
<COMMON> 149
<OTHER-SE> 65,400
<TOTAL-LIABILITY-AND-EQUITY> 99,060
<SALES> 110,703
<TOTAL-REVENUES> 110,703
<CGS> 56,109
<TOTAL-COSTS> 56,109
<OTHER-EXPENSES> 46,762
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8
<INCOME-PRETAX> 9,123
<INCOME-TAX> 2,264
<INCOME-CONTINUING> 6,859
<DISCONTINUED> 4,796
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11,655
<EPS-PRIMARY> 0.81
<EPS-DILUTED> 0.81
</TABLE>
