UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------
FORM 10-Q
{X} QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998
OR
{ } TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission File Number: 000-26622
COMPUTER MANAGEMENT SCIENCES, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 59-2264633
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
8133 Baymeadows Way, Jacksonville, Florida 32256
(Address of principal executive offices) (zip code)
(904) 737-8955
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last
report)
-----------------------------------
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 the 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 July 31, 1998 there were 14,608,106 shares of the Registrant's common
stock, $0.01 par value, outstanding.
COMPUTER MANAGEMENT SCIENCES, INC.
Index to Form 10-Q
For the Quarter Ended June 30, 1998
Page
PART I - FINANCIAL INFORMATION
Item 1 Financial Statements
Consolidated Balance Sheets 3-4
Consolidated Statements of Operations 5
Consolidated Statements of Cash Flows 6
Notes to Consolidated Financial Statements 7
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations
Results of Operations 8-10
Liquidity, Capital Resources and Year 2000 System Conversion 11
PART II - OTHER INFORMATION
Items 1-6 Other Information 12
Signatures 13
2
COMPUTER MANAGEMENT SCIENCES, INC.
Consolidated Balance Sheets
June 30, December 31,
1998 1997
(unaudited)
Current assets:
Cash and cash equivalents $ 14,354,065 14,550,323
Accounts receivable, net 14,512,024 11,720,377
Revenue earned in excess of billings 3,796,536 2,461,228
Investments 3,320,311 2,805,072
Refundable income taxes - 4,358,250
Other receivables 418,348 251,407
Notes receivable 2,525,661 619,328
Other current assets 120,787 127,289
------------ -------------
Total current assets 39,047,732 36,893,274
------------ -------------
Property and equipment:
Land 2,908,000 2,562,000
Buildings and improvements 13,726,648 9,100,902
Computers and software 5,536,075 3,934,806
Office furniture and equipment 3,329,447 2,586,417
Vehicles 433,944 391,750
------------ -------------
25,934,114 18,575,875
Less accumulated depreciation 3,852,980 3,077,243
------------ -------------
Net property and equipment 22,081,134 15,498,632
------------ -------------
Other assets:
Intangible assets, net of accumulated
amortization of $1,118,007 and $872,230 3,970,756 3,516,531
Land held for investment, at cost 424,065 424,065
Investments 8,021,928 8,137,146
Notes receivable, less current portion 829,792 829,792
Other 954,992 823,830
------------ -------------
Total other assets 14,201,533 13,731,364
------------ -------------
Total assets $ 75,330,399 66,123,270
============ =============
(continued)
3
COMPUTER MANAGEMENT SCIENCES, INC.
Consolidated Balance Sheets, continued
June 30, December 31,
1998 1997
(unaudited)
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable $ 267,771 106,320
Accrued expenses 6,220,681 4,341,936
Unearned revenue 220,892 376,556
Income taxes payable 311,717 -
Deferred income taxes 152,954 50,623
----------- -----------
Total current liabilities 7,174,015 4,875,435
----------- -----------
Long-term liabilities:
Deferred income taxes 118,461 249,553
Other 30,762 35,594
----------- ------------
Total long term liabilities 149,223 285,147
----------- ------------
Shareholders' equity:
Preferred stock, $.01 par value; 5,000,000 shares
authorized, no shares issued and outstanding
in 1998 and 1997 - -
Common stock, $.01 par value; 40,000,000
shares authorized, 14,599,831 and 14,455,337
shares issued and outstanding in 1998
and 1997 145,999 144,554
Paid-in capital 39,674,362 38,605,137
Retained earnings 28,009,080 22,054,155
Accumulated comprehensive income, net of
income tax 177,720 158,842
------------- -------------
Total shareholders' equity 68,007,161 60,962,688
------------- -------------
Total liabilities and shareholders' equity $ 75,330,399 66,123,270
============= =============
See accompanying notes to consolidated financial statements.
4
COMPUTER MANAGEMENT SCIENCES, INC.
Consolidated Statements of Operations
(Unaudited)
For the Three Month For the Six Month
Period Ended June 30, Period Ended June 30,
1998 1997 1998 1997
Revenue $ 22,412,461 17,544,512 43,213,821 33,773,666
Direct costs 13,438,363 10,685,869 25,962,611 20,733,668
------------- -------------- ------------- -------------
Gross profit 8,974,098 6,858,643 17,251,210 13,039,998
Selling, general and administrative
expenses 4,387,065 3,619,503 8,336,483 7,030,414
----------- ------------- ------------- -----------
Income from operations 4,587,033 3,239,140 8,914,727 6,009,584
Other income (expense):
Investment and other income 294,737 446,882 607,514 793,565
Interest expense (1,545) (2,631) (2,316) (10,443)
------------- -------------- ------------- -------------
293,192 444,251 605,198 783,122
------------- -------------- ------------- -------------
Income before income taxes 4,880,225 3,683,391 9,519,925 6,792,706
Provision for income taxes 1,830,000 1,433,000 3,565,000 2,620,000
------------- -------------- ------------- -------------
Net income $ 3,050,225 2,250,391 5,954,925 4,172,706
============= ============== ============= =============
Net income per share - basic $ 0.21 0.17 0.41 0.32
============= ============= ============= =============
Weighted average number of common
shares outstanding - basic 14,593,665 13,259,228 14,577,148 13,128,795
Net income per share - diluted $ 0.20 0.15 0.39 0.28
============= ============= ============= =============
Weighted average number of common
and common equivalent shares
outstanding - diluted 15,332,008 15,139,970 15,314,171 15,137,236
See accompanying notes to consolidated financial statements.
5
COMPUTER MANAGEMENT SCIENCES, INC.
Consolidated Statements of Cash Flows
(Unaudited)
For The Six Months
Ended June 30,
1998 1997
---- ----
Cash flow from operating activities:
Net income $ 5,954,925 4,172,706
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 1,019,378 669,827
Net loss (gain) on disposition of property and equipment 3,711 (61,051)
Deferred income tax benefit (37,296) (16,273)
Change in assets and liabilities:
Increase in accounts and other receivables (4,293,896) (2,441,765)
Decrease (increase) in other current assets 6,502 (435,167)
(Increase) decrease in other assets (131,162) 274,659
Increase in accounts payable and accrued expense 2,040,196 405,714
(Decrease) increase in unearned revenue (155,664) 79,649
Increase in income taxes payable 5,395,087 258,355
------------- ------------
Net cash provided by operating activities 9,801,781 2,906,654
------------- -------------
Cash flow from investing activities:
Purchases of property and equipment (7,522,159) (5,494,974)
Proceeds from the sale of property and equipment 162,343 107,900
Purchase of investments, net (372,608) (1,032,131)
Increase in intangible assets (700,000) (1,450,000)
(Increase) decrease in notes receivable (1,906,333) 7,359
-------------- -------------
Net cash used in investing activities (10,338,757) (7,861,846)
-------------- -------------
Cash flow from financing activities:
Repayment of notes payable (4,832) (937,056)
Proceeds from issuance of common stock 345,550 212,184
------------- -------------
Net cash provided by (used in) financing activities 340,718 (724,872)
------------- -------------
Net decrease in cash and cash equivalents (196,258) (5,680,064)
Cash and cash equivalents at beginning of period 14,550,323 14,201,624
------------- -------------
Cash and cash equivalents at end of period $ 14,354,065 8,521,560
============= =============
See accompanying notes to consolidated financial statements.
6
COMPUTER MANAGEMENT SCIENCES, INC.
Notes to Consolidated Financial Statements
(1) Organization and Basis of Presentation
Computer Management Sciences, Inc. (the Company), provides computer
systems and information technology consulting, project management,
systems analysis and design, and programming services to a broad range of
industries and software/hardware platforms. The Company's services are
generally an outside resource supplementing a client's internal
information technology (IT) capabilities, and include various technical
services, such as technology support services, IT solutions services and
strategic IT consulting.
The interim financial information included herein is unaudited. Certain
information and footnote disclosures normally included in the financial
statements have been condensed or omitted pursuant to the rules and
regulations of the Securities and Exchange Commission (SEC), although the
Company believes that the disclosures made are adequate to make the
information presented not misleading. These financial statements should
be read in conjunction with the financial statements and related notes
contained in the Company's annual report on Form 10-K filed with the SEC
on March 30, 1998. Other than as indicated herein, there have been no
significant changes from the financial data published in that report. In
the opinion of management, such unaudited information reflects all
adjustments, consisting of normal recurring accruals and other
adjustments necessary for a fair presentation of the unaudited
information.
The results of operations for such interim periods are not necessarily
indicative of the results for the full year.
(2) Newly Issued Accounting Pronouncement
The Company adopted the provisions of Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income", effective January 1,
1998. This Statement establishes standards for reporting and display of
comprehensive income and its components. Comprehensive income for the six
months ended June 30, 1998 and 1997 was $5,973,803 and $4,198,741,
respectively. This amount differs from net income due to changes in the
net unrealized gains on marketable securities available for sale.
7
COMPUTER MANAGEMENT SCIENCES, INC.
Management's Discussion and Analysis of Financial Condition and
Results of Operations
Forward Looking Statements
This Report on Form 10-Q may contain certain information and trend
statements that constitute "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act, which involve risks and
uncertainties. Actual results may differ materially from the results described
in the forward-looking statements. When used in this document, the words
"anticipate", "believe", "estimate", "expect", "intend", "project", "target" and
other similar expressions, as they relate to the Company, are intended to
identify forward-looking statements. Such statements reflect the current views
of the Company with respect to future events and are subject to certain risks,
uncertainties and assumptions that include, but are not limited to, growth
through business combinations and internal expansion, the Company's ability to
attract and retain qualified consultants, dependence on significant
relationships and the absence of long-term contracts, project risk, the
Company's ability to effectively manage a large and rapidly changing business,
pricing and margin pressures, and competition. Please refer to discussions of
these and other factors in this Report and other Company forms on file with the
Securities and Exchange Commission. The Company disclaims any intent or
obligation to update publicly these forward-looking statements, whether as a
result of new information, future events or otherwise.
The following discussion and analysis should be read in conjunction with,
and is qualified in its entirety by, the consolidated financial statements,
including the notes thereto, and the Company's 1997 Annual Report on Form 10-K
on file with the Securities and Exchange Commission. Historical events are not
necessarily indicative of trends in operating results for any future period.
Reference is also made to the above paragraph, with regard to the risks and
uncertainties associated with forward-looking statements.
Results of Operations
The information in the following table is presented as a percentage of
revenue for the period indicated:
Percentage of Total Revenue
Three Months Ended Six Months Ended
June 30, June 30,
1998 1997 1998 1997
---- ---- ---- ----
Revenue 100.0% 100.0% 100.0% 100.0%
Direct Costs 60.0% 60.9% 60.1% 61.4%
Gross Profit 40.0% 39.1% 39.9% 38.6%
Selling, general, and administrative
expenses 19.6% 20.6% 19.3% 20.8%
Income from operations 20.5% 18.5% 20.6% 17.8%
Other income, net 1.3% 2.5% 1.4% 2.3%
Income before income taxes 21.8% 21.0% 22.0% 20.1%
Provision for income taxes 8.2% 8.2% 8.2% 7.8%
Net income 13.6% 12.8% 13.8% 12.4%
8
COMPUTER MANAGEMENT SCIENCES, INC.
Management's Discussion and Analysis of Financial Condition and
Results of Operations, continued
Revenue:
Revenue for the second quarter ended June 30, 1998 was $22.4 million, a
27.7% increase over revenue of $17.5 million recorded in the second quarter
of 1997. Revenue for the six months ended June 30, 1998 increased $9.4
million to $43.2 million, reflecting a 28.0% improvement over the comparable
1997 period. Consulting service revenue, which represents 99% of total
revenue for the second quarter and year to date 1998, increased 29.5% and
29.8% over the quarter and six months ended June 30, 1997, respectively. The
increase in revenue during the current quarter was primarily attributable to
an increase in volume of services which was sustained by the growth in the
average billable consultant headcount from 580 in the second quarter of 1997
to 701 for the current quarter, a 20.9% increase. Also contributing to the
increase in revenue was an increase in the number and value of IT solution
fixed bid projects undertaken by the Company, which positively impacted
average billing rates and enhanced the Company's ability to leverage its
Systems Outsourcing Center (SOC) model. The Company's ability to execute,
manage and leverage fixed bid projects via its SOC network translates to
"virtual" headcount growth (i.e. increased revenue per consultant). As a
percentage of revenue, fixed bid projects increased to 16.7% of total
revenue for the second quarter of 1998 compared to 6.1% in the second
quarter of 1997. Year to date, revenue has grown at a rate consistent with
the current quarter as result of increased consultant headcount and improved
billing rates as discussed above.
Gross Profit:
Gross profit for the second quarter of 1998 was $9.0 million, representing a
$2.1 million, or 30.8%, improvement over gross profit for the second quarter
of 1997. For the current six month period, gross profit increased 32.3% to
$17.3 million compared to $13.0 million for the same period in 1997.
Expressed as a percentage of revenue, gross profit was 40.0% in the second
quarter of 1998 versus 39.1% in the 1997 second quarter. This improvement is
attributable to the increase in IT solution fixed bid projects, which
generally results in the realization of stronger margins when compared to
technology support time and materials engagements. As mentioned above, the
success and leverage of the SOCs has contributed to an increase in
outsourced and fixed bid projects, which improved the gross profit
percentage. This has also resulted in an increase of approximately 5% in
average hourly billing rates for the second quarter over the average hourly
billing rates for the 1997 second quarter. Year to date, the gross profit
percentage is above that of the comparable period for the prior year due to
increased fixed bid margins and billing rates as discussed above. The
increased dollar amount, in both the current quarter and year to date, is
attributable to the increase in revenue.
S,G&A Expenses:
Selling, general and administrative expenses totaled $4.4 million for the
second quarter of 1998, an increase of $768 thousand, or 21.2%, over the
second quarter of 1997. Expressed as a percentage of revenue, however, S,G&A
expenses decreased from 20.6% in the second quarter of 1997 to 19.6% for the
second quarter of 1998. For the current six month period, S,G&A expenses
decreased as a percentage of revenue to 19.3% from 20.8% for the comparable
1997 period. The improved percentage, for both the current quarter and year
to date, resulted from increased volume and cost containment of marketing
and other fixed expenses. Partially offsetting this percentage improvement
were $345 thousand and $693 thousand incurred in the second quarter and year
to date 1998, respectively, for the Resource Development Program, an
internal technical training program, which was a new initiative during the
second half of 1997. Also contributing to the increased dollar amount were
increases in depreciation resulting from our SOC additions and profit
sharing expense.
9
COMPUTER MANAGEMENT SCIENCES, INC.
Management's Discussion and Analysis of Financial Condition and
Results of Operations, continued
Net Income:
Net income increased 35.5% to $3.1 million for the second quarter of 1998,
compared to net income of $2.3 million for the second quarter of 1997. This
translates into second quarter 1998 diluted earnings per share of $0.20
versus $0.15 in the second quarter of 1997, a 33.8% increase. For the
current six month period, net income was $6.0 million, an increase of $1.8
million over net income for the comparable 1997 period. This improved
performance for both the second quarter and six month period was a result of
increased revenue, improved billing rates and cost containment of S,G&A
expenses, as discussed above. Also contributing to the increase was an
improvement in the effective income tax rate, which declined from 38.9% and
38.6% of income before income taxes in the second quarter and year to date
1997, respectively, to 37.5% and 37.4% in the second quarter and year to
date 1998, respectively. The improved effective tax rate is a result of
state and local tax planning strategies that were implemented in the fourth
quarter of 1997. Net income expressed as a percentage of revenue was 13.6%
and 13.8% for the quarter and six month period ended June 30, 1998 versus
12.8% and 12.4% for the same period in 1997.
10
COMPUTER MANAGEMENT SCIENCES, INC.
Liquidity, Capital Resources and Year 2000 System Conversion
Liquidity and Capital Resources
During the six months ended June 30, 1998, cash decreased $196 thousand
and working capital decreased $144 thousand. While a number of factors
contributed to the decrease in cash, the main components were increases
in accounts receivable, notes receivable, intangible assets, investments
and property and equipment, as discussed below. Partially offsetting
these uses of cash were income tax refunds as well as an increase in
accounts payable and accrued liabilities. The decrease in working capital
is primarily due to an increase in income taxes payable in the current
period versus a $4.4 million income tax receivable at the end of last
year.
As of December 31, 1997, $9.8 million was invested in funds with original
maturity of ninety days or less and were classified as cash equivalents,
versus $4.9 million at June 30, 1998. The timing of maturities of
governmental bonds as well as the reinvestment of short-term investments
in commercial paper with maturities greater than ninety days have
resulted in a decrease in cash equivalents with corresponding decreases
in short-term investments. By the end of the second quarter, $3.3 million
was invested in current securities and $8.0 million was invested in
various corporate and governmental bonds with maturities exceeding one
year.
Accounts receivable increased $2.8 million during the first six months of
1998. The number days of sales outstanding as of June 30, 1998 and
December 31, 1997 were approximately 60 and 61 days, respectively.
Therefore, the increase in accounts receivable is primarily a reflection
of increased sales volume experienced during the period.
During the current six month period, the Company spent approximately $7.5
million for capital expenditures. Of these capital expenditures, $770
thousand was spent for building improvement to the Denver SOC as well as
renovations to the new Jacksonville SOC, $1.4 million was spent for
computer equipment, software and furniture for the Denver SOC and
corporate purposes, $3.9 million was spent on a building for a future SOC
in Richmond, and $850 thousand was spent on a building for a future SOC
in Nashville. The Company also paid $700 thousand in connection with the
second contingent consideration payment due under the acquisition
agreement to purchase Pathways Consulting, Inc., dated July 31, 1996.
The Company maintains a $4 million line of credit with a commercial bank.
The line of credit is unsecured, but is contingent on meeting certain
financial covenants measured on a quarterly basis. The Company is
currently in compliance with such covenants and management expects that
the Company will continue to meet such covenants in future periods. The
credit facility has been inactive during 1998.
The Company currently anticipates that its existing cash and operating
cash flow are sufficient to meet both the Company's short and long-term
working capital requirements and to fund its expansion through the
establishment of additional branch offices, SOC locations, and possible
acquisitions.
Year 2000 System Conversion
The Company has conducted a comprehensive review of its computer systems
to identify the systems that could be affected by the "Year 2000" problem
and is in the process of resolving the issue. The Year 2000 problem is
the result of computer programs being written using two digits rather
than four to define the applicable year. Any of the Company's programs
that have time sensitive software may recognize a date using "00" as the
year 1900 rather than 2000. This could result in major system failure and
miscalculations. During 1997, the Company commenced implementation of a
new enterprise wide packaged financial software system, which is Year
2000 compliant. The supplier of the software has received ITAA 2000
certification from The Information Technology Association of America, the
industry's century date change certification program. The new enterprise
wide software was implemented and live effective April 1, 1998. The
Company will continue to assess its other internal systems and reprogram
or upgrade as necessary. Management believes that the effect of the Year
2000 on its internal information systems will have an immaterial impact
on the Company. The Company is also reviewing the Year 2000 system
conversions of other companies with which it does business in order to
determine their compliance.
11
COMPUTER MANAGEMENT SCIENCES, INC.
Part II - Other Information
Item 1 - Legal Proceedings - None
Item 2 - Changes in Securities and Use of Proceeds:
(a) Changes in Securities - None
(b) Use of Proceeds - In accordance with the provision of Rule 463 (17 CFR
230.463), the following is a report of the use of proceeds from the
Company's initial public offering on September 29, 1995: (1) The
effective date of the Securities Act registration statement on Form S-1
was September 27,
1995, Commission file number 33-95544.
(2) The offering commenced on September 29, 1995.
(3) Not applicable.
(4) (i)Not applicable.
(ii) The managing underwriters for the offering were
The Robinson-Humphrey Company, Inc. and Raymond James &
Associates, Inc.
(iii) The class of stock registered by the Company was
Common Stock, par value $0.01
per share.
(iv) The Company registered and sold 2,185,000 shares of
Common Stock at an aggregate offering price of $30,590,000.
(v) The actual direct or indirect payments to others in
connection with the issuance and distribution for the
securities registered were as follows:
Underwriters discounts and commissions - $2,141,300
Other expenses - 457,626
-----------
Total expenses - $2,598,926
==========
(vi) The net offering proceeds to the Company after
deducting the total expenses in (4)(v) above was $27,991,074.
(vii) From the effective date of the registration
statement through June 30, 1998, the Company used the net
proceeds from the offering for (all of which were direct
payments to others):
Construction of plant, building and facilities $2,698,945
Purchase and installation of machinery
and equipment 5,983,875
Purchases of real estate 12,835,938
Acquisition of other businesses 5,439,192
Repayment of indebtedness 1,033,124
$27,991,074
(viii) Not applicable.
Item 3 - Defaults Upon Senior Securities - None
Item 4 - Submission of Matter to a Vote of Security Holders -
An annual meeting of the shareholders of the Company was held on June
19, 1998, at which one Class III director was nominated for election by
management. The result of the vote was as follows:
Votes Votes Broker Non-
Votes For Against Withheld Abstentions Votes
Jerry W. Davis 12,604,704 -0- 23,092 -0- -0-
Item 5 - Other Information - None
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits -
Exhibit 27- Financial Data Schedule as of and for the six
months ended June 30, 1998, pursuant to Article 5 of
Regulation S-X.
Exhibit 27.1 - Restated Financial Data Schedule as of and for
the six months ended June 30, 1997, pursuant to
Article 5 of Regulation S-X.
(b) Reports: None
12
COMPUTER MANAGEMENT SCIENCES, 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.
COMPUTER MANAGEMENT SCIENCES, INC.
(Registrant)
Date: August 13, 1998 /s/ Anthony Colaluca
--------------------
Anthony Colaluca
Vice President and Chief Financial Officer