Exhibit 10.1
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and Shareholders of
CFI ProServices, Inc., d/b/a Concentrex Incorporated
We have audited the accompanying consolidated balance sheets of CFI
ProServices, Inc. (an Oregon corporation), d/b/a Concentrex Incorporated, and
subsidiaries as of December 31, 1999 and 1998 and the related consolidated
statements of operations, shareholders' equity, and cash flows for the years
then ended. These consolidated financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. 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 financial position of CFI
ProServices, Inc., d/b/a Concentrex Incorporated, and subsidiaries as of
December 31, 1999 and 1998 and the results of their operations and their cash
flows for the years then ended in conformity with accounting principles
generally accepted in the United States.
ARTHUR ANDERSEN LLP
Portland, Oregon
January 28, 2000
CFI PROSERVICES, INC.
dba CONCENTREX INCORPORATED
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
December 31, December 31,
1999 1998
------------------ ------------------
ASSETS
Current Assets:
Cash and cash equivalents $ - $ 3,589
Restricted cash 1,289 -
Receivables, net of allowances of $3,268 and $2,600 40,938 29,701
Inventory 583 249
Deferred tax asset 2,843 1,341
Prepaid expenses and other current assets 4,342 1,810
Income taxes receivable 1,653 -
------------------ ------------------
Total Current Assets 51,648 36,690
Property and equipment, net of accumulated
depreciation of $12,894 and $9,947 7,532 4,534
Software development costs, net of accumulated
amortization of $4,561 and $3,368 5,283 8,277
Purchased software costs, net of accumulated
amortization of $803 and $19 7,808 211
Goodwill, net of accumulated amortization
of $6,928 and $4,763 59,133 6,190
Deferred tax asset 9,438 355
Other assets, net 3,924 524
================== ==================
Total Assets $ 144,766 $ 56,781
================== ==================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
DRAFTS PAYABLE $ 728 $ -
Accounts payable 7,424 1,986
Accrued expenses 15,181 8,017
Deferred revenues 18,026 5,300
Customer deposits 5,823 3,681
Line of credit 3,482 -
Current portion of long-term debt 4,570 261
Income taxes payable - 473
------------------ ------------------
Total Current Liabilities 55,234 19,718
Commitments and Contingencies
Long-term Debt, less current portion and debt discount 59,036 5,693
Other Long-term Liabilities 1,399 -
Convertible Subordinated Notes 5,647 -
Mandatory Redeemable Class A Preferred Stock 728 738
Shareholders' Equity:
Series preferred stock, 5,000,000 shares authorized,
none issued and outstanding - -
Common stock, no par value, 10,000,000 shares authorized,
5,250,781 and 5,032,977 shares issued and outstanding 25,703 19,689
Retained earnings (accumulated deficit) (2,981) 10,943
------------------ ------------------
Total Shareholders' Equity 22,722 30,632
------------------ ------------------
Total Liabilities and Shareholders' Equity $ 144,766 $ 56,781
================== ==================
The accompanying notes are an integral part of these consolidated
balance sheets
CFI PROSERVICES, INC.
dba CONCENTREX INCORPORATED
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)
Years Ended December 31,
----------------------------------
1999 1998
---------------- ---------------
Revenue
Software Products and Services Group
License Revenue $ 48,730 $ 47,590
Service and Support Revenue 38,284 28,077
Other Revenue 8,295 4,141
e-Commerce Group
License Revenue 1,786 1,612
Service and Support Revenue 9,986 4,210
---------------- ---------------
Total Revenue 107,081 85,630
Cost of Revenue 42,625 29,423
---------------- ---------------
Gross Profit 64,456 56,207
Operating Expenses
Sales and marketing 18,659 19,204
Product development 24,505 14,913
General and administrative 18,733 10,012
Goodwill Amortization 2,539 1,228
Acquired in-process research and development
and other charges 10,208 2,661
---------------- ---------------
Total Operating Expenses 74,644 48,018
---------------- ---------------
Income (Loss) From Operations (10,188) 8,189
Non-operating Income (Expense)
Interest expense (4,975) (454)
Interest income 269 295
Canceled stock offering costs - -
Gain on sale of operating division - -
Equity in losses attributable to joint venture - (670)
Other, net 169 83
---------------- ---------------
Total Non-operating Income (Expense) (4,537) (746)
---------------- ---------------
Income (Loss) Before Provision for (Benefit from)
Income Taxes (14,725) 7,443
Provision for (Benefit from) Income Taxes (894) 3,483
---------------- ---------------
Net Income (Loss) (13,831) 3,960
Preferred Stock Dividend 93 95
---------------- ---------------
Net Income (Loss) Applicable to Common Shareholders $ (13,924) $ 3,865
================ ===============
Basic Net Income (Loss) Per Share $ (2.71) $ 0.77
================ ===============
Diluted Net Income (Loss) Per Share $ (2.71) $ 0.75
================ ===============
The accompanying notes are an integral part of these consolidated statements.
CFI PROSERVICES, INC.
dba CONCENTREX INCORPORATED
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(Dollars in thousands)
Common Stock
--------------------------- Retained Earnings
Shares Amount (Accumulated Deficit) Total
---------- --------- --------------------- ---------
BALANCES, DECEMBER 31, 1997 4,925,423 $ 18,865 $ 7,078 $ 25,943
Issuance of Common Stock 107,554 768 - 768
Tax benefits from stock transactions - 56 - 56
Net income applicable to common shareholders - - 3,865 3,865
---------- --------- --------------------- ---------
BALANCES, DECEMBER 31, 1998 5,032,977 19,689 10,943 30,632
Issuance of Common Stock 306,004 3,414 - 3,414
Repurchase of Common Stock (88,200) (1,145) - (1,145)
Issuance of Common Stock warrants - 2,088 - 2,088
Exchange of options in connection with acquisition - 1,651 - 1,651
Tax benefits from stock transactions - 6 - 6
Net Loss applicable to common shareholders - - (13,924) (13,924)
---------- --------- --------------------- ---------
BALANCES, DECEMBER 31, 1999 5,250,781 $ 25,703 $ (2,981) $ 22,722
========== ========= ===================== =========
The accompanying notes are an integral part of these consolidated statements.
CFI PROSERVICES, INC.
dba CONCENTREX INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
Years Ended December 31,
-------------------------
1999 1998
---------- -----------
Cash flows from operating activities:
Net income (loss) applicable to common shareholders $ (13,924) $ 3,865
Adjustments to reconcile net income (loss) applicable to common
shareholders to cash provided by operating activities:
Depreciation and amortization 9,505 6,805
Write off of in process research and development 9,000 2,661
Interest accreted on mandatory redeemable preferred stock 93 95
Interest accreted on notes payable 301 93
Amortization of debt discount and deferred loan costs 1,056 -
Expense for stock warrants issued 124 -
Expense for ESSOP shares issued 1,230 -
Deferred income taxes (1,124) (586)
Equity in losses attributable to joint venture - 670
(Increase) decrease in assets, net of effects from
purchase of businesses:
Receivables, net (4,954) 2,749
Inventory 302 48
Prepaid expenses and other assets (655) 612
Income taxes receivable (1,647) -
Increase (decrease) in liabilities, net of effects
from purchase of businesses:
Drafts payable 728 -
Accounts payable 3,924 (133)
Accrued expenses (3,935) 52
Deferred revenues 9,541 (7,307)
Customer deposits (684) 1,966
Income taxes payable (473) (596)
---------- -----------
Net cash provided by operating activities 8,408 10,994
Cash flows from investing activities:
Expenditures for property and equipment (2,711) (1,680)
Software development costs capitalized - (1,054)
Investment in joint venture - (304)
Proceeds from long-term note receivable 153 189
Issuance of note receivable - (391)
Purchase of investments - (206)
Cash paid for acquisition of Modern Computer Systems, Inc.
net of cash received (5,591) -
Cash received in acquisition of MECA Software, LLC 889 -
Cash paid for acquisition of ULTRADATA Corporation, net of
cash received (59,968) -
Cash paid for other acquistion (98) -
Cash paid for acquisition of Mortgage Dynamics, Inc. - (2,668)
---------- -----------
Net cash used in investing activity (67,326) (6,114)
Cash flows from financing activities:
Net payments on line of credit (518) (1,310)
Payments on note payable (166) -
Payments on long-term debt (8,291) (666)
Proceeds from long term debt 65,000 -
Proceeds from issuance of convertible subordinated notes 5,550 -
Payment of deferred loan costs (4,674) -
Payments on mandatory redeemable preferred stock (103) (103)
Proceeds from issuance of common stock 965 768
Repurchase of common stock (1,145) -
---------- -----------
Net cash provided by (used in) financing activities 56,618 (1,311)
---------- -----------
Increase (decrease) in cash and cash equivalents (2,300) 3,569
Cash and cash equivalents (including restricted cash):
Beginning of period 3,589 20
---------- -----------
End of period $ 1,289 $ 3,589
========== ===========
The accompanying notes are an integral part of these consolidated statements.
CFI PROSERVICES, INC.
dba CONCENTREX INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF BUSINESS
CFI ProServices, Inc., dba Concentrex Incorporated, and its subsidiaries
(the Company) provides technology-powered solutions to the financial
services industry. The Company offers a broad range of traditional
software products and services, as well as business-to-business e-
commerce solutions. Software for a financial institution includes back
office "core" processing, loan origination, new account opening, branch
automation and cross selling. The Company has been in business since
1978.
BASIS OF CONSOLIDATION
The consolidated financial statements include the accounts of the
Company's wholly owned subsidiaries: ULTRADATA Corporation (ULTRADATA),
MoneyScape Holdings, Inc. (MSHI), and MECA Software, L.L.C. (MECA). The
Company owns a 99% membership interest in MECA, and MSHI owns the
remaining 1% membership interest. All intercompany transactions and
balances have been eliminated. The Company made certain acquisitions in
October 1998, January 1999, May 1999 and August 1999 (see Note 2). These
acquisitions have been included in the consolidated financial statements
since the dates of acquisition.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash and short-term investments with
maturity dates of three months or less at the time of acquisition.
INVENTORY
Inventory consists primarily of printed bank forms and computer hardware,
and is stated at the lower of cost or market, with cost determined on the
first-in, first-out (FIFO) method.
PROPERTY AND EQUIPMENT
Property and equipment is stated at cost, less accumulated depreciation.
Depreciation is computed on a straight-line basis over the estimated
useful lives of the individual assets, which are three years for computer
equipment and software, and five to seven years for furniture, fixtures
and other equipment. Leasehold improvements are amortized over the
shorter of the estimated useful life or the term of the lease.
Expenditures for repairs and maintenance are charged to current
operations, and costs related to renewals and improvements that add
significantly to the useful life of an asset are capitalized. When
depreciable properties are retired or otherwise disposed of, the cost and
related accumulated depreciation are removed from the accounts and the
resulting gain or loss is reflected in income.
SOFTWARE
The costs of internally developed software which meet the criteria in
SFAS No. 86, "Accounting for the Costs of Computer Software To Be Sold,
Leased or Otherwise Marketed," are capitalized. These costs are
amortized on a straight-line basis over estimated economic lives ranging
from three to five years.
Purchased software is capitalized at cost and amortized on a straight-
line basis over the estimated economic life of three to six years.
Generally, contracts for purchased software require royalties to be paid
based on revenues generated by the related software.
Years Ended December 31,
------------------------------
1999 1998
----------- -------------
(In thousands)
Amortization of internally developed software $ 2,993 $ 2,633
Amortization of purchased software 784 19
GOODWILL
Goodwill resulting from acquisitions is amortized on a straight-line
basis over estimated lives of five to 20 years. The Company believes
these useful lives are appropriate based on the factors influencing
acquisition decisions. These factors include product life, profitability
and general industry outlook. The Company reviews its goodwill for
impairment at the end of each quarter, or more frequently when events or
changes in circumstances indicate that the carrying amount of the assets
may not be recoverable. To perform that review, the Company estimates the
sum of expected future undiscounted cash flows from operating activities.
If the estimated net cash flows are less than the carrying amount of
goodwill, the Company recognizes an impairment loss in an amount
necessary to write the assets down to fair value as determined by the
expected discounted future cash flows. In 1998 the Company wrote off
$877,000, reflecting the remaining goodwill associated with its fisCAL
credit analysis products and related severance costs calculated in
accordance with pre-existing employment contracts. These charges are
included in the acquired in-process research and development and other
charges in the Company's Statement of Operations for 1998.
INVESTMENT IN JOINT VENTURE
In November 1997 the Company made a 50% investment in Lori Mae, L.L.C.
(Lori Mae), a company designed to securitize small business loans
originated by community banks. The Company uses the equity method to
account for its investment in this joint venture. In 1998 the Company
wrote off its initial investment in Lori Mae in the amount of $352,000
due to lack of acceptable market demand for Lori Mae's initial product.
This charge, in addition to losses attributable to the joint venture, are
included in equity in losses attributable to joint venture in the
Company's Statement of Operations for 1998. At December 31, 1999 and
1998, the Company's net investment in Lori Mae was $0.
DEFERRED LOAN COSTS AND DEBT DISCOUNT
Deferred loan costs associated with the Company's debt are included in
other assets. Deferred loan costs net of amortization were $3,602,000 and
$0 at December 31, 1999 and 1998, respectively. Debt discount is recorded
as a reduction in the carrying value of the debt. Deferred loan costs and
debt discount are amortized using the effective interest method. See Note
6.
REVENUE RECOGNITION
License revenues are derived from three kinds of transactions:
o Licenses with no follow-on obligations on the part of the Company
are recognized upon delivery.
o Licenses which require installation and training by the Company
prior to use are recognized upon completion of the installation
and training.
o Licenses which include significant amounts of tailoring and,
occasionally, customization are recognized on a percentage of
completion basis as the tailoring and customization are
performed. Estimates of efforts to complete a project are used in
the percentage of completion calculation. Due to the
uncertainties inherent in these estimates, actual results could
differ from those estimates.
If the license agreement obligates the Company to provide post-contract
support at no additional cost to the customer, the revenue related to the
post-contract support is recognized ratably over the support period.
Returns and exchanges are infrequent and are recorded as reductions in
license revenue when the obligation to accept the return or conduct the
exchange becomes known.
Revenues for consulting, custom programming and training, where
separately contracted for, are recognized as the related services are
performed. Other revenues include sales of preprinted forms and hardware,
which are recognized upon delivery. Amounts received in advance for
service and support contracts are deferred and recognized ratably over
the support period. Amounts in excess of invoiced minimums for service
and support charges based on usage are estimated and recognized in the
period in which usage occurs. Included in receivables at December 31,
1999 and 1998 are unbilled receivables of $7.3 million and $7.7 million,
respectively. These primarily relate to percentage of completion
contracts and contracts with deferred payment terms.
INCOME TAXES
The Company accounts for income taxes in accordance with SFAS No. 109,
"Accounting For Income Taxes." This pronouncement requires deferred tax
assets and liabilities to be valued using the enacted tax rates expected
to be in effect when the temporary differences are recovered or settled.
ADVERTISING COSTS
Advertising costs are expensed as incurred. These costs were $1.8 million
and $1.4 million for the years ended December 31, 1999 and 1998,
respectively.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to
make estimates and assumptions that affect the reported amounts of assets
and liabilities, and disclosure of contingent assets and liabilities, at
the date of the financial statements and the reported amounts of revenues
and expenses during the reporting periods. Actual results could differ
from those estimates.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company's financial instruments consist of accounts receivable,
accounts payable and debt instruments. At December 31, 1999 and 1998, the
fair value of the Company's accounts receivable and accounts payable
approximated their carrying value due to their short-term nature. At
December 31, 1999 and 1998, the fair value of the Company's debt,
excluding debt discount, approximated its carrying value.
EARNINGS PER SHARE
Basic earnings per share (EPS) and diluted EPS are computed using the
methods prescribed by SFAS No. 128, "Earnings per Share." Basic EPS is
calculated using the weighted average number of common shares outstanding
for the period and diluted EPS is computed using the weighted average
number of common shares and dilutive common equivalent shares
outstanding. Following is a reconciliation of basic EPS and diluted EPS:
Year Ended December 31, 1999 1998
- ------------------------------ --------- --------- --------- --------- --------- ---------
(In thousands, except per
share data) Per Per
Share Share
BASIC EPS Loss Shares Amount Income Shares Amount
- --------- --------- --------- --------- --------- --------- ---------
Income (loss) available to
Common shareholders $(13,924) 5,132 $(2.71) $ 3,865 5,012 $ 0.77
========= =========
Effect of Dilutive Securities
Stock Options - - - 155
--------- --------- --------- ---------
DILUTED EPS
- -----------
Income (loss) available to
Common shareholders $(13,924) 5,132 $(2.71) $ 3,865 5,167 $ 0.75
========= =========
The number of options and warrants to purchase shares of common stock and
the assumed conversion of convertible subordinated notes that were
excluded from the table above (as the effect would have been anti-
dilutive) were 2,112,447 for the year ended December 31, 1999 and 787,184
for the year ended December 31, 1998, respectively.
SUPPLEMENTARY CASH FLOW INFORMATION
The Company made the following cash payments: Years Ended December 31,
------------------------
1999 1998
--------- ---------
(In thousands)
Interest and preferred dividends $ 2,401 554
Income taxes 2,016 4,751
Noncash investing and financing activities were as follows:
Years Ended December 31,
------------------------
1999 1998
--------- --------
(In thousands)
Tax benefit from exercise of nonqualified stock options $ 6 $ 56
Increase in goodwill for accrued acquisition related contingent
royalties 752 1,085
Reclassification of bank line of credit to long-term debt -- 4,000
Issuance of common stock in connection with acquisition of Modern
Computer Systems, Inc. 650 --
Issuance of common stock in connection with acquisition of MECA
Software, L.L.C. 569 --
Assumption of debt in connection with acquisition of MECA Software,
L.L.C. 7,500 --
Other liabilities assumed in connection with acquisitions 17,676 --
Accrual of loan renegotiation costs 1,711 --
Fair value of stock warrants issued in connection with financings 1,964 --
Fair value of stock options converted in connection with acquisition of
ULTRADATA Corporation 1,651 --
Note payable acquired in connection with acquisition of ULTRADATA
Corporation 504 --
RECLASSIFICATIONS
Certain reclassifications in the financial statements and notes have been
made to prior year financial statements to conform with the current
presentation.
COMPREHENSIVE INCOME
SFAS No. 130, "Reporting Comprehensive Income," establishes standards for
reporting and display of comprehensive income. Comprehensive income
includes charges or credits to equity that did not result from
transactions with shareholders. SFAS No. 130 became effective during
1998. As net income (loss) and comprehensive income (loss) were identical
in 1999 and 1998, SFAS No. 130 did not have an impact on the Company's
financial statements.
SEGMENT REPORTING
SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information," requires the Company to report certain information about
operating segments. SFAS No. 131 became effective for the Company's year
ended December 31, 1998. The Company provides integrated software to
financial institutions for, among other things, use in back office
processing, branch automation, loan origination, new account opening and
electronic banking. The Company classifies its products primarily as
application products and e-commerce products. These products constitute
the Company's suite of products and are sold to the same types of
customer through similar distribution channels. Accordingly, the Company
believes it operates in one segment. During 1999 revenue was
reclassified for all periods into the Software Products and Services
group and the e-Commerce group. Total revenues did not change as a result
of this reclassification. Revenues for products and associated services
are separately reported in the Software Products and Services group and
the e-Commerce group on the Statement of Operations.
Virtually all of the Company's sales are made in the United States. The
remaining sales are made to customers located in Latin America.
RECENT PRONOUNCEMENT
In June 1999, Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 137, "Accounting for Derivative
Instruments and Hedging Activities" (SFAS 137). SFAS 137 is an amendment
to Statement of Financial Accounting Standards No. 133, "Accounting
for Derivative and Hedging Activities." SFAS 137 establishes accounting
and reporting standards for all derivative instruments. SFAS 137 is
effective for the Company beginning January 1, 2001. The Company
currently does not have any significant derivative instruments and,
accordingly, does not expect the adoption of SFAS 137 to have a
significant impact on its results of operations or financial position.
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101 (SAB No. 101) on revenue recognition. SAB
No. 101 provides guidance on the recognition, presentation, and
disclosure of revenue in financial statements. The Company does not
expect the adoption of SAB No. 101 to have a material impact on its
results of operations or financial position.
2. ACQUISITIONS
Effective January 1, 1999 the Company acquired substantially all of the
assets of Modern Computer Systems, Inc. and certain related corporations
(collectively, MCS). MCS offers hardware and software solutions for the
back office accounting needs of community banks and credit unions. The
purchase price approximated $7.0 million and consisted of cash paid of
$6.0 million, common stock issued of $650,000 and acquisition costs. The
purchase price was allocated to the estimated fair value of the assets
acquired, which included goodwill and purchased software. The acquisition
was accounted for as a purchase. The operations of MCS have been included
in the Company's results of operations since January 1, 1999. The 1998
pro forma results reflecting the MCS acquisition are not materially
different from the Company's reported results for the year ended December
31, 1998.
Effective May 17, 1999 the Company and MSHI acquired 99% and 1%,
respectively, of the equity in MECA in exchange for 50,000 shares of
Concentrex common stock. The acquisition was accounted for as a purchase.
The net purchase price approximated $12.3 million and consisted of the
common stock issued, assumption of net liabilities and accrued
acquisition costs. The liabilities assumed included $7.5 million of debt
owed to certain former members of MECA and was repaid by the Company from
proceeds from bank borrowings. The purchase price was allocated to the
estimated fair value of the assets acquired, which included the expensing
of $3.8 million of in-process research and development and the
recognition of a $10.5 million deferred tax asset. The technological
feasibility of the acquired technology, which has no alternative future
use, had not been established prior to the purchase. The excess of the
fair value of the assets acquired over cost (negative goodwill) was
allocated to reduce acquired non-current assets. The Company is still
obtaining certain data related to the acquisition, and accordingly, the
purchase price allocation remains open. The operations of MECA have been
included in the Company's results of operations since May 17, 1999.
Effective August 13, 1999 Concentrex acquired all of the outstanding
common stock of ULTRADATA. ULTRADATA provides information management
software and solutions for relationship-oriented financial institutions.
The acquisition was accounted for as a purchase, resulting in
approximately $56.4 million of goodwill and purchased software. These
amounts are being amortized over a period of six to 20 years. The
purchase price was $67.7 million, including acquisition-related expenses.
The purchase price was allocated to the estimated fair value of the
assets acquired, which included the expensing of $5.2 million of in-
process research and development. The technological feasibility of the
acquired technology, which has no alternative future use, had not been
established prior to the purchase. The Company is still obtaining certain
data related to the acquisition, and, accordingly, the purchase price
allocation remains open. The operations of ULTRADATA have been included
in the Company's results of operations since August 13, 1999.
In October 1998 the Company acquired substantially all of the assets of
Mortgage Dynamics, Inc. (MDI). The acquisition was accounted for as a
purchase. The purchase price was $2.7 million in cash plus certain
contingent royalties tied to future revenue production. In conjunction
with this acquisition, the Company recorded approximately $1.5 million of
goodwill, which is being amortized ratably over seven years; $230,000 of
purchased software, which is being amortized ratably over three years;
and $991,000 of acquired in-process research and development, determined
by independent appraisal, all of which was expensed in 1998. The
technological feasibility of the acquired technology, which has no
alternative future use, had not been established prior to the purchase.
Pro forma results reflecting the MDI acquisition are not materially
different from the Company's reported results for 1998.
Unaudited pro forma results of operations assuming the MECA and ULTRADATA
acquisitions occurred at January 1, 1998 are as follows:
Years ended December 31,
---------------------------
1999 1998
---------- ----------
(In thousands except per share data)
Total Revenue $ 131,684 $ 139,637
Net loss applicable to common shareholders $ (21,991) $ (10,133)
Basic net loss per share $ (4.26) $ (2.00)
Diluted net loss per share $ (4.26) $ (2.00)
Pro forma results include the write-off of acquired in-process research
and development in the year incurred.
3. PROPERTY AND EQUIPMENT
The major categories of property and equipment are summarized as follows:
December 31,
-----------------------------------------
1999 1998
----------------- ----------------
(In thousands)
Computer hardware and software $ 14,397 $ 10,630
Furniture and fixtures 4,206 3,293
Leasehold improvements 1,584 558
Machinery and equipment 239 --
----------------- ----------------
20,426 14,481
Less- accumulated depreciation 12,894 9,947
================= ================
$ 7,532 $ 4,534
================= ================
Depreciation expense for the years ended December 31, 1999 and 1998 was
$2,668,000 and $2,381,000, respectively.
4. ACCRUED EXPENSES
Accrued expenses consist of the following:
December 31,
----------------------------------
1999 1998
------------- --------------
(In thousands)
Accrued royalties $ 1,372 $ 1,766
Accrued commissions 831 960
Accrued bonuses and profit sharing 3,206 2,095
Sales taxes 1,141 599
Accrued acquisition costs, primarily severance 2,660 --
Other 5,971 2,597
============= ==============
$ 15,181 $ 8,017
============= ==============
Accrued severance costs were recorded in connection with the 1999
acquisitions. Amounts relate to employees terminated prior to December
31, 1999 as a result of the acquisitions and were accrued pursuant to
contractual obligations assumed in the acquisitions.
5. EMPLOYEE BENEFIT PLANS
The Company created a profit sharing plan (the Plan) on February 1, 1989
under the provisions of Section 401(k) of the Internal Revenue Code.
Effective January 1, 1999, the Plan was amended to be an Employee Savings
and Stock Ownership Plan (ESSOP). The ESSOP provides for employee profit
sharing and employer matching of 401(k) contributions to be made in the
form of Company common stock. Employer matching contributions to the
ESSOP are made at the discretion of the Board of Directors and were
$944,000 and $856,000 for the years ended December 31, 1999 and 1998,
respectively.
The Board of Directors has approved an officers' bonus plan. The amount
and timing of bonuses and profit sharing payments under the ESSOP are at
the Board's discretion. In 1999 the profit sharing payment under the
ESSOP was made in common stock. The expense associated with these plans
for the years ended December 31, 1999 and 1998 was $4,331,000 and
$2,735,000, respectively.
Through December 31, 1998 the Company had a qualified employee stock
purchase plan (ESPP) which allowed qualified employees to direct up to
seven percent of monthly base pay for purchases of stock. The purchase
price for shares purchased under the plan was 85 percent of the lesser of
the fair market value at the beginning or end of the plan year. The ESPP
terminated in accordance with its terms during 1999.
6. FINANCINGS
COMMON STOCK
On May 14, 1999 the Company sold 90,000 shares of its common stock to one
investor for gross proceeds of $900,000. The proceeds of the issuance
were used to repay liabilities acquired in the MECA acquisition.
During January 1999 the Company's Board of Directors authorized a
repurchase of up to $5.0 million of the Company's common stock. During
the first quarter of 1999, the Company repurchased 88,200 shares of its
common stock for $1.1 million. The Company did not repurchase any other
shares in 1999.
DEBT
On May 17, 1999 the Company entered into two lending agreements (the
"USNB Lending Agreements") with U.S. Bank National Association ("USNB").
On August 13, 1999 the USNB Lending Agreements were terminated, and all
amounts outstanding were repaid, upon completion of the financing
described in the following paragraphs. The first USNB Lending Agreement
was for a revolving line of credit in an amount not to exceed $5.0
million (the "Revolving Line") to be used for working capital. The
Company drew $4.0 million on the Revolving Line on May 17, 1999 and used
the proceeds to pay off all amounts owing on a previous line of credit
with Bank of America; the Bank of America credit facility with the
Company was simultaneously terminated. The second USNB Lending Agreement
was for a revolving line of credit in an amount not to exceed $15.0
million (the "Acquisition Line") to be used for acquisitions. The Company
drew $8.3 million on the Acquisition Line on May 17, 1999 and used the
proceeds to pay off certain liabilities assumed in connection with the
acquisition of MECA on that date. The Company drew an additional $2.7
million on the Acquisition Line to purchase shares of ULTRADATA common
stock in open market transactions during the quarter ended June 30, 1999.
On August 13, 1999 the Company and its subsidiaries entered into a
financing agreement (the "Financing Agreement") with Foothill Capital
Corporation ("Foothill") and certain other parties (collectively, the
"Lenders") for three credit facilities aggregating $80 million. The
credit facilities provided under the Financing Agreement terminate on
August 13, 2002.
The first credit facility under the Financing Agreement is a revolving
credit facility (the "Foothill Revolver") for up to $15 million, subject
to borrowing base restrictions related to accounts receivable of the
Company and its subsidiaries. The Foothill Revolver bears interest at an
annual rate equal to the prime rate plus 1.0%. On August 13, 1999 the
Company drew $1.7 million under the Foothill Revolver in connection with
the ULTRADATA acquisition. The interest rate on the Foothill Revolver was
9.5% at December 31, 1999.
The second credit facility under the Financing Agreement is a term loan
for $35 million (the "Term A Loan") that bears interest at an annual rate
equal to the prime rate plus 2.0%. The Term A Loan has scheduled
quarterly prepayments of principal beginning in the second quarter of
2000 that are expected to aggregate $19 million over the term of the
loan; the expected remaining principal of $16 million is due on August
13, 2002. On August 13, 1999 the Company drew $35 million under the Term
A Loan in connection with the ULTRADATA acquisition. The interest rate on
the Term A Loan was 10.5% at December 31,1999.
The third credit facility under the Financing Agreement is a term loan
for $30 million (the "Term B Loan") that bears interest at an annual rate
equal to the prime rate plus 5.0%. The Term B Loan has no scheduled
prepayments of principal. The Term B Loan is due in full on August 13,
2002. On August 13, 1999 the Company drew $30 million under the Term B
Loan in connection with the ULTRADATA acquisition. The interest rate on
the Term B Loan was 13.5% at December 31, 1999.
In connection with the credit facilities provided under the Financing
Agreement, the Company issued to the Lenders warrants (the "Lender
Warrants") to purchase up to 381,822 shares of the common stock of the
Company, which represented 5.0% of the fully diluted common stock of the
Company at the date of issuance. The exercise price of the Lender
Warrants is $10.00 per share. The Company has registered for resale the
shares of common stock issuable upon exercise of the Lender Warrants. The
Lender Warrants are exercisable through August 13, 2004. The Company also
issued warrants to purchase 58,000 shares of common stock to the debt
placement agent in connection with obtaining the credit facilities under
the Financing Agreement. The warrants issued to the debt placement agent
have the same terms as the Lender Warrants. The Company recorded the fair
value of the warrants as debt discount and deferred loan costs as
appropriate.
At December 31, 1999 and December 31, 1998, long-term debt consisted of
the following:
December 31,
--------------------
1999 1998
----------- -----------
(In thousands)
Term A Loan $ 35,000 $ --
Term B Loan 30,000 --
Note payable, in relation to Halcyon acquisition, with imputed
interest at 8.0%, due in quarterly installments of $50, including
interest, payable through 2001 272 449
Note payable, assumed in the Halcyon acquisition, in
monthly installments of $6, including interest
imputed at 8.5%, with final payment due October 2004 265 307
Guaranteed royalties to be paid in relation to Input acquisition,
with imputed interest at 6.0%, payable through March 2001 813 1,148
TSTG non-compete payments through April 1999 -- 50
Note payable, assumed in the ULTRADATA acquisition, due in
monthly installments of $29, including interest at the rate of 10.0% 410 --
Long-term portion of line of credit -- 4,000
----------- -----------
66,760 5,954
Less current portion of long-term debt (4,570) (261)
Less debt discount (3,154) --
----------- -----------
Long-term debt $ 59,036 $ 5,693
=========== ===========
Payouts under long-term debt are as follows (in thousands):
YEARS ENDING DECEMBER 31,
2000 $ 4,570
2001 10,021
2002 52,055
2003 60
2004 54
===============
$ 66,760
===============
On August 13, 1999 the Company also issued 10% Convertible Subordinated
Discount Notes (the "Subordinated Notes") in the aggregate original face
amount of $7.4 million (with original issue discount of $1.9 million).
The Subordinated Notes are generally non-callable by the Company through
August 13, 2002. Interest at 10% per annum accretes on the Subordinated
Notes through August 13, 2002 and then becomes payable in cash by the
Company if the Subordinated Notes are not redeemed or converted by that
date. The Subordinated Notes are initially convertible into a maximum of
743,754 shares of the Company's common stock at the election of the
holders. The actual number of shares into which the Subordinated Notes
are convertible depends upon the date of conversion and the amount of
interest accreted on the Subordinated Notes through the date of
conversion. The conversion price of the Subordinated Notes is $10.00 per
share. If the average closing price of the Company's common stock for the
10 trading days ending on August 12, 2000 is less than $10.00 per share,
the conversion price will be reduced at that time to equal such average
price. If the conversion price of the Subordinated Notes is reduced
pursuant to the terms of the Subordinated Notes, the Company will record
additional interest expense. The Subordinated Notes are due on August 13,
2004 if not previously converted by that date. The Company received gross
proceeds of $5.5 million upon issuance of the Subordinated Notes, all of
which was used in connection the ULTRADATA acquisition.
During the fourth quarter of 1999, we amended our financing agreements
with our lenders. In consideration for those amendments, we agreed to pay
fees of 2% of the total loan commitments (a total of $1.7 million) and
agreed to decrease the exercise and conversion prices of certain warrants
and convertible notes held by the lenders from $12.34 per share to $10
per share. The new exercise and conversion prices for the warrants were
established at a 24% premium to the market price of our common stock at
December 31, 1999. The loan fees paid and the fair value attributed to
the change in the exercise price of the warrants held by the debt holders
was recorded as additional debt discount.
As a result of our 1999 acquisitions, the Company is highly leveraged.
Our loan agreements contain financial covenants that we must abide by and
prohibit the payment of dividends on our common stock, among other
restrictions. For example, the Company is required to generate specific
levels of earnings before interest, taxes, depreciation and amortization
("EBITDA") measured over four-quarter periods. At December 31, 1999, the
Company was in compliance with all financial covenants.
7. COMMITMENTS AND CONTINGENCIES
OPERATING LEASES
The Company leases facilities and equipment under operating leases, with
terms from one to 10 years, payable in monthly installments. Total lease
expense was $4,582,000 and $2,980,000 for the years ended December 31,
1999 and 1998, respectively.
Future minimum lease payments are as follows (in thousands):
YEARS ENDING DECEMBER 31,
2000 $ 6,202
2001 5,873
2002 4,573
2003 4,470
2004 3,651
Thereafter 3,950
==============
$ 28,719
==============
In 1998, the Company recorded a loss of $793,000 for the present value of
net future lease payments due with respect to certain office space in
Atlanta that the Company ceased using. The loss was included in other
charges on the Statement of Operations for 1998.
CONTINGENCIES
The Company is involved in routine legal matters incidental to its
business. The Company believes that the resolution of any such matters
that are currently outstanding will not have a material effect on its
financial condition or results of operations. However, no assurance can
be given that the concurrent resolution of several of such matters in
manners adverse to the Company would not have a material adverse effect
on the Company's financial condition or results of operations.
During the year ended December 31, 1999, the Company recorded an expense
of $900,000 related to a settlement of an arbitration proceeding. This
expense was included in other charges on the Statement of Operations for
1999.
8. INCOME TAXES
The provision (benefit) for income taxes is as follows:
Years Ended December 31,
--------------------------------------
1999 1998
---------------- ---------------
(In thousands)
Current tax provision:
Federal $ 206 $ 3,667
State 24 402
---------------- ---------------
230 4,069
Deferred tax provision (benefit) (1,124) (586)
---------------- ---------------
Total provision (benefit) $ (894) $ 3,483
================ ===============
The reconciliation of the statutory Federal income tax rate to the Company's
effective income tax rate is as follows:
Years Ended December 31,
----------------------------
1999 1998
----------- -----------
Federal statutory rate (34.0) % 34.0 %
State income taxes net of Federal benefit (4.0) 4.8
Disallowance of meals and entertainment expenses 0.9 1.4
Purchase accounting adjustments, including goodwill
amortization 29.8 5.5
Change in valuation allowance -- (0.1)
Other 1.3 1.2
----------- -----------
(6.0) % 46.8 %
=========== ===========
Deferred tax assets and liabilities are comprised of the following components:
December 31,
---------------------------------
1999 1998
-------------- ------------
(In thousands)
Current deferred tax asset:
Allowance for doubtful accounts $ 1,118 $ 844
Current portion of net operating loss carryforwards -- 164
Severance and other accruals 1,006 281
Accrued vacation liability 214 --
Other 505 52
-------------- ------------
Total current deferred tax asset $ 2,843 $ 1,341
============== ============
Long-term deferred tax asset (liability):
In-process technology acquired $ 2,448 $ 2,660
Depreciation 197 (160)
Intangibles amortization (1,259) 702
Tax basis of acquired asset in excess of book 9,510 --
Capitalized software (1,900) (3,145)
Net operating loss and credit carryforwards 3,849 475
Other (33) (77)
-------------- ------------
Gross long-term deferred tax asset 12,812 455
Valuation allowance (3,374) (100)
-------------- ------------
Total long-term deferred tax asset $ 9,438 $ 355
============== ============
The increase (decrease) in the valuation allowance was $3,274,000 and
$(72,000) for the years ended December 31, 1999 and 1998, respectively.
At December 31, 1999, for Federal tax return reporting purposes, the
Company had approximately $7.1 million of regular and alternative
minimum tax loss carryovers that expire at various dates through 2019. In
addition, at December 31, 1999, the Company had $1.2 million of general
business credit carryovers that expire at various dates through 2013. The
general business credit carryovers may not be used to offset taxes
payable until the tax loss carryovers are fully utilized. Current Federal
tax law limits the net operating loss and tax credit carryforwards
available to be used in any given year in the event of certain
circumstances including significant changes in ownership interests. The
Company is limited to using approximately $3.7 million of net operating
loss carryovers in any one year. During 1999 the Company acquired certain
tax loss carryforwards in connection with its acquisitions. Because of
the uncertainty of realization of these tax loss carryforwards, the
Company provided a valuation allowance against the related deferred tax
assets. The increase in the valuation allowance in 1999 is primarily
attributed to these acquired tax loss carryforwards. Realization, if
any, of these tax loss carryforwards will be recorded as a reduction in
goodwill.
9. PREFERRED STOCK
The Company is redeeming the 10,300 outstanding shares of mandatory
redeemable Class A preferred stock at $262.14 per share over a 28-year
period ending in the year 2018. The present value of the remaining
payments, which are due quarterly, has been recorded as the carrying
value at December 31, 1999 and 1998. The carrying value is adjusted as
payments are made and dividends are accrued on the shares yet to be
redeemed. The rate used to calculate the present value was 13 percent per
annum, which approximated the Company's borrowing rate at the time
redemption commenced. At December 31, 1999 there were 7,017 outstanding
shares remaining to be redeemed.
The repayment schedule for the mandatory redeemable Class A preferred
stock at December 31, 1999 is as follows (in thousands):
2000 $ 103
2001 103
2002 103
2003 103
Thereafter 1,428
-------------
Total future payments 1,840
Less- Amount representing dividends 1,112
-------------
Present value of future payments 728
Less- Current portion --
-------------
Long-term mandatory redeemable preferred stock $ 728
=============
10. STOCK OPTIONS AND DIRECTOR COMPENSATION
At December 31, 1999, the Company had four stock plans: a Consolidated
Plan, a nonqualified stock option plan, the Compensation Plan for outside
directors and the ESSOP.
Under the Consolidated Plan, options, which consist of incentive stock
options and nonqualified stock options, generally vest ratably over five
years and generally expire ten years from the date of grant. The exercise
price for incentive stock options granted under the plan is set at the
fair market value at the grant date. The exercise price for nonqualified
options may be set below the fair market value at the grant date, but, to
this date, no options have been granted with an exercise price less than
fair market value at the grant date.
Under the nonqualified stock option plan, available to officers and key
employees, the vesting period and exercise price, which may be set below
the fair market value at the date of grant, are determined by the
Compensation Committee of the Board of Directors. No options have been
granted with an exercise price less than fair market value at the date of
grant.
Under the Restated Outside Director Compensation and Stock Option Plan
(the Compensation Plan), the company provides for outside directors to be
paid a $7,000 retainer and $1,000 for each Board of Directors meeting
attended, and the issuance of stock options. The options are awarded
annually on the first business day after each annual meeting of
shareholders.
Under the ESSOP 175,000 shares of Common Stock were initially reserved,
of which 104,618 had been issued as of December 31,1999. The Company
records compensation expense for the shares issued under the ESSOP based
on the fair market value of the stock.
Below is a table showing the activity for the three stock option plans
during 1999 and 1998:
Weighted Average Total
Shares Subject Exercise Price Per Exercise
to Options Share Price
(in thousands)
----------------- -------------------- ------------------
Balances, December 31, 1997 783,303 $ 12.32 $ 9,653
Options granted 214,293 12.39 2,655
Options exercised (51,680) 10.43 (539)
Options lapsed (30,490) 13.74 (419)
----------------- -------------------- ------------------
Balances, December 31, 1998 915,426 12.40 11,350
Options granted 468,956 9.25 4,337
Options exercised (9,442) 4.93 (46)
Options lapsed (13,437) 10.19 (137)
----------------- -------------------- ------------------
Balances, December 31, 1999 1,361,503 $ 11.39 $ 15,504
================= ==================== ==================
In August 1999 the Company exchanged 273,293 of outstanding employee
stock options as a result of the ULTRADATA acquisition. The exercise
prices for these options range from $3.66 to $15.32 per share. These
options are included in the table above as options granted during 1999.
The Company has recorded as part of the purchase price $1.7 million
relating to the fair value of the options exchanged.
For all three stock option plans at December 31, 1999, there were
1,478,404 shares of unissued stock reserved for issuance, of which
116,901 shares remained available for future grants. Options to purchase
767,788 and 437,026 shares of common stock were exercisable at December
31, 1999 and 1998, respectively. These exercisable options had weighted
average exercise prices of $10.71 and $9.91 at December 31, 1999 and
1998, respectively.
The Financial Accounting Standards Board issued SFAS No.123 which defines
a fair value based method of accounting for an employee stock option and
similar equity instrument and encourages all entities to adopt that
method of accounting for all of their employee stock compensation plans.
However, it also allows an entity to continue to measure compensation
cost for those plans using the method of accounting prescribed by APB 25.
Entities electing to remain with the accounting in APB 25 must make pro
forma disclosures of net income and earnings per share, as if the fair
value based method of accounting defined in SFAS 123 had been adopted.
The Company has elected to account for its stock-based compensation plans
under APB 25; however, the Company has computed, for pro forma disclosure
purposes, the value of all options granted during 1999 and 1998 using the
Black-Scholes options pricing model as prescribed by SFAS 123 using the
following weighted average assumptions for grants:
For the Year Ended December 31,
-------------------------------------
1999 1998
-------------- ----------------
Risk-free interest rate 6.25% 6.0%
Expected dividend yield 0.0% 0.0%
Expected lives (years) 7.5 7.5
Expected volatility 35.0% 59.4%
Using the Black-Scholes methodology, the total value of options granted
during 1999 and 1998 was $1.1 million and $1.2 million, respectively,
which would be amortized on a pro forma basis over the vesting period of
the options (typically five years). The weighted average fair value of
options granted during 1999 and 1998 was $7.52 per share and $8.36 per
share, respectively. During 1999, the Company terminated the ESPP. The
number of shares issued under the ESPP was 1,944 and 22,383 for the years
ended December 31, 1999 and 1998, respectively, and the related weighted
average purchase price and weighted average fair value of shares issued
were $9.77 and $5.19, respectively for 1999 and $10.20 and $5.83,
respectively for 1998.
If the Company had accounted for its stock-based compensation plans in
accordance with SFAS 123, the Company's net income (loss) and net income
(loss) per share would approximate the pro forma disclosures below:
For the Year Ended December 31,
(in thousands, except per share data)
---------------------------------------------------------
1999 1998
-------------------------- --------------------------
As Reported Pro Forma As Reported Pro Forma
------------- ----------- ------------- -----------
Net income (loss) $(13,924) $(14,921) $ 3,865 $ 2,659
Net income (loss)
per share - basic $(2.71) $(2.91) $ 0.77 $ 0.53
Net income (loss) per
share - diluted $(2.71) $(2.91) $ 0.75 $ 0.53
The effects of applying SFAS 123 in this pro forma disclosure are not
indicative of future amounts. Additional awards are anticipated in future
years.
The following table summarizes information about stock options
outstanding at December 31, 1999:
Options Outstanding Options Exercisable
- ------------------------------------------------------------------ -------------------------------
Weighted
Number Average Weighted Number of Weighted
Range of Exercise Out- Remaining Average Shares Average
Prices Per Share standing at Contractual Exercise Exercisable at Exercise
12/31/99 Life (years) Price 12/31/99 Price
- ---------------- -------------- ------------- ------------- ----------------- ---------------
$ 1.00 - 4.99 125,924 2.5 $ 1.85 120,305 $ 1.72
$ 5.00 - 9.99 232,847 7.4 $ 6.95 158,487 $ 6.89
$10.00 - 14.99 699,154 6.8 $ 12.32 309,218 $ 12.40
$15.00 - 15.99 207,178 6.1 $ 15.01 126,578 $ 15.02
$16.00 - 20.00 86,400 6.3 $ 19.48 43,200 $ 18.97
$24.25 - 24.25 10,000 1.3 $ 24.25 10,000 $ 24.25
11. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
QUARTER ENDED (1) (3) March 31, June 30, September 30, December 31,
(In thousands, except per share data) 1999 1999 1999 1999
- ---------------------------------------- ------------ ------------ ------------ ------------
Revenue $ 20,053 $ 27,829 $ 29,563 $ 29,636
Gross profit 12,306 17,570 18,000 16,580
Net income (loss) applicable to common
shareholders 799 (979) (9,037) (4,707)
Net income (loss) per share - basic $ 0.16 $ (0.19) $ (1.74) $ (0.90)
Net income (loss) per share - diluted $ 0.16 $ (0.19) $ (1.74) $ (0.90)
QUARTER ENDED (2) (3) March 31, June 30, September 30, December 31,
(In thousands, except per share data) 1998 1998 1998 1998
- ---------------------------------------- ------------ ------------ ------------ ------------
Revenue $ 19,051 $ 19,002 $ 23,186 $ 24,391
Gross profit 12,303 11,835 15,413 16,656
Net income applicable to common
shareholders 1,000 927 1,593 345
Net income per share - basic $ 0.20 $ 0.19 $ 0.32 $ 0.07
Net income per share - diluted $ 0.19 $ 0.18 $ 0.31 $ 0.07
<FN>
(1) The results in the third quarter of 1999 reflect pretax charges
totaling $5.2 million for the value of in- process research and
development efforts at the date of the ULTRADATA acquisition and $1.2
million of other charges (see Notes 2 and 7). The results in the second
quarter of 1999 reflect pretax charges totaling $3.8 million for the
value of in-process research and development efforts at the date of the
MECA acquisition (see Note 2).
(2) The results in the fourth quarter of 1998 reflect pretax charges
totaling $3.0 for the value of in-process research and development
efforts at the date of acquisition pertaining to MDI (see Note 2) and
other charges (see Note 1 and Note 7).
(3) The quarterly results reflect the operations of MDI, MCS, MECA and
ULTRADATA from the respective dates of their acquisition.
</FN>
NOTE 12. EVENT SUBSEQUENT TO DATE OF AUDITORS REPORT (UNAUDITED)
On July 17, 2000 the Company and John H. Harland Company ("Harland")
reached an agreement for Harland to purchase all of the outstanding
common stock of the Company and assume all of its obligations. The
transaction is in the form of a tender offer. The tender offer price is
$7.00 per share. The transaction closed on August 23, 2000.