-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LcYSskDJ9t2AN2xjMIWIgqEkgxDugfJO4ppcd8GR1AzqEtt+FoqMT6ykU1UBV+dz wd+VRoZX2kTPAxrbMZiuKA== 0000927356-96-000824.txt : 19960910 0000927356-96-000824.hdr.sgml : 19960910 ACCESSION NUMBER: 0000927356-96-000824 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960628 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960909 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CSG SYSTEMS INTERNATIONAL INC CENTRAL INDEX KEY: 0001005757 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 470783182 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-27512 FILM NUMBER: 96627682 BUSINESS ADDRESS: STREET 1: 5251 DTC PARKWAY SUITE 625 CITY: ENGLEWOOD STATE: CO ZIP: 80111 BUSINESS PHONE: 3037962850 MAIL ADDRESS: STREET 1: 5251 DTC PARKWAY SUITE 625 CITY: ENGLEWOOD STATE: CO ZIP: 80111 8-K/A 1 FORM 8-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K (A) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) September 9, 1996 (June 28, 1996) CSG SYSTEMS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-27512 47-0783182 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number Identification No.) 5251 DTC Parkway, Suite 625, Englewood, Colorado 80111 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (303) 796-2850 1 CSG SYSTEMS INTERNATIONAL, INC. FORM 8-K (A) CSG Systems International, Inc. (the Company) hereby amends Item 7 of its Form 8-K filed on July 10, 1996 to report an event occurring on June 28, 1996 to include the following: Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Financial statements of businesses acquired The following financial statements of Bytel Limited are filed with this report: Page ---- Auditors' Report 5 Profit and Loss Account for the year ended 30 April 1996 6 Balance Sheet as at 30 April 1996 7 Cash Flow Statement for the year ended 30 April 1996 8 Notes to the Financial Statements for the year ended 30 April 1996 9-13 (b) Pro forma financial information The following unaudited pro forma combined financial statements are filed with this report: Pro Forma Combined Statement of Operations: Year ended December 31, 1995 14 Six months ended June 30, 1996 15 Notes to Pro Forma Combined Financial Statements 16 The unaudited pro forma combined statements of operations for the year ended December 31, 1995, and for the six months ended June 30, 1996, give effect to the Company's acquisition of 100% of the capital stock of Bytel Limited (Bytel) as if it occurred on January 1, 1995, using the purchase method of accounting. The unaudited pro forma combined financial statements presented herein are shown for illustrative purposes only and are not necessarily indicative of the future financial position or future results of operations of the Company, or of the financial position or results of operations of the Company that would have actually occurred had the transaction been in effect as of the date or for the periods presented. 2 The unaudited pro forma combined financial statements and related notes should be read in conjunction with the historical financial statements and related notes of the Company and Bytel. (c) Exhibits The exhibits filed as part of the Form 8-K (A) are: 23.01 Consent of Independent Public Accountants 3 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. Dated: September 9, 1996 CSG SYSTEMS INTERNATIONAL, INC. By: /s/ RANDY WIESE ------------------------------ Randy Wiese Controller (Principal Accounting Officer) 4 AUDITORS' REPORT To the members of Bytel Limited. We have audited the financial statements on pages 6 to 13 which have been prepared on the basis of the accounting policies set out on page 9. RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITORS As described below, the company's directors are responsible for the preparation of financial statements. It is our responsibility to form an independent opinion, based on our audit, on those statements and to report our opinion to you. BASIS OF OPINION We conducted our audit in accordance with Auditing Standards issued by the Auditing Practices Board which are substantially consistent with U.S. generally accepted auditing standards. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the company's circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements. OPINION In our opinion the financial statements give a true and fair view of the state of the company's affairs as at 30 April 1996 and of its loss for the year then ended and have been properly prepared in accordance with the Companies Act 1985. ARTHUR ANDERSEN DATE: 6 September 1996 CHARTERED ACCOUNTANTS AND REGISTERED AUDITORS 1 Surrey Street London WC2R 2PS STATEMENT OF DIRECTORS' RESPONSIBILITIES Company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing those financial statements, the directors are required to: . select suitable accounting policies and then apply them consistently; . make judgements and estimates that are reasonable and prudent; . state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and . prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 1985. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. 5 BYTEL LIMITED - ------------- PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 30 APRIL 1996 _____________________________________________________________________________________________
CONTINUING CONTINUING OPERATIONS OPERATIONS NOTES 1996 1995 (POUNDS)'000 (POUNDS)'000 Turnover 2 5,304 5,407 Cost of sales (5,547) (5,400) ------ ------ GROSS (LOSS)/PROFIT (243) 7 Distribution costs (271) (106) Administrative expenses (652) (667) ------ ------ OPERATING LOSS 3 (1,166) (766) Interest received and similar income 4 9 9 ------ ------ LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION (1,157) (757) Taxation credit 5 - 125 ------ ------ LOSS FOR THE YEAR TRANSFERRED FROM RESERVES 12 (1,157) (632) ====== ======
Bytel Limited has no recognised gains and losses other than the result for the year. The historical cost profit is not materially different from that reported above. 6 BYTEL LIMITED - ------------- BALANCE SHEET AS AT 30 APRIL 1996 ____________________________________________________________________________________________________________
NOTES 1996 1995 (POUNDS)'000 (POUNDS)'000 (POUNDS)'000 (POUNDS)'000 FIXED ASSETS Intangible assets 7 1,087 1,157 Tangible assets 6 115 92 ------------ ----------- 1,202 1,249 CURRENT ASSETS Debtors 8 1,270 1,985 Cash 48 53 ------------ ------------ 1,318 2,038 CREDITORS: amounts falling due within one year 9 (2,817) (2,427) ------------ ------------ Net current (liabilities)/assets (1,499) (389) ----------- ------------ TOTAL ASSETS LESS CURRENT LIABILITIES (297) 860 CREDITORS: amounts falling due after more than one year 10 (1,480) (1,480) ----------- ------------ NET (LIABILITIES)/ASSETS (1,777) (620) =========== ============ CAPITAL AND RESERVES Called up share capital 11 100 100 Profit and loss account 12 (1,877) (720) ----------- ------------ SHAREHOLDERS' FUNDS (EQUITY INTERESTS) 13 (1,777) (620) =========== ============
The financial statements on pages 6 to 13 were approved by the Board on 20 June 1996. C. MUSGRAVE Director 7 BYTEL LIMITED - ------------- CASH FLOW STATEMENT FOR THE YEAR ENDED 30 APRIL 1996 _____________________________________________________________________________________________
NOTES 1996 1995 (POUNDS)'000 (POUNDS)'000 NET CASH INFLOW FROM OPERATING ACTIVITIES 14 577 300 RETURNS ON INVESTMENT AND SERVICING OF FINANCE Interest received 4 9 9 TAXATION UK corporation tax (paid)/received 125 (1) INVESTING ACTIVITIES Purchase of tangible fixed assets (116) (102) Capitalisation of intangible fixed assets (600) (504) ____________ ____________ DECREASE IN CASH AND CASH EQUIVALENTS (5) (298) ============ ============
An analysis of the changes in cash and cash equivalents during the year is given in Note 15. 8 BYTEL LIMITED - ------------- NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 1996 ________________________________________________________________________________ 1. ACCOUNTING POLICIES (A) ACCOUNTING CONVENTION The financial statements have been prepared under the historical cost convention and in accordance with applicable accounting standards. (B) FIXED ASSETS AND DEPRECIATION Fixed assets are shown at cost. Depreciation has been provided on the net cost of fixed assets at rates designed to write them off over their estimated useful lives on a straight line basis at the rates shown below: Plant and machinery 2 to 5 years Motor vehicles 4 years (C) RESEARCH AND DEVELOPMENT EXPENDITURE Research and development expenditure is capitalised up to the point of first sale after which it is amortised over three years. (D) DEFERRED TAXATION Deferred taxation is provided on the liability method on all timing differences which are expected to reverse in the future, calculated at the rate at which it is estimated that tax will be payable. 2. TURNOVER Turnover represents amounts, excluding value added tax, invoiced or delivered to third parties in the ordinary course of business and arises solely in the United Kingdom. 3. OPERATING (LOSS)/PROFIT
1996 1995 is stated after charging: (POUNDS)'000 (POUNDS)'000 Depreciation: owned assets 88 36 Auditors' remuneration - audit work 6 2 Directors' remuneration 83 30 Amortisation of capitalised research and development expenditure 670 453 Loss/(Profit) on sale of fixed assets 5 8 =========== =========== 4. INTEREST RECEIVABLE 1996 1995 (POUNDS)'000 (POUNDS)'000 Other interest 9 9 =========== ===========
9 BYTEL LIMITED - ------------- NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 1996 (CONTINUED) ________________________________________________________________________________
5. TAXATION 1996 1995 (POUNDS)'000 (POUNDS)'000 The taxation credit/(charge) comprises: Consortium relief - prior year - 125 ------------ ------------ - 125 ============ ============ 6. TANGIBLE FIXED ASSETS PLANT EQUIPMENT AND MOTOR VEHICLES (Pounds)'000 COST At 1 May 1995 147 Additions 116 Disposals (7) ------------ AT 30 APRIL 1996 256 ============ DEPRECIATION At 1 May 1995 55 Charge for period 88 Disposals (2) ------------ AT 30 APRIL 1996 141 ============ NET BOOK VALUE AT 30 APRIL 1996 115 ============ At 30 April 1995 92 ============ 7. INTANGIBLE FIXED ASSETS - RESEARCH AND DEVELOPMENT EXPENDITURE (Pounds)'000 Balance at 1 May 1995 1,157 Expenditure during the period capitalised 600 Amortisation (670) ------------ BALANCE AT 30 APRIL 1996 1,087 ============
10 BYTEL LIMITED - ------------- NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 1996 (CONTINUED) ________________________________________________________________________________
8. DEBTORS 1996 1995 (POUNDS)'000 (POUNDS)'000 Trade debtors 1,270 1,860 Consortium relief receivable - 125 ------------ ------------ 1,270 1,985 ============ ============ 9. CREDITORS: Amounts falling during within one year 1996 1995 (POUNDS)'000 (POUNDS)'000 Trade creditors 68 216 Amounts owed to joint venture investors 2,413 1,359 Other taxes and social security costs 40 49 Accruals and deferred income 296 803 ------------ ------------ 2,817 2,427 ============ ============ 10. CREDITORS: Amounts falling due after 1996 1995 more than one year (POUNDS)'000 (POUNDS)'000 Amounts owed to joint venture investors 1,480 1,480 ============ ============
This represents a loan, which is interest free until July 1996, made from the shareholders repayable on 31 July 2002.
11. SHARE CAPITAL AUTHORISED ALLOTTED, CALLED UP AND FULLY PAID 1996 1995 1996 1995 NUMBER NUMBER (POUNDS) (POUNDS) `A' Ordinary shares of (Pounds)1 each 500,000 500,000 50,000 50,000 `B' Ordinary shares of (Pounds)1 each 500,000 500,000 50,000 50,000 --------- --------- ------- ------- 1,000,000 1,000,000 100,000 100,000 ========= ========= ======= =======
Each class of shares has equal rights with regard to equity participation, voting rights, share of profit and appointment of directors. 11 BYTEL LIMITED - ------------- NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 1996 (CONTINUED) ________________________________________________________________________________
12. RESERVES PROFIT AND LOSS ACCOUNT (POUNDS)'000 At 1 May 1995 (720) Loss for year (1,157) ------------ AT 30 APRIL 1996 (1,877) ============ 13. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS 1996 1995 (POUNDS)'000 (POUNDS)'000 Loss for the financial year (1,157) (632) Other recognised gains and losses relating to the year - - ------------ ------------ Net reduction in shareholders' funds (1,157) (632) Opening shareholders' funds (620) 12 ------------ ------------ CLOSING SHAREHOLDERS' FUNDS (1,777) (620) ============ ============ 14. RECONCILIATION OF OPERATING PROFIT TO NET CASH INFLOW FROM OPERATING COMPANIES 1996 1995 (POUNDS)'000 (POUNDS)'000 Operating loss (1,166) (766) Depreciation 88 36 Decrease in debtors 590 380 Increase in creditors 390 197 Amortisation of intangible fixed assets 670 453 Loss on sale of fixed assets 5 - ------------ ------------ Net cash inflow from operating activities 577 300 ============ ============ 15. ANALYSIS OF CHANGES IN CASH AND CASH EQUIVALENTS DURING THE YEAR (Pounds)'000 Balance at 1 May 1995 53 Net cash outflow (5) ------------ BALANCE AT 30 APRIL 1996 48 ============
12 BYTEL LIMITED - ------------- NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 1996 (CONTINUED)
__________________________________________________________________________________________ 16. DIRECTORS 1996 1995 (POUNDS)'000 (POUNDS)'000 (A) EMOLUMENTS The emoluments of directors of the company (including pension contributions and benefits-in-kind) were:- 83 30 ============ ============ (B) BANDING Fees and other emoluments disclosed above (excluding pension contributions) include amounts paid to: The highest paid director 77 28 ============ ============ Directors' emoluments (excluding pension contribution) were in the following ranges: NUMBER NUMBER (Pounds)0 - (Pounds)5,000 5 6 (Pounds)25,001 - (Pounds)30,000 - 1 (Pounds)75,001 - (Pounds)80,000 1 - 17. EMPLOYEES 1996 1995 NUMBER NUMBER (A) EMPLOYEES: The average weekly number of persons (including directors) employed by the company during the year was: Production 31 22 Administration and selling 5 2 ------------ ------------ 36 24 ============ ============ (B) EMPLOYMENT COSTS: (POUNDS)'000 (POUNDS)'000 Wages and salaries 926 649 Social security costs 94 65 Other pension costs - - ------------ ------------ 1,020 714 ============ ============
13 CSG SYSTEMS INTERNATIONAL, INC. PRO FORMA COMBINED STATEMENT OF OPERATIONS - UNAUDITED YEAR ENDED DECEMBER 31, 1995 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS, AND IN U.S. DOLLARS)
CSG BYTEL PRO FORMA PRO FORMA HISTORICAL HISTORICAL ADJUSTMENTS COMBINED ------------ ---------- ------------ ----------- Total revenues............................................. $ 96,404 $ 8,871 $ - $ 105,275 Expenses: Cost of revenues: Cost of revenues........................................ 46,670 7,091 (920)(a) 52,841 Amortization of acquired software....................... 11,000 - - 11,000 Amortization of client contracts and related intangibles.......................................... 4,092 - - 4,092 ----------- ---------- ------------ ----------- Total cost of revenues................................ 61,762 7,091 (920) 67,933 ----------- ---------- ------------ ----------- Operating expenses: Research and development................................ 14,278 1,540 1,271 (b) 17,089 Selling and marketing................................... 3,770 188 - 3,958 General and administrative: General and administrative............................ 11,406 1,035 - 12,441 Amortization of noncompete agreement and goodwill..... 5,680 - 617 (c) 6,297 Stock-based employee compensation..................... 841 - - 841 Depreciation............................................ 5,687 125 - 5,812 ----------- ---------- ------------ ----------- Total operating expenses.............................. 41,662 2,888 1,888 46,438 ----------- ---------- ------------ ----------- Total expenses............................................. 103,424 9,979 968 114,371 ----------- ---------- ------------ ----------- Operating loss........................................ (7,020) (1,108) (968) (9,096) ----------- ---------- ------------ ----------- Other income (expense): Interest expense........................................ (9,070) - - (9,070) Interest income......................................... 663 - (157)(d) 506 ----------- ---------- ------------ ----------- Total other........................................... (8,407) - (157) (8,564) ----------- ---------- ------------ ------------ Loss from continuing operations before income taxes........ (15,427) (1,108) (1,125) (17,660) ----------- ---------- ------------ ----------- Income tax (provision) benefit........................... - - - - ----------- ---------- ------------ ----------- Loss from continuing operations............................ $ (15,427) $ (1,108) $ (1,125) $ (17,660) =========== ========== ============ =========== Loss from continuing operations per common and equivalent share ........................................ $ (0.69) $ (0.79) =========== ============ Shares used in per share computation....................... 22,494,748 22,494,748 =========== =============
See notes to pro forma combined financial statements 14 CSG SYSTEMS INTERNATIONAL, INC. PRO FORMA COMBINED STATEMENT OF OPERATIONS - UNAUDITED SIX MONTHS ENDED JUNE 30, 1996 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS, AND IN U.S. DOLLARS)
CSG BYTEL PRO FORMA PRO FORMA HISTORICAL HISTORICAL ADJUSTMENTS COMBINED ---------- ---------- ----------- --------- Total revenues..................................... $ 30,431 $ 4,239 $ -- $ 34,670 Expenses: Cost of revenues: Cost of services................................ 14,369 3,267 (531)(a) 17,105 Amortization of acquired software............... 2,751 -- -- 2,751 Amortization of client contracts and related intangibles.................................... 1,023 -- -- 1,023 ---------- ---------- ----------- --------- Total cost of revenues........................ 18,143 3,267 (531) 20,879 ---------- ---------- ----------- --------- Operating expenses: Research and development........................ 4,792 1,275 459 (b) 6,526 Selling and marketing........................... 1,570 138 -- 1,708 General and administrative: General and administrative.................... 3,146 555 -- 3,701 Amortization of noncompete agreements and goodwill................................. 1,519 -- 299 (c) 1,818 Stock-based employee compensation............. 97 -- -- 97 Depreciation.................................... 1,246 73 -- 1,319 ---------- ---------- ----------- --------- Total operating expenses...................... 12,370 2,041 758 15,169 ---------- ---------- ----------- --------- Total expenses..................................... 30,513 5,308 227 36,048 ---------- ---------- ----------- --------- Operating loss................................ (82) (1,069) (227) (1,378) ---------- ---------- ----------- --------- Other income (expense): Interest expense................................ (870) -- -- (870) Interest income................................. 256 -- (78)(d) 178 ---------- ---------- ----------- --------- Total other................................... (614) -- (78) (692) ---------- ---------- ----------- --------- Loss from continuing operations before income taxes...................................... (696) (1,069) (305) (2,070) ---------- ---------- ----------- --------- Income tax (provision) benefit................... -- -- -- -- ---------- ---------- ----------- --------- Loss from continuing operations.................... $ (696) $ (1,069) $ (305) $ (2,070) ========== ========== =========== ========= Shares used in per share computation............... $ (0.03) $ (0.08) ========== ========== Shares used in per share computation............... 25,532,945 25,532,945 ========== ==========
See notes to pro forma combined financial statements 15 CSG Systems International, Inc. Notes to Pro Forma Combined Financial Statements Note 1: Bytel operates on a fiscal year ended April 30. Bytel's historical financial statements included in the unaudited pro forma combined statements of operations for the year ended December 31, 1995 and for the six months ended June 30, 1996 include the actual results of operations, without adjustment, for the periods January 1, 1995 through December 31, 1995 and January 1, 1996 through June 30, 1996, respectively. Note 2: The Bytel historical financial statements included in the unaudited pro forma combined statements of operations have been reclassified to conform with the Company's presentation. Note 3: The Bytel historical financial statements included in the unaudited pro forma combined statements of operations have been converted from Bytel's functional currency of Great Britain pounds to the Company's reporting currency of U.S. dollars using the conversion rate for each of the individual months included in both periods presented. The weighted average of the conversion rates used was approximately 1 Great Britain pound to 1.55 U.S. dollars for both periods presented. Note 4: The unaudited pro forma combined statements of operations reflect the following adjustments: (a) Adjustment to eliminate amortization of capitalized software development costs. (b) Adjustment to reflect capitalized software development costs as research and development expense when incurred, consistent with the Company's accounting policy. (c) Adjustment to reflect amortization of goodwill. (d) Adjustment to eliminate interest earned on cash used to pay purchase price. 16 EX-23 2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS EXHIBIT 23.01 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the use of our report on Bytel Limited dated 6 September 1996, included in this Form 8-K(A). It should be noted that we have not audited any financial statements of Bytel Limited subsequent to 30 April 1996 or performed any audit procedures subsequent to the date of our report. Arthur Andersen CHARTERED ACCOUNTANTS AND REGISTERED AUDITORS 1 Surrey Street London WC2R 2PS 6 September 1996 -----END PRIVACY-ENHANCED MESSAGE-----