-----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, OzBbwnzd+TPPQYuP0u8pZFoomqYXeDvhvabodqasSgeoPomnR2ZB3h2ZMbVTBJhF ZujMtq9GYNuE0s5DIgzvmg== 0000950116-03-002318.txt : 20030417 0000950116-03-002318.hdr.sgml : 20030417 20030417165829 ACCESSION NUMBER: 0000950116-03-002318 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030416 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030417 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11521 FILM NUMBER: 03654690 BUSINESS ADDRESS: STREET 1: GREAT VALLEY CORPORATE CTR STREET 2: 4 COUNTRY VIEW RD CITY: MALVERN STATE: PA ZIP: 19355 BUSINESS PHONE: 6106475930 MAIL ADDRESS: STREET 1: GREAT VALLEY CORP CTR STREET 2: 4 COUNTRY VIEW RD CITY: MALVERN STATE: PA ZIP: 19355 8-K 1 eightk.txt 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 16, 2003 ---------------- SYSTEMS & COMPUTER TECHNOLOGY CORPORATION - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter)
Delaware 000-11521 23-1701520 - ------------------------------------- ------------------------------- ----------------------------------- (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.)
4 Country View Road, Malvern, Pennsylvania 19355 - ------------------------------------------------- ------------------ (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (610) 647-5930 ------------------ Item 7. Financial Statements and Exhibits. ---------------------------------- (a) Financial Statements of Business Acquired. Not Applicable. (b) Pro Forma Financial Information. Not Applicable (c) Exhibits. Exhibit Number Description ------- ----------------------------------------------------- 99.1 Press Release dated April 16, 2003 entitled SCT Announces Financial Results for the Second Quarter of Fiscal 2003; Schedules Investor Call. Item 9. Regulation FD Disclosure. This Current Report on Form 8-K is being furnished pursuant to Item 12. See "Item 12. Results of Operations and Financial Condition" below. Item 12. Results of Operations and Financial Condition. On April 16, 2003, Systems & Computer Technology Corporation, a Delaware corporation (the "Company"), issued a press release reporting financial results for its second quarter ended March 31, 2003. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The disclosure in this Form 8-K of any financial information shall not constitute an admission that such information is material. SIGNATURE 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 duly authorized. Date: April 17, 2003 Systems & Computer Technology Corporation By: ------------------------------------- Eric Haskell Executive Vice President, Finance & Administration, Treasurer and Chief Financial Officer Exhibit Index Exhibit Number Description ---------- ---------------------------------------------------- 99.1 Press Release dated April 16, 2003 entitled SCT Announces Financial Results for the Second Quarter of Fiscal 2003; Schedules Investor Call. EX-99 3 ex99-1.txt EXHIBIT 99.1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACTS Investor Relations: Media Relations: Eric Haskell Laura Kvinge 610.578.5175 801.257.4158 ehaskell@sct.com lkvinge@sct.com SCT Announces Financial Results for the Second Quarter of Fiscal 2003; Schedules Investor Call MALVERN, Pa. -- April 16, 2003 -- SCT (NASDAQ:SCTC), the industry-leading provider of software and services supporting higher education worldwide, today announced its financial results for the second quarter of fiscal year 2003, which ended March 31, 2003. The Company had income from continuing operations of $583,000 or $.02 per diluted share in the second quarter, versus $510,000 or $.02 per diluted share for the same period last year. Revenue for the quarter was $65,343,000 compared with $58,529,000 in the second quarter of fiscal 2002. For the quarter, the Company took a pre-tax restructuring charge of $1,520,000 or $.03 per diluted share. This charge was for severance payments related to a reduction in force, primarily in professional services, at the end of February. The Company took a pre-tax restructuring charge of $4,874,000 or $.08 per diluted share in the prior year. Net income for the quarter was $5,422,000 or $.16 per diluted share and incorporates a gain on the sale of the utilities business and a loss on the discontinued operations of $.14 per diluted share. These numbers compare to a net loss of $10,228,000 or $.31 per diluted share for the same period last year, which included the loss on the sale of the manufacturing business. The Company's backlog of business under contract at the end of the second quarter was $543 million, compared with approximately $387 million a year ago. "Over the past quarter, it has become evident that the economic climate is having an impact on spending in higher education," said Mike Chamberlain, SCT President and CEO. "While the company maintained profitability, we are disappointed with our second quarter results. We will continue to monitor and adjust our plans in an attempt to improve our performance, in light of the current market conditions." "We believe the overall political and economic environment will impact the shorter term financial results, and are lowering our second half growth projections from 15-20 percent to the ten percent range," noted Chamberlain. "However, as a company, we are stronger than ever. We continue to have a strong competitive win rate. We also have a strong balance sheet, excellent products, and industry expertise unmatched by our competitors." SCT will hold a conference call on Monday, April 21, at 5:00 p.m. EST to discuss these results. To participate, please call 646-862-1049 and use the reservation number 21140797. A recording of the call will be available for replay April 21 at 7:00 p.m. through April 25 at 7:00 p.m. To listen to the recording, please call 800.633.8284 (domestic) or 402.977.9140 (international) and use the reservation number 21140797. About SCT SCT is the leading global provider of e-education technology solutions for institutions of all sizes and levels of complexity. The Company supports more than 1,300 client institutions worldwide with administrative and academic solutions, portal and community solutions, content management and workflow solutions, information access and integration solutions, and professional services. SCT works collaboratively with clients and partners to provide the e-Education Infrastructure that enables institutions to create the digital campuses that fulfill their unique missions. For more information visit www.sct.com. ### Statements made in this press release that state the Company's or management's intentions, beliefs, expectations, or predictions for the future, including without limitation those relating to second half growth projections, are forward-looking statements and are subject to a number of risks, assumptions and uncertainties that could cause the Company's actual results to differ materially from those projected. Readers are cautioned that these statements are only predictions and may differ materially from actual future events or results. These risks, assumptions and uncertainties include, without limitation: the ability to complete and deliver products and services cost effectively and on a timely basis; technological shifts; economic and geopolitical conditions in the U.S. and abroad; the ability of the Company and its alliance partners to accomplish their integration plans and to meet development and implementation schedules cost-effectively and on a timely basis; the ability to develop and market innovative products and services offerings cost-effectively and on a timely basis; market acceptance of new products and services; continued acceptance of existing products and services; competitive and pricing pressures in the higher education market; the mix of products and services the Company sells; the Company's ability to efficiently integrate acquired businesses; maturing product life cycles; implementation of operating cost structures that align with revenue growth; the financial condition of our customers and alliance partners; the ability to achieve better services utilization rates and improve services margins; the continued ability to obtain or protect intellectual property rights; the Company's ability to attract and retain highly skilled personnel; and other risks and uncertainties referenced in the Company's filings with the Securities and Exchange Commission, including but not limited to the Company's annual report on Form 10-K and quarterly reports on Form 10-Q. All information in this release is as of April 16, 2003. The Company undertakes no duty to update any forward-looking statement to conform the statement to actual results or changes in the Company's expectations. SYSTEMS & COMPUTER TECHNOLOGY CORPORATION AND SUBSIDIARIES CONSOLIDATED RESULTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Three Months Ended Six Months Ended March 31, March 31, 2003 2002 2003 2002 ---------- ----------- ---------- ----------- Revenues: Software sales and commissions $7,478 $6,913 $18,472 $12,969 Maintenance and enhancements 26,618 22,017 48,651 40,981 Software services 22,577 20,032 42,304 36,131 Outsourcing services 8,187 8,350 16,463 16,703 Interest and other income 483 1,217 2,428 2,714 ---------- ----------- ---------- ----------- Total revenues 65,343 58,529 128,318 109,498 Expenses: Cost of software sales, commissions, maintenance and enhancements 19,985 15,155 36,497 26,597 Cost of software services 17,851 15,933 35,504 29,837 Cost of outsourcing services 6,047 6,286 12,151 12,952 Selling, general, and administrative 18,469 14,516 37,334 29,172 Retirement and restructuring charge 1,520 4,874 1,520 4,874 Interest expense 492 1,047 996 2,093 ---------- ----------- ---------- ----------- Total expenses 64,364 57,811 124,002 105,525 Income from continuing operations before income taxes 979 718 4,316 3,973 Provision for income taxes 396 208 1,731 1,569 ---------- ----------- ---------- ----------- Income from continuing operations 583 510 2,585 2,404 ---------- ----------- ---------- ----------- Discontinued operations: Loss from discontinued operations, adjusted for applicable provision (benefit) for income taxes of $755, ($243), $899 and ($1,229), respectively (1,794) (3,696) (1,577) (5,028) Gain (loss) on sale of discontinued operations, net of income tax provision (benefit) of $865, ($3,446), $865 and ($3,446), respectively 6,633 (7,042) 6,633 (7,042) ---------- ----------- ---------- ----------- Income (loss) from discontinued operations 4,839 (10,738) 5,056 (12,070) ---------- ----------- ---------- ----------- Net income (loss) $5,422 ($10,228) $7,641 ($9,666) ========== =========== ========== =========== Income from continuing operations per common share $0.02 $0.02 $0.08 $0.07 ========== =========== ========== =========== per share -- assuming dilution $0.02 $0.02 $0.08 $0.07 ========== =========== ========== =========== Income (loss) from discontinued operations per common share $0.14 ($0.32) $0.15 ($0.36) ========== =========== ========== =========== per share -- assuming dilution $0.14 ($0.32) $0.15 ($0.36) ========== =========== ========== =========== Net income (loss) per common share $0.16 ($0.31) $0.23 ($0.29) ========== =========== ========== =========== per share -- assuming dilution $0.16 ($0.31) $0.23 ($0.29) ========== =========== ========== =========== Common shares and equivalents outstanding: Average common shares 33,611 33,126 33,571 33,101 Average common shares -- assuming dilution 33,633 33,445 33,619 33,463
CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS) March 31, Sept. 30, 2003 2002 ------------------------- Cash & short-term investments $78,189 $133,574 Receivables 88,932 77,824 Note Receivable 10,000 0 Prepaid expenses & other assets 34,980 37,110 Property & equipment 27,983 27,265 Capitalized software 3,331 4,427 Goodwill 47,167 28,784 Intangible assets 19,665 10,689 Other assets & deferred charges 27,365 15,169 Net assets of discontinued operations 0 31,805 ---------- ----------- TOTAL ASSETS $337,612 $366,647 ========== =========== Current liabilities $74,175 $70,441 Long-term debt 33,790 74,723 Other long-term liabilities 2,911 2,912 Stockholders' equity 226,736 218,571 ---------- ----------- TOTAL LIABILITIES & EQUITY $337,612 $366,647 ========== =========== -----END PRIVACY-ENHANCED MESSAGE-----