-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, SUJUHCiC3MFo1S2RVb2OX2eSFdlAt+VCOzcAxmMyhOW27v/XGKyoKA7YVdTnJOnx UzQH5/AipORiaxMz1HFGDw== 0000707606-95-000025.txt : 19950814 0000707606-95-000025.hdr.sgml : 19950814 ACCESSION NUMBER: 0000707606-95-000025 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950630 FILED AS OF DATE: 19950811 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYSTEMS & COMPUTER TECHNOLOGY CORP CENTRAL INDEX KEY: 0000707606 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 231701520 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-11521 FILM NUMBER: 95561869 BUSINESS ADDRESS: STREET 1: GREAT VALLEY CORPORATE CTR STREET 2: 4 COUNTRY VIEW RD CITY: MALVERN STATE: PA ZIP: 19355 BUSINESS PHONE: 6106475930 10-Q 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q (Mark One) /X/ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 1995 or / / Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from / / to / / . 0-11521 (Commission File Number) SYSTEMS & COMPUTER TECHNOLOGY CORPORATION (Exact name of registrant as specified in its charter) Delaware 23-1701520 (State or other jurisdiction (I.R.S Employer of incorporation) Identification Number) Great Valley Corporate Center 4 Country View Road Malvern, Pennsylvania 19355 (Address of principal executive offices) Registrant's telephone number, including area code: (610) 647-5930 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /X/ No / / Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. 13,956,481 Common shares, $.01 par value, as of August 4, 1995 Page 1 of 16 consecutively numbered pages (PAGE) SYSTEMS & COMPUTER TECHNOLOGY CORPORATION AND SUBSIDIARIES INDEX PART I, FINANCIAL INFORMATION Item 1. Financial Statements Condensed Consolidated Balance Sheets - June 30, 1995 and September 30, 1994 Condensed Consolidated Statements of Operations - Three Months Ended June 30, 1995 and 1994 Condensed Consolidated Statements of Operations - Nine Months Ended June 30, 1995 and 1994 Condensed Consolidated Statements of Cash Flows - Nine Months Ended June 30, 1995 and 1994 Notes to Condensed Consolidated Financial Statements Item 2. Management's Discussion and Analysis of Operations and Financial Condition PART II, OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K SIGNATURES (PAGE) (TABLE) SYSTEMS & COMPUTER TECHNOLOGY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (CAPTION) June 30, September 30, 1995 1994 (UNAUDITED) (NOTE) (S) (C) (C) ASSETS CURRENT ASSETS Cash and short-term investments $ 19,222,000 $ 30,537,000 Receivables, including $41,045,000 and $34,640,000 of earned revenues in excess of billings, net of allowance for doubtful accounts of $1,163,000 and $1,228,000 65,275,000 52,406,000 Prepaid expenses and other receivables 7,690,000 5,124,000 ------------ ------------ TOTAL CURRENT ASSETS 92,187,000 88,067,000 PROPERTY AND EQUIPMENT--net of accumulated depreciation 25,471,000 20,002,000 CAPITALIZED COMPUTER SOFTWARE COSTS, net of accumulated amortization 4,507,000 3,003,000 COST IN EXCESS OF FAIR VALUE OF NET ASSETS ACQUIRED, net of accumulated amortization 9,114,000 6,812,000 COVENANTS-NOT-TO-COMPETE, net of accumulated amortization 1,974,000 2,541,000 OTHER ASSETS AND DEFERRED CHARGES 9,677,000 8,384,000 ------------ ------------ TOTAL ASSETS $142,930,000 $128,809,000 ============ ============ (FN) (continued on next page . . . .) (/FN) (/TABLE) (PAGE) (TABLE) SYSTEMS & COMPUTER TECHNOLOGY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (CAPTION) June 30, September 30, 1995 1994 (UNAUDITED) (NOTE) (S) (C) (C) LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 5,565,000 $ 3,660,000 Income taxes payable 479,000 985,000 Accrued expenses 11,167,000 10,097,000 Deferred revenue 11,093,000 14,086,000 ------------ ------------ TOTAL CURRENT LIABILITIES 28,304,000 28,828,000 LONG-TERM DEBT, less current portion 32,090,000 34,500,000 STOCKHOLDERS' EQUITY Preferred stock, par value $.10 per share--authorized 3,000,000 shares, none issued Common stock, par value $.01 per share- authorized 24,000,000 shares, issued 15,084,952 and 13,581,235 shares 151,000 136,000 Capital in excess of par value 56,315,000 40,869,000 Retained earnings 29,067,000 27,510,000 ------------ ------------ 85,533,000 68,515,000 Less Held in treasury, 1,150,941 common shares--at cost (2,959,000) (2,959,000) Unearned compensation (38,000) (75,000) ------------ ------------ 82,536,000 65,481,000 ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $142,930,000 $128,809,000 ============ ============ (FN) Note: The condensed consolidated balance sheet at September 30, 1994 has been derived from the audited financial statements at that date. See notes to condensed consolidated financial statements. (/FN) (/TABLE) (PAGE) (TABLE) SYSTEMS & COMPUTER TECHNOLOGY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (CAPTION) For the Three Months Ended June 30, 1995 1994 (S) (C) (C) REVENUES: OnSite services $17,115,000 $16,159,000 Software and hardware sales and services 20,240,000 13,304,000 Maintenance and enhancements 9,067,000 7,710,000 Interest and other revenue 283,000 273,000 ------------ ------------ 46,705,000 37,446,000 EXPENSES: Cost of OnSite services 13,293,000 12,841,000 Cost of software and hardware sales and services and maintenance and enhancements 15,910,000 10,946,000 Selling, general and administrative 10,496,000 8,560,000 Charge for purchased researh & development 8,700,000 0 Interest expense 494,000 628,000 ------------ ------------ 48,893,000 32,975,000 (Loss) income before income taxes (2,188,000) 4,471,000 Provision for federal and state income taxes 2,475,000 1,565,000 ------------ ------------ Net (Loss) Income $(4,663,000) $ 2,906,000 ============ ============ Per common share: Net (loss) income Primary $(0.35) $ 0.22 Fully diluted $(0.35) $ 0.21 Common shares and equivalents outstanding Primary 13,208,168 13,484,903 Fully diluted 13,208,168 15,784,903 (FN) See notes to condensed consolidated financial statements. (/FN) (/TABLE) (PAGE) (TABLE) SYSTEMS & COMPUTER TECHNOLOGY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (CAPTION) For the Nine Months Ended June 30, 1995 1994 (S) (C) (C) REVENUES: OnSite services $49,846,000 $47,512,000 Software and hardware sales and services 51,542,000 36,873,000 Maintenance and enhancements 25,931,000 22,247,000 Interest and other revenue 1,776,000 697,000 ------------ ------------ 129,095,000 107,329,000 EXPENSES: Cost of OnSite services 38,803,000 37,486,000 Cost of software and hardware sales and services and maintenance and enhancements 41,642,000 30,402,000 Selling, general and administrative 30,544,000 25,821,000 Charge for purchased research & development 8,700,000 0 Interest expense 1,800,000 1,893,000 ------------ ------------ 121,489,000 95,602,000 Income before income taxes 7,606,000 11,727,000 Provision for federal and state income taxes 6,049,000 4,032,000 ------------ ------------ Net Income $ 1,557,000 $ 7,695,000 ============ ============ Per common share: Net income Primary $ 0.11 $ 0.57 Fully diluted $ 0.11 $ 0.56 Common shares and equivalents outstanding Primary 13,623,718 13,404,383 Fully diluted 13,705,358 15,704,383 (FN) See notes to condensed consolidated financial statements. (/FN) (/TABLE) (PAGE) (TABLE) SYSTEMS & COMPUTER TECHNOLOGY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (CAPTION) For the Nine Months Ended June 30, 1995 1994 (S) (C) (C) OPERATING ACTIVITIES Net income $ 1,557,000 $ 7,695,000 Adjustments to reconcile net income to net cash (used in) operating activities: Charge for purchased research development 8,700,000 - - Depreciation and amortization 6,661,000 5,231,000 Changes in operating assets and liabilities: (Increase) in receivables (12,668,000) (10,901,000) (Increase) in prepaid expenses and other receivables (2,548,000) (411,000) (Decrease) increase in other accrued expenses and liabilities (286,000) 1,401,000 (Decrease) in deferred revenue (3,491,000) (7,179,000) Other, net 40,000 (316,000) ------------ ------------ NET CASH (USED IN) OPERATING ACTIVITIES (2,035,000) (4,480,000) INVESTING ACTIVITIES Purchase of property and equipment (7,583,000) (3,884,000) Capitalized computer software costs (2,101,000) (850,000) (Increase) in short-term investments - - (18,116,000) Proceeds from sale or maturity of investments held as available for sale 14,769,000 - - Purchase of investments held as available for sale (2,228,000) - - Purchase of subsidiary assets, net of cash (892,000) - - ------------ ------------ NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 1,965,000 (22,850,000) FINANCING ACTIVITIES Principal payments on long-term debt (270,000) - - Proceeds from exercise of stock options 1,566,000 1,622,000 ------------ ------------ NET CASH PROVIDED BY FINANCING ACTIVITIES 1,296,000 1,622,000 INCREASE(DECREASE) IN CASH & CASH EQUIVALENTS 1,226,000 (25,708,000) CASH & CASH EQUIVALENTS-BEGINNING OF PERIOD 7,685,000 29,522,000 ------------ ------------ CASH & CASH EQUIVALENTS-END OF PERIOD $ 8,911,000 $ 3,814,000 ============ ============ SUPPLEMENTAL INFORMATION Noncash investing and financing activities: Conversion of subordinated debentures $ 3,000,000 - - Purchase of subsidiaries--non-cash portion $12,352,000 - - (FN) See notes to condensed consolidated financial statements. (/FN) (/TABLE) (PAGE) SYSTEMS & COMPUTER TECHNOLOGY CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) June 30, 1995 The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 1O-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended September 30, 1994. Operating results for the three and nine-month periods ended June 30, 1995 are not necessarily indicative of the results that may be expected for the year ending September 30, 1995. NOTE A--RECLASSIFICATION Certain prior year information has been reclassified to conform with current year format. NOTE B--CASH AND SHORT-TERM INVESTMENTS (TABLE) (CAPTION) Jun. 30, 1995 Sep. 30, 1994 (S) (C) (C) Cash and cash equivalents $ 8,911,000 $ 7,685,000 Short-term investments, plus accrued interest of $69,000 and $209,000 10,311,000 22,852,000 ----------- ----------- Cash and short-term investments $19,222,000 $30,537,000 (/TABLE) Cash equivalents--Cash equivalents are defined as short-term highly liquid investments with a maturity of three months or less at the date of purchase. Securities available-for-sale--Effective October 1, 1994, the Company adopted the provisions of Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities," ("FAS 115"). In accordance with the provisions of FAS 115, the Company has classified marketable equity securities and debt securities as available-for-sale. The available-for-sale portfolio represents highly liquid investments available for current operations and, accordingly, is classified as short-term investments. Available-for-sale securities are stated at amortized cost which approximates market. The contractual maturities of securities held at June 30, 1995, are shown below. (TABLE) (S) (C) Due in one year or less $ 7,239,000 Due after one year through three years 3,003,000 ----------- $10,242,000 (/TABLE) During the nine-month period ending June 30, 1995, the gross realized gains on sales of available-for-sale securities totaled $80,000 and gross realized losses on sales totaled $44,000. NOTE C--INCOME (LOSS) PER COMMON SHARE Primary income (loss) per share is computed using the weighted average number of common shares outstanding, plus, to the extent dilutive, common stock equivalents. If the inclusion of common stock equivalents has an anti-dilutive effect in the aggregate, they are excluded from the income per share calculation. Fully diluted income per share is based on an increased number of shares that would be outstanding assuming the exercise of stock options when the Company's stock price at the end of the period is higher than the average stock price within the respective period, plus the increased number of shares that would be outstanding, assuming conversion of the 6 1/4 % convertible subordinated debentures. Net income used in the calculation of fully diluted income per share is adjusted for interest expense (net of tax) on the convertible subordinated debentures. For the three months ended June 30, 1995 the loss per share calculations did not include the common stock equivalents or the effect of the convertible subordinated debentures which were anti-dilutive. The fully diluted income per share calculation for the nine-month period ending June 30, 1995 did not include the anti-dilutive effect of the convertible subordinated debentures. NOTE D--ACQUISITION On June 1, 1995, the Company acquired Adage Systems International, Inc. (Adage), including all existing Adage software, technology and operations for consideration of one million shares of SCT common stock valued at approximately $10.9 million. Adage offers a newly developed enterprise resource planning (ERP) system to multinational users in the manufacturing and distribution industries. Under the terms of the purchase agreement, the Company may be required to pay additional consideration in either additional shares of common stock or a combination of additional shares of common stock and cash, in the event that the market price of the common stock approximately five years after the closing is lower than a base price. The base price may not be lower than $15 or higher than $50, and will be determined pursuant to a formula tied to the pretax profits of Adage during the five-year period commencing October 1, 1995. Certain future payments would result in an adjustment to the purchase price. In conjunction with the acquisition, which was accounted for as a purchase, the Company recorded a non-recurring charge to operations of $8.7 million for in-process research and development at the time of the acquisition. In addition, the Company charged approximately $1.3 million to the cost of the acquisition for incremental costs including professional fees and other costs directly related to the acquisition. The purchase price was allocated as follows: (TABLE) (S) (C) Purchased software $ 2,800,000 Purchased research and development 8,700,000 Cost in excess of fair value of assets acquired 2,648,000 Deferred taxes (1,176,000) Fair value of net deficit acquired (746,000) ------------ Total purchase price $12,226,000 (/TABLE) The pro forma results of operations, assuming the acquisition was made at the beginning of each period presented, are not materially different from historical results. NOTE E--OTHER Product development expenses (which are included in cost of software and hardware sales and services and maintenance and enhancements), not capitalized, aggregated $7,124,000 and $5,643,000 in the nine-month periods ended June 30, 1995 and 1994, respectively. (PAGE) MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS AND FINANCIAL CONDITION RESULTS OF OPERATIONS (TABLE) The following table sets forth: (a) income statement items as a percentage of total revenues and (b) the percentage change for each item from the prior-year comparative period. (CAPTION) % of Total Revenues % Change from Prior Year Three Mos. Nine Mos. Ended Ended Three Mos. Nine Mos. June 30, June 30, Ended Ended 1995 1994 1995 1994 June 30 June 30 (S) (C) (C) (C) (C) (C) (C) REVENUES OnSite services 37% 43% 39% 44% 6% 5% Software and hardware sales and services 43% 35% 40% 34% 52% 40% Maintenance & enhancements 19% 21% 20% 21% 18% 17% Interest and other revenue 1% 1% 1% 1% 4% 155% ---- ---- ---- ---- Total 100% 100% 100% 100% 25% 20% EXPENSES Cost of services, sales and maintenance & enhancements * 63% 63% 62% 63% 23% 19% Selling, general and administrative * 22% 23% 24% 24% 23% 18% Charge for purchased research and development 19% 0% 7% 0% -- -- Interest expense 1% 2% 1% 2% (21)% (5)% (Loss) income before income taxes -- 12% 6% 11% (149)% (35)% (/TABLE) The following table sets forth the gross profit for each of the following revenue categories as a percentage of revenue for each such category and the total gross profit as a percentage of total revenue (excluding interest and other revenue). The Company does not separately present the cost of maintenance and enhancements revenue as it is impracticable to separate such cost from the cost of software and hardware sales and services. (TABLE) (CAPTION) Three Months Nine Months Ended Ended June 30, June 30, 1995 1994 1995 1994 (S) (C) (C) (C) (C) GROSS PROFIT * OnSite services 22% 21% 22% 21% Software and hardware sales and services and maintenance and enhancements 46% 48% 46% 49% TOTAL 37% 36% 37% 36% (/TABLE) * Reclassified to conform to current year format. (PAGE) MANAGEMENT'S DISCUSSION AND ANALYSIS (CONT.) Revenues The 52% and 40% increases in software and hardware sales and services revenue in the third quarter and the first nine months of fiscal year 1995 are attributable to an increased level of business in the US and international utilities markets and the higher education market. The maintenance and enhancements revenue increases of 18% and 17% in the three and nine-month periods ending June 30, 1995 over the prior year periods are the result of continued high annual renewal rates and a growing installed base of clients, primarily in the higher education market. The increase in interest and other revenue in the nine-month period ending June 30, 1995 is primarily attributable to a second quarter $550,000 gain on the sale of an inactive product line. Selling, General and Administrative Expenses Selling, general and administrative expenses increased 23% and 16% in the third quarter and first nine months of fiscal 1995, due to continued increases in sales and marketing efforts. Acquired Research and Development Acquired research and development costs were purchased pursuant to the Company's acquisition of Adage and charged to expense at the acquisition date. These costs represent the estimated fair value of specifically identified projects under development which did not meet the applicable accounting criteria for capitalization. Income Taxes The provision for income taxes differs from the amount computed by applying the statutory income tax rate to income before income taxes as follows: (TABLE) (CAPTION) Three Mos. Nine Mos. Ended Ended June 30, 1995 June 30, 1995 (S) (C) (C) (Benefit) Provision computed at statutory rate $ (766,000) $2,662,000 Non-deductible charge for purchased research and development 3,045,000 3,045,000 Effect of state income tax 526,000 944,000 Research and development tax credit (256,000) (635,000) Other (74,000) 33,000 ----------- ----------- $2,475,000 $6,049,000 (/TABLE) The provisions for income taxes for the three and nine-month periods ending June 30, 1995 and 1994 relate primarily to current income taxes payable. The increases in the provision for income taxes in the current periods compared with prior-year periods are primarily the result of a higher relative amount of research and development tax credits used in the fiscal 1994 periods versus current periods. LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL POSITION The Company's cash and short-term investments balances were $19.2 million and $30.5 million at June 30, 1995 and September 30, 1994, respectively. The Company has a $20 million credit facility available for general corporate purposes which expires in June 1996 with optional annual extensions. At June 30, 1995, there were no borrowings outstanding. As long as borrowings are outstanding and as a condition precedent to new borrowings, the Company must comply with certain covenants, and the Company is prohibited from paying any dividends other than stock dividends. At June 30, 1995, the Company had outstanding $31.5 million of convertible subordinated debentures bearing interest at 6 1/4% and maturing on September 1, 2003. The debentures are convertible into common stock of the Company any time prior to redemption or maturity at a conversion price of $15 per share, subject to adjustment in certain events. The debentures are redeemable at any time after September 10, 1996 at prices decreasing from 104.2% of the principal amount at September 1, 1996 to par on September 1, 2002. During the quarter ended March 31, 1995, $3 million of the convertible subordinated debentures were converted into 200,000 shares of common stock. Effective October 1, 1994, the Company adopted the provisions of Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities," ("FAS 115"). FAS 115 requires the Company to classify as available-for-sale and carry at fair value all debt securities for which the Company does not have the positive intent and ability to hold to maturity. The Company believes that its cash and cash equivalents, short-term investments, and borrowing arrangements, together with net cash provided by continuing operations, should satisfy its needs for the foreseeable future. During the first nine months of 1995 the increase in receivables is due to increases in revenues and the timing of billings on the Company's software services contracts and software products. Property and equipment balances at June 30, 1995 increased compared with September 30, 1994 as the result of the construction of a new office building in Columbia, SC and improvements to an office building, purchased in fiscal year 1994, in Malvern, PA. In December 1994, the Company acquired the IntelliSource Software Group, a division of the privately-held Management Analysis Company. IntelliSource Software Group products serve the utility market. The Company will pay a purchase price of $1.2 million in increments over a four-year period with additional payments contingent upon performance. Numerous factors could affect the Company's future operating results, including general economic conditions, continued market acceptance of the Company's products, and competitive pressures. Future revenue growth and operating results are in part dependent upon accelerated license fee revenue and related services growth from the Company's international operations. The Company's ability to sustain growth depends in part on the timely development or acquisition of successful new and updated products. The Company is investing in the development of new products and in improvements to existing products. The Company has new products in development for the utility and local government markets, as well as the manufacturing and distribution industries. The costs of such products have been capitalized. (PAGE) SYSTEMS & COMPUTER TECHNOLOGY CORPORATION AND SUBSIDIARIES PART II Item 6(b). Reports on Form 8-K The registrant filed a current report on Form 8-K dated May 12, 1995. Under Item 5, the registrant reported entering into an Agreement and Plan of Merger and Reorganization with Adage Systems International, Inc. (Adage), which provided for the acquistion by the registrant of all of the Adage common stock. The registrant filed a current report on Form 8-K dated June 1, 1995. Under Item 5, the registrant reported that the acquisition of Adage Systems International, Inc. (Adage) was completed as of June 1, 1995. The consideration consisted of 1,000,000 shares of common stock ("Commom Stock") of the registrant. In addition, the registrant will be required to pay additional consideration to the shareholders of Adage, in either additional shares of Common Stock or a combination of additional shares of Common Stock and cash, in the event that the market price of the Common Stock approximately five years after the closing is lower than a base price. (PAGE) SYSTEMS & COMPUTER TECHNOLOGY CORPORATION AND SUBSIDIARIES SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SYSTEMS & COMPUTER TECHNOLOGY CORPORATION (Registrant) Date: 08/14/95 /s/ _____________________________________ Eric Haskell Senior Vice President, Finance and Administration, Treasurer and Chief Financial Officer (PAGE) EX-11 2 EXHIBIT 11 -- STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS SYSTEMS & COMPUTER TECHNOLOGY CORPORATION AND SUBSIDIARIES
Three mos. ended Nine mos. ended June 30, June 30, 1995 1994 1995 1994 (In Thousands, except per-share data) PRIMARY Average shares outstanding 13,208 12,379 12,769 12,310 Net effect of dilutive stock options-based on the treasury stock method using average market price 0 1,106 855 1,095 -------- -------- -------- -------- Total 13,208 13,485 13,624 13,405 ======== ======== ======== ======== Net (loss) income $(4,663) $ 2,906 $ 1,557 $ 7,695 Net income (loss) per share $(0.35) $0.22 $0.11 $0.57 ======== ======== ======== ======== FULLY DILUTED Average shares outstanding 13,208 12,379 12,769 12,310 Net effect of dilutive stock options-based on the treasury stock method using the end of period market price, if higher than average market price 0 1,106 936 1,095 Assumed conversion of 6 1/4 % convertible subordinated debentures 0 2,300 0 2,300 -------- -------- -------- -------- Total 13,208 15,785 13,705 15,705 ======== ======== ======== ======== Net (loss) Income $(4,663) $ 2,906 $ 1,557 $ 7,695 Add 6 1/4 % convertible subordinated debenture interest, net of federal income tax effect 0 377 0 1,145 -------- -------- -------- -------- Net (loss) income, as adjusted $(4,663) $ 3,283 $ 1,557 $ 8,840 Net (loss) income per share $(0.35) $0.21 $0.11 $0.56 ======== ======== ======== ========
EX-27 3
5 The schedule contains summary financial information extracted from the June 30, 1995 financial statements and is qualified in its entirety by reference to such financial statements. 0000707606 SYSTEMS & COMPUTER TECHNOLOGY CORP. 9-MOS SEP-30-1995 JUN-30-1995 19,222,000 0 66,438,000 1,163,000 0 92,187,000 39,866,000 14,395,000 142,930,000 28,304,000 32,090,000 151,000 0 0 82,385,000 142,930,000 127,319,000 129,095,000 80,445,000 119,689,000 0 0 1,800,000 7,606,000 6,049,000 1,557,000 0 0 0 1,557,000 0.11 0.11
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