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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC. 20549
FORM 10-Q
Mark One Quarterly Report Pursuant to Section 13 or 15(d) of the
[X] Securities Exchange Act of 1934
FOR THE QUARTERLY PERIOD ENDED JULY 31, 2000
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from _____ to _____.
Commission file number 0-19349
SOFTWARE SPECTRUM, INC.
(Exact name of registrant as specified in its charter)
Texas 75-1878002
------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2140 MERRITT DRIVE
GARLAND, TEXAS
75041
(Address of principal executive offices)
(Zip Code)
972-840-6600
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the Registrant (l) 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
--- ---
At September 8, 2000, the Registrant had outstanding 3,552,916 shares of
its Common Stock, par value $.01 per share.
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INDEX
<TABLE>
<CAPTION>
PAGE
PART I. FINANCIAL INFORMATION NUMBER
<S> <C>
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets at July 31, 2000
and April 30, 2000 1
Consolidated Statements of Income for the
Three Months Ended
July 31, 2000 and 1999 2
Consolidated Statements of Cash Flows
for the Three Months Ended
July 31, 2000 and 1999 3
Notes to Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 6
Item 3. Quantitative and Qualitative Disclosures About Market Risk 9
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 10
</TABLE>
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SOFTWARE SPECTRUM, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
<TABLE>
<CAPTION>
ASSETS
July 31, April 30,
2000 2000
--------- ---------
(Unaudited)
<S> <C> <C>
Current assets
Cash and cash equivalents $ 4,666 $ 5,652
Trade accounts receivable, net of allowance for doubtful
accounts of $2,688 at July 31 and $2,767 at April 30 138,698 145,954
Prepaid expenses 1,524 1,031
Net assets of discontinued operations 8,318 12,037
Other current assets 4,554 4,869
--------- ---------
Total current assets 157,760 169,543
Furniture, equipment and leasehold improvements, at cost 50,535 48,108
Less accumulated depreciation and amortization 28,967 27,301
--------- ---------
21,568 20,807
Other assets, consisting primarily of goodwill, net of accumulated
amortization of $10,463 at July 31 and $9,819 at April 30 41,652 42,504
--------- ---------
$ 220,980 $ 232,854
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Current maturities of long-term debt $ -- $ 63
Trade accounts payable 127,704 135,410
Other current liabilities 14,413 24,602
--------- ---------
Total current liabilities 142,117 160,075
Long-term debt, less current maturities 13,800 7,800
Shareholders' equity
Preferred stock, par value $.01; authorized, 1,000,000 shares;
issued and outstanding, none -- --
Common stock, par value $.01; authorized, 20,000,000 shares;
issued, 4,594,294 shares at July 31 and 4,585,140 shares at April 30 46 46
Additional paid-in capital 42,415 42,292
Retained earnings 40,273 39,897
Currency translation adjustments (3,517) (4,267)
--------- ---------
79,217 77,968
Less treasury stock at cost - 912,801 shares at July 31
and 841,201 shares at April 30 14,154 12,989
--------- ---------
Total shareholders' equity 65,063 64,979
--------- ---------
$ 220,980 $ 232,854
========= =========
</TABLE>
See notes to consolidated financial statements.
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SOFTWARE SPECTRUM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended
July 31,
------------------------
2000 1999
--------- ---------
<S> <C> <C>
Net sales
Software services $ 248,470 $ 214,998
Support services 15,429 13,405
--------- ---------
263,899 228,403
--------- ---------
Cost of sales
Software services 229,070 193,675
Support services 12,029 11,067
--------- ---------
241,099 204,742
--------- ---------
Gross margin 22,800 23,661
Selling, general and administrative expenses 19,516 18,003
Depreciation and amortization 2,570 2,341
--------- ---------
Operating income 714 3,317
Interest expense (income)
Interest expense 359 250
Interest income (283) (189)
--------- ---------
76 61
--------- ---------
Income before income taxes 638 3,256
Income tax expense 262 1,323
--------- ---------
Income from continuing operations 376 1,933
Loss from operations of discontinued professional services
business (net of applicable tax benefit) -- 486
--------- ---------
Net income $ 376 $ 1,447
========= =========
Earnings per share - basic and diluted
Income from continuing operations $ 0.10 $ 0.47
========= =========
Net income $ 0.10 $ 0.35
========= =========
Weighted average shares outstanding
Basic 3,721 4,108
========= =========
Diluted 3,740 4,124
========= =========
</TABLE>
See notes to consolidated financial statements.
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SOFTWARE SPECTRUM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
<TABLE>
<CAPTION>
Three Months Ended
July 31,
----------------------
2000 1999
-------- --------
<S> <C> <C>
Operating activities
Income from continuing operations $ 376 $ 1,933
Adjustments to reconcile income from continuing operations to
net cash used in operating activities
Provision for bad debts 227 588
Depreciation and amortization 2,570 2,341
Changes in operating assets and liabilities
Trade accounts receivable 7,076 (9,568)
Prepaid expenses and other assets (735) 397
Trade accounts payable and other
current liabilities (15,065) (2,534)
-------- --------
Net cash used in operating activities (5,551) (6,843)
-------- --------
Investing activities
Purchase of furniture, equipment and
leasehold improvements (2,677) (2,886)
-------- --------
Net cash used in investing activities (2,677) (2,886)
-------- --------
Financing activities
Borrowings on long-term debt 38,765 24,930
Repayments of long-term debt (32,828) (22,432)
Proceeds from stock issuance 123 164
Purchase of treasury stock (1,165) (243)
-------- --------
Net cash provided by financing activities 4,895 2,419
-------- --------
Effect of exchange rate changes on cash 592 32
-------- --------
Net cash used in continuing operations (2,741) (7,278)
Net cash provided by (used in) discontinued operations 1,755 (2,647)
-------- --------
Decrease in cash and cash equivalents (986) (9,925)
Cash and cash equivalents at beginning of year 5,652 20,084
-------- --------
Cash and cash equivalents at end of year $ 4,666 $ 10,159
======== ========
Supplemental disclosure of cash paid during the year
Income taxes $ 62 $ 498
Interest 315 177
</TABLE>
See notes to consolidated financial statements.
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SOFTWARE SPECTRUM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE A -- BASIS OF PRESENTATION AND ACCOUNTING POLICIES
The accompanying financial statements include the accounts of Software Spectrum,
Inc. (the "Company") and its wholly-owned subsidiaries. All intercompany
accounts and transactions have been eliminated in consolidation. Certain prior
period amounts have been reclassified to conform to the current period
presentation.
The consolidated financial statements contained herein have been prepared by the
Company pursuant to the rules and regulations of the Securities and Exchange
Commission. In the opinion of management, all adjustments necessary for a fair
presentation of the consolidated financial position as of July 31, 2000 and the
consolidated results of operations and consolidated cash flows for the three
months ended July 31, 2000 and 1999 have been made. In addition, all such
adjustments made, in the opinion of management, are of a normal recurring
nature. The results of operations for the periods presented are not necessarily
indicative of the results to be expected for the full fiscal year.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to the interim reporting rules of the
Securities and Exchange Commission. The interim consolidated financial
statements should be read in conjunction with the audited consolidated financial
statements and related notes for the year ended April 30, 2000, included in the
Company's 2000 Annual Report on Form 10-K.
NOTE B -- DISCONTINUED OPERATIONS
In May 2000, the Company announced a plan to exit the professional services
business. In accordance with this plan, 10 of the Company's 16 professional
services sites were closed effective May 31, 2000. The Company sold its three
Asia/Pacific sites, excluding accounts receivable, effective July 31, 2000 for
approximately $725,000 and its three remaining North American sites effective
August 31, 2000.
The financial data related to the professional services business is classified
as discontinued operations for all periods presented.
The loss from discontinued operations for the three months ended July 31, 1999
included revenues of $13.4 million and an income tax benefit of $274,000.
The net assets of discontinued operations were as follows:
<TABLE>
<CAPTION>
July 31, April 30,
2000 2000
-------- --------
<S> <C> <C>
Accounts receivable, net $ 7,099 $ 11,051
Prepaid expenses and other current assets 195 317
Furniture, equipment and leasehold improvements, net 3,021 3,244
Other assets 199 201
Trade accounts payable (89) (187)
Other current liabilities (2,107) (2,589)
-------- --------
$ 8,318 $ 12,037
======== ========
</TABLE>
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SOFTWARE SPECTRUM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE C -- OTHER COMPREHENSIVE INCOME
The components of comprehensive income are as follows (in thousands):
<TABLE>
<CAPTION>
Three Months Ended
July 31,
-------------------
2000 1999
------- -------
<S> <C> <C>
Net income $ 376 $ 1,447
Currency translation adjustments 750 (130)
------- -------
Comprehensive income $ 1,126 $ 1,317
======= =======
</TABLE>
NOTE D -- EARNINGS PER SHARE
The following table (in thousands, except per share amounts) sets forth the
computation of basic and diluted earnings per share. Outstanding options that
were not included in the computation of diluted earnings per share because the
exercise price of the options was greater than the average market price of the
common shares totaled approximately 171,000 and 391,000 shares for the three
months ended July 31, 2000 and 1999, respectively.
<TABLE>
<CAPTION>
Three Months Ended
July 31,
-------------------
2000 1999
------- -------
<S> <C> <C>
Income from continuing operations $ 376 $ 1,933
======= =======
Loss from discontinued operations $ -- $ (486)
======= =======
Weighted average shares outstanding - basic 3,721 4,108
Effect of dilutive employee and director stock options 19 16
------- -------
Weighted average shares outstanding - diluted 3,740 4,124
------- -------
Earnings per share from continuing operations - basic and diluted $ 0.10 $ 0.47
======= =======
Loss per share from discontinued operations - basic and diluted $ -- $ (0.12)
======= =======
</TABLE>
NOTE E -- BUSINESS SEGMENTS
Information for the Company's reportable segments for the three months ended
July 31, 2000 and 1999 is presented below (in thousands):
<TABLE>
<CAPTION>
Three Months Ended
July 31,
------------------------
2000 1999
--------- ---------
<S> <C> <C>
Net sales
Software services $ 248,470 $ 214,998
Support services 15,429 13,405
--------- ---------
$ 263,899 $ 228,403
========= =========
Operating income (loss)
Software services $ 10,723 $ 12,948
Support services (165) (158)
Unallocated corporate overhead (9,844) (9,473)
--------- ---------
$ 714 $ 3,317
========= =========
</TABLE>
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
The Company is a global business-to-business software services provider that
delivers comprehensive information technology solutions to organizations
throughout North America, Europe and Asia/Pacific. The Company sells personal
computer ("PC") software through volume licensing and maintenance ("VLM")
agreements or right-to-copy arrangements, and full-packaged PC software
products. In addition, the Company provides technical support services to
software publishers, Internet service providers and other organizations.
In May 2000, the Company announced a plan to exit the professional services
business. In accordance with this plan, 10 of the Company's 16 professional
services sites were closed effective May 31, 2000. The Company sold its three
Asia/Pacific sites effective July 31, 2000 and its three remaining North
American sites effective August 31, 2000. The financial data related to the
professional services business is classified as discontinued operations for all
periods presented.
The following table sets forth certain items from the Company's Consolidated
Statements of Income expressed as a percentage of net sales.
<TABLE>
<CAPTION>
Three Months Ended
July 31,
------------------
2000 1999
------ ------
<S> <C> <C>
Net sales 100.0% 100.0%
Cost of sales 91.4 89.6
------ ------
Gross margin 8.6 10.4
Selling, general and administrative expenses 7.4 7.9
Depreciation and amortization 0.9 1.0
------ ------
Operating income 0.3 1.5
Interest expense, net 0.1 0.1
------ ------
Income before income taxes 0.2 1.4
Income tax expense 0.1 0.6
------ ------
Income from continuing operations 0.1% 0.8%
====== ======
</TABLE>
NET SALES
Software sales for the three months ended July 31, 2000 increased approximately
16% over those for the three months ended July 31, 1999 primarily due to
increased VLM sales in North America. Sales of software through VLM agreements
represented approximately 86% of software sales for the three months ended July
31, 2000 compared to approximately 85% for the three months ended July 31, 1999.
For the three months ended July 31, 2000, support services revenues increased by
15% as compared to the three months ended July 31, 1999. The increase was
attributable to increased business in the Company's Tampa call center, which
opened in June 1999. Support services represented approximately 6% of the
Company's overall sales for the three months ended July 31, 2000 and July 31,
1999 and generated approximately 15% and 10%, respectively, of the Company's
gross margin dollars. The Company expects
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that the percentage of gross margin dollars provided by support services will
increase as the Company continues to develop and expand this aspect of its
business.
The Company believes future increases in sales will depend upon its ability to
maintain and increase its customer base, to develop and expand its support
services and to capitalize on continued growth in desktop technology markets
around the world.
INTERNATIONAL OPERATIONS
For the three months ended July 31, 2000, sales outside of North America
increased 11% to $40 million, as compared to $36 million for the three months
ended July 31, 1999. Sales in Europe increased 19% to $17 million for the three
months ended July 31, 2000, while sales in Asia/Pacific increased 6% to $23
million during the same period.
For the three months ended July 31, 2000 and July 31, 1999, fluctuations in
foreign currencies reduced operating income by approximately $290,000 and
$419,000, respectively.
GROSS MARGIN
Overall gross margin as a percentage of net sales was 8.6% for the three months
ended July 31, 2000, as compared to 10.4% for the comparable period of the prior
year. The decrease in overall gross margin as a percentage of net sales is due
to lower gross margins on software sales. For the three months ended July 31,
2000, gross margin on the sale of PC software decreased to 7.8%, as compared to
9.9% for the three months ended July 31, 1999, primarily due to price
competition and decreased financial incentives received from suppliers.
The Company generally realizes lower gross margins as a percentage of net sales
on sales of software through VLM agreements, as compared to sales of
full-packaged software products. Therefore, the Company believes that gross
margin percentages on sales of software may decline if the volume of software
product sales by the Company through VLM agreements, particularly
enterprise-wide agreements, continues or if publishers respond to continued
market pressures by reducing financial incentives to resellers. This potential
decrease in product gross margin percentages may be partially offset by
anticipated increases in gross margin dollars generated by support services.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative ("SG&A") expenses include the costs of the
Company's sales and marketing organization as well as purchasing and corporate
administrative costs. For the three months ended July 31, 2000, SG&A expenses,
as a percentage of net sales, decreased to 7.4%, as compared to 7.9% for the
three months ended July 31, 1999. The decrease is due to operating efficiencies
realized in the product services area due to increased sales and more frequent
use of the Company's electronic offerings. The Company remains focused on
controlling operating costs in both of its business lines.
DEPRECIATION AND AMORTIZATION
The increase in depreciation and amortization for the three months ended July
31, 2000, as compared to the three months ended July 31, 1999, reflects
additional depreciation on the higher level of fixed assets utilized in the
Company's support services business in fiscal 2001.
INCOME TAX EXPENSE
The Company's effective tax rate was approximately 41% for both the three months
ended July 31, 2000 and 1999.
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OPERATING INCOME
Operating income for the three months ended July 31, 2000 was $714,000, compared
to $3.3 million for the three months ended July 31, 1999. The decrease in
operating income is primarily due to the reduced gross margin percentage on
software sales.
LIQUIDITY AND CAPITAL RESOURCES
At July 31, 2000, the Company had approximately $5 million in cash and cash
equivalents and had $13.8 million outstanding under its $100 million revolving
credit facility. The credit facility, which is secured by accounts receivable,
inventory and a pledge of the stock of certain of the Company's subsidiaries,
permits the Company to borrow up to $100 million, subject to availability under
its borrowing base. As of July 31, 2000, the Company had approximately $56
million of additional borrowing availability under its credit facility. The
facility expires in March 2002.
The decrease in trade accounts receivable and trade accounts payable from April
30, 2000 to July 31, 2000 is due to lower sales in the final month of the
quarter. At July 31, 2000 and April 30, 2000, accounts receivable represented
approximately 51 and 48 days of historical sales, respectively.
For the three months ended July 31, 2000, the Company's operating activities
used $5.6 million of cash compared to $6.8 million of cash used in operations
during the three months ended July 31, 1999. The decrease in cash used in
operations is primarily due to the timing of certain payments to the Company's
vendors and the timing of the collection of a few large receivables offset by
the reduction in income from continuing operations.
The increase in furniture, equipment and leasehold improvements from April 30,
2000 to July 31, 2000 reflects approximately $2.7 million of capital
expenditures related primarily to the ongoing investment in the Company's
computer systems and support services facilities.
The Company expects that its cash requirements for fiscal 2001 will be satisfied
from cash flow from operations and borrowings under its credit facility.
In 1997, the Company implemented a stock repurchase program which allows for the
purchase of the Company's Common Stock from time to time in the open market or
through privately negotiated transactions. The Company funds such purchases with
cash or borrowings under the Company's credit facility. As of September 8, 2000
the Company had repurchased 991,800 shares of Common Stock, fully utilizing the
$15 million authorized to-date under the stock repurchase program.
EURO CURRENCY ISSUES
On January 1, 1999, eleven of the fifteen member countries of the European Union
introduced a common legal currency called the Euro, which is intended to replace
the currently existing currencies of the participating countries by January
2002. The Company does not believe that use of the Euro has or will materially
impact its financial condition, operating results or use of derivative
instruments.
FACTORS THAT MAY AFFECT FUTURE RESULTS
Other than statements of historical fact, this Management's Discussion and
Analysis of Financial Condition and Results of Operations includes certain
statements of the Company that may constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
These statements include future market trends, expectations concerning the
Company's growth, estimates regarding the economy and the software industry in
general, key performance indicators that impact the Company, statements
regarding market risk and statements included in the Euro Currency discussion
above. In developing any forward-looking statements, the Company makes a number
of assumptions, including expectations for continued market growth, supplier
relationships, anticipated revenue and gross margin levels, and cost savings and
efficiencies that include the ability of the Company to develop electronic
strategies. Although the Company believes these assumptions are reasonable, no
assurance can be given
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that they will prove correct. The Company's ability to continue to grow product
sales, develop its support services business and improve operational
efficiencies will be key to its success in the future. If the industry's or the
Company's performance differs materially from these assumptions or estimates,
Software Spectrum's actual results could vary significantly from the estimated
performance reflected in any forward-looking statements. Accordingly,
forward-looking statements should not be relied upon as a prediction of actual
results. The Company's report on Form 10-K for the fiscal year ended April 30,
2000 contains certain cautionary statements under "Forward-Looking Information"
that identify factors that could cause the Company's actual results to differ
materially from those in the forward-looking statements in this discussion. All
forward-looking statements in this discussion are expressly qualified in their
entirety by the cautionary statements in this paragraph and under
"Forward-Looking Information" in the Company's Form 10-K.
INFLATION
The Company believes that inflation has not had a material impact on its
operations or liquidity to date.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Information about market risks for the three months ended July 31, 2000 does not
differ materially from that discussed in Item 7 of the Company's Annual Report
on Form 10-K for its fiscal year ended April 30, 2000.
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PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 10.18(c) - Consent, Waiver and Third Amendment to Amended and
Restated Credit Agreement, dated as of July 31, 2000 among the
Company, the Chase Manhattan Bank, as Administrative Agent, Chase Bank
of Texas, National Association, as Collateral Agent, and other
participating financial institutions.
Exhibit 27(a) - Financial Data Schedule
Exhibit 27(b) - Restated Financial Data Schedule for the three months
ended July 31, 1999
Exhibit 27(c) - Restated Financial Data Schedule for the three months
ended July 31, 1998
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the three month period ended
July 31, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SOFTWARE SPECTRUM, INC.
Date: September 14, 2000 By: /s/ James W. Brown
-----------------------------------------------
James W. Brown
Vice President and Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
10.18(c) Consent, Waiver and Third Amendment to Amended and Restated
Credit Agreement, dated as of July 31, 2000 among the Company,
the Chase Manhattan Bank, as Administrative Agent, Chase Bank of
Texas, National Association, as Collateral Agent, and other
participating financial institutions.
27(a) Financial Data Schedule
27(b) Restated Financial Data Schedule for the three months ended July
31, 1999
27(c) Restated Financial Data Schedule for the three months ended July
31, 1998
</TABLE>
