FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|X| Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the quarterly period ended March 31, 2001
or
|_| Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Commission file number 0-4090
ANALYSTS INTERNATIONAL CORPORATION
Minnesota 41-0905408
3601 West 76th Street
Minneapolis, MN 55435
(952) 835-5900
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 and (2) has been subject to such filing requirements for
the past 90 days.
Yes |X| No |_|
As of April 27, 2001, 24,195,124 shares of the Registrant's Common Stock were
outstanding.
ANALYSTS INTERNATIONAL CORPORATION
INDEX
Page Number
-----------
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Balance Sheets
March 31, 2001 (Unaudited) and December 31, 2000 3
Condensed Consolidated Statements of Operations
Three Months Ended March 31, 2001 and 2000 (Unaudited) 4
Condensed Consolidated Statements of Cash Flows
Three Months Ended March 31, 2001 and 2000 (Unaudited) 5
Notes to Condensed Consolidated Financial Statements (Unaudited) 6-7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8-9
Item 3. Quantitative and Qualitative Disclosures About Market Risk 9
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 10
2
Analysts International Corporation
Condensed Consolidated Balance Sheets
March 31, 2001 December 31, 2000
-------------- -----------------
(Dollars in thousands) (Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 9,884 $ 2,192
Accounts receivable, less allowance for doubtful accounts 97,173 98,495
Prepaid expenses and other current assets 6,756 8,192
-------- --------
Total current assets 113,813 108,879
Property and equipment, net 28,640 28,752
Intangible assets, net of accumulated amortization 48,556 49,335
Other assets 15,034 14,763
-------- --------
$206,043 $201,729
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 36,372 $ 34,250
Dividend payable -- 1,452
Salaries and vacations 13,241 8,515
Self-insured health care reserves and other accruals 5,528 5,766
Long-term debt, current portion 5,250 5,250
Restructuring accruals, current portion 4,761 5,798
-------- --------
Total current liabilities 65,152 61,031
Long-term debt 35,750 35,750
Restructuring accruals, non-current portion 750 750
Deferred compensation accrual 8,581 9,115
Shareholders' equity 95,810 95,083
-------- --------
$206,043 $201,729
======== ========
Note: The balance sheet at December 31, 2000 has been taken from the audited
financial statements at that date, and condensed.
See notes to condensed consolidated financial statements.
3
Analysts International Corporation
Condensed Consolidated Statements of Operations
(Unaudited)
Three Months Ended March 31
-----------------------------
(In thousands except per share amounts) 2001 2000
--------- ---------
Professional services revenues:
Provided directly $ 110,378 $ 98,903
Provided through sub-suppliers 34,062 33,552
--------- ---------
Total revenues 144,440 132,455
Expenses:
Salaries, contracted services and direct charges 118,326 108,626
Selling, administrative and other operating costs 23,415 20,944
Amortization of goodwill and other intangible assets 775 162
--------- ---------
Operating income 1,924 2,723
Non-operating income 90 438
Interest expense (771) (358)
--------- ---------
Income before income taxes 1,243 2,803
Income tax expense 472 1,073
--------- ---------
Net income $ 771 $ 1,730
========= =========
Per common share:
Net income (basic) $ .03 $ .08
Net income (diluted) $ .03 $ .08
Average common shares outstanding 24,195 22,593
Average common and common equivalent shares outstanding 24,289 22,632
See notes to condensed consolidated financial statements.
4
Analysts International Corporation
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Three Months Ended March 31
---------------------------
(In thousands) 2001 2000
-------- --------
Net cash provided by operating activities $ 10,349 $ 4,446
Cash flows from investing activities:
Property and equipment additions (1,209) (411)
Investment in alliance partners -- (3,202)
Proceeds from property and equipment sales 4 17
-------- --------
Net cash used in investing activities (1,205) (3,596)
Cash flows from financing activities:
Cash dividends paid (1,452) (2,260)
Proceeds from borrowings 2,220 --
Repayment of borrowings (2,220) --
Proceeds from exercise of stock options -- 99
-------- --------
Net cash used in financing activities (1,452) (2,161)
Net increase (decrease) in cash and equivalents 7,692 (1,311)
Cash and cash equivalents at beginning of period 2,192 35,081
-------- --------
Cash and cash equivalents at end of period $ 9,884 $ 33,770
======== ========
See notes to condensed consolidated financial statements.
5
ANALYSTS INTERNATIONAL CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. Summary of Significant Accounting Policies
Condensed Consolidated Financial Statements - The condensed consolidated
balance sheet as of March 31, 2001, and the condensed consolidated
statements of operations and cash flows for the three month periods ended
March 31, 2001 and 2000 have been prepared by the Company, without audit.
In the opinion of management, all adjustments (which include only normal
recurring adjustments) necessary to present fairly the financial position,
at March 31, 2001 and the results of operations and the cash flows for the
periods ended March 31, 2001 and 2000 have been made. The results of
operations for the period ended March 31, 2001 are not necessarily
indicative of the results to be expected for the full fiscal year.
Comprehensive income (i.e. net income plus available-for-sale securities
valuation adjustments) for the three months ended March 31, 2001 and 2000
was $727,000 and $1,730,000 respectively.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles
generally accepted in the United States of America have been condensed or
omitted. It is suggested these condensed consolidated financial statements
be read in conjunction with the financial statements and notes thereto
included in the Company's December 31, 2000 transitional report to
shareholders.
2. Long-term Debt
In January 2000 the Company secured a $25 million bank line of credit.
This line of credit was increased to $30 million in December 2000 and was
amended in March, 2001 to modify cash flow leverage, debt service
coverage, and debt to capitalization ratio covenants. Under the terms of
the line of credit, which expires in January 2003, the Company may choose
to take advances or pay down the outstanding balance daily, or request a
fixed term advance for one, two, three or six months. The daily advances
on the line bear interest at the bank's prime rate (8.0% at March 31,
2001), while the fixed term advances bear interest at the applicable
EuroDollar rate plus 2.00%. A commitment fee of .375% is charged on the
unused portion of the line. At March 31, 2001 the Company had outstanding
three EuroDollar advances. One at $8,000,000 matured on April 20, 2001
and was rolled into another $8,000,000 note maturing on June 20, 2001
accruing interest at 6.460%. The other two advances of $7,000,000 and
$6,000,000 mature on May 21, 2001 and are accruing interest at 8.701%.
In December 1998 the Company entered into a Note Purchase Agreement
whereby it sold $20,000,000 of 7% Senior Notes due December 30, 2006. The
Note Purchase Agreement was amended in March, 2001 to modify certain
covenants contained in the agreement. Minimum future maturities on these
Notes is as follows: 2001, $5,250,000; 2002, $4,000,000; 2003, $3,000,000;
2004, $3,000,000; 2005, $2,500,000; 2006, $2,250,000.
Both debt agreements contain, among other things, provisions regarding
maintenance of certain operating and working capital ratios and minimum
net worth requirements, and restrictions on payments of dividends on
common stock. The Company's operating and working capital ratios and net
worth are in excess of the minimum net requirements at March 31, 2001.
3. Shareholders' Equity
Three Months Ended
March 31, 2001
--------------
(In thousands)
Balance at beginning of period $ 95,083
Unrealized loss on investments (44)
Net income 771
--------
Balance at end of period $ 95,810
========
6
4. Net Income Per Common Share
Basic and diluted earnings per share are presented in accordance with
Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per
Share." The difference between average common shares and average common
and common equivalent shares for the period ended March 31, 2001 and 2000
is the result of outstanding stock options.
5. Restructuring
In December 2000, the Company recorded a restructuring charge of $7.0
million. Of this charge, $2.6 million related to workforce reductions
(primarily non-billable staff), and $4.4 million related to lease
termination and abandonment costs (net of sub-lease income) including an
amount for assets to be disposed of in conjunction with this
consolidation.
A summary of first quarter activity with respect to the restructuring
charge is as follows:
Workforce Office Closure/
Reduction Consolidation Total
--------- ------------- -----
Balance at December 31, 2000 $2,204 $4,344 $6,548
Cash expenditures 825 212 1,037
------ ------ ------
Balance at March 31, 2001 $1,379 $4,132 $5,511
====== ====== ======
7
Item 2.
Management's Discussion and Analysis
of Financial Condition and Results of Operations
Three Months Ended March 31, 2001 and 2000
Changes in Financial Condition
Working capital at March 31, 2001 was $48.7 million, up 1.9% from the $47.8
million at December 31, 2000. This includes cash and cash equivalents of $9.9
million compared to $2.2 million at December 31, 2000 and accounts receivable of
$97.2 million compared to $98.5 million at December 31, 2000. The ratio of
current assets to current liabilities has decreased slightly since December
31, 2000 while the ratio of total assets to total liabilities has improved
slightly.
In January of 2000, the Company secured a $25 million bank line of credit. This
line of credit was increased to $30 million in December 2000. At March 31, 2001
there was $9.0 million available to be drawn on this line of credit.
The Company's primary need for working capital is to support accounts receivable
and to fund the time lag between payroll disbursement and receipt of fees billed
to clients. The Company continues to be able to support the growth in its
business with internally generated funds and the use of the line of credit. The
Company's sub-supplier contracts are not expected to burden working capital.
On December 19, 2000, the Board of Directors declared a quarterly dividend of
$.06 per share payable February 15, 2001 to shareholders of record on January
31, 2001. The Board of Directors considers whether to declare dividends each
quarter based on the Company's performance, cash position, and anticipated
earnings, cash flows, and cash requirements.
The Company believes funds generated from its business, current cash balances
and existing credit lines are adequate to meet demands placed upon its resources
by its operations, and capital investments. There can be no assurance that
continuation of the current industry-wide slow-down will not require the
Company to seek future amendments to certain debt covenants.
Results of Operations
Revenues provided directly for the three months ended March 31, 2001 were
$110.4 million, an increase of 11.6% from the same period a year ago. This
increase is a result of additional revenue provided by the Sequoia
acquisition offset by a 6.9% reduction in billable hours, which reduction is
the result of an industry-wide slowdown. While the Company has been able to
hold rates consistent from the prior year, there can be no assurance the
Company will be able to continue this as competitive conditions in the
industry make it difficult for the Company to increase or maintain the hourly
rates it charges for services. Revenues provided through sub-suppliers for
the three-month period were $34.0 million, an increase of 1.5% over the same
period a year ago. This increase is the result of the addition of new clients
in Managed Services and growth with existing clients.
Personnel totaled 4,600 at March 31, 2001, including employees added due to the
Sequoia acquisition, compared to 4,150 at March 31, 2000, reflecting a 10.8%
increase. The increase consists primarily of billable technical staff offset
by reductions in administrative and management personnel in connection with the
restructuring.
Salaries, contracted services and direct charges, which represent primarily the
Company's direct labor cost, were 81.9% of revenues for the three months ended
March 31, 2001 compared to 82.0% for the same period a year ago. By comparison,
these costs were 83.0% of revenues for the previous quarter. The Company's
efforts to control these costs involve controlling labor costs, passing on labor
cost increases through increased billing rates where possible, and maintaining
productivity levels of its billable technical staff. Labor costs, however, are
difficult to control because of the highly skilled technical personnel the
Company seeks to hire and retain. It is also difficult to pass on labor costs
increases to customers due to intense competition in the industry, and as a
result of the industry-wide slowdown. Although the Company continuously attempts
to control the factors which affect this category of expense, there can be no
assurance the Company will be able to maintain or improve this level.
8
Selling, administrative and other operating costs, which include commissions,
employee fringe benefits and location costs, represented 16.2% of revenues for
the three months ended March 31, 2001 compared to 15.8% for the same period a
year ago. During the current quarter, this category of expense included a
consulting fee of $525,000 for assistance in setting the overall strategic
direction of the Company. By comparison, these costs were 20.3% of revenues for
the previous quarter including certain unusual charges. While the Company is
committed to careful management of these costs, there can be no assurance the
Company will be able to maintain these costs at their current relationship to
revenues.
Amortization of goodwill and other intangible assets has increased from $162,000
for the three months ended March 31, 2000 to $775,000 for the three months ended
March 31, 2001, primarily as a result of increased intangible balances following
the acquisition of Sequoia.
Non-operating income, consisting primarily of interest income, has declined from
$438,000 for the three months ended March 31, 2000 to $90,000 for the three
months ended March 31, 2001. Interest expense has increased from $358,000 to
$771,000 during the same periods. These changes are primarily the result of the
decrease in cash and cash equivalents and the increase in outstanding debt as a
result of the acquisition of Sequoia.
Net income for the three months ended March 31, 2001 decreased 55.4% over the
same period a year ago. As a percentage of revenue, net income has decreased to
.5% for the three months ended March 31, 2001 from 1.3% for the three months
ended March 31, 2000. This decrease is primarily a result of the increases, as a
percent of revenue, in the expenses discussed above. The Company's net income as
a percentage of revenues provided directly for the three months ended March 31,
2001 and 2000 was .7% and 1.7%, respectively.
In December 2000, the Company recorded a restructuring charge of $7.0 million.
Of this charge, $2.6 million related to workforce reductions (primarily
non-billable staff), and $4.4 million related to lease termination and
abandonment costs (net of sub-lease income) including an amount for assets to be
disposed of in conjunction with this consolidation.
A summary of first quarter activity with respect to the restructuring charge is
as follows:
Workforce Office Closure/
Reduction Consolidation Total
--------- ------------- -----
Balance at December 31, 2000 $2,204 $4,344 $6,548
Cash expenditures 825 212 1,037
------ ------ ------
Balance at March 31, 2001 $1,379 $4,132 $5,511
====== ====== ======
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
The Company is exposed to certain market risks on outstanding variable interest
rate debt obligations totaling $21.0 million at March 31, 2001. Market risk is
the potential loss arising from the adverse changes in market rates and prices,
such as interest rates. Market risk is estimated as the potential increase in
fair value resulting from a hypothetical one percent increase in interest rates
which would result in an annual interest expense increase of approximately
$210,000.
9
PART II. OTHER INFORMATION
Item 6.
Exhibits and Reports on Form 8-K
(a) First Amendment to the Note Purchase Agreement Dated as of December
30, 1998.
(b) Second Amendment to Credit Agreement Dated as of January 31, 2000.
(c) Amended Bylaws of the Corporation.
(d) Analysts International Corporation 2000 Non-Qualified Stock Option
Plan.
(e) Form of Agreements Providing Salary and Incentive Bonus Protection
Following a Change of Control
10
Cautionary Statement under the Safe Harbor Provisions of the Private Securities
Litigation Reform Act of 1995
Statements included in this document may be "forward-looking statements" within
the meaning of that term in Section 27A of the Securities Act of 1933, as
amended, and of Section 21F of the Securities Exchange Act of 1934, as amended.
Additional oral or written forward-looking statements may be made by the Company
from time to time, and such statements may be included in documents that are
filed with the Securites and Exchange Commission. Words such as "believes,"
"intends," "possible," "expects," "estimates," "anticipates," or "plans" and
similar expressions are intended to identify forward-looking statements.
Forward-looking statements are based upon expectations and assumptions, and they
involve risks and uncertainties which could cause results or outcomes to differ
materially from expectations. Among the risks and uncertainties important to the
Company's business are (i) the continued need of current and prosepective
customers for the Company's services, (ii) the renewal of contracts with
customers, especially major customers, (iii) the cancellation of contracts by
customers, especially major customers, (iv) competition, (v) the availability of
qualified professional staff, (vi) the Company's ability to increase hourly
billing rates as labor and operating costs increase, and (vii) the Company's
ability to continue to operate its business and support growth with internally
generated funds. There may be other factors, such as general economic conditions
which affect businesses generally, which may cause results to vary from
expectations.
11
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 there unto duly authorized.
ANALYSTS INTERNATIONAL CORPORATION
----------------------------------
(Registrant)
Date May 15, 2001 By /s/ Marti R. Charpentier
------------ ----------------------------------------
Marti R. Charpentier
Vice President and Treasurer
Date May 15, 2001 By /s/ David J. Steichen
------------ ------------------------------------
David J. Steichen
Controller and Assistant
Treasurer (Chief Accounting Officer)
12
Exhibit Index
Exhibit Number Exhibit
- -------------- -------
6(a) First Amendment to the Note Purchase Agreement Dated as of
December 30, 1998
6(b) Second Amendment to Credit Agreement Dated as of January 31,
2000
6(c) Amended Bylaws of the Corporation
6(d) Analysts International Corporation 2000 Non-Qualified Stock
Option Plan
6(e) Form of Agreements Providing Salary and Incentive Bonus
Proctection Following a Change in Control