1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 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 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 [X] NO [ ]
AS OF NOVEMBER 10, 1998, THE COMPANY HAD 32,557,679 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 11
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 17
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,
1998 1997
------------- -------------
(UNAUDITED)
ASSETS
Current Assets:
Cash and cash equivalents $ 60,539 $ 6,905
Accounts receivable, net of allowance of $4,413 and $2,159 190,406 129,360
Prepaid expenses and other 9,927 9,102
Deferred income taxes and other 771 620
------------- -------------
Total current assets 261,643 145,987
Net Assets Held for Sale -- 161,007
Fixed Assets, net 35,368 19,120
Intangible Assets, net of accumulated amortization of $17,645 and $8,421 373,830 243,792
Investments and Other 9,639 7,351
------------- -------------
Total Assets $ 680,480 $ 577,257
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term debt $ 52 $ 259
Accounts payable 45,153 17,758
Payroll and related taxes 50,994 12,423
Income taxes payable 33,585 2,162
Amounts due sellers of acquired businesses 7,645 25,128
Other 7,990 5,898
------------- -------------
Total current liabilities 145,419 63,628
Long-term Debt, net of current maturities 193,935 246,883
Deferred Income Taxes and Other 9,153 4,149
Commitments and Contingencies
Stockholders' Equity:
Preferred stock, par value $.01; 5,000,000 shares authorized;
none issued
Common stock, par value $.01 --
Common Stock - 100,000,000 shares authorized; 32,980,960 and
32,531,625 shares issued 330 325
Class B (non-voting) - 3,000,000 shares authorized; 0 and 440,749 -- 4
shares issued
Additional paid-in capital 235,648 215,334
Retained earnings 97,394 48,570
Cumulative translation adjustment (1,058) (550)
------------- -------------
332,314 263,683
------------- -------------
Less - 684,000 shares of common stock in treasury at December 31, 1997,
at cost -- (188)
Less - notes receivable from stockholders (297) (787)
Less - deferred compensation (44) (111)
------------- -------------
Total stockholders' equity 331,973 262,597
------------- -------------
Total Liabilities and Stockholders' Equity $ 680,480 $ 577,257
============= =============
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,
------------------------ ------------------------
1998 1997 1998 1997
--------- --------- --------- ---------
Revenues from Services $ 226,829 $ 144,363 $ 620,169 $ 373,719
Cost of Services 151,138 101,734 415,554 267,312
--------- --------- --------- ---------
Gross Profit 75,691 42,629 204,615 106,407
Operating Costs and Expenses:
Selling, general and administrative 50,048 28,422 136,315 73,019
Depreciation and amortization 4,280 2,370 11,713 5,872
--------- --------- --------- ---------
54,328 30,792 148,028 78,891
--------- --------- --------- ---------
Operating Income 21,363 11,837 56,587 27,516
Other Income (Expense):
Interest expense (3,750) (2,559) (12,313) (5,706)
Other, net 662 (74) 786 (339)
--------- --------- --------- ---------
(3,088) (2,633) (11,527) (6,045)
--------- --------- --------- ---------
Income from Continuing Operations before
Income Taxes 18,275 9,204 45,060 21,471
Provision for Income Taxes 7,676 3,867 18,927 9,020
--------- --------- --------- ---------
Income from Continuing Operations 10,599 5,337 26,133 12,451
Discontinued Operations:
Income (loss) from discontinued operations,
less applicable income taxes (23) 3,197 3,355 9,245
Gain on sale of discontinued operations, less
applicable income taxes 19,336 -- 19,336 --
--------- --------- --------- ---------
Income from Discontinued Operations 19,313 3,197 22,691 9,245
--------- --------- --------- ---------
Net Income $ 29,912 $ 8,534 $ 48,824 $ 21,696
========= ========= ========= =========
Earnings per Common Share:
Basic --
Income from Continuing Operations $ 0.32 $ 0.17 $ 0.80 $ 0.39
Income from Discontinued Operations 0.59 0.10 0.69 0.29
--------- --------- --------- ---------
Net Income $ 0.91 $ 0.27 $ 1.49 $ 0.68
========= ========= ========= =========
Diluted --
Income from Continuing Operations $ 0.32 $ 0.16 $ 0.78 $ 0.38
Income from Discontinued Operations 0.50 0.10 0.61 0.29
--------- --------- --------- ---------
Net Income $ 0.82 $ 0.26 $ 1.39 $ 0.67
========= ========= ========= =========
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,
------------------------
1998 1997
--------- ---------
Cash Flows from Operating Activities:
Net income $ 48,824 $ 21,696
Adjustments to reconcile net income to net cash provided by (used in) operating
activities:
Depreciation and amortization 14,251 9,019
Amortization of debt costs and discount on convertible notes 4,098 123
Amortization of deferred compensation 67 102
Deferred income tax provision (benefit) (266) 1,663
Self-insurance reserve (1,406) (1,800)
Provision for doubtful accounts 3,139 2,254
Gain on sale of staffing services business (49,040) --
Other (262) --
Changes in assets and liabilities net of effects of acquisitions:
Accounts receivable (46,042) (49,188)
Prepaid expenses and other (341) 2,490
Accounts payable 6,162 (14,258)
Income taxes payable 31,423 595
Accrued liabilities 12,392 16,117
--------- ---------
Net cash provided by (used in) operating activities 22,999 (11,187)
--------- ---------
Cash Flows from Investing Activities:
Cash paid for acquisitions, net of cash acquired (157,256) (78,560)
Capital expenditures (23,621) (24,866)
Investment in affiliates (6,008) (1,559)
Proceeds from sale of staffing services business 263,035 --
Proceeds from sale of physical therapy staffing business -- 2,500
Other 866 (1,881)
--------- ---------
Net cash provided by (used in) investing activities 77,016 (104,366)
--------- ---------
Cash Flows from Financing Activities:
Net proceeds from issuance of long-term debt 164,748 335,853
Payments on long-term debt (224,205) (406,876)
Net proceeds from issuance of convertible subordinated notes -- 188,549
Repurchase of common stock (2,574) --
Net proceeds from sale of common stock 9,181 2,259
--------- ---------
Net cash provided by (used in) financing activities (52,850) 119,785
--------- ---------
Net increase in cash and cash equivalents 47,165 4,232
Cash and cash equivalents at beginning of period 13,374 6,521
--------- ---------
Cash and cash equivalents at end of period $ 60,539 $ 10,753
========= =========
Cash paid during the periods for:
Interest, net of amounts capitalized $ 13,846 $ 7,537
========= =========
Income taxes $ 15,069 $ 14,644
========= =========
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 (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, 1997.
2. DISCONTINUED OPERATIONS
On July 8, 1998, the Company sold its staffing services business to The
Corporate Services Group PLC for $250 million, plus excess working capital. The
Company used the proceeds from the sale to repay all debt outstanding under its
Senior Credit Agreement. An estimated after-tax gain of $19.3 million, or $0.50
per share, was recognized on the sale. The after-tax gain included an estimate
of the post-closing adjustment for excess working capital. Accordingly, the
difference between that estimate and the actual amount will result in an
adjustment to the gain.
The net assets and operating results of the staffing services business
(including prior periods) are reflected in the accompanying consolidated
financial statements as discontinued operations. Income from discontinued
operations includes an allocation of interest expense, which was allocated
between continuing and discontinued operations based on net assets of the
respective business units. Interest expense allocated to discontinued operations
was $1.1 million for the three months ended September 30, 1997, and $2.9 million
and $3.1 million for the nine months ended September 30, 1998 and 1997,
respectively. Net assets of the discontinued operations consist primarily of
accounts receivable, fixed assets, intangibles and liabilities to be assumed.
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
During the nine months ended September 30, 1998, the Company acquired
12 information technology ("IT") businesses. Summary information on these
acquisitions, including a brief description of the material acquisitions,
follows. 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.
6
7
METAMOR WORLDWIDE, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Purchase consideration (in thousands):
Cash paid $ 161,842
Fair value of common stock issued 13,896
Amounts due sellers 9,645
Liabilities assumed 9,805
----------
Fair value of assets acquired (including intangibles) $ 195,188
==========
In January 1998, the Company acquired Sage I.T. Partners, Inc., a
California-based IT solutions business, for $11.0 million in cash and Dynamic
Data Solutions, Inc., a Minnesota-based IT solutions business, for $30.4 million
in cash. In March 1998, the Company acquired Applied Integration Services, Inc.,
an Ohio-based IT solutions business, for $21.0 million in cash.
In April 1998, the Company acquired NDC Group, Inc., a Virginia-based
IT solutions business, for $20.5 million, consisting of $6.6 million in cash and
308,793 shares of the Company's common stock (the "Issued Stock"), which are
subject to a price guarantee. This guarantee provides that the fair market
value, as defined, of the Issued Stock will be not less than $14.0 million as of
April 16, 2000. In the event that the fair market value of the Issued Stock is
less than $14.0 million, the Company will pay the sellers, in cash or stock,
for the short fall. The guarantee will be adjusted for any Issued Stock sold
prior to the measurement date.
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, 1998, Earnouts of $25.1 million were paid to
sellers. At September 30, 1998, the maximum contractual amount of Earnouts based
on future increases in EBIT totaled $249.9 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, 1998 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,
------------------------------------
1998 1997
----------------- -----------------
(in thousands, except
per share amounts)
Revenues $ 657,533 $ 493,169
Income from continuing operations $ 27,459 $ 14,784
Net income $ 50,150 $ 24,029
Earnings per common share:
Basic --
Income from continuing operations $ 0.84 $ 0.46
========== ==========
Net income $ 1.53 $ 0.75
========== ==========
Diluted --
Income from continuing operations $ 0.82 $ 0.46
========== ==========
Net income $ 1.42 $ 0.74
========== ==========
7
8
METAMOR WORLDWIDE, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
5. LONG-TERM DEBT
Under its Senior Credit Agreement (the "Senior Credit Agreement"), the
Company may borrow the lesser of $335 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 Company may
request that the commitment be raised to $400 million. 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 stock of the Company's material subsidiaries.
As of September 30, 1998, the Company had no outstanding borrowings
under the Senior Credit Agreement and remaining availability (after deducting
outstanding letters of credit of $1.8 million) of $333.2 million. Borrowings
under the Senior Credit Agreement bear interest, at the Company's option, at
LIBOR or the bank's base rate, plus the applicable margin.
6. COMMON STOCK
In September 1998, the Company retired all 684,000 shares of common
stock held as treasury stock. As a result, the $188,000 value assigned to
treasury stock has been eliminated with a corresponding decrease in the par
value and additional paid-in capital.
On August 28, 1998, the Company's board of directors approved a plan
for the Company to repurchase up to 2.0 million shares of its common stock. As
of September 30, 1998, the Company had repurchased 110,000 shares at an average
price of $23.40 per share. Upon repurchase, the shares were retired.
8
9
METAMOR WORLDWIDE, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
7. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted
earnings per share (in thousands, except per share amounts):
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------- -----------------------
1998 1997 1998 1997
--------- --------- --------- ---------
Numerator:
Net income $ 29,912 $ 8,534 $ 48,824 $ 21,696
========= ========= ========= =========
Numerator for basic earnings per share - income
available to common stockholders $ 29,912 $ 8,534 $ 48,824 $ 21,696
Effect of dilutive securities:
2.94% convertible subordinated notes 1,725 -- 5,140 --
--------- --------- --------- ---------
Numerator for diluted earnings per share - income
available to common stockholders after assumed
conversions $ 31,637 $ 8,534 $ 53,964 $ 21,696
========= ========= ========= =========
Denominator:
Denominator for basic earnings per share -
weighted-average shares 33,015 32,143 32,745 32,056
Effect of dilutive securities:
Stock options 343 636 601 502
2.94% convertible subordinated notes 5,460 -- 5,460 --
--------- --------- --------- ---------
Dilutive potential common shares 5,803 636 6,061 502
Denominator for diluted earnings per share - adjusted
weighted-average shares and assumed conversions 38,818 32,779 38,806 32,558
========= ========= ========= =========
Basic earnings per share $ 0.91 $ 0.27 $ 1.49 $ 0.68
========= ========= ========= =========
Diluted earnings per share $ 0.82 $ 0.26 $ 1.39 $ 0.67
========= ========= ========= =========
Options to purchase 294,594 and 105,000 shares of common stock for the
three months ended September 30, 1998 and 1997, respectively, and 97,194 and
577,400 for the nine months ended September 30, 1998 and 1997, respectively,
were outstanding, but were not included in the computation of diluted earnings
per share because the exercise prices of these options were greater than the
average market price of the common shares.
8. COMPREHENSIVE INCOME
The components of comprehensive income, net of related tax, are as
follows (in thousands):
NINE MONTHS ENDED
SEPTEMBER 30,
-------------------------------------
1998 1997
---------------- ----------------
Net income $ 48,824 $ 21,696
Foreign currency translation adjustments (508) --
-------- ---------
Comprehensive income $ 48,316 $ 21,696
======== =========
9
10
The components of accumulated other comprehensive income, net of
related tax, are as follows (in thousands):
SEPTEMBER 30, DECEMBER 31,
1998 1997
------------------ -------------------
Foreign currency translation adjustments $ 1,058 $ 550
10
11
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
Through September 30, 1998, the Company had completed the acquisition
of 32 information technology ("IT") businesses. These acquisitions were
accounted for under the purchase method of accounting and, accordingly, the
historical Consolidated Financial Statements of the Company include the
operating results of the acquired businesses from the date of acquisition. In
March 1998, the Company's management and board of directors approved a plan to
sell its staffing services business and completed the sale on July 8, 1998. The
financial results of that business are reported as discontinued operations.
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1998
COMPARED WITH THE THREE MONTHS ENDED SEPTEMBER 30, 1997
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
1998 1997
--------------- ---------------
Revenues $ 226,829 $ 144,363
Gross profit $ 75,691 $ 42,629
EBITDA (1) $ 26,305 $ 14,133
Operating income $ 21,363 $ 11,837
Income from continuing operations $ 10,599 $ 5,337
Income from discontinued operations 19,313 3,197
------------ ------------
Net income $ 29,912 $ 8,534
============ ============
Earnings per common share (diluted):
Income from continuing operations $ 0.32 $ 0.16
Income from discontinued operations 0.50 0.10
------------ ------------
Net income $ 0.82 $ 0.26
============ ============
(1) EBITDA means earnings before interest, income taxes, depreciation
and amortization. EBITDA is a widely accepted financial indication of
a company's ability to service and incur debt. EBITDA should not be
considered as an alternative to earnings as an indicator of
the Company's operating performance or to cash flows as a measure of
liquidity. In evaluating EBITDA, the Company believes that users
should consider, among other things, the components of EBITDA such as
revenues and operating expenses and the amount by which EBITDA
exceeds capital expenditures and other charges.
SUMMARY. Income from continuing operations was $10.6 million, or $0.32
per share, compared with $5.3 million, or $0.16 per share, for the third quarter
of 1997. Revenues from continuing operations for the quarter increased 57.1% to
$226.8 million, up from $144.4 million in the third quarter of 1997. The
improvement reflected an internal growth rate of 30.1%, as well as the effects
of acquisitions occurring after September 30, 1997. The internal growth rate for
the current quarter was lower than the 32.8% internal growth rate for the
preceding quarter, which is a normal seasonal fluctuation caused by summer
vacations.
11
12
Gross profit for the current quarter increased 77.6% over the third
quarter of 1997. This increase resulted from higher revenues and the expansion
in gross margins from 29.5% in the third quarter of 1997 to 33.4% in the current
quarter. The expansion in gross margin reflected the favorable shift in mix
toward higher-margin services and an overall improvement in margins of each
service line. On a pro forma basis, which assumes all acquisitions were
consummated as of the beginning of the periods presented, gross profit increased
by 41.5% over the third quarter of 1997. This growth rate was driven by the
30.1% increase in pro forma revenues and an expansion of 270 basis points in pro
forma gross margin.
EBITDA increased 86.1% to $26.3 million, up from $14.1 million in the
third quarter of 1997. EBITDA margin for the current quarter was 11.6% compared
with 9.8% for the third quarter of 1997. Operating income from continuing
operations increased 80.5% to $21.4 million in the current quarter, up from
$11.8 million in the third quarter of 1997. The operating margin for the current
quarter was 9.4% compared with 8.2% for the third quarter of 1997. The expansion
in margins reflected the favorable business mix shift and higher gross margins
in each service line, partially offset by personnel additions and investments in
infrastructure to support the growth of the company.
OPERATING COSTS AND EXPENSES. Selling, general and administrative
("SG&A") expenses for the third quarter of 1998 totaled $50.0 million, compared
with $28.4 million for the third quarter of 1997. 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 and (iv) higher expenses at
the corporate level to support growth.
Depreciation totaled $1.8 million and $1.0 million for the third
quarter of 1998 and 1997, respectively. The increase primarily related to the
fixed assets of the businesses acquired and, to a lesser extent, capital
expenditures. Amortization of $2.5 million and $1.4 million for the third
quarter of 1998 and 1997, respectively, related to amortization of intangible
assets of the acquired businesses.
NON-OPERATING COSTS AND EXPENSES. Interest expense totaled $3.8 million
and $3.7 million for the third quarter of 1998 and 1997, 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 $3.8 million compared with
$2.6 million for 1997.
PROVISION FOR INCOME TAXES. The provision for income taxes from
continuing operations for the current quarter was $7.7 million, compared with
$3.9 million for 1997. The Company's effective tax rate of 42.0% includes the
effects of state income taxes and the portion of goodwill amortization not
deductible for federal income tax purposes.
INCOME FROM CONTINUING OPERATIONS. Due to the factors described above,
income from continuing operations for 1998 was $10.6 million (4.7% of revenues)
compared with $5.3 million (3.7% of revenues) for 1997.
INCOME FROM DISCONTINUED OPERATIONS. Income from discontinued
operations, net of applicable income taxes, for the third quarter of 1998 was
$19.3 million. Included in income from discontinued operations for the third
quarter of 1998 was the estimated after-tax gain of $19.3 million related to the
sale of the staffing services business.
12
13
NINE MONTHS ENDED SEPTEMBER 30, 1998
COMPARED WITH THE NINE MONTHS ENDED SEPTEMBER 30, 1997
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
1998 1997
--------------- ---------------
Revenues $ 620,169 $ 373,719
Gross profit $ 204,615 $ 106,407
EBITDA $ 69,086 $ 33,049
Operating income $ 56,587 $ 27,516
Income from continuing operations $ 26,133 $ 12,451
Income from discontinued operations 22,691 9,245
------------ ------------
Net income $ 48,824 $ 21,696
============ ============
Earnings per common share (diluted):
Income from continuing operations $ 0.78 $ 0.38
Income from discontinued operations 0.61 0.29
------------ ------------
Net income $ 1.39 $ 0.67
============ ============
SUMMARY. Income from continuing operations was $26.1 million, or $0.78
per share, compared with $12.5 million, or $0.38 per share, for the first nine
months of 1997. Revenues from continuing operations for the first nine months of
1998 increased 65.9% to $620.2 million, up from $373.7 million for the first
nine months of 1997. The improvement reflected an internal growth rate of 33.3%,
as well as the effects of acquisitions made after September 30, 1997. During the
first nine months of 1998, the Company acquired 12 businesses.
Gross margin for the first nine months of 1998 was 33.0% compared with
28.5% for the first nine months of 1997. The expansion in gross margin reflected
the favorable shift in mix toward higher-margin services and overall improvement
in margins in each service line.
EBITDA increased 109.0% to $69.1 million, up from $33.0 million for the
first nine months of 1997. EBITDA margin for the first nine months of 1998 was
11.1% compared with 8.8% for 1997. Operating income from continuing operations
increased 105.7% to $56.6 million, up from $27.5 million for the first nine
months of 1997. The operating margin for the first nine months of 1998 was 9.1%
compared with 7.4% for the first nine months of 1997. The higher margins
reflected the favorable business mix shift and higher gross margins for each
service line, partially offset by personnel additions and investments in
infrastructure to support the growth of the Company.
OPERATING COSTS AND EXPENSES. SG&A expenses for the first nine months
of 1998 totaled $136.3 million, compared with $73.0 million for the first nine
months of 1997. 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 and (iv) higher expenses at the corporate level to
support growth.
Depreciation totaled $5.0 million and $2.3 million for the first nine
months of 1998 and 1997, respectively. The increase primarily related to the
fixed assets of the businesses acquired and, to a lesser extent, capital
expenditures. Amortization totaled $6.7 million and $3.6 million for the first
nine months of 1998 and 1997, respectively, which primarily related to
amortization of intangible assets of the acquired businesses.
13
14
NON-OPERATING COSTS AND EXPENSES. Interest expense totaled $15.2
million and $8.8 million for the first nine months of 1998 and 1997,
respectively. The increase primarily related to borrowings for acquisitions.
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 $12.3 million and $5.7 million for
the nine months ended September 30, 1998 and 1997, respectively.
PROVISION FOR INCOME TAXES. The provision for income taxes from
continuing operations for the first nine months of 1998 was $18.9 million,
compared with $9.0 million for the first nine months of 1997. The Company's
effective tax rate of 42.0% includes the effects of state income taxes and the
portion of goodwill amortization not deductible for federal income tax purposes.
INCOME FROM CONTINUING OPERATIONS. Due to the factors described above,
income from continuing operations for the first nine months of 1998 was $26.1
million (4.2% of revenues) compared with $12.5 million (3.3% of revenues) for
the first nine months of 1997.
INCOME FROM DISCONTINUED OPERATIONS. Income from discontinued
operations, net of applicable income taxes, for the first nine months of 1998
was $22.7 million. Included in income from discontinued operations for the first
nine months of 1998 was the estimated after-tax gain of $19.3 million related to
the sale of the staffing services business.
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 first nine months of 1998, the Company made cash payments
for acquisitions of $157.3 million. These payments were comprised of (i) $132.2
million paid to sellers of businesses acquired in 1998 and (ii) $25.1 million of
post-closing consideration ("Earnouts") paid to sellers based on the
post-acquisition increase in earnings before interest and taxes ("EBIT"), as
defined. Remaining Earnouts on businesses acquired to date are capped at $249.9
million and, based on current growth rates and operating trends, the Company
estimates that actual Earnout payments will approximate $145.6 million over the
next two years. These Earnouts, which are based on the increase in EBIT in 1998
and 1999 over EBIT of the preceding year, generally will be paid in the quarter
following the measurement period. No material Earnouts remain to be paid during
1998.
Capital expenditures totaled $23.6 million and $24.9 million for the
nine months ended September 30, 1998 and 1997, respectively. The majority of
these expenditures related to (i) the development of an integrated front and
back office information system for the staffing services business, which was
included with the sale of that business, (ii) the roll-out of proprietary
software to the staffing services branches and (iii) furniture, fixtures and
equipment related to business expansion.
The Company is in the process of installing a common back office
system for all of its business units, as well as enhancing and replacing the
existing front office systems. The estimated cost ranges from $20 million to
$25 million. The new back office system is expected to be operational in
mid-1999 and most of the business units will be transitioned to the new system
by the end of 1999. The Company expects to fund future capital expenditures
primarily out of cash flows from operations and with borrowings under its Senior
Credit Agreement.
The Company had working capital of $116.2 million and $82.4 million at
September 30, 1998 and December 31, 1997, respectively. The Company had cash and
cash equivalents of $60.5 million and $6.9 million at September 30, 1998, and
December 31, 1997, 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. Generally, the Company pays its
consultants semi-monthly and receives payments from customers within 30 to 80
days from the date of invoice. Cash flows provided by (used in) operating
activities were $23.0 million and $(11.2) million for the nine months ended
September 30, 1998 and 1997, respectively.
14
15
Under terms of the Company's Senior Credit Agreement, the Company may
borrow under its revolving credit facility the lesser of $335 million or 3.5
times Pro Forma Adjusted EBITDA (earnings before interest, income taxes,
depreciation and amortization of all acquired companies 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.
The Senior Credit Agreement contains 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, 1998, the Company had no outstanding borrowings under the Senior
Credit Agreement and remaining availability (after deducting outstanding letters
of credit of $1.8 million) of $333.2 million.
On August 15, 1997, the Company sold $230 million of 2.94% convertible
subordinated notes due 2004. The notes were issued at an original price of
83.991% of the principal amount at maturity. The notes are convertible into
common stock of the Company at a conversion rate of 23.7397 shares per $1,000
note. The notes are redeemable by the Company, in whole or in part, after August
18, 2000, at a redemption price equal to the original price of the note plus
accrued original issue discount. At September 30, 1998, the carrying value of
the notes was $193.4 million.
On June 24, 1997, the Company entered into a three-year interest rate
swap agreement to reduce a portion of its interest rate exposure on borrowings
under its Senior Credit Agreement. Under terms of this agreement, the Company
will pay the counterparty 6.05% on notional principal of $25.0 million and the
counterparty will pay the Company interest at a variable rate based on LIBOR.
On August 28, 1998, the Company's board of directors approved a plan
for the Company to repurchase up to 2.0 million shares of its common stock. As
of September 30, 1998, the Company had repurchased 110,000 shares at an average
price of $23.40 per share. Upon repurchase, the shares were retired.
The Company is currently updating some of its computer software and
hardware to improve the timeliness and quality of its business information
systems. A byproduct of these improvements includes the selection of year 2000
compliant software in certain operating subsidiaries that are not year 2000
compliant today. Implementation has begun with anticipated completion dates
targeted for mid-1999. The Company does not expect to incur significant
incremental expenses related to year 2000 compliance.
The Company plans to complete its assessment of key vendors, customers
and other third parties by the end of first quarter of 1999 to assess the
impact, if any, on the Company's business operations. The Company does not
expect year 2000 issues to have a material adverse effect on the Company's
operations or financial results.
The Company anticipates that it will complete its year 2000 remediation
efforts in mid-1999. The Company believes it is taking adequate and reasonable
steps to ensure that any material interruptions in business operations do not
occur as a result of the year 2000 conversion. However, there can be no
assurances that the Company's plans, or the plans of its third party vendors,
will completely identify and correct all potential year 2000 issues or that the
Company's financial condition or results of operations will not be adversely
affected by any such failure to identify or rectify those issues.
The Company's acquisition program will require significant additional
capital resources. The Company intends to seek additional capital as necessary
to fund such acquisitions through one or more funding sources that may include
borrowings under the Senior Credit Agreement or the issuance of equity
securities. Cash flows from operations, to the extent available, may also be
used to fund acquisitions. 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.
15
16
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.
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, 1997.
16
17
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
10 Stock Purchase Agreement dated June 8, 1998 among
the Company and The Corporate Services Group PLC
(incorporated by reference from Exhibit No. 2 to
the Company's Current Report on Form 8-K dated
July 8, 1998, file number 0-26970).
27 Financial Data Schedule
(b) REPORTS ON FORM 8-K
A Form 8-K Current Report dated July 8, 1998, was
filed with the Securities and Exchange Commission
reporting the sale by the Company of all of the
outstanding shares of stock of the CORESTAFF Services
Group, its staffing services business, to The
Corporate Services Group PLC.
A Form 8-K Current Report dated August 28, 1998, was
filed with the Securities and Exchange Commission
reporting the Company's announcement that the Board
of Directors had authorized a share repurchase
program of up to 2.0 million shares of its common
stock.
17
18
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 11, 1998 By: /s/ EDWARD L. PIERCE
---------------------------------------
Edward L. Pierce
Senior Vice President, Chief Financial
Officer and Assistant Secretary
(Duly Authorized Officer and Principal
Financial Officer)
18
19
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------ -------------------
10 Stock Purchase Agreement dated June 8, 1998 among the Company
and The Corporate Services Group PLC (incorporated by reference
from Exhibit No. 2 to the Company's Current Report on Form 8-K
dated July 8, 1998, file number 0-26970).
27 Financial Data Schedule