SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 March 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period to
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Commission File Number 0-28192
RENAISSANCE WORLDWIDE, INC.
(Exact name of registrant as specified in its charter)
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MASSACHUSETTS 04-2920563
(State of Incorporation) (IRS Employer
Identification No.)
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52 Second Avenue
Waltham, MA 02451
(781) 290-3000
(Address, including zip code, and telephone number, including area code
of registrant's principal executive offices)
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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 registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [X] NO [_]
As of April 27, 2001, there were 52,567,027 shares of Common Stock, no par
value, outstanding.
RENAISSANCE WORLDWIDE, INC.
INDEX TO FORM 10-Q
Page
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PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheet at
December 30, 2000 and March 31, 2001 (Unaudited) 3
Condensed Consolidated Statement of Operations
for the three months ended March 25, 2000 and
March 31, 2001 (Unaudited) 4
Condensed Consolidated Statement of Cash Flows
for the three months ended March 25, 2000 and
March 31, 2001 (Unaudited) 5
Notes to Unaudited Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
Item 3. Quantitative and Qualitative Disclosures About Market Risk 12
PART II. OTHER INFORMATION 12
SIGNATURES 13
This Quarterly Report on Form 10-Q contains forward-looking statements. For
this purpose, any statements contained herein that are not statements of
historical fact may be deemed to be forward-looking statements. In particular,
statements that we made below about expected expense savings and expected costs
of our restructuring actions are forward-looking statements. Without limiting
the foregoing, the words "believes," "anticipates," "plans," "expects," and
similar expressions are intended to identify forward-looking statements. The
important factors discussed below under the caption "Certain Factors That May
Affect Future Operating Results," among others, could cause actual results to
differ materially from those indicated by forward-looking statements made herein
and presented elsewhere by management from time to time.
2
RENAISSANCE WORLDWIDE, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(In thousands)
December 30, March 31,
2000 2001
------------ ---------
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 54,451 $ 41,925
Accounts receivable, net 87,777 87,629
Deferred income taxes 4,024 4,024
Other assets 3,608 3,310
Net assets held for sale 7,000 --
--------- ---------
Total current assets 156,860 136,888
Fixed assets, net 23,914 20,386
Goodwill and other intangible assets, net 38,252 37,467
Other assets 4,117 6,005
--------- ---------
Total assets $223,143 $200,746
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 12,300 $ 11,430
Accrued salaries, wages and related benefit costs 23,331 16,919
Other accrued expenses 7,553 7,803
--------- ---------
Total current liabilities 43,184 36,152
Other long-term debt and liabilities 168 128
--------- ---------
Total liabilities 43,352 36,280
--------- ---------
Stockholders' equity:
Common stock and additional paid in capital 191,236 191,236
Accumulated deficit (5,059) (17,524)
Treasury stock (6,386) (9,246)
--------- ---------
Total stockholders' equity 179,791 164,466
--------- ---------
Total liabilities and stockholders' equity $223,143 $200,746
========= =========
The accompanying notes are an integral part of these financial statements.
3
RENAISSANCE WORLDWIDE, INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(In thousands except per share data - unaudited)
For the Quarter Ended
---------------------
March 25, March 31,
2000 2001
--------- ---------
Revenue $118,336 $ 93,862
Cost of revenue 90,787 69,773
-------- --------
Gross profit 27,549 24,089
Selling, general and administrative expenses 35,611 26,608
Restructuring charges and asset writedowns -- 10,661
-------- --------
Loss from operations (8,062) (13,180)
Interest and other expense (income), net 1,623 (715)
-------- --------
Loss from continuing operations before taxes (9,685) (12,465)
Income tax benefit (4,036) --
-------- --------
Loss from continuing operations (5,649) (12,465)
Discontinued operations:
Loss from discontinued operations, net of tax (5) --
Gain on disposal of Strategy segment, net of tax 10,645 --
-------- --------
Net income (loss) $ 4,991 $(12,465)
======== ========
Basic and diluted earnings per share:
Loss from continuing operations $ (0.10) $ (0.23)
Discontinued operations:
Loss from discontinued operations -- --
Gain on disposal of Strategy segment 0.19 --
-------- --------
Net income (loss) $ 0.09 $ (0.23)
======== ========
Weighted average common shares - basic and diluted 56,705 54,116
======== ========
The accompanying notes are an integral part of these financial statements.
4
RENISSANCE WORLDWIDE, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(In thousands, unaudited)
For the Quarter Ended
---------------------
March 25, March 31,
2000 2001
--------- --------
Cash flows from operating activities:
Net income (loss) $ 4,991 $(12,465)
Adjustments to reconcile net income (loss)
to net cash provided by (used for) operating
activities:
Depreciation and amortization 3,666 2,558
Loss on writedown of fixed assets -- 3,080
Gain on disposal of discontinued operations (10,645) --
Changes in operating assets and liabilities:
Accounts receivable (2,069) 148
Other current assets 3,070 298
Other assets (464) 112
Accounts payable, accrued expenses and
other liabilities (18,901) (7,725)
-------- --------
Net cash used for operating activities (20,352) (13,994)
Cash flows from investing activities:
Cash disbursed for acquisitions,
net of cash acquired (108) --
Cash proceeds from the sale of business 67,699 5,472
Net decrease in notes receivable 137 --
Purchases of fixed assets (3,099) (1,144)
-------- --------
Net cash provided by investing activities 64,629 4,328
Cash flows from financing activities:
Net borrowings on revolving credit facilities 1,086 --
Principal payments on long-term debt (51,296) --
Purchase of treasury stock -- (2,860)
Proceeds from exercise of stock options and
purchase plans 1,148 --
-------- --------
Net cash used for financing activities (49,062) (2,860)
Effect of exchange rate changes on cash and
cash equivalents (290) --
-------- --------
Net decrease in cash and cash equivalents (5,075) (12,526)
Cash and cash equivalents, beginning of period 10,605 54,451
-------- --------
Cash and cash equivalents, end of period $ 5,530 $ 41,925
======== ========
The accompanying notes are an integral part of these financial statements.
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RENAISSANCE WORLDWIDE, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
Renaissance Worldwide, Inc. ("Renaissance" or the "Company") is a provider
of business and technology consulting services to organizations with complex
information technology ("IT") operations in a broad range of industries. The
Company's offerings are categorized into two primary business segments: the
Information Technology Consulting Services Group ("ITCS") and the GovConnect
Group ("GovConnect"). ITCS provides services designed to assist clients in
design, implementation and/or support of IT applications. GovConnect provides
solutions to the public sector, primarily in the areas of strategy, systems
integration and electronic solutions. The Company sold two of its other business
segments in 2000. The Business Strategy Group, which provided management
consulting and technology integration services in connection with performance
support systems, was sold for $67.9 million on March 10, 2000. The Enterprise
Solutions Group (primarily the Hunter Group), which provided IT solutions design
and implementation services, was sold for $78.4 million on October 20, 2000.
Both of these segments have been reported as discontinued operations (see Note
4).
During the fourth quarter of 2000, the Company decided to sell the majority
of an ITCS solutions group known as Align360. This transaction closed on
February 23, 2001, resulting in proceeds to the Company of approximately $5.5
million and the Company retained a 25% equity interest in the existing business,
valued at $2.0 million. The fair market value of the assets was less than the
Company's historical carrying value and resulted in the Company recording an
asset writedown of $8.2 million in the fourth quarter of 2000 and an additional
loss on the sale of $0.3 million in the first quarter of 2001. This transaction
is not expected to have a material effect upon the Company's results of
operations.
Basis of Consolidation
The accompanying consolidated financial statements include the accounts of
Renaissance Worldwide, Inc. and its wholly-owned subsidiaries. All intercompany
balances and transactions have been eliminated.
Interim Financial Statements
The consolidated balance sheet at March 31, 2001 and consolidated
statements of operations and of cash flows for the three month periods ended
March 25, 2000 and March 31, 2001 are unaudited and, in the opinion of
management, include all adjustments (consisting of normal and recurring
adjustments) necessary for a fair presentation of results for these interim
periods. Certain information and footnote disclosures normally included in the
Company's annual consolidated financial statements have been condensed or
omitted. The results of operations for the interim period ended March 31, 2001
are not necessarily indicative of the results to be expected for future quarters
or the entire year. The balance sheet at December 30, 2000 contained herein has
been derived from the audited consolidated financial statements at that date but
does not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. These interim
consolidated financial statements should be read in conjunction with the audited
consolidated financial statements for the year ended December 30, 2000, which
are contained in the Company's 2000 Report on Form 10-K.
Earnings Per Share
Earnings (loss) per share-basic is calculated based upon the weighted
average number of common shares actually outstanding, and earnings (loss) per
share-diluted is calculated based upon the weighted average number of common
shares and dilutive potential common stock outstanding. Potential common stock
includes stock options and warrants, calculated using the treasury stock method.
Potential common stock for the three months ended March 25, 2000 and March 30,
2001 was 855,000 and 3,000 shares, respectively, and has been excluded from the
calculation of diluted earnings per share, as its effect would be anti-dilutive.
6
RENAISSANCE WORLDWIDE, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Other Comprehensive Income
The Company accounts for comprehensive income in accordance with Statement
of Financial Accounting Standards No. 130, "Reporting of Comprehensive Income."
This Statement requires disclosure of comprehensive income and its components in
interim and annual reports. For the quarter ended March 25, 2000, accumulated
other comprehensive income (expense) items included in stockholders' equity
consisted of translation adjustments of $(0.8 million).
2. LONG-TERM DEBT
On July 15, 1999 the Company entered into a three-year, $150 million
revolving credit and term loan agreement (the "Credit Facility") with a bank
syndicate. The Credit Facility consisted of a revolving line of credit of $100
million ("Revolving Credit Facility") and a term loan of $50 million ("Term
Loan"). The Credit Facility bore interest at the higher of the Federal Funds
Rate plus 0.50% or the prime rate, plus up to 1.75% or LIBOR plus up to 3.0%,
depending on the Company's level of compliance with certain financial ratios.
The Credit Facility required the Company to pay a commitment fee of 0.375% to
0.50% per annum, depending on certain financial criteria, on the unused portion
of the Credit Facility. The Credit Facility required the Company to make
quarterly principal payments of $250,000 on the Term Loan beginning September
15, 2000 and each quarter thereafter until June 15, 2002. The remaining
obligations under the Term Loan would be repaid on July 15, 2002 along with any
outstanding borrowings under the Revolving Credit Facility. The Credit Facility
was collateralized by the majority of the assets of the Company and contained
certain restrictions and various covenants, including the maintenance of defined
financial ratios.
On September 15, 1999, the Company announced that it was revising its
revenue and earnings estimates for the third and fourth quarters of 1999 due to
a softening in the demand for services in two of its largest businesses--
Enterprise Solutions and ITCS. Based upon this revised outlook, the Company
informed the bank syndicate that it would not be in compliance with certain of
its financial covenants for the third quarter of 1999. On November 4, 1999, the
Company and the banks signed an amendment to the Credit Facility amending
certain financial covenants for the third quarter of 1999 through the third
quarter of 2000, reverting back to the original financial covenants established
in the Credit Facility thereafter. The Credit Facility, as amended, now bore
interest at the higher of the Federal Funds Rate plus 0.50% or the prime rate,
plus up to 2.25% or LIBOR plus up to 3.5%, depending on the Company's level of
compliance with certain financial ratios. In connection with this amendment, the
Company was required to pay amendment fees to the banks and related expenses of
approximately $500,000 which were recorded in the third quarter of 1999 as
interest and other expense, net.
On February 25, 2000, the Company and the banks signed a second amendment
to the Credit Facility which permitted the Company to complete its sale of the
Business Strategy Group and JDA, and amended certain financial covenants to
reflect the sale of the businesses. On March 14, 2000, the Company used $60.0
million of the proceeds that it received from the sale of its Business Strategy
Group to repay the $50.0 million Term Loan and $10.0 million of borrowings under
the Revolving Credit Facility. Based upon the results for the first quarter of
2000, the Company and the banks signed a third amendment to the Credit Facility
waiving the financial covenants for the first quarter of 2000 until July 31,
2000. On July 31, 2000, the Company and the banks signed a fourth amendment to
the Credit Facility which reduced the Revolving Credit Facility to $70 million
from $100 million, revised the term of the Credit Facility to November 30, 2000
from July 15, 2002, waived the financial covenant violation for the first
quarter of 2000, and amended the financial covenants for the second and third
quarter of 2000. In connection with the sale of the Enterprise Solutions Group,
the Company and the banks signed a fifth amendment to the Credit Facility on
October 19, 2000, which required the repayment by the Company of all outstanding
obligations with proceeds from the sale, and the contemporaneous termination of
the Credit Facility in its entirety. The Company used approximately $33.8
million of its proceeds to repay all outstanding obligations under the Credit
Facility on October 20, 2000 and the Credit Facility was terminated.
3. RESTRUCTURING CHARGES AND ASSET WRITEDOWNS.
In the first quarter of 2001, the Company recorded a non-recurring charge
of $10.7 million which includes $3.3 million associated with severance for
approximately 125 employees, $7.1 million for facility closings and
consolidations, including the writedown of fixed assets owned or leased and an
additional $0.3 million loss on the sale of its ITCS solutions group known as
Align360 which was sold on February 23, 2001. The Company anticipates realizing
approximately $18 million in annualized expense savings in connection with these
actions. As of March 31, 2001, the Company has $6.1 million
7
RENAISSANCE WORLDWIDE, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
accrued for remaining costs in connection with these actions and previous
facility closings. The Company expects to make restructuring related payments of
approximately $4.4 million for the second quarter of 2001 and $0.3 million each
quarter thereafter, depending on the timing and success of subleasing vacated
facilities.
4. DISCONTINUED OPERATIONS.
On March 10, 2000, the Company sold its Business Strategy Group, a
management consulting practice, for $67.9 million which resulted in a gain for
the Company of $12.4 million, net of $10.0 million of taxes. On October 20,
2000, the Company sold its Enterprise Solutions Group, a worldwide information
management consulting group and provider of enterprise business solutions, for
$78.4 million in cash which resulted in a gain of $23.0 million, net of $12.7
million of taxes. Accordingly, the Company reported the results of the Business
Strategy Group and the Enterprise Solutions Group as discontinued operations in
the accompanying financial statements and related notes for all periods shown.
The results of the Business Strategy Group and the Enterprise Solutions
Group for the period ended March 25, 2000 were as follows:
For the Period
Ended
March 25,
2000
--------------
(In thousands)
Revenue $ 41,526
Cost of revenue 28,532
Selling, general and adminsitrative expenses 12,223
Interest expense, net (30)
Income tax provision (benefit) 806
--------------
Income from discontinued operations, net of tax (5)
Gain on disposal of discontinued operations, net of tax 10,645
--------------
Net income $ 10,640
==============
5. SEGMENT REPORTING
The Company's has two primary business segments: ITCS and GovConnect. After
the disposition of the Enterprise Solutions Group on October 20, 2000, the
Company conducts business mainly in the United States. The following presents
information about reported segments for the quarters ended March 25, 2000 and
March 31, 2001.
8
RENAISSANCE WORLDWIDE, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
For the Quarter Ended
---------------------
March 25, March 31,
2000 2001
--------- ---------
Revenues (1): (In thousands)
GovConnect $ 10,186 $ 10,279
ITCS 108,150 83,583
--------- ---------
Total $ 118,336 $ 93,862
========= =========
Income (loss) from operations (1)(2):
GovConnect $ 1,114 $ (1,438)
ITCS 2,251 (5,777)
-------- ---------
Total $ 3,365 $ (7,215)
======== =========
Corporate expenses (2)(3) $ 11,427 $ 5,965
Interest and other expense (income), net 1,623 (715)
-------- ---------
Total loss before taxes $ (9,685) $ (12,465)
======== =========
(1) Intersegment revenues were not material and have been eliminated in the
above presentation.
(2) Includes the allocation of the $10.7 million restructuring charge and asset
writedowns for the quarter ended March 31, 2001 to GovConnect ($0.1
million), ITCS ($6.7 million) and Corporate ($3.9 million).
(3) Effective in January 2001, certain back office operations, functions and
expenses have been included in the ITCS segment which were previously
reported as corporate expense. These back office operations, functions and
expenses historically were supporting multiple business segments but no
longer are as a result of the sale of the Business Strategy and Enterprise
Solutions Groups in 2000 as well as the restructuring that took place in
January 2001. The Company is not able to restate its historical results on
a comparable basis.
9
RENAISSANCE WORLDWIDE, INC.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
THREE MONTHS ENDED MARCH 25, 2000 AND MARCH 31, 2001
Revenue. Total revenue decreased 20.7% to $93.9 million for the first
quarter of 2001 from $118.3 million in the first quarter of 2000. This revenue
decrease was primarily attributable to a 22.7% decrease in the ITCS Group's
revenue which decreased to $83.6 million in 2001 from $108.2 million in 2000 as
GovConnect revenue increased 1% to $10.3 million in 2001 from $10.2 million in
2000. The Company believes that the decrease in the ITCS Group's revenue is
attributable to industry concerns in the high technology sector which has
resulted in delays in the start of new projects.
Gross Profit. Gross profit decreased 12.6% to $24.1 million for the first
quarter of 2001 from $27.5 million for the comparable prior period. As a
percentage of revenue, gross profit increased to 25.7% for the period compared
to 23.3% for the comparable prior period. This increase in gross profit
percentage was attributable to an increase in ITCS margins as it experienced an
increase in its utilization rate partially offset by a decrease in GovConnect
margins.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses decreased by 25.3% to $26.6 million for the first
quarter of 2001 from $35.6 million for the comparable prior period. As a
percentage of revenue, selling, general and administrative expenses decreased to
28.4% from 30.1% for the comparable prior period. This decrease in expense was
attributable primarily to the Company's efforts to resize support functions to
match the lower revenue levels discussed above.
Restructuring Charges and Asset Writedowns. In the first quarter of 2001,
the Company recorded a non-recurring charge of $10.7 million which includes $3.3
million associated with severance for approximately 125 employees, $7.1 million
for facility closings and consolidations, including the writedown of fixed
assets owned or leased and an additional $0.3 million loss on the sale of its
ITCS solutions group known as Align360 which was sold on February 23, 2001. The
Company anticipates realizing approximately $18 million in annualized expense
savings in connection with these actions. The Company expects to make
restructuring related payments of approximately $4.4 million for the second
quarter of 2001 and $0.3 million each quarter thereafter, depending on the
timing and success of subleasing vacated facilities. The table below shows the
activity of the Company's restructuring related accounts for the quarter ended
March 31, 2001:
Beginning Ending
Balance Balance
December 30, March 31,
2000 Provisions Utulization 2001
----------- ---------- ----------- ---------
(In thousands)
Excess facilities $ 839 $ 2,679 $ 950 $ 2,568
Losses on leased and
purchased fixed assets -- 4,436 3,080 1,356
Severance and related
benefits -- 3,296 1,136 2,160
Loss on disposal of
Align360 -- 250 250 --
----------- ---------- ----------- ---------
$ 893 $ 10,661 $ 5,416 $ 6,084
=========== ========== =========== =========
Interest and Other Expense (Income), Net. Interest and other expense
(income), net, increased to income of $0.7 million for the first quarter of 2001
from $1.6 million of expense for the comparable prior period. This increase was
due to the repayment of all borrowings under the Company's former Credit
Facility in 2000 from the proceeds of the sale of the Business Strategy Group
and Enterprise Solutions Group and the investing of excess cash.
Income tax benefit. The Company did not record an income tax benefit for
the first quarter of 2001 as it has historically reported losses from continuing
operations over the last three fiscal years and currently expects that it will
not return to profitability in the near term. Therefore, the Company cannot
reasonably be assured that it will realize any income tax benefit from its
current losses in the future, and as such, has not benefited these losses for
income tax purposes. The Company does not currently anticipate recording a tax
benefit for the current fiscal year.
10
RENAISSANCE WORLDWIDE, INC.
Discontinued Operations. On March 10, 2000, the Company sold its Business
Strategy Group, a management consulting practice, for $67.9 million which
resulted in a gain for the Company of $12.4 million ($10.6 million recorded in
the first quarter of 2000 and $1.8 million in the second quarter of 2000), net
of $10.0 million of taxes. On October 20, 2000, the Company sold its Enterprise
Solutions Group, a worldwide information management consulting group and
provider of enterprise business solutions, for $78.4 million in cash which
resulted in a gain of $23.0 million, net of $12.7 million of taxes (see Note 4).
LIQUIDITY AND CAPITAL RESOURCES
The Company had negative cash flow from operations of $14.0 million for the
three months ended March 31, 2001. The negative operating cash flow was
primarily due to the decrease in the Company's operating performance associated
with the non recurring charge recorded in the first quarter 2001 and a decrease
of $7.7 million in accounts payable, accrued expenses and other liabilities due
primarily to payments of year-end liabilities and certain contingent earnout
arrangements.
The Company had cash flow of $4.3 million from investing activities for the
three months ended March 31, 2001 due primarily to the sale of the ITCS
solutions group known as Align360 for $5.5 million, offset by purchases of fixed
assets of $1.1 million.
The Company used $2.9 million of cash flow for financing activities for the
three months ended March 31, 2001 for the purchase of treasury stock. During
2000 and early 2001, the Board of Directors authorized the Company to repurchase
up to eight million shares of its common stock. The stock may be bought from
time to time in the open market or through private transactions. The
repurchased shares are held in treasury and may be used for employee stock
benefit and stock option plans. The Company repurchased 4,987,812 shares through
April 12, 2001 for an aggregate purchase price of $7.0 million. In the second
quarter 2001, the Company temporarily suspended its stock repurchase program as
it had not been effective in supporting the Company's stock price and was
determined not the best use of the Company's cash.
The Company received a letter dated April 27, 2001 from Nasdaq notifying
the Company of its non-compliance with listing requirements due to the Company's
common stock failing to maintain a minimum bid price of $1.00 during the last 30
consecutive trading days. The letter states that the Company will have until
July 26, 2001 to regain compliance, or it will be provided with written
notification that its securities will be delisted. The letter further states
that the Company may appeal such a decision. While the Company believes that it
will be able to regain compliance by completing its proposed reverse stock split
which will be voted on by the Company's shareholders at its 2001 Annual Meeting
of Stockholders on May 3, 20001, there can be no assurance that it will be able
to do so.
The Company currently does not have a credit facility and relies on cash
and cash flow from operations to fund its liquidity needs. The Company
anticipates that its primary use for funds in future periods will be for funding
working capital to support operations, including the funding of $6.1 million of
restructuring costs associated with severance and facility obligations remaining
at March 31, 2001, and the funding of capital expenditures of approximately $4
million to $8 million over the next twelve months, primarily related to
information technology needs. In addition, the Company's stock repurchase
program, if re-initiated, could use an additional $3 million to $5 million of
cash, depending on the value of the Company's stock at the time of purchase,
should the Company elect to repurchase its stock in the open market. In
connection with certain of its acquisitions, the Company is obligated to make
certain contingent payments over the next several years, including approximately
$2.5 million which the Company currently is required to pay over the next 12
months. While the Company believes that its cash balance at March 31, 2001 of
$41.9 million, together with cash flows from operations, will be sufficient to
meet the Company's presently anticipated liquidity needs for at least the next
12 months, no assurance can be given this will be sufficient or that the Company
will be able to secure financing if necessary.
11
RENAISSANCE WORLDWIDE, INC.
Certain Factors That May Affect Future Operating Results
The foregoing section of the Company's Form 10-Q entitled "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
contains forward-looking statements regarding risks and uncertainties. The
Company's actual performance and results may differ materially due to many
important factors, including, but not limited to, revenue deterioration, lack of
profitability, potential delisting, general economic conditions, employment
liability risks, and the like. For additional and more comprehensive discussions
of the risks associated with ownership of Common Stock of the Company, please
see the Risk Factors section of the Company's Report on Form 10-K, filed on
March 16, 2001. As a result of these and other factors, there can be no
assurance that the Company will not experience material fluctuations in future
operating results on a quarterly or annual basis.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is not currently exposed to certain customary risks, such as
foreign currency fluctuations and changes in interest rates on its borrowings,
or equity price risk. The Company does not have exposure to foreign currency
fluctuations because its international operations were sold as part of the sale
of the Enterprise Solutions Group on October 20, 2000. The Company does not
currently have exposure to changes in interest rates on borrowings because it
repaid and terminated its revolving credit facility on October 20, 2000. The
Company does not have exposure to equity price risk because it does not purchase
equity securities of other companies. Although the Company owns a small number
of equity securities of other companies obtained in connection with certain
divestitures, the aggregate number and value of such securities is immaterial.
The Company does not engage in trading market risk sensitive instruments for
speculative purposes. There have been no material changes in market risk
exposures from the information disclosed in the Form 10-K for the year ended
December 30, 2000.
PART II. OTHER INFORMATION
ITEM 1--LEGAL PROCEEDINGS
Not applicable
ITEM 2--CHANGE IN SECURITIES
Not applicable
ITEM 3--DEFAULTS UPON SENIOR SECURITIES
Not applicable
ITEM 4--SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Non applicable
ITEM 5--OTHER INFORMATION
Not applicable
ITEM 6--EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
99.1 Letter from Nasdaq to Registrant regarding possible delisting, dated
April 27, 2001.
b. Reports on Form 8-K
Not applicable
12
RENAISSANCE WORLDWIDE, INC.
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.
Renaissance Worldwide, Inc.
(Registrant)
Date: May 2, 2001 By: /s/ G. Drew Conway
------------------------------------------------
G. Drew Conway,
Chairman and Chief Executive Officer
(Principal Executive Officer)
Date: May 2, 2001 By: /s/ Joseph F. Pesce
------------------------------------------------
Joseph F. Pesce,
Executive Vice President of Finance, Chief Financial
Officer and Treasurer
13