1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
---------
(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 30, 1999
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIE0S EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ________ TO _________
COMMISSION FILE NUMBER 0-26970
---------
METAMOR WORLDWIDE, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 76-0407849
(State of Incorporation) (I.R.S. Employer Identification Number)
4400 POST OAK PARKWAY, SUITE 1100
HOUSTON, TEXAS 77027
(Address of Principal Executive Offices)
(Zip Code)
(713) 548-3400
(Registrant's telephone number, including area code)
---------
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days. Yes [ ] No [ ]
As of November 1, 1999, the Company had 34,272,594 shares of Common
Stock, par value $0.01 per share, outstanding.
================================================================================
2
METAMOR WORLDWIDE, INC. AND SUBSIDIARIES
INDEX
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements 3
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 12
Item 3. Quantitative and Qualitative Disclosures
About Market Risk 18
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 19
2
3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
METAMOR WORLDWIDE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
SEPTEMBER 30, DECEMBER 31,
1999 1998
------------- --------------
(UNAUDITED,
AS RESTATED)
ASSETS
Current Assets:
Cash and cash equivalents $ 10,309 $ 27,613
Accounts receivable, net of allowance of $6,105 and $3,055 176,856 94,045
Prepaid expenses and other 30,597 10,608
---------- ---------
Total current assets 217,762 132,266
Net Assets Held for Sale - 278,176
Fixed Assets, net 49,748 27,970
Intangible Assets, net of accumulated amortization of $15,334 and 555,449 257,405
$6,261
Investments and Other 27,435 7,851
---------- ---------
Total Assets $ 850,394 $ 703,668
========== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term debt $ - $ 2,124
Accounts payable and accrued expenses 34,900 23,141
Payroll and related taxes 35,747 27,821
Amounts due sellers of acquired businesses 33,212 51,311
Other 19,409 20,020
---------- ---------
Total current liabilities 123,268 124,417
Long-term Debt, net of current maturities 266,982 238,076
Deferred Income Taxes and Other 11,017 2,430
Minority Interests 3,123 -
Commitments and Contingencies
Stockholders' Equity:
Preferred stock, par value $.01; 5,000,000 shares authorized;
none outstanding - -
Common stock, par value $.01; 100,000,000 shares authorized;
34,254,323 343 324
and 32,408,448 shares issued and outstanding
Additional paid-in capital 300,675 225,075
Retained earnings 150,600 114,361
Accumulated other comprehensive income (2,482) (1,015)
---------- ---------
449,136 338,745
Less - note receivable from stockholder (3,132) -
---------- ---------
Total stockholders' equity 446,004 338,745
---------- ---------
Total Liabilities and Stockholders' Equity $ 850,394 $ 703,668
========== =========
See notes to unaudited consolidated financial statements.
3
4
METAMOR WORLDWIDE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(in thousands, except per share amounts)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------------- ----------------------------
1999 1998 1999 1998
------------- ------------- ------------- -------------
(AS RESTATED) (AS RESTATED)
Revenues from Services $ 152,846 $ 95,704 $ 428,558 $ 243,460
Cost of Services 92,091 56,259 253,828 144,874
--------- --------- --------- ---------
Gross Profit 60,755 39,445 174,730 98,586
Operating Costs and Expenses:
Selling, general and administrative 38,966 26,536 114,865 66,032
Stock compensation 1,440 - 1,440 -
Depreciation and amortization 7,042 2,411 17,488 6,145
--------- --------- --------- ---------
47,448 28,947 133,793 72,177
--------- --------- --------- ---------
Operating Income 13,307 10,498 40,937 26,409
Other Income (Expense):
Interest expense (6,258) (1,817) (15,016) (5,332)
Other 576 636 (782) 685
--------- --------- --------- ---------
(5,682) (1,181) (15,798) (4,647)
--------- --------- --------- ---------
Income from Continuing Operations before
Income Taxes 7,625 9,317 25,139 21,762
Provision for Income Taxes 3,448 3,913 11,104 9,140
--------- --------- --------- ---------
Income from Continuing Operations 4,177 5,404 14,035 12,622
Discontinued Operations:
Income from discontinued operations,
less applicable income taxes 3,061 5,172 11,571 16,866
Gain on sale of discontinued operations,
less applicable income taxes 10,633 19,336 10,633 19,336
--------- --------- --------- ---------
Income from Discontinued Operations 13,694 24,508 22,204 36,202
--------- --------- --------- ---------
Net Income $ 17,871 $ 29,912 $ 36,239 $ 48,824
========= ========= ========= =========
Earnings per Common Share:
Basic --
Income from Continuing Operations $ 0.12 $ 0.16 $ 0.42 $ 0.39
Income from Discontinued Operations 0.40 0.75 0.66 1.10
--------- --------- --------- ---------
Net Income $ 0.52 $ 0.91 $ 1.08 $ 1.49
========= ========= ========= =========
Diluted --
Income from Continuing Operations $ 0.12 $ 0.16 $ 0.42 $ 0.37
Income from Discontinued Operations 0.36 0.66 0.63 1.02
--------- -------- --------- ---------
Net Income $ 0.48 $ 0.82 $ 1.05 $ 1.39
========= ========= ========= =========
Reconciliation of Net Income to
Comprehensive Income:
Net Income $ 17,871 $ 29,912 $ 36,239 $ 48,824
Currency translation adjustments 772 (31) (1,467) (43)
--------- --------- --------- ---------
Comprehensive Income $ 18,643 $ 29,881 $ 34,772 $ 48,781
========= ========= ========= =========
See notes to unaudited consolidated financial statements.
4
5
METAMOR WORLDWIDE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
NINE MONTHS ENDED
SEPTEMBER 30,
------------------------------
1999 1998
------------ --------------
(As Restated)
Cash Flows from Operating Activities:
Net income $ 36,239 $ 48,824
Adjustments to reconcile net income to net cash provided by (used
in)
operating activities:
Depreciation and amortization 23,516 14,251
Amortization of debt costs and discount on convertible notes 4,255 4,098
Deferred income tax provision (benefit) 5,003 (266)
Provision for doubtful accounts 3,050 3,139
Gain on sales of businesses (14,086) (49,040)
Other (628) (1,601)
Changes in assets and liabilities net of effects of acquisitions:
Accounts receivable (41,661) (46,042)
Prepaid expenses and other (19,143) (341)
Accounts payable (14,611) 36,192
Accrued liabilities (18,817) 12,392
---------- ---------
Net cash provided by (used in) operating activities (36,883) 21,606
--------- ---------
Cash Flows from Investing Activities:
Cash paid for acquisitions, net of cash acquired (311,951) (157,256)
Capital expenditures (37,908) (23,621)
Investment in affiliates - (6,008)
Cash paid for stockholder note (3,132) -
Proceeds from sales of business units 378,624 263,035
Cash paid to buyer of staffing services business (10,888) -
Other (9,651) 866
--------- ---------
Net cash provided by investing activities 5,094 77,016
--------- ---------
Cash Flows from Financing Activities:
Net proceeds from issuance of long-term debt 392,517 164,748
Payments on long-term debt (380,500) (224,205)
Net proceeds from sale of common stock 8,380 9,181
Repurchase of common stock (5,912) (2,574)
--------- ---------
Net cash provided by (used in) financing activities 14,485 (52,850)
--------- ----------
Net increase (decrease) in cash and cash equivalents (17,304) 45,772
Cash and cash equivalents at beginning of period 27,613 14,767
--------- ---------
Cash and cash equivalents at end of period $ 10,309 $ 60,539
========= =========
Cash paid during the periods for:
Interest, net of amounts capitalized $ 21,059 $ 13,846
========= =========
Income taxes $ 17,802 $ 15,069
========= =========
See notes to unaudited consolidated financial statements.
5
6
METAMOR WORLDWIDE, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. GENERAL
The consolidated financial statements of Metamor Worldwide, Inc. and
its wholly-owned subsidiaries ("Metamor" or the "Company") included herein have
been prepared without audit pursuant to the rules and regulations of the
Securities and Exchange Commission. Accordingly, certain information and
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been omitted. The Company
believes that the presentations and disclosures herein are adequate to make the
information not misleading. The consolidated financial statements reflect all
adjustments (consisting of normal recurring adjustments) necessary for a fair
presentation of the interim periods.
The results of operations for the interim periods are not necessarily
indicative of the results of operations to be expected for the full year. These
consolidated financial statements should be read in conjunction with the
Company's audited consolidated financial statements included in its Annual
Report on Form 10-K for the year ended December 31, 1998.
2. DISCONTINUED OPERATIONS
Discontinued operations consist of the Company's commercial staffing
unit, which was sold in July 1998 and its software solutions and project support
units, which were sold in the third quarter of 1999. Proceeds from the sales of
these units were used to pay down borrowings under the Company's senior credit
facility. The operating results and net assets of these units (including prior
periods) are reflected in the accompanying financial statements as discontinued
operations. Net assets of discontinued operations consisted of accounts
receivable, fixed assets, intangibles and liabilities to be transferred to the
buyer.
Revenues from discontinued operations were $115.1 million and $131.1
million for the three months ended September 30, 1999 and 1998, respectively,
and $366.4 million and $613.5 million for the nine months ended September 30,
1999 and 1998, respectively. Income from discontinued operations includes an
allocation of interest expense based on net assets of the business units
included in continuing and discontinued operations. Interest expense of $3.3
million and $1.9 million for the three months ended September 30, 1999 and 1998,
respectively, and interest expense of $8.5 million and $9.9 million for the nine
months ended September 30, 1999 and 1998, respectively, was allocated to
discontinued operations. Income taxes on income from discontinued operations
were $2.2 million and $4.5 million for the three months ended September 30, 1999
and 1998, respectively, and $8.4 million and $13.0 million for the nine months
ended September 30, 1999 and 1998, respectively.
In July 1998, the Company sold its commercial staffing unit to The
Corporate Services Group PLC for $250 million, plus excess working capital of
approximately $11 million. A gain of $57.3 million ($25.5 million after tax) was
recognized on the sale in 1998.
The software solutions unit was sold to GTCR Fund VI, L.P. for cash of
$75.5 million, preferred stock of $20.5 million in the unit and 2.7 million
common shares in the unit, representing approximately ten percent of the
outstanding shares. The preferred stock bears interest at ten percent and had an
estimated fair value at the date of sale of $14.5 million. A loss of $0.4
million ($0.3 million after tax) was recognized on the sale in the third quarter
of 1999.
The project support unit was sold to a group of investors led by GTCR
Fund VI, L.P. and First Union Capital Partners. Purchase consideration totaled
$305 million in cash, subject to certain working capital adjustments, plus up to
an additional $20 million in contingent consideration if certain levels of
profitability in 2000 are achieved. A gain of $14.5 million ($10.9 million after
tax) was recognized on the sale in the third quarter of 1999.
6
7
METAMOR WORLDWIDE, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
3. INCOME TAXES
The Company follows the liability method of accounting for income taxes. Under
this method, deferred income tax assets and liabilities are determined based on
differences between the financial statement and income tax bases of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse. The Company's interim provisions for income
taxes were computed using its estimated effective tax rate for the year.
4. ACQUISITIONS
All acquisitions made by the Company have been accounted for using the
purchase method of accounting. Accordingly, the results of operations of the
acquired businesses are included in the Company's consolidated results of
operations from the date of acquisition. Summary information on the businesses
acquired during the nine months ended September 30, 1999 and 1998 follows:
NINE MONTHS ENDED
SEPTEMBER 30,
------------------------
1999 1998
----------- ----------
Acquisitions completed:
Continuing operations 4 9
Discontinued operations (1) 1 3
--------- ---------
Total 5 12
========= =========
Purchase consideration (in thousands):
Cash paid $ 325,335 $ 161,842
Fair value of common stock issued 73,151 13,896
Amounts due sellers 33,212 9,645
Notes issued 9,066 -
Liabilities assumed 36,571 9,805
--------- ---------
Fair value of assets acquired (including intangibles) $ 477,335 $ 195,188
========= =========
(1) These acquisitions are included in net assets held for sale and the
related results of operations have been reported as discontinued
operations (See Note 2).
In February 1999, the Company acquired 42 percent of the common stock of
Decan Groupe ("Decan"), a publicly held, French-based business, and instituted a
cash tender offer for the remaining shares. In April, the Company completed the
tender offer and at September 30, 1999, owned 98.6 percent of Decan's common
stock and 95.1 percent of its convertible notes. The purchase consideration for
Decan totaled approximately $155.7 million, consisting of $149.4 million in cash
and 0.2 million shares of the Company's common stock valued at $6.3 million. In
connection with the issuance of the Company's common stock, the Company received
a note from a selling shareholder of Decan. The note totals approximately $3.1
million and is secured by the issued common stock. The note bears interest at 3
percent and is due March 2001.
In March 1999, the Company acquired GE Capital Consulting, a
wholly-owned subsidiary of GE Capital Corporation, for approximately $117.3
million, consisting of $52.0 million in cash and 1.2 million shares of the
Company's common stock (the "Issued Stock") valued at $65.3 million. The Issued
Stock is subject to a price guarantee which provides that if its fair market
value, as defined, is less than $65.3 million as of March 2004, the Company will
pay the sellers, in cash or stock, the differential. The guarantee will be
adjusted for any Issued Stock sold prior to the measurement date.
7
8
METAMOR WORLDWIDE, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
In September 1999, the Company acquired Kinderhook Systems, Inc. for $24
million, consisting of $14.9 million in cash and $9.1 million in subordinated
convertible notes of Xpedior Incorporated ("Xpedior"), the Company's eBusiness
services unit. The notes bear interest at 7.0 percent and are convertible into
common stock of Xpedior, at the option of the holders, at the initial public
offering price during a 30-day period after the earlier of the distribution of
Xpedior stock by Metamor or the second anniversary of an initial public offering
(see Note 10). The notes are guaranteed by the Company until the completion of
the initial public offering.
In certain transactions, the sellers of the acquired businesses are
entitled to contingent consideration ("Earnouts") based on the post-acquisition
increase in earnings before interest and taxes ("EBIT"), as defined. During the
nine months ended September 30, 1999, Earnouts of $89.6 million were paid to
sellers. At September 30, 1999, the maximum contractual amount of Earnouts based
on future increases in EBIT totaled $161.8 million. The payment of any
contingent consideration will increase goodwill.
The following results of operations have been prepared assuming the
acquisitions made through September 30, 1999, occurred as of the beginning of
the periods presented. The pro forma operating results are not necessarily
indicative of future operating results nor of results that would have occurred
had the acquisitions been consummated as of the beginning of the periods
presented.
NINE MONTHS ENDED
SEPTEMBER 30,
-----------------------------
1999 1998
-------------- --------------
(in thousands, except
per share amounts)
(AS RESTATED)
Revenues from services $465,960 $388,716
Income from continuing operations $ 16,422 $ 9,090
Net income $ 38,626 $ 45,292
Earnings per share:
Basic
Income from continuing operations $ 0.48 $ 0.27
======== ========
Net income $ 1.14 $ 1.33
======== ========
Diluted
Income from continuing operations $ 0.48 $ 0.27
======== ========
Net income $ 1.11 $ 1.25
======== ========
5. SHORT-TERM BORROWINGS
On June 30, 1999, the Company entered into a $50 million Term Loan
Agreement (the "Term Loan") with certain banks in its Senior Credit Agreement.
Borrowings under the Term Loan bear interest, at the Company's option, at LIBOR
plus 3 percent or the bank's base rate plus 1.75 percent. The Term Loan was
terminated upon completion of the sale of the Company's software solutions
business.
6. LONG-TERM DEBT
Under its Senior Credit Agreement (the "Agreement"), the Company may
borrow the lesser of $225 million or 3.5 times Pro Forma Adjusted EBITDA
(earnings before interest, income taxes, depreciation and amortization of all
acquired businesses for the preceding twelve-month period). The Agreement
contains certain covenants which, among other things, limit total debt to 5.25
times Pro Forma Adjusted EBITDA, limit the payment of dividends and require the
maintenance of certain financial ratios. The Agreement is secured by a pledge of
the
8
9
METAMOR WORLDWIDE, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
stock of the Company's material subsidiaries. A fee of 0.175 percent to 0.375
percent is payable on the unused portion of the commitment.
As of September 30, 1999, the Company had $60.2 million of outstanding
borrowings under the Agreement and remaining availability (after deducting
outstanding letters of credit of $1.1 million) of $163.7 million. Borrowings
under the Agreement bear interest, at the Company's option, at LIBOR or the
bank's base rate, plus the applicable margin. The weighted average interest rate
of the Company's outstanding borrowings under the Agreement was 6.9 percent at
September 30, 1999.
7. COMMON STOCK
Under terms of a share repurchase program approved by the Board of
Directors, the Company purchased 0.4 million shares of common stock during the
nine months ended September 30, 1999, at an average price per share of $14.46.
8. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted
earnings per share from continuing operations (in thousands, except per share
amounts):
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------------- ----------------------------
1999 1998 1999 1998
------------- ------------ ------------- -------------
(AS RESTATED) (AS RESTATED)
Numerator:
Income from continuing operations - numerator
for basic earnings per share $ 4,177 $ 5,404 $14,035 $12,622
Effect of dilutive securities:
2.94% convertible subordinated notes - 835 - 1,899
------- ------- ------- -------
Numerator for diluted earnings per share -
income available to common stockholders
after assumed conversions $ 4,177 $ 6,239 $14,035 $14,521
======= ======= ======= =======
Denominator:
Denominator for basic earnings per share -
weighted-average shares 34,209 33,015 33,626 32,745
Effect of dilutive securities:
Stock options 137 343 190 601
2.94% convertible subordinated notes - 5,460 - 5,460
------- ------- ------- -------
Dilutive potential common shares 137 5,803 190 6,061
------- ------- ------- -------
Denominator for diluted earnings per share -
adjusted weighted-average shares and
assumed conversions 34,346 38,818 33,816 38,806
======= ======= ======= =======
Basic earnings per share $ 0.12 $ 0.16 $ 0.42 $ 0.39
======= ======= ======= =======
Diluted earnings per share $ 0.12 $ 0.16 $ 0.42 $ 0.37
======= ======= ======= =======
Options to purchase 2,381,670 shares and 294,594 shares of common stock
for the three months ended September 30, 1999 and 1998, respectively, and
2,000,334 shares and 97,194 shares of common stock for the nine months ended
September 30, 1999 and 1998, respectively, were outstanding and were excluded
from the computation of diluted earnings per share because the exercise prices
of those options exceeded the average market
9
10
METAMOR WORLDWIDE, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
price of the common shares. The effects of the conversion of the 2.94%
convertible subordinated notes were anti-dilutive to the income from continuing
operations for the three months ended September 30, 1999 and the nine months
ended September 30, 1999.
9. SEGMENT REPORTING
The Company's continuing operations are comprised of five separate
service units. For segment reporting purposes, these units are aggregated and
reported as a single segment as they have very similar operational
characteristics, growth rates and margins. Services provided by these units
include application development and maintenance, systems integration and network
design and implementation.
The Company has both domestic and foreign operations. As of September
30, 1999, the foreign operations had total assets of $193.7 million and had
total revenues of $62.0 million for the nine months then ended.
10. SUBSEQUENT EVENT
On October 18, 1999, the Company filed a registration statement with the
Securities and Exchange Commission on form S-1 covering the sale of up to 8.5
million shares of Xpedior to the public (9.8 million shares assuming the
underwriters over-allotment option is fully exercised). Proceeds from the sale
will be used to repay amounts due to the Company from Xpedior and for general
working capital purposes of Xpedior.
11. RESTATEMENT
Subsequent to the filing of the Company's March 31, 1999, June 30, 1999
and September 30, 1999 Forms 10-Q with the Securities and Exchange Commission
(SEC), and following discussions with the staff of the SEC concerning its review
of the Company's initial registration statement of its eBusiness services unit,
Xpedior, Metamor reduced the goodwill amortization period for Xpedior from 40
years to 20 years and adjusted the estimated fair value of Xpedior's stock used
in measuring the non-cash compensation charge for stock options and other equity
issuances under the Xpedior Stock Incentive Plan (the "Xpedior Plan") prior to
the initial public offering. These accounting adjustments relate to Xpedior and
will not affect the accounting treatment for Metamor's other business units.
However, because Xpedior is a majority-owned subsidiary of Metamor, the effects
of these adjustments will be reflected in Metamor's consolidated financial
statements and Metamor has decided to restate its Forms 10-Q for the 1999
quarterly periods. The effect on periods prior to January 1, 1999 were not
material to Metamor's results of operations or its financial condition.
The Company applies APB 25 in accounting for the Xpedior Plan.
Compensation expense has been recognized for options granted under its Xpedior
stock option plan that were granted at prices below the fair value of the
Company's common stock at the date of issuance. This difference results in a
compensation charge of $18.4 million, which is being recognized over the vesting
period. A compensation charge of $0.7 million was recognized during the nine
months ended September 30, 1999.
In September 1999, the Company issued 50,000 shares of restricted stock
in Xpedior to an executive of that company, which are subject to forfeiture upon
termination. The Company has recorded as deferred compensation $0.6 million
which is being amortized over the 48-month vesting period. The Company also sold
129,702 shares of restricted stock in Xpedior to the executive for $7.71 per
share. Under terms of an employment agreement, Xpedior can repurchase the
stock in the event the executive terminates his employment prior to September
9,2001. The repurchase price equals the price paid for the stock by the
executive plus $400,000. This arrangement is accounted for as a variable
compensation plan, and compensation expense is recognized for the difference
between the fair value and the carrying amount. During the nine months ended
September 30, 1999,compensation expense of $0.7 million was recognized on this
arrangement.
10
11
A comparison of the restated and previously reported unaudited
consolidated statements of operations for the three and nine months ended
September 30, 1999 follows:
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, 1999 SEPTEMBER 30, 1999
---------------------- ----------------------
AS AS
PREVIOUSLY PREVIOUSLY
AS RESTATED REPORTED AS RESTATED REPORTED
---------- ---------- ---------- ----------
Revenues $152,846 $152,846 $428,558 $428,558
Costs of Services 92,091 92,091 253,828 253,828
-------- -------- -------- --------
Gross profit 60,755 60,755 174,730 174,730
Operating Costs and Expenses:
Selling, general and 38,966 38,966 114,865 114,865
administrative expenses
Stock Compensation 1,440 - 1,440 -
Depreciation and amortization 7,042 6,292 17,488 15,263
-------- -------- -------- --------
47,448 45,258 133,793 130,128
-------- -------- -------- --------
Operating income 13,307 15,497 40,937 44,602
Interest expense (6,258) (6,258) (15,016) (15,016)
Other income (expense) 576 576 (782) (782)
-------- -------- -------- --------
(5,682) (5,682) (15,798) (15,798)
-------- -------- -------- --------
Income from continuing operations
before income taxes 7,625 9,815 25,139 28,804
Provision for income taxes 3,448 4,122 11,104 12,098
-------- -------- -------- --------
Income from continuing operations 4,177 5,693 14,035 16,706
Income from discontinued operations 13,694 13,694 22,204 22,204
-------- -------- -------- --------
Net income $ 17,871 $ 19,387 $ 36,239 $ 38,910
======== ======== ======== ========
Earnings per common share (diluted):
Income from continuing operations $ 0.12 $ 0.17 $ 0.42 $ 0.49
Income from discontinued
operations 0.36 0.36 0.63 0.63
-------- -------- -------- --------
operations
Net income $ 0.48 $ 0.53 $ 1.05 $ 1.12
======== ======== ======== ========
11
12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with the
Company's Consolidated Financial Statements.
INTRODUCTION
Since its inception in July 1993, the Company's growth has been the
result of acquisitions of businesses and internal growth. All acquisitions
completed by the Company have been accounted for as purchases. Accordingly, the
historical Consolidated Financial Statements of the Company include the
operating results of the acquired businesses from the date of acquisition.
As a result of the strategic repositioning of the Company to focus
exclusively on its core solutions business, the Company sold its staffing
services business in 1998 and its project support and software solutions
businesses in the third quarter of 1999. The operating results of these
businesses (including prior periods) are reflected in the historical
Consolidated Financial Statements as discontinued operations.
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1999
COMPARED WITH THE THREE MONTHS ENDED SEPTEMBER 30, 1998
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
1999 1998
---------------- ---------------
(AS RESTATED)
Revenues from services $152,846 $ 95,704
Gross profit $ 60,755 $ 39,445
Operating income $ 13,307 $ 10,498
Income from continuing operations $ 4,177 $ 5,404
Earnings per share (diluted) - continuing $ 0.12 $ 0.16
operations
SUMMARY. Income from continuing operations for the three months ended
September 30, 1999 was $4.2 million, or $0.12 per share, compared with $5.4
million, or $0.16 per share, for the three months ended September 30, 1998.
Revenues for the current quarter increased 60 percent to $152.8 million, up from
$95.7 million in the third quarter of 1998. This increase was the result of
strong internal growth, as well as the effects of acquisitions made after the
third quarter of 1998. All acquisitions made by the Company were purchases and,
accordingly, the operating results of the acquired businesses are included in
the consolidated results from the date of acquisition.
Gross profit for the current quarter increased 54 percent to $60.8
million. This improvement is the result of the increase in revenues. Gross
margin for the current quarter was 39.7 percent compared with 41.2 percent in
the third quarter of 1998. The decline in gross margin primarily resulted from
acquisitions of businesses that had lower gross margins than the Company's
consolidated margin for the third quarter of 1998 and lower utilization in
certain business units. On a pro forma basis, which assumes all acquisitions
were completed as of the beginning of the periods presented, gross margin for
the current quarter was 40.1 percent, compared with 40.9 percent for the third
quarter of 1998. This decline reflected lower utilization in certain business
units as a result of deferrals of major contracts.
Operating income for the three months ended September 30, 1999 increased
27 percent to $13.3 million, up from $10.5 million in the same period of 1998.
The operating margin for the current quarter was 8.7 percent compared with 11.0
percent for the third quarter of 1998. The lower margin primarily related to
higher amortization related to recent acquisitions and additional investments in
Xpedior Incorporated ("Xpedior"), the Company's eBusiness services unit, to
position it as a free-standing, publicly held company and in the Company's
enterprise solutions unit to develop its application support capabilities. On a
pro forma basis, the consolidated operating margin was 10.0 percent, up from 9.9
percent for the third quarter of 1998. This improvement reflected higher
12
13
operating leverage in most of the business units and an $0.8 million adjustment
to a litigation reserve following an appeals court reversal of a jury award.
OPERATING COSTS AND EXPENSES. Selling, general and administrative
("SG&A") expenses for the three months ended September 30, 1999 totaled $39.0
million, compared with $26.5 million for the three months ended September 30,
1998. The increase in SG&A expenses primarily related to (i) the effects of the
acquisitions, (ii) internal growth of the operating companies post-acquisition,
(iii) investments made to improve infrastructure and to develop technical
practices, (iv) investments in Xpedior and in the Company's enterprise solutions
unit and (v) higher expenses at the corporate level to support growth. During
the three months ended September 30, 1999, a non-cash stock compensation charge
totaling $1.4 million was incurred as a result of Xpedior stock option grants
and other equity issuances below fair value.
Depreciation totaled $2.6 million and $1.3 million for the three months
ended September 30, 1999 and 1998, respectively. The increase primarily related
to the fixed assets of the businesses acquired and, to a lesser extent, capital
expenditures. Amortization of $4.4 million and $1.1 million for the three months
ended September 30, 1999 and 1998, respectively, related to amortization of
intangible assets of the acquired businesses.
NON-OPERATING COSTS AND EXPENSES. Interest expense totaled $9.6 million
and $3.7 million for the three months ended September 30, 1999 and 1998,
respectively. Interest expense was allocated between continuing operations and
discontinued operations based on net assets of the respective business units.
Interest expense from continuing operations for the current quarter totaled $6.3
million compared with $1.8 million for 1998.
PROVISION FOR INCOME TAXES. The provision for income taxes for the
current quarter was $3.4 million, compared with $3.9 million for 1998. The
Company's effective tax rate includes the effects of state income taxes and the
portion of goodwill amortization not deductible for federal income tax purposes.
RESULTS OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 1999
COMPARED WITH THE NINE MONTHS ENDED SEPTEMBER 30, 1998
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
1999 1998
---------------- ---------------
(AS RESTATED)
Revenues from services $428,558 $243,460
Gross profit $174,730 $ 98,586
Operating income $ 40,937 $ 26,409
Income from continuing operations $ 14,035 $ 12,622
Earnings per share (diluted) - continuing $ 0.42 $ 0.37
operations
SUMMARY. Income from continuing operations for the nine months ended
September 30, 1999 was $14.0 million, or $0.42 per share, compared with $12.6
million, or $0.37 per share, for the nine months ended September 30, 1998. Net
income for the nine months ended September 30, 1999, included one-time charges
of $2.2 million, or $0.04 per share after tax, that were incurred in the first
quarter. The charges related to costs incurred in connection with a terminated
merger and severance paid to an executive of the Company.
Revenues for the nine months increased 76 percent to $428.6 million, up
from $243.5 million in the third quarter of 1998. This increase was the result
of strong internal growth, as well as the effects of acquisitions made since the
third quarter of 1998. All acquisitions made by the Company were purchases and,
accordingly, the operating results of the acquired businesses are included in
the consolidated results from the date of acquisition.
Gross profit for the nine months increased 77 percent to $174.7 million.
This improvement related to the 76 percent increase in revenues and an expansion
in gross margin. Gross margin for the first nine months was 40.8 percent, up
from 40.5 percent in 1998.
13
14
During the nine months ended September 30, 1999, the Company recorded
one-time charges of $2.2 million, or $0.04 per share after income tax.
Approximately $1.1 million of the charges related to costs incurred in
connection with the proposed merger with SPR Inc. The merger was terminated in
March 1999 and the costs were primarily for outside legal and accounting
services. The remainder of the one-time charges related to severance paid under
terms of an employment agreement to the former president of the Company's
project support business.
Operating income before one-time charges for the nine months ended
September 30, 1999 increased 63 percent to $43.1 million, up from $26.4 million
in the same period of 1998. The operating margin for the nine months was 9.6
percent compared with 10.8 percent for the same period in 1998. The decline in
margin primarily related to amortization of goodwill related to recent
acquisitions. On a pro forma basis, the consolidated operating margin was 10.1
percent, up from 9.5 percent for the first nine months of 1998. This improvement
reflected pro forma gross margin expansion, higher operating leverage in most of
the business units and an $0.8 million adjustment to a litigation reserve
following an appeals court reversal of a jury award.
OPERATING COSTS AND EXPENSES. Selling, general and administrative
("SG&A") expenses for the nine months ended September 30, 1999 totaled $114.9
million, compared with $66.0 million for the nine months ended September 30,
1998. The increase in SG&A expenses primarily related to (i) the effects of the
acquisitions, (ii) internal growth of the operating companies post-acquisition,
(iii) investments made to improve infrastructure and to develop technical
practices, (iv) investments in Xpedior and in the Company's enterprise solutions
unit and (v) higher expenses at the corporate level to support growth. During
the nine months ended September 30, 1999, a non-cash compensation charge
totaling $1.4 million was incurred as a result of Xpedior stock option grants
and other equity issuances below fair value.
Depreciation totaled $7.2 million and $3.3 million for the nine months
ended September 30, 1999 and 1998, respectively. Amortization of $10.3 million
and $2.8 million for the nine months ended September 30, 1999 and 1998,
respectively, related to amortization of intangible assets of the acquired
businesses.
NON-OPERATING COSTS AND EXPENSES. Interest expense totaled $23.5 million
and $15.2 million for the nine months ended September 30, 1999 and 1998,
respectively. Interest expense was allocated between continuing operations and
discontinued operations based on net assets of the respective business units.
Interest expense from continuing operations totaled $15.0 million and $5.3
million for the nine months ended September 30, 1999 and 1998, respectively.
PROVISION FOR INCOME TAXES. The provision for income taxes for the nine
months ended September 1999 was $11.1 million, compared with $9.1 million for
1998. The Company's effective tax rate includes the effects of state income
taxes and the portion of goodwill amortization not deductible for federal income
tax purposes.
LIQUIDITY AND CAPITAL RESOURCES
The Company's capital requirements have principally related to the
acquisition of businesses, working capital needs and capital expenditures. These
requirements have been met through a combination of bank debt, issuances of
securities and internally generated funds.
During the nine months ended September 30, 1999, the Company made cash
payments for acquisitions of approximately $325 million. These payments were
comprised of (i) $235.7 million paid to sellers of businesses acquired in 1999
and (ii) $89.6 million of post-closing purchase consideration ("Earnouts") paid
to sellers based on the post-acquisition increase in earnings before interest
and taxes ("EBIT"), as defined. The remaining Earnouts are capped at $161.8
million and are generally tied to operating performance for the full year 1999
and 2000. Based on current growth rates and operating trends, the Company
estimates the remaining Earnouts will be approximately $71.9 million. The
majority of these Earnouts are expected to be paid in the first half of 2000.
The Company expects to fund the payment of the Earnouts out of borrowings under
its Senior Credit Agreement.
Capital expenditures totaled $37.9 million and $23.6 million for the
nine months ended September 30, 1999 and 1998, respectively. The majority of
these expenditures related to (i) development of information systems for the
14
15
staffing service and project support businesses, which were included with the
sales of those businesses, (ii) computer equipment and software for technical
consultants and (iii) furniture, fixtures and equipment related to business
expansion.
The Company estimates that capital expenditures for the remainder of
1999 will be approximately $10 million. The remaining planned capital
expenditures for 1999 are normal recurring items necessary to support business
expansion and the anticipated growth in the number of technical consultants. The
Company expects to fund these capital expenditures primarily out of borrowings
under its Senior Credit Agreement.
The Company had working capital of $94.5 million and $7.8 million at
September 30, 1999 and 1998, respectively. The Company had cash and cash
equivalents of $10.3 million and $27.6 million at September 30, 1999 and 1998,
respectively. The Company's operating cash flows and working capital
requirements are significantly affected by the timing of payroll and the receipt
of payment from the customer. Cash flows provided by (used in) operating
activities were $(36.9) million and $21.6 million for the nine months ended
September 30, 1999 and 1998, respectively.
In March 1999, the Company reinstated its stock repurchase program and
since that time has repurchased approximately 0.4 million shares of common stock
at an average price per share of $14.46. Under terms of the program, the Company
can expend an additional $26.0 million to repurchase shares or its convertible
notes.
Under terms of the Company's Senior Credit Agreement, the Company may
borrow under its revolving credit facility the lesser of $225 million or 3.5
times Pro Forma Adjusted EBITDA (earnings before interest, income taxes,
depreciation and amortization of all acquired businesses for the preceding
twelve-month period). Borrowings under the facility bear interest, at the
Company's option, at LIBOR or the bank's base rate, plus the applicable margin.
A fee of 0.175 percent to 0.375 percent is payable on the unused portion of the
commitment. The Senior Credit Agreement contains certain covenants which, among
other things, limit total debt to 5.25 times Pro Forma Adjusted EBITDA, limit
the payment of dividends and require the maintenance of certain financial
ratios.
As of September 30, 1999, the Company had outstanding borrowings under
the Senior Credit Agreement of $60.2 million and remaining availability (after
deducting outstanding letters of credit of $1.1 million) of $163.7 million. The
weighted average interest rate of the Company's outstanding borrowings under the
Senior Credit Agreement was 6.9 percent at September 30, 1999.
On June 30, 1999, the Company entered into a $50 million Term Loan
Agreement (the "Term Loan") with certain banks in its Senior Credit Agreement.
Under terms of the agreement, the Company may borrow up to $50 million.
Borrowings under the agreement bear interest, at the Company's option, at LIBOR
plus 3 percent or the bank's base rate plus 1.75 percent. The Term Loan was
terminated upon completion of the sale of the Company's software solutions
business.
In 1999, the Company's management and Board of Directors approved a plan
covering the sale of its project support and software solutions units and the
sale to the public of up to 20 percent of the common shares of Xpedior. On
August 6, 1999, the Company completed the sale of its software solutions unit.
The cash proceeds of approximately $76 million were used to repay all
outstanding borrowings under its term loan agreement and the remainder was used
to paydown borrowings under its Senior Credit Agreement. On September 30, 1999,
the Company completed the sale of its project support unit. The cash proceeds of
approximately $305 million were used to repay borrowings under its Senior Credit
Agreement.
On October 18, 1999, the Company's eBusiness subsidiary, Xpedior, filed
a registration statement with the Securities and Exchange Commission on form S-1
covering the sale of up to 8.5 million shares to the public (9.8 million shares
assuming the underwriters over-allotment option is fully exercised). Proceeds
from the sale will be used to repay amounts due to the Company from Xpedior and
for general working capital purposes of Xpedior.
The Company's capital requirements, which include funding for its
acquisition program, are dependent upon the number, quality and pricing of the
acquisition opportunities and its capital availability. Although the Company
believes it will be able to maintain a moderately-sized acquisition program, a
significantly larger program
15
16
would require capital over and above its senior borrowing capacity, as noted
above. Although management believes that the Company will be able to obtain
sufficient capital to fund acquisitions, there can be no assurance that such
capital will be available to the Company at the time it is required or on terms
acceptable to the Company.
YEAR 2000 COMPLIANCE
The Year 2000 issue is the result of computer programs being written
using two digits rather than four digits to define the applicable year. Any of
the Company's computer programs or hardware that have date-sensitive software or
embedded chips may recognize a date using "00" as the year 1900 rather than the
year 2000. This could result in a system failure or miscalculations causing
disruptions of operations, including, among other things, a temporary inability
to process transactions, send invoices, or engage in similar normal business
activities.
Based on assessments performed in 1998, the Company determined that it
will be required to modify, replace or delete portions of its software and
hardware so that those systems will properly utilize dates beyond December 31,
1999. The Company currently believes that, with modifications of existing
software and hardware, the Year 2000 issue can be mitigated. However, if such
modifications and replacements are not made, or are not completed timely, the
Year 2000 issue could have a material adverse impact on the operations of the
Company.
The Company's plan to resolve the Year 2000 issue involves the following
four phases: assessment, remediation, testing and implementation. To date, the
Company has completed its assessment of all critical systems that could be
significantly affected by the Year 2000. Based on this assessment, the Company
has selected Year 2000 compliant software and hardware to replace certain
systems that are not Year 2000 compliant.
For its information technology exposures, the Company is 100 percent
complete on the remediation phase and has substantially completed its
reprogramming and replacement efforts. The Company has substantially completed
the testing and implementation of its internal systems and expects to be fully
compliant during the fourth quarter of 1999.
The Company has completed its initial assessment of key vendors,
customers and other parties to assess the impact, if any, on the Company's
business operations. The Company has not encountered any material Year 2000
compliance issues. However, the Company will continue to assess new
relationships formed with key vendors, customers and other parties. The Company
has not incurred and does not expect to incur significant costs related to Year
2000 issues other than the time of internal personnel to complete the Company's
Year 2000 plans.
Management believes that it has an effective program in place to resolve
the Year 2000 issue in a timely manner. As noted above, the Company has not yet
completed all phases of the Year 2000 program. In the event that the Company
does not complete any additional phases, the Company would be unable to service
and invoice customers or collect payments in a timely manner. In addition,
disruptions in the economy generally resulting from Year 2000 issues could also
materially adversely affect the Company. The Company could be subject to
litigation for computer systems product failure. The amount of potential
liability and lost revenue cannot be reasonably estimated at this time.
The Company has contingency plans for certain critical applications and
is working on such plans for others. These contingency plans involve, among
other actions, manual workarounds and adjusting staffing strategies. Manual
workarounds would consist of preparing billings and cash disbursements from hard
copy source documents, which are currently maintained by the Company.
SEASONALITY
The Company's quarterly operating results are affected by the number of
billing days, consultants' vacations and paid time off and the seasonality of
its customers' businesses. Demand for services in the IT services business is
typically lower during the first quarter until customers' operating budgets are
finalized and the productivity of the Company's salaried technical consultants
is lower in the third and fourth quarters due to fewer billing days because of
the higher number of holidays and vacation days.
16
17
INFLATION
The effects of inflation on the Company's operations were not
significant during the periods presented in the financial statements.
STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This Form 10-Q contains forward-looking statements and information that
are based on management's beliefs, as well as assumptions made by, and
information currently available to, management. All statements and information
relating to the Company, other than statements of historical fact, are
forward-looking statements. When used in this document, the words "believe,"
"anticipate," "will," "should," "would," "estimate," "project," "expect," and
similar expressions, and the negative thereof, are intended to identify
forward-looking statements. Although the Company believes that the expectations
reflected in such forward-looking statements are reasonable, it can give no
assurance that such expectations will prove to have been correct. Such
statements are subject to certain risks, uncertainties and assumptions. Should
one or more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those
anticipated, estimated, projected or expected. Among the key factors that may
have a direct bearing on the Company's operating results are fluctuations in the
economy, the degree and nature of competition, demand for the Company's
services, and the Company's ability to acquire businesses that are accretive to
earnings, to integrate the operations of acquired businesses, to recruit and
place temporary professionals, to expand into new markets, to complete fixed
price agreements in accordance with their terms and to maintain profit margins
in the face of pricing pressures. In addition, important factors that could
cause results to differ materially are set forth under the caption "Risk
Factors" in the Company's Annual Report on Form 10-K for the year ended December
31, 1998.
17
18
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in the applicable disclosures since
those set forth in the Company's Annual Report on Form 10-K for the year ended
December 31, 1998.
18
19
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
27 - Financial Data Schedule
(b) REPORTS ON FORM 8-K
A Form 8-K Current Report dated August 6, 1999 was filed with the
Securities and Exchange Commission reporting the Company's sale
of its software solutions business.
A Form 8-K Current Report dated September 30, 1999 was filed with
the Securities and Exchange Commission reporting the Company's
sale of its project support business.
19
20
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 hereunto duly authorized.
METAMOR WORLDWIDE, INC.
(REGISTRANT)
Date: November 12, 1999 By: /s/ EDWARD L. PIERCE
---------------------------
Edward L. Pierce
Executive Vice President
and Chief Financial Officer
(Duly Authorized Officer)
Date: November 12, 1999 By: /s/ KEVIN P. COHN
---------------------------
Kevin P. Cohn
Corporate Controller
(Chief Accounting Officer)
20
21
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------ -------------------
27 Financial Data Schedule