SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 26, 1998
------------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period ___________________to____________________
Commission File Number 0-28192
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RENAISSANCE WORLDWIDE, INC.
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-2920563
- ----------------------- ---------------------------------
(State of Incorporation) (IRS Employer Identification No.)
189 WELLS AVENUE
NEWTON, MA 02459
(617)527-6886
(Address, including zip code, and telephone number, including area code
of registrant's principal executive offices)
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 November 9, 1998, there were 55,985,823 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 27, 1997 3
and September 26, 1998 (unaudited)
Condensed Consolidated Statement of Operations for the three 4
and nine months ended September 27, 1997 and
September 26, 1998 (unaudited)
Condensed Consolidated Statement of Cash Flows for the 5
nine months ended September 27, 1997 and
September 26, 1998 (unaudited)
Notes to unaudited condensed consolidated financial statements 6
Item 2. Management's Discussion and Analysis of Financial Condition 10
and Results of Operations
PART II. OTHER INFORMATION 16
SIGNATURES 16
EXHIBIT INDEX 17
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. 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
(DOLLARS IN THOUSANDS)
DECEMBER 27, SEPTEMBER 26,
1997 1998
(UNAUDITED)
ASSETS
Current assets
Cash and cash equivalents $ 19,956 $ 6,172
Marketable securities 5,867 -
Accounts receivable, net 153,994 216,036
Notes receivable 1,706 2,103
Deferred income taxes 2,167 2,167
Other current assets 7,408 21,126
--------- ---------
Total current assets 191,098 247,604
Fixed assets, net 26,731 31,781
Notes receivable from officers 108 670
Goodwill and other intangible assets 94,343 111,197
Other assets 3,042 12,450
Deferred income taxes 855 840
--------- ---------
Total assets $ 316,177 $ 404,542
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Line of credit $ 43,300 $ 85,979
Current portion of long-term debt 3,076 794
Accounts payable 13,101 11,580
Accrued salaries and wages 13,249 18,477
Other accrued expenses 41,550 51,307
Deferred income taxes 1,411 3,580
--------- ---------
Total current liabilities 115,687 171,717
Deferred income taxes 2,535 4,906
Long-term debt 3,645 4,323
Other liabilities 415 1,209
--------- ---------
Total liabilities 122,282 182,155
Commitments and contingencies
Stockholders' equity
Common stock 4,725 4,725
Treasury stock - (2,546)
Additional paid-in capital 160,743 181,233
Notes receivable from stockholders (476) (476)
Retained earnings 28,704 39,329
Unrealized gain on investments 22 -
Cumulative translation adjustment 177 122
--------- ---------
Total stockholders' equity 193,895 222,387
--------- ---------
$ 316,177 $ 404,542
========= =========
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 FOR THE NINE MONTHS ENDED
SEPT. 27, SEPT. 26, SEPT. 27, SEPT. 26,
1997 1998 1997 1998
Revenue $155,955 $209,073 $426,580 $580,904
Cost of revenue 104,555 137,681 294,366 384,142
-------- -------- -------- --------
51,400 71,392 132,214 196,762
Selling, general and administrative
expenses 37,793 51,297 100,236 147,959
Restructuring charges and other asset
writedowns - 8,980 - 8,980
Acquisition-related expenses 11,450 - 11,050 6,904
-------- -------- -------- --------
Income from operations 2,157 11,115 20,928 32,919
Interest and other income (expense),
net (144) (1,811) 613 (3,743)
-------- -------- -------- --------
Income before taxes 2,013 9,304 21,541 29,176
Income tax provision 4,738 3,703 12,458 18,551
-------- -------- -------- --------
Net income (loss) $ (2,725) $ 5,601 $ 9,083 $ 10,625
======== ======== ======== ========
Basic earnings (loss) per share $ (0.05) $ 0.10 $ 0.17 $ 0.19
Weighted average common shares - basic 54,463 55,544 53,462 55,318
Diluted earnings (loss) per share $ (0.05) $ 0.10 $ 0.16 $ 0.18
Weighted average common and potential
common shares outstanding-diluted 54,463 57,496 56,846 58,088
The accompanying notes are an integral part of these financial statements.
4
RENAISSANCE WORLDWIDE, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
NINE MONTHS ENDED
SEPT. 27, SEPT. 26,
1997 1998
Cash flows from operating activities:
Net income $ 9,083 $ 10,625
Adjustments to reconcile net income to net cash
used for operating activities
Depreciation and amortization 4,630 6,785
Deferred income taxes (244) 4,612
Changes in operating assets and liabilities:
Accounts receivable (51,386) (57,416)
Other current assets (3,310) (4,117)
Other assets (1,677) (9,336)
Accounts payable 2,004 (1,957)
Accrued expenses 9,117 9,586
Accrued salaries and wages 2,497 6,855
Income taxes payable (76) -
Other liabilities (1,243) 700
--------- ---------
Net cash used for operating activities (30,605) (33,663)
--------- ---------
Cash flows from investing activities
Cash disbursed for acquisitions, net of cash acquired (73,165) (22,992)
Net increase in notes receivable from officers 76 (420)
Change in notes receivable (1,689) (390)
Purchase of marketable securities (22,920) -
Sales and maturities of marketable securities 28,438 5,845
Purchases of fixed assets (7,965) (8,843)
--------- ---------
Net cash used for investing activities (77,225) (26,800)
--------- ---------
Cash flows from financing activities
Cash proceeds from issuance of common stock 53,671 -
Proceeds from reissuance of treasury stock 1,920 -
Repurchase of common stock - (2,546)
Cash proceeds from exercise of stock options 2,119 5,728
Cash proceeds from stock purchase plan 1,882 4,873
Net borrowings (repayments) on line of credit 6,530 40,886
Principal payments on long-term debt (5,222) (5,866)
Proceeds from reissuance of long term debt 212 3,651
Distributions (2,000) -
--------- ---------
Net cash provided by financing activities 59,112 46,726
--------- ---------
Effect of exchange rate changes on cash and cash
equivalents (375) (47)
--------- ---------
Net decrease in cash and cash equivalents (49,093) (13,784)
Cash and cash equivalents, beginning of period 58,638 19,956
--------- ---------
Cash and cash equivalents, end of period $ 9,545 $ 6,172
========= =========
The accompanying notes are an integral part of these financial statements.
5
RENAISSANCE WORLDWIDE, INC.
NOTES TO UNAUDITED CONDENSED 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 information technology ("IT") and management consulting services to
organizations worldwide.
Basis of Consolidation
The accompanying condensed consolidated financial statements include the
accounts of Renaissance Worldwide, Inc. and its wholly-owned subsidiaries.
On July 31, 1997, November 26, 1997, March 31, 1998 and April 2, 1998 the
Company completed the mergers with Renaissance Solutions, Inc. ("RSI"), The
Hunter Group ("Hunter"), Neoglyphics Media Corporation ("Neoglyphics") and
Triad Data, Inc. ("Triad"), respectively. These transactions have been
accounted for as poolings-of-interests and, therefore, the accompanying
financial statements have been retroactively restated to reflect the
financial position and results of operations and cash flows of the Company,
RSI, Hunter, Neoglyphics and Triad for all periods presented. On March 12,
1998 and March 25, 1998, the Company competed the acquisitions of the
capital stock of Exad Galons and Hackenberg & Partner in transactions
accounted for as purchases. Results of operations for these entities have
been included in the results of operations from the date of acquisition.
All intercompany balances and transactions have been eliminated.
Interim Financial Statements
Effective as of December 27, 1997, the Company changed its fiscal year from
the last Saturday in June to the last Saturday in December. The condensed
consolidated balance sheet at September 26, 1998 and condensed consolidated
statements of operations and of cash flows for the three and nine month
periods ended September 27, 1997 and September 26, 1998 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 September 26, 1998 are not necessarily indicative of the
results to be expected for the entire year. These interim condensed
consolidated financial statements should be read in conjunction with the
audited consolidated financial statements for the transition period ended
December 27, 1997 which are contained in the Company's 1997 Transition
Report on Form 10-K, and Forms 8-K/A and 8-K filed with the Securities and
Exchange Commission on June 15, 1998 and November 6, 1998, respectively .
Reclassifications
Certain amounts in the prior year financial statements have been
reclassified to conform to the current period presentation.
Earnings per share
Basic earnings per share has been computed by dividing net income by the
weighted average number of common shares outstanding. Diluted earnings per
share has been computed by dividing net income by 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.
6
RENAISSANCE WORLDWIDE, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
A reconciliation of the weighted average common shares outstanding is as
follows: (in thousands)
- ---------------------------------------------------------------------------------------------
THREE MONTHS ENDED NINE MONTHS ENDED
- ---------------------------------------------------------------------------------------------
SEPT. 27, SEPT. 26, SEPT. 27, SEPT. 26,
1997 1998 1997 1998
- ---------------------------------------------------------------------------------------------
Weighted average number of common
shares outstanding - basic 54,463 55,544 53,462 55,318
- ---------------------------------------------------------------------------------------------
Assumed exercise of stock options,
using the treasury stock method 0 1,497 3,384 2,467
- ---------------------------------------------------------------------------------------------
Escrow shares related to
acquistions 0 455 0 303
- ---------------------------------------------------------------------------------------------
Weighted average number of common
and potential common shares
outstanding - dilutive 54,463 57,496 56,846 58,088
- ---------------------------------------------------------------------------------------------
Recently enacted accounting standards
In the first quarter of 1998, the Company adopted Statement of Financial
Accounting Standards No. 130, "Reporting of Comprehensive Income" ("SFAS
130"). This statement requires disclosure of comprehensive income and its
components in interim and annual reports. Total comprehensive income
components included in stockholder's equity include any changes in equity
during a period that are not the result of transactions with owners,
including cumulative translation adjustments, unrealized gains and losses
on available-for-sale securities and minimum pension liabilities. For the
quarters ended September 27, 1997 and September 26, 1998, comprehensive
income (expense) items included in stockholders' equity consisted of
translation adjustments of $(249,000) and $(128,000), respectively, and
gains on available-for-sale securities of $45,000 and $0, respectively. For
the nine months ended September 27, 1997 and September 26, 1998,
comprehensive income (expense) items included in stockholders' equity
consisted of translation adjustments of $(434,000) and $(47,000),
respectively, and gains on available-for-sale securities of $126,000 and
$0, respectively.
In June 1997, the FASB issued Statement of Financial Accounting Standards
No. 131 "Disclosures about Segments of an Enterprise and Related
Information", ("SFAS 131"). SFAS 131 is effective for fiscal years
beginning after December 15, 1997 and requires restatement of disclosures
for all periods presented. Disclosure of this information for interim
periods is not required in the year of adoption.
SFAS 131 requires that companies disclose information about operating
segments in annual and interim financial statements. SFAS 131 utilizes the
"management approach" in determining what constitutes an operating segment.
An operating segment is defined in SFAS 131 as a business component:
. which engages in business activities from which it may earn revenues and
incur expenses
. whose operating results are regularly reviewed by a chief operating
decision maker to make decisions about resources to be allocated to the
segment and assess its performance; and
. for which discrete financial information is available.
The adoption of SFAS 131 will not impact the Company's financial position,
results of operations or cash flows. Management has determined that the
adoption of SFAS 131 will not materially differ from the Company's current
presentation of operating segments.
7
RENAISSANCE WORLDWIDE, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2. ACQUISITION OF SUBSIDIARIES - PURCHASES
Exad Galons On March 12, 1998, the Company, through a wholly-owned
subsidiary, acquired all of the outstanding stock of Exad Galons, a French
corporation ("Exad"), for $5.0 million in cash. Exad is a business
process and information technology consulting firm headquartered in Paris,
France.
Hackenberg & Partner On March 25, 1998, the Company, through a wholly-owned
subsidiary, acquired all of the outstanding common stock of Hackenberg &
Partner, a German corporation ("Hackenberg"), for $3.2 million in cash.
Based in Starnberg, Germany, Hackenberg provides business application,
networking and database services and specializes in custom-developed
solutions and Peoplesoft implementations.
Both Exad and Hackenberg are operating as subsidiaries to Hunter augmenting
the enterprise resource planning solutions business unit of the Solutions
Group.
These acquisitions have been accounted for as purchases and accordingly,
the purchase prices have been allocated to the assets acquired and
liabilities assumed based upon their estimated fair values as of the date
of their respective acquisitions. The excess of the consideration paid
over the estimated fair value of net assets acquired of approximately $7.5
million has been recorded as goodwill and is being amortized on a straight-
line basis over 30 years.
The pro forma results of operations, assuming that the acquisitions
occurred at the beginning of the three and nine month periods ended
September 27, 1997 and the nine month period ended September 26, 1998,
would not materially differ from Renaissance's reported results of
operations.
4. ACQUISITION OF SUBSIDIARIES - POOLINGS OF INTERESTS
On March 31, 1998 the Company, through a wholly-owned subsidiary, acquired
all of the outstanding stock of Neoglyphics Media Corporation. Neoglyphics
is a Internet development and applications company based in Chicago,
Illinois and augments the e-commerce business unit of the Solutions Group.
Pursuant to the agreement, each share of Neoglyphics was converted into
the right to receive .12495 shares of Renaissance common stock.
Renaissance also assumed outstanding options for the purchase of
Neoglyphics common stock at the same conversion ratio.
On April 2, 1998, the Company, through a wholly-owned subsidiary, acquired
all of the outstanding stock of Triad Data, Inc. Triad is an information
technology consulting firm based in New York City performing services
similar to those of the Services Group of the Company. Pursuant to the
agreement, each share of Triad common stock was converted into the right to
receive 24,409.2 shares of Renaissance common stock.
In total 4,554,759 shares of the Company's Common Stock were exchanged for
all of the outstanding common stock of Neoglyphics and Triad. In addition,
outstanding stock options to purchase Neoglyphics common stock were
converted into options to purchase 119,940 shares of the Company's Common
Stock. These transactions have been accounted for as poolings-of-interests
and, therefore, the financial statements of the Company have been restated
to include the financial condition, results of operations and cash flows of
these two companies for all periods presented. The Company incurred $6.9
million in acquisition-related expenses during the period related to these
transactions. These costs are disclosed as a separate line in the
statement of operations for the period.
8
RENAISSANCE WORLDWIDE, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
5. RESTRUCTURING CHARGES AND OTHER ASSET WRITEDOWNS
During the quarter ended September 26, 1998, the Company implemented a
restructuring plan designed to focus the Company on the new corporate
strategy and eliminate redundant facilities and processes. This plan
resulted in charges totaling $8,980,000 in the quarter. Charges of
$3,528,000 were recorded to write down non performing assets, $1,254,000
for ongoing lease payments in excess of estimated sublease income for
facilities to be vacated as a result of the restructuring, and employee
severence and other payments of $4,198,000 related to the restructuring,
including amounts owed under recruiting contracts for individuals or
positions which were terminated.
The following is an analysis of the significant components of the
restructuring and other charges:
DISCONTINUANCE
AND WRITEDOWN OF
CONSOLIDATION SEVERENCE AND EQUIPMENT AND
OF OFFICES OTHER COSTS OTHER ASSETS TOTAL COSTS
Total restructuring and other
asset writedowns $1,254,000 $4,198,000 $3,528,000 $8,980,000
Non-cash costs _ 637,000 3,528,000 4,165,000
Amounts paid _ 898,000 _ 898,000
---------------------------------------------------------------
Accrued, September 26, 1998 $1,254,000 $2,663,000 $ _ $3,917,000
---------------------------------------------------------------
The Company currently expects this restructuring accrual to be utilized,
primarily through cash disbursements, through the quarter ending June 26,
1999.
6. STOCK REPURCHASE
During the quarter ended September 26, 1998, the Company announced and
completed a stock repurchase program whereby it repurchased 200,000 shares
of common stock at a weighted average price of $12.73. The repurchased
shares are included in treasury stock at September 26, 1998.
9
PART II: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS:
The following table summarizes the Company's significant operating results
as a percentage of revenue for each of the periods indicated.
THREE MONTHS ENDED NINE MONTHS ENDED
SEPT. 27, SEPT. 26, SEPT. 27, SEPT. 26,
1997 1998 1997 1998
Revenue 100.0% 100.0% 100.0% 100.0%
Cost of revenue 67.0 65.9 69.0 66.1
--------- --------- --------- ---------
Gross profit 33.0 34.1 31.0 33.9
Selling, general and administrative
expenses 24.2 24.5 23.5 25.5
Restructuring charges and other asset
writedowns - 4.3 - 1.5
Acquisition-related expenses 7.4 - 2.6 1.2
--------- --------- --------- ---------
Income from operations 1.4 5.3 4.9 5.7
Interest and other income (expense), net (0.1) (0.8) 0.1 (0.7)
--------- --------- --------- ---------
Income before taxes 1.3 4.5 5.0 5.0
Income tax provision 3.0 1.8 2.9 3.2
--------- --------- --------- ---------
Net income (loss) (1.7)% 2.7% 2.1% 1.8%
========= ========= ========= =========
THREE MONTHS ENDED SEPTEMBER 27, 1997 AND SEPTEMBER 26, 1998
Revenue. Revenue increased 34% to $209.1 million for the third quarter of fiscal
1998 from $156.0 million in the third quarter of fiscal 1997. This increase was
attributable primarily to a 93% increase in the revenue of the Company's
Solutions Group as compared with the prior period. This increase is due to
organic growth, the addition of the Solutions acquisitions in the first fiscal
quarter of 1998 and the redeployment of services and strategy consultants into
the solutions group in mid 1997 as well as the first quarter of 1998 in response
to increasing demand and new solutions offerings developed in this segment.
Revenue of the Services Group also increased 18% in the quarter resulting in a
greater number of IT consultants being placed with the Company's clients during
the period. In addition, revenues of the Company's Strategy Group increased 12%
as compared with the comparable prior period due primarily to organic growth.
Gross Profit. Gross profit increased 39% to $71.4 million for the third quarter
of fiscal 1998 from $51.4 million in the comparable prior period. As a
percentage of revenue, gross profit increased to 34.1% for the period compared
to 33.0% for the comparable prior period. The increase in gross margin
percentage was attributable to increases in the number of higher margin
strategic, management and solutions consulting engagements and the increased
utilization of salaried consultants compared with the prior period.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased by 36% to $51.3 million for the third quarter
of fiscal 1998 from $37.8 million in the comparable prior period. As a
percentage of revenue, selling, general and administrative expenses increased to
24.5% from 24.2% for the comparable prior period. This increase was attributable
primarily to the costs of the integration of and redundant processes in the
acquisitions of the past year, as well as the investments in the Company's
infrastructure to accommodate the growth of the past year.
10
Restructuring Charges and Other Asset Writedowns: Restructuring charges
and other asset writedowns of $8,980,000 for the third quarter of fiscal
1998 were incurred in connection with a restructuring plan which was
designed to focus the Company on the new corporate strategy and eliminate
redundant facilities and processes. There were no such costs in the third
quarter of fiscal 1997.
Acquisition-related expenses: Acquisition related expenses of $11.5 million for
the third quarter of fiscal 1997 were incurred in connection with the
Renaissance Solutions, Inc. acquisition. There were no pooling-of-interest
acquisitions in the third quarter of fiscal 1998.
Interest and Other Income(Expense), Net. Interest and other income(expense),
net, decreased to $1.8 million in expense for third quarter of fiscal 1998 from
$144,000 in expense for the comparable prior period. This change was a result of
increased balances under the Company's line of credit due to payments for
acquisitions made in the year, other contingent payments made for 1997
acquisitions as well as increased working capital needs.
NINE MONTHS ENDED SEPTEMBER 27, 1997 AND SEPTEMBER 26, 1998
Revenue. Revenue increased 36% to $580.9 million for the first nine months of
fiscal 1998 from $426.6 million in the first nine months of fiscal 1997. This
increase was attributable primarily to a 120% increase in the revenue of the
Company's Solutions Group compared with the prior period due to primarily to
organic growth, the addition of the Eligibility Management Services acquisition
in August of 1997 and the Hackenberg and Exad Galons acquisitions in Q1 of
fiscal 1998. In addition, revenues increased due to the redeployment of services
and strategy consultants into the solutions group in response to increasing
demand and new solutions offerings developed in this segment. Revenues of the
Company's Strategy Group increased 28% as compared with the comparable prior
period primarily to organic growth. The Company's Services Group increased 15%
as compared with the prior period resulting in a greater number of IT
consultants being placed with the Company's clients during the period.
Gross Profit. Gross profit increased 49% to $196.8 million for the first nine
months of fiscal 1998 from $132.2 million in the comparable prior period. As a
percentage of revenue, gross profit increased to 33.9% for the period compared
to 31.0% for the comparable prior period. The increase in gross margin
percentage was attributable to increases in the number of higher margin
strategic, management and solutions consulting engagements resulting from both
acquisitions in the solutions consulting services area as well as internal
growth and the increased utilization of staff IT consultants compared with the
prior period.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased by 48% to $148.0 million for the first nine
months of fiscal 1998 from $100.2 million in the comparable prior period. As a
percentage of revenue, selling, general and administrative expenses increased to
25.5% from 23.5% for the comparable prior period. This increase was attributable
primarily to the costs of the integration of and redundant processes in the
recently added acquisitions, as well as the investments in the Company's
infrastructure to accommodate the growth of the past year.
Restructuring Charges and Other Asset Writedowns: Restructuring charges and
other asset writedowns of $8,980,000 for the nine months ended September 26,
1998 were incurred in connection with a restructuring plan which was designed to
focus the Company on the new corporate strategy and eliminate redundant
facilities and processes. There were no such costs in the first nine months of
fiscal 1997.
Acquisition-related expenses: Acquisition-related expenses of $6.9 million for
the first nine months of fiscal 1998 were incurred in connection with the
Neoglyphics and Triad acquisitions. Acquisition-related expenses of $11.1
million for the first nine months of fiscal 1997 were incurred prmarily in
connection with the Renaissance Solutions, Inc. acquisition.
11
Interest and Other Income (Expense), Net. Interest and other income (expense),
net, decreased to $3.7 million in expense for the first nine months of fiscal
1998 from $613,000 in income for the comparable prior period. This change was a
result of increased balances in the Company's line of credit due to payments for
acquisitions made during the fiscal year, other contingent payments made for
1997 acquisitions as well as increased working capital needs.
LIQUIDITY AND CAPITAL RESOURCES
Renaissance has a revolving advance facility with BNY Financial Corporation
(the "Line of Credit") under which it can borrow the lesser of $75.0 million or
85% of eligible receivables. The Line of Credit is secured by all of the
Company's assets and contains certain restrictive covenants, including
limitations on amounts of loans the Company may extend to officers and
employees, the incurrance of additional debt and the payment of dividends on the
Company's Common and Preferred Stock. Additionally, the agreement requires the
maintenance of certain financial ratios, including minimum tangible net worth
and a limit on the ratio of total liabilities to total tangible net worth.
As of September 26, 1998, there was $83.5 million outstanding under the
Line of Credit. The Company is currently working with the Bank on a new credit
facility and in conjunction with these negotiations the Bank has verbally
authorized an increase in the Line to $90.0 million. The Line of Credit bears
an interest rate of LIBOR plus 2.5% or the Bank of New York alternative base
rate plus 0.5% at the Company's option.
The Company had negative cash flows from operations of $33.7 million for
the nine months ended September 26, 1998. The negative operating cash flows were
due primarily to a $57.4 million increase in accounts receivable in the period
due to revenue increases in the period as well as an increase in contracts with
deliverable based or monthly invoicing cycles. In addition, operating cash flows
were impacted by a $9.3 million increase in other assets due primarily to a
$10.0 million deposit paid for new facilities in the U.K. Offsetting these cash
outflows were a $6.9 million increase in accrued salaries and wages due to the
timing of payroll and payroll tax related payments and a $9.6 million increase
in other accrued expenses related primarily to the restructuring charge
accruals. Other changes in accounts payable and current assets relate primarily
to the timing of payments made at the end of each reporting period.
The Company experienced negative cash flows from investing activities of
$26.8 million for the nine months ended September 26, 1998. The negative
investing cash flows were attributable to $23.0 million in net payments made for
acquisitions and acquisition-related contingent consideration during the period
and $8.8 million in fixed asset purchases during the period. These decreases
were offset by the sale and maturities of $5.9 million in marketable securities
during the period.
The Company experienced positive cash flows from financing activities of
$46.7 million for the nine months ended September 26, 1998. The positive cash
flows were attributable primarily to $40.9 million in net borrowings on the
Company's line of credit as well as $10.6 million in cash received from
employees for the exercise of stock options and purchases under the employee
stock purchase plan. Certain of the options exercised resulted in an additional
tax benefit to the Company of $10.0 million which is included in additional paid
in capital and other current assets at September 26, 1998. Offsetting these cash
inflows were payments of $2.6 million related to the Company's stock repurchase
program whereby the Company repurchased 200,000 shares of its Common Stock at an
average market price of $12.73.
During the quarter ended September 26, 1998, the Company implemented a
restructuring plan which was designed to focus the Company on the new corporate
strategy and eliminate
12
redundant facilities and processes. This implementation resulted in charges
totaling $8,980,000 in the quarter. Charges of $3,528,000 were recorded to write
down non performing assets, $1,254,000 for ongoing lease payments in excess of
sublease income for facilities to be vacated as a result of the restructuring,
and employee severence and other payments of $4,198,000 related to the
restructuring, including amounts owed under recruiting contracts for individuals
or positions which were terminated. The Company anticipates future savings of
approximately $7.5 million in fiscal 1999 as a result of this restructuring
effort.
The Company anticipates that its primary uses of working capital in future
periods will be for funding growth, either through acquisitions, the internal
development of existing branch offices or the development of new branch offices
and new service offerings. The Company also anticipates making approximately
$12.5 million in capital expenditures in the next twelve months principally to
upgrade its computer system. In connection with certain of its acquisitions, the
Company may be obligated to make certain contingent payments during the next
several years. The Company does not believe that such payments would have a
material impact on the Company's liquidity, results of operations or capital
requirements. The Company's principal capital requirement is working capital to
support the accounts receivable associated with its revenue growth. The Company
believes that the cash flow from operations and borrowings under the new line of
credit being negotiated, will be sufficient to meet the Company's presently
anticipated working capital needs for at least the next 12 months
IMPACT OF YEAR 2000 ISSUES
The Year 2000 problem arose because many computer programs use only the
last two digits to refer to a year. Therefore, date-sensitive software or
hardware may not be able to distinguish between 1900 and 2000 and programs that
perform arithmatic operations, comparisons or sorting of date fields may begin
yielding incorrect results. The Year 2000 problem could potentially cause a
system failure or miscalculations that could disrupt the Company's operations.
The Company's state of readiness. The Company has developed Year 2000
- --------------------------------
remediation plan that involves three overlapping phases.
In the catalog phase, the Company has created an index of Year 2000 issues
broken down into three functional areas:
. Applications and information technology (IT) equipment This area includes
all mainframe, network and desktop hardware and software, including
custom and packaged applications and IT embedded systems.
. Non-information technology (non-IT) embedded systems These systems include
non-IT equipment and machinery. Non-IT embedded systems, such as
security, fire prevention and climate control systems, typically include
embedded technology, such as microcontrollers.
. Vendor and customer relationships These include significant third-party
vendors and suppliers of goods and services, as well as vendor and supplier
interfaces. These also include customers of the Company's products and
services as well as customer interfaces and accounts receivable.
The Company has substantially completed the catalog phase and plans to be
fully completed by November 30, 1998.
In the analysis phase, the Company is evaluating the catalogued items for
Year 2000 compliance, determining the remediation method and resources
required and developing an implementation plan. A significant portion of
the analysis phase is complete. The Company expects to complete the
analysis phase by December 30, 1998.
13
In the implementation phase, the Company will execute the implementation plan
for all applicable hardware and software, interfaces and systems. This phase
will involve testing the changes, using the changed procedures in actual
operations, testing in a Year 200-simulated environment and vendor and customer
interface testing. After implementation, the Company intends to conduct live
testing in March 1999. The implementation phase, including testing for certain
critical applications, has commenced and is expected to be completed by March
31, 1999 for applications and IT equipment and non-IT embedded systems. All
other components of the implementation phase are expected to be completed by
July 1, 1999.
The Company's remediation plan for its Year 2000 issues is an ongoing process
and the estimated completion dates above are subject to change.
The Risk of the Company's Year 2000 Issues. Generally, the Company has
- ---------------------------------------------
completed an assessment of Year 2000 issues with respect to its business systems
and has already begun to take actions to ensure their compliance. Plans and
associated milestones are being executed to ensure that those business systems
not currently certified as compliant are either upgraded to certified status or
replaced well in advance of December 31, 1999. Based upon the completed
assessment, management does not expect that the costs of bringing the Company's
systems into compliance with Year 2000 to have a material adverse effect on the
Company's financial position, results of operations or liquidity. The Company
does not believe that it is subject to significant business risks related to it
customers' and suppliers' Year 2000 efforts.
The Company's Contingency Plan. The Company does not currently have
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contingency plans with respect to the Year 2000 problem. If the Company's
implementation efforts fail or are no longer on schedule for completion, the
Company will divert its resources to contingency planning.
Costs to Address the Company's Year 2000 Issue: The total cost of the
- -----------------------------------------------
Company's remediation plan is estimated at approximately $500,000 and is being
funded through operating cash flows. To manage the cash flow effects of these
incremental costs, the Company has increased the IT operating and capital
budgets accordingly. Of the total cost, approximately $450,000 is attributable
to new hardware and software that will be capitalized. The remainder will be
expensed as incurred. It is impossible for the Company to completely account for
the costs incurred in its remediation effort as many of its employees have
focused and will continue to focus significant efforts in evaluating the
Company's Year 2000 state of readiness and in remediating problems that have
arisen, and will continue to arise, from such evaluation.
RECENT ACQUISITIONS
Exad Galons On March 12, 1998, the Company, through a wholly-owned subsidiary,
acquired all of the outstanding stock of Exad Galons, a French corporation
("Exad"), for $5.0 million in cash. Exad is a business process and information
technology consulting firm headquartered in Paris France.
Hackenberg & Partner On March 25, 1998, the Company, through a wholly-owned
subsidiary, acquired all of the outstanding common stock of Hackenberg &
Partner, a German corporation ("Hackenberg"), for $3.2 million in cash. Based in
Starnberg, Germany, Hackenberg provides business application, networking and
database services and specializes in custom-developed solutions and Peoplesoft
implementations.
Both Exad and Hackenberg are operating as subsidiaries to Hunter augmenting the
enterprise resource planning solutions business unit of the Solutions Group.
These acquisitions have been accounted for as a purchases and accordingly, the
purchase prices have been allocated to the assets acquired and liabilities
assumed based upon their estimated fair values as of the date of their
respective acquisitions. The excess of the consideration paid over
14
the estimated fair value of net assets acquired of approximately $7.5 million
has been recorded as goodwill and is being amortized on a straight-line basis
over 30 years.
The pro forma results of operations, assuming that the acquisitions occurred at
the beginning of the periods ended September 27, 1997 and September 26, 1998
would not materially differ from Renaissance's reported results of operations.
RECENTLY ENACTED ACCOUNTING STANDARD
In the first quarter of 1998, the Company adopted Statement of Financial
Accounting Standards No. 130, "Reporting of Comprehensive Income" ("SFAS 130").
This statement requires disclosure of comprehensive income and its components in
interim and annual reports. Total comprehensive income components included in
stockholder's equity include any changes in equity during a period that are not
the result of transactions with owners, including cumulative translation
adjustments, unrealized gains and losses on available-for-sale securities and
minimum pension liabilities. For the quarters ended September 27, 1997 and
September 26, 1998, comprehensive income (expense) items included in
stockholders' equity consisted of translation adjustments of $(249,000) and
$(128,000), respectively, and gains on available-for-sale securities of $45,000
and $0, respectively. For the nine months ended September 27, 1997 and
September 26, 1998, comprehensive income (expense) items included in
stockholders' equity consisted of translation adjustments of $(434,000) and
$(47,000), respectively, and gains on available-for-sale securities of $126,000
and $0, respectively.
In June 1997, the FASB issued Statement of Financial Accounting Standards No.
131 "Disclosures about Segments of an Enterprise and Related Information",
("SFAS 131"). SFAS 131 is effective for fiscal years beginning after December
15, 1997 and requires restatement of disclosures for all periods presented.
Disclosure of this information for interim periods is not required in the year
of adoption.
SFAS 131 requires that companies disclose information about operating segments
in annual and interim financial statements. SFAS 131 utilizes the "management
approach" in determining what constitutes an operating segment. An operating
segment is defined in SFAS 131 as a business component:
. which engages in business activities from which it may earn revenues and
incur expenses
. whose operating results are regularly reviewed by a chief operating
decision maker to make decisions about resources to be allocated to the
segment and assess its performance; and
. for which discrete financial information is available.
The adoption of SFAS 131 will not impact the Company's financial position,
results of operations or cash flows. Management has determined that the
adoption of SFAS 131 will not materially differ from the Company's current
presentation of operating segments.
CERTAIN FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS
The foregoing forward-looking statements involve risks and uncertainties.
The Company's actual performance and results may differ materially due to
many important factors, including, but not limited to, the Company's
dependence on the availability of qualified IT consultants, its ability to
sustain and manage growth, the risks associated with acquisitions, its
dependence on key clients, risks associated with international operations,
its dependence on key personnel, the relatively short history of
profitability, the impact of the government regulation of immigration,
fluctuations in operating results due in part to the opening of new branch
offices, general economic conditions, employment liability risks, and the
like. For additional and more comprehensive discussion of the risks
associated with ownership of Common Stock of the Company, please see the
Risk Factors
15
section of the Company's Annual Report on Form 10-K. 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.
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
Not applicable
Item 5 - Other Information
UNDER THE COMPANY'S BY-LAWS, STOCKHOLDERS WHO WISH TO MAKE A PROPOSAL AT THE
1999 ANNUAL MEETING OTHER THAN ONE THAT WILL BE INCLUDED IN THE COMPANY'S PROXY
MATERIALS MUST NOTIFY THE COMPANY NO EARLIER THAN FEBRUARY 27, 1999 AND NOT
LATER THAN MARCH 29, 1999. UNDER RECENT CHANGES TO THE FEDERAL PROXY RULES, IF A
STOCKHOLDER WHO WISHES TO PRESENT SUCH A PROPOSAL FAILS TO NOTIFY THE COMPANY BY
MARCH 29, 1999, THEN THE PROXIES THAT MANAGEMENT SOLICITS FOR THE 1999 ANNUAL
MEETING WILL INCLUDE DISCRETIONARY AUTHORITY TO VOTE ON THE STOCKHOLDER'S
PROPOSAL IN THE EVENT IT IS PROPERLY BROUGHT BEFORE THE MEETING NONWITHSTANDING
THE COMPANY'S BY-LAWS.
Item 6 - Exhibits and Reports on Form 8-K
a. See Exhibit Index, Page 17
b. Reports on Form 8-K
None.
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: November 10, 1998 By: /s/ G. Drew Conway
--------------------------
G. Drew Conway, President and
Chief Executive Officer
(Principal Executive Officer)
Date: November 10, 1998 By: /s/ Robert E. Foley
---------------------------
Robert E. Foley, Chief Financial
Officer
(Principal Financial and Accounting Officer)
16
RENAISSANCE WORLDWIDE, INC.
EXHIBIT INDEX
Exhibit Page
27 Financial Data Schedule