UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended December 31, 1999
[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File Number 000-21755
iGATE CAPITAL CORPORATION
(formerly Mastech Corporation)
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 25-1802235
------------ ----------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1004 McKee Road
Oakdale, Pennsylvania 15071
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (412) 787-2100
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock,
$.01 par value
Indicate by check mark whether the registrant (1) has filed all reports 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 [ ]
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of February 29, 1999 (based on the closing price of such stock as
reported by NASDAQ on such date) was $1,679,040,497.
The number of shares of the registrant's Common Stock, par value $.01 per share,
outstanding as of February 29, 1999 was 50,688,015 shares.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in a definitive proxy or information
statements incorporated by reference in Part III of this form 10-K or any
amendment to this form 10-K [ ]
Documents Incorporated By Reference
-----------------------------------
Portions of the Corporation's Proxy Statement, prepared for the Annual Meeting
of Shareholders scheduled for May 30, 2000, to be filed with the Commission are
incorporated by reference into Part III of this report.
iGATE CAPITAL CORPORATION
1999 FORM 10-K
Table of Contents
Page
----
PART I
ITEM 1. BUSINESS................................................. 3
ITEM 2. PROPERTIES............................................... 16
ITEM 3. LEGAL PROCEEDINGS........................................ 16
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...... 16
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS...................................... 17
ITEM 6. SELECTED FINANCIAL DATA.................................. 18
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.................... 19
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK............................................ 24
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.............. 24
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.................... 46
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT........... 47
ITEM 11. EXECUTIVE COMPENSATION................................... 47
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT......................................... 47
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS........................................... 47
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K.................................... 48
PART I.
ITEM 1. Business
Overview
This Annual Report on Form 10-K ("Form 10-K") contains statements that are not
historical facts and that constitute "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. These
statements can be identified by the use of words such as "believes," "expects,"
"may," "will," "should," "intends," "continue," "anticipates" or by similar
expressions, and can also be found in discussions of our strategy and or plans.
Among other forward-looking statements, the information related to our recently
announced reorganization, name change and change of strategy, including
statements contained in "Management's Discussion and Analysis of Financial
Condition and Results of Operations" is forward-looking. Such forward-looking
information involves important risks and uncertainties that would cause our
actual results to differ materially from those expressed in any forward-looking
statements. While we cannot predict all of these risks and uncertainties,
important risk factors that could cause actual results to differ materially from
our current beliefs and expectations are discussed in the section of this Form
10-K entitled "Risk Factors."
iGate Capital Corporation, formerly named Mastech Corporation, was incorporated
in the Commonwealth of Pennsylvania on November 12, 1996 and, through operating
subsidiaries, is a worldwide provider of information technology ("IT") services
and electronic commerce services ("eServices") to large and medium-sized
organizations. From inception and throughout 1999, we conducted the majority of
our business through our wholly owned subsidiary Mastech Systems Corporation, a
Pennsylvania corporation that was formed in July 1986.
We provide our clients with a single source for a broad range of IT applications
solutions and services and eServices, including: client/server design and
development, conversion/migration services, ERP package implementation services,
electronic business systems and applications maintenance outsourcing. These
services are provided in a variety of computing environments and use leading
technologies, including client/server architecture, object oriented programming
languages and tools, distributed database management systems and the latest
networking and communications technologies.
In March 2000, we announced an internal reorganization in which we changed our
name to iGate Capital Corporation and we transferred substantially all of the
assets of Mastech Systems Corporation to subsidiary operating companies. We
believe that this reorganization will enhance our ability to identify and
penetrate emerging IT and eServices markets quickly and effectively. The
reorganization represents an initial step in our strategy to significantly
expand our portfolio of services through (i) internal creation of new service
offerings (ii) the development of our existing service offerings and (iii)
acquisition of, or strategic investment in, new eServices businesses.
In March 2000 we announced that our subsidiary Mascot Systems Ltd. ("Mascot")
has filed a draft prospectus with the Securities and Exchange Board of India in
order to effect an initial public offering of 10% of its equity shares.
Reportable Financial Segments
In the fourth quarter of 1999, we began to manage our business and strategic
objectives in new ways. Our new approach, which was the impetus for the internal
reorganization described above, led us to revise our reportable operating
segments. Previously we had three reportable segments: U.S. Client Services;
High Value Services; and International Client Services. Our new segments are
"Staffing" and "Solutions." Our Staffing segment corresponds to the segment that
used to be called U.S. Client Services, with the addition of relevant portions
of the former International Client Services segment. Our Solutions segment
corresponds to the segment that used to be called High Value Services, with the
addition of relevant portions of the former International Client Services
segment. For information about each segment's revenues, expenses and income, see
Item 7 - "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and Note 12 to our consolidated financial statements for
the year ended December 31, 1999 included elsewhere in this Form 10-K.
Services
Solutions Division
The Solutions division develops, manages and staffs IT and eServices projects
for its clients. The Solutions division employs highly skilled IT and eServices
professionals trained in ERP implementation, network services, eCommerce
consulting, data mining and warehousing, with additional focuses on web design
and integration with vendors and clients. The majority of Solutions projects
are coordinated by project managers who work directly with end user clients to
develop IT and eServices projects to meet client needs. The Solutions division
benefits from affiliations with a number of software companies, ranging from ERP
to supply-chain and client-interaction vendors, and from Mascot's offshore
software development centers in Bangalore, Pune and Chennai, India, which are
connected via secure, high speed satellite links to the Company's headquarters
and directly to the client sites. Following is a brief description of the
principal subsidiaries that comprise the Solutions Division:
Subsidiary/Company Business Description Percentage
www.igatecapital.com Owned by iGate
- ------------------------------------------------------------------------------
Emplifi, Inc. Enterprise Web Integration 100%
www.emplifi.com
- ------------------------------------------------------------------------------
Mascot Systems Ltd. Web-Focused Offshore Services 100%
www.mascotsystems.com
- ------------------------------------------------------------------------------
ENS, Inc. Specialized Network Consulting 100%
www.entnetsolutions.com
- ------------------------------------------------------------------------------
igate Europe, Inc. Web Integration Services for the 100%
European Marketplace
- ------------------------------------------------------------------------------
Chen & McGinley, Inc. Consulting and Application 100%
www.chen-mcginley.com Solutions
- ------------------------------------------------------------------------------
eJiva, Inc. Customer Care Solutions/
www.ejiva.com Internet Trading Solutions 97%
- ------------------------------------------------------------------------------
Ex-tra-Net, Inc. e-Vendor Management 89%
www.ex-tra-net.com
- ------------------------------------------------------------------------------
Innovative Resource Group, Inc. Business Intelligence Data
www.irgcorp.com Management 75%
- ------------------------------------------------------------------------------
Mascot provides many of the services it offers through its offshore software
development centers in Bangalore, Pune and Chennai, India. Offshore software
development offers clients certain advantages as compared to domestic
development, including: (i) significant cost savings; (ii) faster delivery, as
larger teams can be deployed; (iii) virtual 24-hour project schedules, due to
the time difference between North America and India; and (iv) improved access to
a large pool of IT and eServices professionals. Mascot has filed a draft
prospectus with the Securities and Exchange Board of India in order to effect an
initial public offering in India of 10% of its equity shares.
Services offered and methods and tools used by the Solutions division are listed
below:
METHODS/TOOLS SERVICES
------------- --------
Client/Server Design and Development
. Languages: C/C++, Visual Basic, Java . Project management
. Tools: Powerbuilder, Gupta, Developer/2000, . Requirements analysis and definition
METHODS/TOOLS SERVICES
------------- --------
Lotus Notes . Evaluation and selection of applications packages
. DBMS/4GLs: Oracle, Informix, Sybase, Unify, SQLServer . Prototyping and re-use
. Data modeling, data warehousing
. GUI: Windows, Motif, X-Windows, OpenLook . Applications systems design and development
. CASE Tools: Oracle*CASE, IEF, Bachman . Database design and administration
. Systems development and implementation
. Technology education and training
Conversion/Migration
. SmartAPPS Methodology and Automated . Project management
Conversion Tools . Automated tools development
. User interface conversion
. Code conversion and testing
. Control language conversion
. Data migration
. Cutover and implementation
ERP Package Implementation
. Oracle Applications . Project planning
. PeopleSoft . Customization
. SAP R/3 . Integration
. Siebel . Migration
. J.D. Edwards . Database design and administration
. Systems support
. Training
. Intranet/Extranet design and implementation
E-Business Solutions
. SmartAPPS Net . Intranet/Extranet design and implementation
. Languages: Java, Javascript, HTML, C++, CGI . Consulting services
. Tools: NetDynamics, ColdFusion, Net.Commerce, MS . Enterprise Java application development and
interdevelopment deployment
. DBMS/4GLs: Oracle, Sybase, Progress, Informix, SQL . Web-enablement of databases and legacy systems
Server
. Methodologies: UML for Java,
. JavaBeans Component Framework
for Enterprise Java component development
Affiliations
. Kronos . Labor management solutions
. Dredsner RCM Global Investor . Applications management for institutional asset
managers
. IBM . Web Integrator Initiative
. Commerce One . eProcurement/eCommerce
METHODS/TOOLS SERVICES
------------- --------
. Clarify . Customer relationship management
. Broadvision . One-to-one internet based applications
. Interwoven . Content management
. i2 . Supply chain management
. Entigo . Order management systems
. E-transport . Global cargo shipping management
. Siebel . Customer relationship management
METHODS/TOOLS SERVICES
------------- --------
Business Intelligence
. Oracle . Data Mining
. SAP . Data Warehousing
. Peoplesoft . Application integration
. J.D. Edwards . Customer relationship management
Enterprise Application Integration
. TipCo . Systems interfacing
. Broadvision . Implementation of middleware
. CrossWorld
. BEA
Systems Performance and Management
. Tivoli . Customization
. HP Openview . Statistical monitoring and trending
. CA Unicenter TNG . Alignment of client's goals and objectives with
networking systems
. Security best practices
. Penetration testing of client network
Other Services and Service Providers
. VCampus . Web-based learning and education outsourcing
through applications.
. iProcess . Web-based outsourcing of accounting and
transaction services.
. Symphoni Interactive . Web-based media and marketing services
. Air2Web . Wireless web-based infrastructure services to aid
businesses to deliver applications on wireless
devices.
We provide our services in a variety of computing environments and use leading
technologies including client/server architecture, object-oriented programming
languages and tools, distributed database management systems, groupware and the
latest networking and communications technologies. In addition, Mascot has
developed and employs proprietary "SmartAPPS" methodologies and tools that
enhance the productivity of many of its services.
Staffing Division
Our Staffing division provides the services of IT professionals to assist in the
completion of client-managed projects. All professionals within the Staffing
division take direction from the clients for the duration of each project, and
do not undertake to manage projects. The Staffing division focuses on
developing national and global relationships with major system integrators such
as IBM, KPMG, Ernst & Young and Oracle and assists these integrators in meeting
their clients' needs by providing technical expertise and complimentary
capabilities. The Staffing division recognizes substantially all of its
revenues on a time-and-materials basis as services are performed.
Services offered by the Staffing division are described below:
Applications Maintenance Outsourcing
. SmartAPPS Maintain
Methodology and Tools . Baseline assessment and service level
definition
. Process enhancements
. Modifications/enhancements to functionality
. Interfaces and integration with new systems
. Configuration management
. Documentation and standardization
. Applications productivity improvement
. Trouble-shooting and problem resolution
. 24-hours, 7-days per week emergency support
Our staffing division also provides many of the services described under the
headings Client Server Design, and Development and Conversion Migration in the
summary of services provided by our solutions division, but does not provide
project management.
iGate Ventures
In February 2000, we formed iGate Ventures I, L.P., a venture fund (the
"Fund"), which invests in eServices companies and other companies that can
leverage the resources of other iGate companies. iGate funds 100% of the cost of
operating the fund and 100% of the costs of each of its investments. We are
entitled to a preferred return on our investments in the Fund plus 80% of the
net capital gains of the Fund. Currently, the Fund has strategic investments in
four companies that are listed below:
Investment Business Description Percentage Owned
- --------------------------------------------------------------------------------
Vcampus Web-based education services 19.9%
www.vcampus.com
- --------------------------------------------------------------------------------
Brainbench Web-based professional certification 5.0%
www.brainbench.com
- --------------------------------------------------------------------------------
Versata e-Business Application Software (less than) 1.0%
www.versata.com
- --------------------------------------------------------------------------------
moses.com Web-based investment management (less than) 1.0%
www.moses.com services
- --------------------------------------------------------------------------------
The Fund accounts for its investment in Versata as an available for sale
security under appropriate guidelines. The investment is marked to market on a
monthly basis.
The Fund recognizes its proportionate share of income or loss in its VCampus
investment under the equity method of accounting. The Fund accounts for its
investments in Brainbench and moses.com at cost.
Acquisition of Equity in Partner Companies
We also purchase equity in eServices companies. These investments range in
participation from 25% to 50% and in each case we have Board representation.
These investments are accounted for under the equity method of accounting.
Currently, the Company has three investments that are listed below:
Investment Business Description Percentage
Owned
- ---------------------------------------------------------------------------
Symphoni Web-based media and
www.symphoni.com marketing services 50%
- ---------------------------------------------------------------------------
iProcess Web-based business process
outsourcing 50%
- ---------------------------------------------------------------------------
Air2Web Wireless applications
www.air2web.com service provider 25%
- ---------------------------------------------------------------------------
All of our ownership positions set forth in the charts in this Item 1 have been
calculated based on the issued and outstanding common stock of each
company/entity, assuming the issuance of common stock on the conversion or
exercise of preferred stock and convertible notes, but excluding the effect of
unexercised options and warrants.
CLIENTS
We currently provide services to over 1,000 clients worldwide in a diverse range
of industries. Substantially all of our clients are large and medium-sized
organizations. A significant number of our clients have engaged us for follow-
on projects. We are a preferred vendor of IT staffing services and eServices
for several large organizations, including Associates Bancorp, Bank of America,
and IBM Year 2000 Global Services. As a preferred vendor, we are one of a
limited number of providers of IT staffing service and eServices to these
organizations, enabling us to sell our services more effectively. We are
aggressively pursuing additional preferred vendor arrangements in order to
obtain new or additional business from large and medium-sized organizations.
These preferred vendor contracts
generally result in lower margins due to negotiated discounts, but are expected
to generate higher revenues with lower selling costs.
Organizations to which we have provided, or are providing, services include:
Consumer Products Manufacturing Telecommunications Transportation
- ----------------- ------------- ------------------ --------------
Philip Morris Ford Motor AirTouch Carnival Cruise Lines
Electrolux GE Ameritech Royal Caribbean
Wal-Mart Hitachi AT&T Union Pacific
Circuit City Intel Sprint J. B. Hunt
K-Mart U.S. Cellular AIC CSX
Kellogg Motorola Cummins Engine
Gateway America Online
Financial Integrators
Health Care Services & Vendors
- ----------- --------- -----------
Blue Cross/Blue Shield Bank of America Cap Gemini
Kaiser Foundation Health Citibank EDS
Merck The Hartford KPMG
Dendrite NationsBank IBM
Firemen's Fund Oracle
Sabre Group
Unisys
During the year ended December 31, 1999, approximately 22% of our revenues were
derived from our top five clients: GE, IBM, AT&T, Bank of America and EDS.
COMPETITION
The IT services and eServices industries are highly competitive and served by
numerous national, regional and local firms, all of which are either existing or
potential competitors. Primary competitors include participants from a variety
of market segments, including "Big Five" accounting firms, systems consulting
and implementation firms, applications software firms, service groups of
computer equipment companies, general management consulting firms, programming
companies and temporary staffing firms. Many of these competitors have
substantially greater financial, technical and marketing resources and greater
name recognition than iGate. In addition, there is a risk that clients may
elect to increase their internal IT and eServices resources to satisfy their
applications solutions needs. We believe that the principal competitive factors
in the IT services and eServices markets include the range of services offered,
technical expertise, responsiveness to client needs, speed in delivery of IT and
eServices solutions, quality of service and perceived value. We believe that we
compete favorably with respect to these factors. In addition to facing
competition for clients, we will also face competition from other capital
providers (including publicly traded Internet companies, venture capital
companies and large corporations) as we seek to strategically acquire and invest
in new eServices companies and businesses. Competition for acquisition
candidates, as well as for clients and strategic relationships, may also develop
among the iGate companies or between iGate Capital Corporation on the one hand
and one or more of our operating subsidiaries and other companies in which we
have equity investments on the other.
Intellectual Property Rights
We rely upon a combination of nondisclosure and other contractual arrangements
and trade secret, copyright and trademark laws to protect our proprietary rights
and the proprietary rights of third parties from whom we license intellectual
property. We enter into confidentiality agreements with our employees and limit
the distribution of proprietary information. There can be no assurance that the
steps we take in this regard will be adequate to deter misappropriation of
proprietary information or that we will be able to detect unauthorized use and
take appropriate steps to enforce our intellectual property rights.
Software that we develop in connection with a client engagement is typically
assigned to the client. In limited situations, we may retain ownership or
obtain a license from our client, which permits us or a third party to market
the software for the joint benefit of the client and iGate or for our sole
benefit.
Recent Developments
On March 16, 2000, we announced that we had acquired a 25% stake in Air2Web
based in Atlanta, Georgia. Air2Web develops Web applications that can be
transmitted to and from wireless phones.
On March 8, 2000, we announced that our subsidiary Mascot filed a draft
prospectus on February 25, 2000, with the Securities and Exchange Board of India
("SEBI"). Mascot plans to make an initial public offering of 10% of its equity
shares in April 2000. Ten percent of the equity shares will be reserved for a
stock option plan for Mascot employees.
On March 7, 2000 we announced a reorganization in which we changed our name to
iGate Capital Corporation and we transferred substantially all of Mastech
Systems Corporation to subsidiary operating companies. No financial
transactions were associated with this reorganization. iGate changed its
NASDAQ ticker symbol from "MAST" to "IGTE" effective March 7, 2000.
On March 3, 2000, we announced that we had acquired a 75% stake in Innovative
Resource Group, Inc. ("IRG") based in Pittsburgh, Pennsylvania. IRG is a
leading provider of high-value business intelligence solutions, which span the
information management, data mining and data warehousing fields.
Human Resources
Our success depends in large part on our ability to attract, develop, motivate
and retain highly skilled IT and eServices professionals. We have over 80 full-
time employees dedicated to recruiting IT and eServices professionals and
managing our human resources. We recruit in a number of countries, including
India, the United States, Canada, the United Kingdom, Singapore, Australia,
the Philippines, Russia, Bulgaria, Brazil, Pakistan, Nigeria, Ukraine, Sri
Lanka and South Africa. We advertise in leading newspapers and trade
magazines. In addition, our employees are a valuable recruiting tool and are
actively involved in referring new employees and screening candidates for new
positions. iGate uses a standardized global selection process which includes
interviews, tests and reference checks.
We use a proprietary system to manage the employees and candidates in our talent
pool. This system enables us to quickly identify appropriate personnel for
various client engagements. This database, which currently holds profiles on
several thousand IT and eServices professionals, catalogs individual technical
profiles and stores information pertaining to each individual's location,
availability, mobility and other factors.
We have a focused retention strategy that includes career planning, training,
benefits and an incentive plan. Our benefits package includes subsidized
health insurance, group life insurance, a long-term disability plan,
subsidized health club memberships and tuition reimbursement. We intend to
continue to use stock options as part of our recruitment and retention
strategy. We also have an extensive training infrastructure. We train
employees on a variety of platforms and help them transition from legacy to
advanced architecture skills by providing cross-platform training in new
technologies. We have implemented an intranet to allow our employees to access
our courseware and computer-based training modules via the Internet so that
the training is available to all employees worldwide at their individual
convenience and pace.
At December 31, 1999, iGate (including its operating subsidiaries) had
approximately 5,400 employees comprised of approximately 4,600 IT and eServices
professionals (including subcontractors) and approximately 800 individuals
working in sales, recruiting, general and administrative roles. As of December
31, 1999, approximately 35% of our worldwide workforce was working under H-1B
temporary work permits in the United States. We believe that our relationships
with our employees are good.
Risk Factors
Our New Business Model is Unproven
We have significantly reorganized our business, and there is no guarantee that
this reorganization will be successful. We have adopted this new business model
based on the belief that decentralizing our business among specialized operating
subsidiaries and other companies in which we have equity interests
(collectively, the "iGate Companies") will enable us to be more responsive to
the evolving IT and eServices markets. The success of our new business model
depends in part on the ability of the iGate Companies to work collaboratively,
share information and leverage their collective resources to optimize strategic
opportunities. We cannot be certain that this reorganization will improve our
performance, and it is possible that the reorganization will detract from our
performance. In addition, if we cannot convince potential strategic partners and
acquisitions of the value of our business model, our ability to acquire new
companies and businesses may be adversely affected and our strategy for
continued growth may not succeed.
Recruitment and Retention of IT and eServices Professionals
Our business involves the delivery of professional services and is labor-
intensive. Our success depends upon our ability to attract, develop, motivate
and retain highly skilled IT and eServices professionals and project managers,
who possess the technical skills and experience necessary to deliver our
services. Qualified IT and eServices professionals are in great demand
worldwide and are likely to remain a limited resource for the foreseeable
future. There can be no assurance that qualified IT and eServices professionals
will continue to be available to us in sufficient numbers, or that we will be
successful in retaining current or future employees. Failure to attract or
retain qualified IT and eServices professionals in sufficient numbers could have
a material adverse effect on our business, operating results and financial
condition. Historically, we have done most of our recruiting outside of the
countries where the client work is performed. Accordingly, any perception among
our IT and eServices professionals, whether or not well founded, that our
ability to assist them in obtaining temporary work visas and permanent residency
status has been diminished, could lead to significant employee attrition. [See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations-Overview."]
Government Regulation of Immigration
We recruit IT and eServices professionals on a global basis and, therefore, must
comply with the immigration laws in the countries in which we operate,
particularly the United States. As of December 31, 1999, approximately 35% of
our worldwide workforce were working under H-1B temporary work permits in the
United States. Statutory law limits the number of new H-1B petitions that
may be approved in a fiscal year. On October 22, 1998, the "American
Competitiveness and Workforce Improvement Act" was signed into law. The H-1B
annual quota for fiscal year 1999 was increased from 65,000 to 115,000. The
quota for fiscal years 2000 and 2001 will be 115,000 and 107,500 respectively.
Congress is currently debating proposals to further increase the annual H-1B
quota. If we are unable to obtain H-1B visas for our employees in sufficient
quantities or at a sufficient rate for a significant period of time, our
business, operating results and financial condition could be adversely affected.
Variability of Quarterly Operating Results
The revenues and operating results of many of the iGate Companies are subject to
significant variation from quarter to quarter depending on a number of factors,
including the timing and number of client projects commenced and completed
during the quarter, the number of working days in a quarter, employee hiring,
attrition and utilization rates and the mix of time-and-materials projects
versus fixed-price projects during the quarter. Certain of the iGate Companies
recognize revenues on time-and-materials projects as the services are performed,
while revenues on fixed-price projects are recognized using the percentage of
completion method. Although fixed-price projects have not contributed
significantly to revenues and profitability to date, operating results may be
adversely affected in the future by cost overruns on fixed-price projects.
Because a high percentage of the expenses of many of the iGate Companies are
relatively fixed, variations in revenues may cause significant variations in
operating results. Additionally, the iGate Companies periodically incur cost
increases due to both the hiring of new employees and strategic investments in
infrastructure in anticipation of future opportunities for revenue growth.
Increasing Significance of Non-U.S. Operations and Risks of International
Operations
Our international consulting and offshore software development depend greatly
upon business, immigration and technology transfer laws in those countries, and
upon the continued development of technology infrastructure. There can be no
assurance that our international operations will be profitable or support our
growth strategy. The risks inherent in our international business activities
include:
. unexpected changes in regulatory environments;
. foreign currency fluctuations;
. tariffs and other trade barriers;
. difficulties in managing international operations; and
. potential foreign tax consequences, including repatriation of earnings and
the burden of complying with a wide variety of foreign laws and regulations.
Our failure to manage growth, attract and retain personnel, manage major
development efforts, profitably deliver services, or a significant interruption
of our ability to transmit data via satellite, could have a material adverse
impact on our ability to successfully maintain and develop our international
operations and could have a material adverse effect on our business, operating
results and financial condition.
Exposure to Regulatory and General Economic Conditions in India
Our Subsidiary Mascot utilizes an offshore software development center based in
Bangalore with additional offices in Pune and Chennai, India. Mascot also
operates recruiting and training centers in India. The Indian government exerts
significant influence over its economy. In the recent past, the Indian
government has provided significant tax incentives and relaxed certain
regulatory restrictions in order to encourage foreign investment in certain
sectors of the economy, including the technology industry. Certain of these
benefits that directly affect us include, among others, tax holidays (temporary
exemptions from taxation on operating income), liberalized import and export
duties and preferential rules on foreign investment and repatriation. To be
eligible for certain of these tax benefits, we must continue to meet certain
conditions. A failure to meet such conditions in the future could result in the
cancellation of the benefits. There can be no assurance that such tax benefits
will be continued in the future at their current levels. Changes in the business
or regulatory climate of India could have a material adverse effect on our
business, operating results and financial condition.
Although wage costs in India are significantly lower than in the U.S. and
elsewhere for comparably skilled IT professionals, wages in India are increasing
at a faster rate than in the U.S. In the past, India has experienced
significant inflation and shortages of foreign exchange, and has been subject to
civil unrest and acts of terrorism. Changes in inflation, interest rates,
taxation or other social, political, economic or diplomatic developments
affecting India in the future could have a material adverse effect on our
business, operating results and financial condition.
Intense Competition in the IT Services and eServices Industries
The IT services and eServices industries are highly competitive and served by
numerous national, regional and local firms, all of which are either our
existing or potential competitors. Primary competitors include participants
from a variety of market segments, including "Big Five" accounting firms,
systems consulting and implementation firms, applications software firms,
service groups of computer equipment companies, general management consulting
firms, programming companies and temporary staffing firms. Many of these
competitors have substantially greater financial, technical and marketing
resources and greater name recognition than we have. There are relatively few
barriers to entry into our markets and we may face additional competition from
new entrants into our markets. In addition, there is a risk that clients may
elect to increase their internal resources to satisfy their applications
solutions and eServices needs. Further, the IT services industry is undergoing
consolidation, which may result in increasing pressure on margins. These
factors may limit our ability to increase prices commensurate with increases in
compensation. There can be no assurance that we will compete successfully with
existing or new competitors in the IT services and eServices markets.
iGate Companies May Compete with Each Other
iGate Companies may compete with each other for customers, talented employees
and strategic relationships. In addition, iGate Capital Corporation may compete
with the various iGate Companies for acquisition opportunities in the IT
services and eServices industries. Such competition may make it more difficult
or costly for iGate Capital Corporation or other iGate Companies to enter into
strategic relationships, negotiate acquisitions or conduct business.
Risks Related to Inability to Acquire Additional Businesses
An important component of our strategy for success is our plan to continue to
expand our operations through the acquisition of, or investment in, additional
businesses and companies. We may be unable to identify businesses that
complement our strategy for growth, and even if we succeed in identifying a
company with such a business, we may not be able to proceed to acquire the
company, its relevant business or an interest in the company for many reasons,
including:
. a failure to agree on the terms of the acquisition or investment;
. incompatibility between iGate Capital and the management of the company which
we wish to acquire or in which we wish to invest;
. competition from other potential acquirors (including publicly-traded
Internet companies, venture capital companies and large corporations, many of
which have greater financial resources and brand name recognition than we
do);
. a lack of capital to make the acquisition or investment; and
. the unwillingness of the company to partner with us.
If we are unable to continue acquiring and investing in attractive businesses,
our strategy for growth may not succeed.
Risks Related to Completed Acquisitions
There can be no assurance that we will be able to profitably manage additional
businesses or successfully integrate any acquired businesses without substantial
expenses, delays or other operational or financial problems. Further,
acquisitions may involve a number of special risks, including diversion of
management's attention, failure to retain key acquired personnel, unanticipated
events or circumstances and legal liabilities and amortization of acquired
intangible assets, some or all of which could have a material adverse effect on
our business, operating results and financial condition. Client satisfaction or
performance problems at a single acquired firm could have a material adverse
impact on our reputation as a whole. In addition, there can be no assurance
that acquired businesses, if any, will achieve anticipated revenues and
earnings. Our failure to manage our acquisition strategy successfully could have
a material adverse effect on our business, operating results and financial
condition.
Risks Associated with Capital Markets
We currently hold, and plan to increase holdings of, significant interests in
non-wholly owned companies and joint ventures. While we generally do not
anticipate selling such interests, if we were to divest all or part of them, we
might not receive maximum value for these positions. With respect to such
entities with publicly traded stock, we may be unable to sell our interest at
then-quoted market prices. Furthermore, for
those entities that do not have publicly traded stock, the realizable value of
our interest may ultimately prove to be lower than the carrying value currently
reflected in our consolidated financial statements.
Concentration of Revenues; Risk of Termination
We have in the past derived, and may in the future derive, a significant portion
of our revenues from a relatively limited number of clients. Our five largest
clients represented approximately 22%, 23% and 24% of revenues for the years
ended December 31, 1999, 1998 and 1997, respectively. EDS accounted for
approximately 11% of our revenues for each of the years ended December 31, 1998
and 1997. Most of our projects are terminable by the client without penalty.
An unanticipated termination of a major project could result in the loss of
substantial anticipated revenues and could require us to maintain or terminate a
significant number of unassigned IT professionals, resulting in a higher number
of unassigned IT professionals and/or significant termination expenses. The
loss of any significant client or project could have a material adverse effect
on our business, operating results and financial condition.
Rapid Technological Change; Dependence on New Solutions
The IT services and eServices industries are characterized by rapid
technological change, evolving industry standards, changing client preferences
and new product introductions. Our success will depend in part on our ability
to develop IT and eServices solutions that keep pace with industry developments.
There can be no assurance that we will be successful in addressing these
developments on a timely basis or that, if these developments are addressed, we
will be successful in the marketplace. In addition, there can be no assurance
that products or technologies developed by others will not render our services
noncompetitive or obsolete. Our failure to address these developments could
have a material adverse effect on our business, operating results and financial
condition.
A significant number of organizations are attempting to migrate business
applications from a mainframe environment to advanced technologies. As a
result, our ability to remain competitive will be dependent on several
factors, including our ability to help existing employees maintain or develop
mainframe skills and to train and hire employees with skills in advanced
technologies. Our failure to hire, train and retain employees with such skills
could have a material adverse impact on our business. Our ability to remain
competitive will also be dependent on our ability to design and implement, in
a timely and cost-effective manner, effective transition strategies for
clients moving from legacy systems to advanced architectures. Our failure to
design and implement such transition strategies in a timely and cost-effective
manner could have a material adverse effect on our business, operating results
and financial condition.
Dependence on Principals
Our success is highly dependent on the efforts and abilities of Sunil Wadhwani
and Ashok Trivedi, the Co-Chairman and Chief Executive Officer of iGate Capital
Corporation and the Co-Chairman and President of iGate Capital Corporation,
respectively. Although Messrs. Wadhwani and Trivedi have entered into employment
agreements containing noncompetition, nondisclosure and nonsolicitation
covenants, these contracts do not guarantee that they will continue their
employment with us or that such covenants will be enforceable. The loss of the
services of either of these key executives for any reason could have a material
adverse effect on our business, operating results and financial condition.
Risk of Preferred Vendor Contracts
We are party to several "preferred vendor" contracts and we are seeking
additional similar contracts in order to obtain new or additional business from
large or medium-sized clients. Clients enter into these contracts to reduce the
number of vendors and obtain better pricing in return for a potential increase
in the volume of business to the preferred vendor. While these contracts are
expected to generate higher volumes, they generally result in lower margins.
Although we attempt to lower costs to maintain margins, there can be no
assurance that we will be able to sustain margins on such contracts. In
addition, the failure to be designated a preferred vendor, or the loss of such
status, may preclude us from providing services to
existing or potential clients, except as a subcontractor, which could have a
material adverse effect on our business, operating results and financial
condition.
Risks Associated with Intellectual Property Rights
Our success depends in part upon certain methodologies and tools we use in
designing, developing and implementing applications systems and other
proprietary intellectual property rights. We rely upon a combination of
nondisclosure and other contractual arrangements and trade secret, copyright and
trademark laws to protect our proprietary rights and the proprietary rights of
third parties from whom we license intellectual property. We enter into
confidentiality agreements with our employees and limit distribution of
proprietary information. There can be no assurance that the steps we take in
this regard will be adequate to deter misappropriation of proprietary
information or that we will be able to detect unauthorized use and take
appropriate steps to enforce our intellectual property rights.
Although we believe that our services do not infringe on the intellectual
property rights of others and that we have all rights necessary to utilize the
intellectual property employed in our business, we are subject to the risk of
litigation alleging infringement of third-party intellectual property rights.
Any claims, whether or not meritorious, could:
. be expensive and time-consuming to defend;
. cause significant and material product shipment and installation delays;
. divert management's attention and resources; and/or
. require us to enter into royalty or licensing arrangements, which may not be
available on acceptable terms, or may not be available at all.
A successful claim of product infringement against us or our failure or
inability to license the infringed or similar technology could have a material
adverse effect on our business, financial condition and results of operations.
Fixed-Price Projects
We undertake certain projects billed on a fixed-price basis, which is
distinguishable from our principal method of billing on a time-and-materials
basis. Failure to complete such projects within budget would expose us to risks
associated with cost overruns, which could have a material adverse effect on our
business, operating results and financial condition.
Potential Liability to Clients
Many of our engagements involve projects that are critical to the operations of
our clients' businesses and provide benefits that may be difficult to quantify.
Although we attempt to contractually limit our liability for damages arising
from errors, mistakes, omissions or negligent acts in rendering our services,
there can be no assurance that our attempts to limit liability will be
successful. Our failure or inability to meet a clients' expectations in the
performance of our services could result in a material adverse change to the
client's operations and therefore could give rise to claims against us or damage
our reputation, adversely affecting our business, operating results and
financial condition.
ITEM 2. PROPERTIES
The Company leases 59,372 square feet of office space in the Pittsburgh suburb
of Oakdale, Pennsylvania which serves as its corporate headquarters. The
Company's senior management, administrative personnel, human resources and sales
and marketing functions are housed in this facility. This lease expires on May
31, 2001 and provides for two additional options to extend the lease for
consecutive five-year terms.
The Company also leases approximately 25,000 square feet of additional office
space located in a Pittsburgh suburb. The lease term for this property expires
March 31, 2004. The Company and its affiliates have sales offices in many IT
Services markets in the United States and around the world. These locations
allow the Company to respond quickly to the needs of its international clients
and to recruit qualified IT professionals in these markets.
Mascot Ltd. ("Mascot") currently leases approximately 103,000 square feet in the
Indian cities of Pune, Banaglore and Chennai. Mascot utilizes this office space
primarily for its offshore operations business and is currently in the process
of adding an additional 25,000 square feet to its Pune facility. Portions of the
leased office space is owned by the principal shareholders.
ITEM 3. LEGAL PROCEEDINGS
Neither the Company nor any of its subsidiaries is a party to any litigation
that is expected to have a material adverse effect on the Company or its
business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of shareholders during the fourth
quarter of 1999.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The Common Stock of the Company has been traded on the Nasdaq National Market
under the ticker symbol "MAST" from December 17, 1996 to March 6, 2000. On
March 7, 2000, the Company changed its ticker symbol to "IGTE". The following
table sets forth, for the periods indicated, the range of high and low closing
sale prices for iGATE Capital Corporation Common Stock as reported on the
Nasdaq National Market. The information provided below has been restated to
reflect the two-for-one stock split (record date was close of business on
Friday, March 27, 1998).
1999 High Low
- ---- ---- ---
First Quarter 29 1/8 11 9/16
Second Quarter 21 1/2 11 9/16
Third Quarter 20 5/8 12 3/16
Fourth Quarter 25 1/8 11 3/4
1998
- ----
First Quarter 29 1/2 15 15/16
Second Quarter 29 29/32 17 13/16
Third Quarter 29 1/8 20 1/4
Fourth Quarter 28 3/4 16 3/8
On February 29, 2000, the Company had 174 registered holders of record of the
Common Stock.
The Company intends to retain earnings to fund growth and the operation of its
business, and therefore has not declared dividends during 1999 and 1998.
Additionally, the Company does not anticipate paying any cash dividends in the
foreseeable future. Future cash dividends, if any, will be at the discretion of
the Company's Board of Directors and will depend upon, among other things, the
Company's future operations and earnings, capital requirements and surplus,
general financial condition, contractual restrictions and such other factors as
the Board of Directors may deem relevant. The Company's ability to pay dividends
is subject to the satisfaction of certain financial covenants contained in its
revolving credit facility with PNC Bank.
ITEM 6. SELECTED FINANCIAL DATA
Year ended December 31
----------------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
Income Statement Data (1):
Revenues $471,450 $401,371 $247,176 $165,682 $137,201
Gross Profit 153,805 130,581 74,902 44,629 39,218
Special items (2) 2,316 - - - -
Income from operations (3) 55,985 52,915 26,167 14,176 18,473
Other (income) expense, net (2,150) (3,312) (1,212) 331 169
Merger-related expenses (4) 1,727 3,212 - - -
Income before income taxes 56,408 53,015 27,379 13,845 18,304
Provision for income taxes (5) 20,197 20,459 11,231 4,136 -
-------------------------------------------------------------------------
Net income $ 36,211 $ 32,556 $ 16,148 $ 9,709 $ 18,304
=========================================================================
Net income per common
share, basic $ 0.72 $ 0.65 $ 0.35
==========================================
Net income per common
share, diluted $ 0.71 $ 0.64 $ 0.34
==========================================
Pro forma income taxes (5) 5,291 7,222
----------------------
Pro forma net income (5) $ 4,418 $ 11,082
======================
Pro forma basic and diluted
income per common share $0.11 $0.29
Weighted average common
shares outstanding (6) 50,280 50,100 46,346 40,289 38,130
=========================================================================
Weighted average common and
common equivalent shares
outstanding (6) 51,510 50,925 46,816 40,295 38,130
=========================================================================
Year ended December 31
----------------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
Balance Sheet Data (1):
Cash and cash equivalents $ 23,575 $ 35,493 $ 83,152 $ 46,566 $ 3,026
Investments 74,846 47,153 - - -
Working capital 158,879 130,111 111,813 49,670 14,068
Total assets 277,434 217,458 164,007 90,551 36,143
Long term debt 30,000 - - - -
Total shareholders' equity 184,162 158,535 120,630 50,691 14,613
(1) Amounts presented above have been restated to reflect the 1999 merger of
the Amber Group and the 1998 merger of Quantum which were both accounted
for under the pooling-of-interests method.
(2) We incurred $2.3 million of net special charges related to a winding down
of an existing relationship with a large integrator client offset by $1.8
million in favorable setlements of outstanding claims that had been
reserved. The charges related to the winding down of the relationship
consisted of salary, travel and relocation expenses associated with the
consultants who had been assigned to the client's various projects.
(3) Income from operations for the year ended December 31, 1996 reflects a non-
recurring charge of $875,000 incurred pursuant to an agreement with an
executive to pay, as compensation for past services, an amount equal to the
value of 109,200 shares of Common Stock at the initial public offering
price of $7.50 per share. We have reflected this payment along with
the applicable tax withholdings as a non-recurring charge. For the years
ended December 31, 1997 and 1998, income from operations reflect non-
recurring charges of $518,000 and $258,000, respectively, relating to the
amortization of deferred compensation for this same executive.
(4) We incurred merger-related costs related to the acquisition of
the Amber Group. We also incurred merger-related costs related to the
acquisition of Quantum and charged these costs to expense during the
second quarter of 1998.
(5) Our S-corporation status terminated on December 16, 1996 in connection with
our initial public offering of Common Stock, thereby subjecting our income
to federal and state taxes at the corporate level. Pro forma net income and
pro forma net income per share reflect federal and state taxes (assuming
an approximate 40% effective tax rate) as if we had been taxed as a
C-corporation for 1996 and 1995.
(6) In the fourth quarter of 1997, we adopted Statement of Financial
Accounting Standards No. 128, "Earnings per Share." Earnings per share for
the pro forma periods were not impacted by the adoption of this Statement.
See Note 10 of Notes to Consolidated Financial Statements for information
concerning the computation of basic and diluted earnings per common share.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Overview
iGate Capital Corporation, formerly named Mastech Corporation, was incorporated
in the Commonwealth of Pennsylvania on November 12, 1996 and, through operating
subsidiaries, is a worldwide provider of IT services and eServices to large and
medium-sized organizations. From inception and throughout 1999, we conducted
the majority of our business through our wholly owned subsidiary Mastech
Systems Corporation, a Pennsylvania corporation that was formed in July 1986.
We provide our clients with a single source for a broad range of IT applications
solutions and eServices, including: client/server design and development,
conversion/migration services, ERP package implementation services, electronic
business systems and applications maintenance outsourcing. These services are
provided in a variety of computing environments and use leading technologies,
including client/server architecture, object oriented programming languages and
tools, distributed database management systems and the latest networking and
communications technologies.
In March 2000, we announced an internal reorganization in which we changed our
name to iGate Capital Corporation and we transferred substantially all of the
assets of Mastech Systems Corproation to subsidiary operating companies. We
believe that this reorganization will enhance our ability to identify and
penetrate emerging IT and eServices markets quickly and effectively. The
reorganization represents an initial step in our strategy to significantly
expand our portfolio of services through (i) internal creation of new service
offerings, (ii) the development of our existing service offerings and (iii)
acquisition of, or strategic investment in, new eServices businesses.
Emplifi, eJiva, ENS and iGate Europe earn a substantial portion of their
revenues on a time-and-materials basis as services are performed. Mascot earns
revenue on a time-and-materials basis and on a percentage-of-completion basis,
based upon a fixed price. Ex-tra-Net recognizes revenues upon implementation
and client acceptance of an application and through monthly service fees, in
accordance with SOP 97-2 Software Revenue Recognition. IRG recognizes revenues
based upon services provided as dictated in client contracts. Air2Web is in the
startup phase of development.
All historical financial results have been restated to reflect the January 1999
acquisition of Amber Group in a business combination that was accounted for as a
pooling of interests.
Results of Operations
The following table sets forth, for the periods indicated, selected statements
of operations data as a percentage of revenues:
Year Ended December 31,
--------------------------------------------
1999 1998 1997
---- ---- ----
Revenues 100.0% 100.0% 100.0%
Cost of revenues 67.4 67.5 69.7
----- ----- -----
Gross profit 32.6 32.5 30.3
Selling, general and administrative 18.8 18.3 19.0
Depreciation and amortization 1.5 1.0 0.7
Special items 0.5 - -
----- ----- -----
Income from operations 11.9 13.2 10.6
Other (income) expense, net (0.5) (0.8) (0.5)
Merger-related expenses 0.4 0.8 -
----- ----- -----
Income before income taxes 12.0 13.2 11.1
----- ----- -----
Provision for income taxes 4.3 5.1 4.5
----- ----- -----
Net income 7.7% 8.1% 6.5%
===== ===== =====
Note: Percentages may not add or calculate due to rounding.
1999 Compared to 1998
Revenues. Our revenues increased 17.5% or $70.1 million to $471.5 million in
- --------
1999 from $401.4 million in 1998. Our overall client base increased to over
1,000 during 1999 from approximately 900 in 1998. Solutions division revenues
increased $91.6 million while Staffing division revenues decreased by $21.5
million. The increase in the revenues of the Solutions division can be
attributed to increased market penetration in the US, Europe and Japan, and the
expansion of web based service lines offered. The decrease in the Staffing
division reflects the reduction in the Company's business with a large
integrator client during 1999. The reduction in revenues in the Staffing
division was offset by the acquisition of Direct Resources Limited during 1999
that contributed $10.0 million to revenues.
Gross Profit. Gross profit consists of revenues less cost of revenues. Cost of
- ------------
revenues consists primarily of salaries and employee benefits for billable IT
and eServices professionals and the associated travel and relocation costs of
these professionals, as well as the cost of independent contractors. Gross
profit increased 17.8% to $153.8 million in 1999 from $130.6 million in 1998.
Solutions division gross profit as a percentage of revenues increased to 37.7%
in 1999 from 36.0% in 1998. The increase was mainly due to the division's
ability to manage business and projects more efficiently. The gross profit for
the Staffing division as a percentage of sales decreased to 25.8% in 1999 from
29.8% in 1998. This decrease was primarily due to lower demand for staffing
services in the marketplace.
Selling, General and Administrative Expenses. Selling, general and
- ----------------------------------------------
administrative expenses increased 20.2%, or $14.8 million, to $88.4 million in
1999 from $73.6 million in 1998. The increase in selling, general, and
administrative expenses was indicative of the growth in our worldwide operations
and the investment we made in building the necessary infrastructure to implement
our global marketing strategies. These costs include the development of
additional service offerings in the Solutions division, the expansion of our
global recruiting workforce, and the opening of four new international offices.
We continue to expand our offshore training and development centers. Selling,
general and administrative expenses as a percentage of revenues increased
slightly to 18.8% in 1999 from 18.3% in 1998.
Depreciation and Amortization. Depreciation and amortization increased 73.3%,
- ------------------------------
or $3.0 million, to $7.1 million in 1999 from $4.1 million in 1998, due to
increases in capital expenditures for expansion of our facilities and
amortization in connection with acquisitions.
Special Item. The Company incurred $2.3 million of net special charges related
- -------------
to a winding down of an existing relationship with a large integrator client
offset by $1.8 million in favorable settlements of outstanding claims that had
been reserved. The charges related to the winding down of the relationship
consisted of salary, travel and relocation expenses associated with the
consultants who had been assigned to the client's various projects.
Other (Income) Expense, Net. Other income was $2.2 million in 1999 compared to
- ---------------------------
$3.3 million in 1998. The decrease was a result of $851,000 in interest expense
related to a convertible debt instrument issued in 1999 to GE Capital Equity
Investments, Inc. ("GE Capital"), in addition to losses incurred by the
Company's joint ventures.
Merger-Related Expenses. The Company incurred $1.7 million and $3.2 million of
- -----------------------
merger-related costs and expenses in connection with Solutions division
acquisitions that occurred during 1999 and 1998, respectively. The expenses
were related to employee costs, office closures and legal and accounting in
connection with both acquisitions.
Income Taxes. Provision for income taxes was $20.2 million or an effective tax
- ------------
rate of 35.8% for the year ended December 31, 1999, as compared to $20.5 million
or an effective tax rate 38.5% for the year ended December 31, 1998. The
primary factors contributing to the reduction in the effective tax rate included
tax-exempt interest income generated by the Company's municipal bond portfolio
and the tax holiday for Mascot's operation in India.
1998 Compared to 1997
Revenues. Our revenues increased 62.4%, or $154.2 million, to $401.4 million
- ---------
in 1998 from $247.2 million in 1997. Our overall client base grew to over 900
during 1998 from approximately 600 in 1997. The Solutions and Staffing
divisions revenues increased $55.4 million and $98.8 million, respectively. The
increases in the Solutions and Staffing divisions can be attributed to
additional services provided to existing clients and continued market
penetration. The acquisition of the Amber Group added revenues of $10.5 million
and $6.7 million to the historical revenues reported by the Solutions division
in 1998 and 1997, respectively.
Gross Profit. Gross profit increased 74.3% to $130.6 million in 1998 from $75.0
- ------------
million in 1997. Solutions division gross profit as a percentage of revenues
increased to 35.9% in 1998 from 34.0% in 1997. Staffing division gross profit
as a percentage of revenues increased to 29.8% in 1998 from 26.5% in 1997. The
primary reason for the increase in gross profits as a percentage of revenues
was more profitable contracts in both the Solutions and Staffing divisions. The
number of IT professionals (including independent contractors) that we used
increased to over 4,800 at December 31, 1998 from approximately 3,500 as of
December 31, 1997.
Selling, General and Administrative Expenses. Selling, general and
- ---------------------------------------------
administrative expenses consist of costs associated with our sales and marketing
efforts, executive management, finance and human resource functions, facilities
and telecommunication costs and other general overhead expenses. Selling,
general and administrative expenses increased 56.4%, or $26.5 million, to $73.6
million in 1998 from $47.1 million in 1997. The increase in selling, general and
administrative expenses reflects our continued investment in infrastructure and
in the initiatives required to implement our marketing strategies. These costs
include the development of additional service offerings, the expansion of our
global recruiting capabilities, the opening of additional international offices,
the establishment of training centers and the continued expansion of our
offshore software development centers. As a percentage of revenues, selling,
general and administrative expenses remained relatively consistent at 18.3% and
19.0% for 1998 and 1997, respectively.
Depreciation and Amortization. Depreciation and amortization increased 143.3%,
- ------------------------------
or $2.4 million, to $4.1 million in 1998 from $1.7 million in 1997, due to
increases in capital expenditures due to expansion and amortization in
connection with acquisitions.
Other Income (Expense), Net. Other income was $3.3 million for 1998 compared
- ---------------------------
to other income of $1.2 million for 1997. The increase of $2.1 million in other
income was the result of increased interest income from higher levels of long-
term interest bearing funds.
Merger-Related Expenses. We incurred $3.2 million of merger-related costs and
- ------------------------
expenses in connection with the Quantum acquisition during the year ended
December 31, 1998.
Income Taxes. Provision for income taxes was $20.5 million, or an effective
- ------------
tax rate of 38.5% for the year ended December 31, 1998 compared to $11.2
million, or an effective tax rate of 41% for the year ended December 31, 1997.
The primary factors contributing to the reduction in the effective tax rate
included a reduction in state income taxes and foreign income taxes, tax-exempt
interest income generated by our municipal bond portfolio, and the tax holiday
for our Indian operations. These items were offset by the effect of non-
deductible one-time acquisition charges.
Liquidity and Capital Resources
We continued to generate sufficient cash flows from operations in 1999 to
sustain business growth, while strengthening our net working capital position.
At December 31, 1999, we had cash in the amount of $23.6 million and short-term
investments of $74.8 million, as compared to cash and short-term investments of
$35.4 million and $47.2 million at December 31, 1998. Short-term investments
consisted mainly of tax-exempt bonds for the years ended December 31, 1999 and
1998, respectively.
Net cash flows provided by operating activities were $35.2 million at December
31, 1999 as compared to $34.2 million at December 31, 1998. The slight increase
in net cash flows from operations was due to an increase in net income and
increases in accounts receivable and income taxes.
Our days sales outstanding ("DSO") at December 31, 1999 was 81 days compared to
70 at December 31, 1998. This increase was primarily due to delays caused by
integrating our accounting systems with the accounting systems of acquired
companies, and slower collections from several of our large clients.
Net cash flows used in investing activities were $67.3 million and $78.9
million at December 31, 1999 and 1998, respectively. We had net purchases of
short-term investments of $29.3 million and $47.3 million during the years
ended December 31, 1999 and 1998, respectively. During 1999 we reinvested all
proceeds related to the issuance of long-term debt.
We use combinations of available cash and portions of our short-term investment
portfolios for purchase acquisitions. During 1999, we acquired GRM, Direct
Resources and CMI and paid agreed upon contingent consideration related to
previous years' acquisitions. During 1998 the Company acquired IMIS and GFS.
The Company entered into two 50% owned joint ventures during the third quarter
of 1999. Both of these joint ventures are in the start-up phase of their
existence. Cash flows used related to the startup of the joint ventures totaled
$1.3 million for the year ended December 31, 1999.
Net cash flows provided by financing activities were $20.1 million at December
31, 1999, compared to net cash flows used by financing activities of $2.7
million at December 31, 1998. This change was mainly due to our issuance of
long-term debt to GE Capital, our acquisition of treasury shares, and the
exercise of employee stock options.
On July 22, 1999, we completed a private placement of a $30,000,000 Convertible
Promissory Note (the "Note") to GE Capital. The entire principal amount of the
Note matures on July 22, 2004. The Note accrues interest at the rate of 6.30%
per annum, payable semi-annually in arrears on the last day of each July and
January. The first interest payment was paid on January 31, 2000. The Note is
convertible at any time after July 22, 2003 through its maturity, at the option
of the holder, into shares of iGate common stock at an initial conversion price
of $21.64 per share in the event that certain performance targets are achieved.
We have a $75.0 million revolving credit facility with PNC Bank, National
Association ("the Credit Facility"). The Credit Facility bears an interest rate
equal to a base rate which shall be adjusted by a change in the Prime rate or
the Federal Funds Effective Rate or at the Company's option, at a rate equal to
the sum of the Euro rate plus an applicable Euro-rate margin. The Credit
Facility contains certain restrictive covenants and financial ratio
requirements, which would limit distributions to shareholders and additional
borrowings. There were no borrowings outstanding under this arrangement at
December 31, 1999 or December 31, 1998.
We do not believe that inflation had a signifiant impact on our results of
operations for the periods presented. On an ongoing basis, we attempt to
minimize any effects of inflation on our operating results by controlling
operating costs and, whenever possible, seeking to insure that billing rates
reflect increases in costs due to inflation.
We believe that we will be able to meet our liquidity and cash needs for the
next twelve months through a combination of ash flows from operating activities,
cash balances and unused borrowing capacities.
Our functional currency for financial reporting purposes is the US Dollar. We
generally invoice our clients and pay expenses in the local currency of the
country in which the client is located. Income statement translation gains and
losses arising from differences between the functional and local currencies are
recognized in the consolidated income statements and have not had a significant
impact on the results of operations. Balance sheet gains and losses as a result
of fluctuations in foreign currency exchange rates are recognized in
shareholders' equity as a component of comprehensive income. We continually
evaluate the economic conditions of each country in which it operates and bases
its foreign currency accounting policies on those assessments.
Recently Issued Accounting Standards
In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS No. 133"). The Statement establishes
accounting and reporting standards requiring that every derivative instrument
(including certain derivative instruments embedded in other contracts) be
recorded in the balance sheet as either an asset or liability measured at its
fair value. The Statement requires that changes in the derivative's fair value
be recognized currently in earnings unless specific hedge accounting criteria
are met. Special accounting for qualifying hedges allows a derivative's gains
and losses to offset related results on the hedged item in the income statement,
and requires that a company must formally document, designate, and assess the
effectiveness of transactions that receive hedge accounting. SFAS No. 133 was
originally effective for fiscal years beginning after June 15, 1999.
In June 1999, the FASB issued Statement of Financial Accounting Standards No.
137, "Accounting for Derivative Instruments and Hedging Activities--Deferral of
the Effective Date of FASB Statement No. 133" ("SFAS 137") delaying the
effective date of SFAS 133 for all fiscal quarters of all fiscal years beginning
after June 15, 2000. We have not yet quantified the impacts of adopting SFAS
No. 133 on our financial statements. We do not participate to a significant
extent in derivative contracts or in contracts that have derivative
instruments embedded within them; however, SFAS No. 133 may increase volatility
in earnings and other comprehensive income.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
On June 30, 1998, the Company entered into a foreign exchange contract with PNC
Bank, NA to hedge its foreign exchange exposure on certain intercompany debt.
This contract matured at each quarter henceforth and has been extended to mature
at March 31, 2000.
The outstanding contract is for the sale by the Company of 7 million Canadian
dollars at 1.448 (US $4,834,254). When the contract matures on March 31, 2000,
the Company expects to access the foreign exchange markets at the then
prevailing exchange rates to purchase 7 million Canadian dollars for delivery
to PNC Bank, NA. If the then prevailing exchange rate is lower than 1.448, the
Company will record a gain for the difference between the spot rate and 1.448
Conversely, if the spot rate is higher than 1.448, the Company will record a
loss equal to that difference. At December 31, 1999, the exchange rate was
1.444.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Financial Statements and Supplementary Data required by this item are filed
as part of this Form 10-K. See Index to Consolidated Financial Statements on
page 26 of this Form 10-K.
MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING
The accompanying consolidated financial statements of iGate Capital Corporation,
formerly Mastech Corporation, have been prepared by management, who is
responsible for their integrity and objectivity. The statements have been
prepared in conformity with generally accepted accounting principles and
necessarily include amounts based on management's best estimates and judgments.
Management has established and maintains a system of internal controls designed
to provide reasonable assurance that assets are safeguarded and that the
Company's financial records reflect authorized transactions of the Company. The
system of internal controls includes widely communicated statements of policies
and business practices that are designed to require all employees to maintain
high ethical standards in the conduct of Company affairs. The internal controls
are augmented by organizational arrangements that provide for appropriate
delegation of authority and division of responsibility.
The Company's consolidated financial statements have been audited by Arthur
Andersen LLP, independent public accountants, whose report thereon appears on
page 26 of this Form 10-K. As part of its audit of the Company's 1999
financial statements, Arthur Andersen LLP considered the Company's system of
internal controls to the extent it deemed necessary to determine the nature,
timing and extent of its audit tests. Management has made available to Arthur
Andersen LLP the Company's financial records and related data.
The Board of Directors pursues its responsibility for the Company's financial
reporting and accounting practices through its Audit Committee, a majority of
the members of which are independent directors. The Audit Committee's duties
include recommending to the Board of Directors the independent public
accountants to audit the Company's financial statements, reviewing the scope and
results of the independent public accountants activities and reporting the
results of the committee's activities to the Board of Directors. The
independent public accountants have met with the Audit Committee with and
without the presence of management representatives, to discuss the results of
their audit work and their comments on the adequacy of internal accounting
controls, and the quality of financial reporting. The independent public
accountants have direct access to the Audit Committee.
Sunil Wadhwani
Co-Chairman, Chief Executive Officer and Director
Bruce E. Haney
Managing Director, Chief Financial Officer
March 29, 2000
iGATE CAPITAL CORPORATION
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
----
Report of Independent Public Accountants......................... 27
Consolidated Balance Sheets as of December 31, 1999 and 1998..... 28
Consolidated Statements of Income for the years ended December
31, 1999, 1998 and 1997........................................ 29
Consolidated Statements of Shareholders' Equity for the years
ended December 31, 1999, 1998 and 1997......................... 30
Consolidated Statements of Cash Flows for the years ended
December 31, 1999, 1998 and 1997............................... 32
Notes to Consolidated Financial Statements....................... 33
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and Shareholders of iGate Capital Corporation:
We have audited the accompanying consolidated balance sheets of iGate Capital
Corporation and subsidiaries, formerly Mastech Corporation, (a Pennsylvania
Corporation) as of December 31, 1999 and 1998, and the related consolidated
statements of income, comprehensive income, shareholders' equity and cash flows
for each of the three years in the period ended December 31, 1999. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of iGate Capital Corporation and
subsidiaries, formerly Mastech Corporation, as of December 31, 1999 and 1998,
and the results of their operations and their cash flows for each of the three
years in the period ended December 31, 1999, in conformity with accounting
principles generally accepted in the United States.
ARTHUR ANDERSEN LLP
Pittsburgh, Pennsylvania
January 27, 2000
Except for Note #15, which is dated March 7, 2000
iGATE CAPITAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
December 31,
-------------------------------
1999 1998 (1)
-------- --------
ASSETS
Current assets:
Cash and cash equivalents $ 23,575 $ 35,493
Investments 74,846 47,153
Accounts receivable, net of allowance for
uncollectible accounts of $1,986 and $1,728, respectively 87,799 73,313
Unbilled receivables 6,828 12,261
Employee advances and related party advances 4,416 3,572
Prepaid and other assets 4,665 2,694
Prepaid income taxes 6,669 2,218
Deferred income taxes 1,676 2,312
-------- --------
Total current assets 210,474 179,016
Investments in joint ventures 790 -
Equipment and leasehold improvements, at cost:
Equipment 25,883 19,513
Leasehold improvements 4,815 3,630
-------- --------
30,698 23,143
Less-accumulated depreciation (10,438) (5,909)
-------- --------
Net equipment and leasehold improvements 20,260 17,234
-------- --------
Intangible assets, net 45,910 21,208
-------- --------
Total assets $277,434 $217,458
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable 10,186 8,523
Accrued payroll and related costs 30,876 29,367
Other accrued liabilities 10,167 10,292
Deferred revenue 366 723
-------- --------
Total current liabilities 51,595 48,905
Long-term debt 30,000 -
Other long term liabilities 5,370 4,563
Deferred income taxes 6,307 5,455
Shareholders' equity:
Preferred Stock, without par value: 20,000,000 shares
authorized, 1 share and 1 share of Series A Preferred
Stock issued and outstanding, respectively - -
Common Stock, par value $0.01 per share:
100,000,000 shares authorized, 50,506,141 and
50,236,080 shares issued, respectively 505 502
Additional paid-in capital 115,722 111,508
Retained earnings 83,307 47,096
Common Stock held in treasury, at cost, 813,500 shares (14,095) -
Accumulated other comprehensive income (1,277) (571)
-------- --------
Total shareholders' equity 184,162 158,535
-------- --------
Total liabilities and shareholders' equity $277,434 $217,458
======== ========
(1) Restated for pooling of interests transactions as discussed in Note 11.
The accompanying notes are an integral part of these consolidated financial
statements.
iGATE CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands, except per share data)
Year Ended December 31,
--------------------------------------------------------------
1999 1998 (1) 1997 (1)
--------------- ----------------- ----------------
Revenues $471,450 $401,371 $247,176
Cost of revenues 317,645 270,790 172,274
---------------- ------------------ -----------------
Gross profit 153,805 130,581 74,902
Selling, general and administrative 88,413 73,574 47,053
Depreciation and amortization 7,091 4,092 1,682
Special items 2,316 - -
---------------- ------------------ -----------------
Income from operations 55,985 52,915 26,167
Other (income) expense, net (2,150) (3,312) (1,212)
Merger-related expenses 1,727 3,212 -
---------------- ------------------ -----------------
Income before income taxes 56,408 53,015 27,379
Provision for income taxes 20,197 20,459 11,231
---------------- ------------------ -----------------
Net income $ 36,211 $ 32,556 $ 16,148
================ ================== =================
Earnings per common share, basic $0.72 $0.65 $ 0.35
================ ================== =================
Earnings per common share, diluted $0.71 $0.64 $ 0.34
================ ================== =================
(1) Restated for pooling of interests transactions as discussed in Note 11.
The accompanying notes are an integral part of these consolidated financial
statements.
iGATE CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(dollars in thousands)
Series A Additional
Common Stock Preferred Paid-in Retained Deferred
Shares Par Value Shares Par Value Capital Earnings Compensation
---------------------------------------------------------------------------------------
Balance, December 31, 1996 (1) 46,027,201 $244 - - $51,542 $(188) $(776)
Amortization of deferred
compensation - - - - - - 518
Exercise of stock options,
includes effect of tax
benefit recognized 257,600 1 - - 2,814 - -
Reduction of previously
authorized S-corporation
dividend - - - - 162 - -
Issuance of common stock 3,600,000 18 - - 51,246 - -
Dividends-paid by Quantum - - - - - (434) -
Comprehensive income:
Currency translation
adjustment - - - - - - -
Net income - - - - - 16,148 -
-------------------------------------------------------------------------------------
Balance, December 31, 1997 (1) 49,884,801 263 - - 105,764 15,526 (258)
Amortization of deferred
compensation - - - - - - 258
Exercise of stock options,
includes effect of tax
benefit recognized 351,279 2 - - 5,482 - -
Two-for-one stock split
effected in the form of a
stock dividend paid on
April 10, 1998 - 237 - - - (237) -
Issuance of preferred stock - - 1 - - - -
Non-cash merger costs - - - - 262 - -
Dividends-paid by Quantum - - - - - (749) -
Comprehensive income:
Net unrealized gain
on investments - - - - - - -
Currency translation
adjustment - - - - - - -
Net income - - - - - 32,556 -
-------------------------------------------------------------------------------------
Balance, December 31, 1998 (1) 50,236,080 502 1 - 111,508 47,096 -
Exercise of stock options,
includes effect of tax
benefit recognized 270,061 3 - - 4,214 - -
Purchase of treasury shares - - - - - -
Comprehensive income:
Net unrealized loss
on investments - - - - - - -
Currency translation
adjustment - - - - - - -
Net income - - - - - 36,211 -
-------------------------------------------------------------------------------------
Balance, December 31, 1999 50,506,141 $505 1 - $115,722 $83,307 $ -
=====================================================================================
Other Total
Treasury Comprehensive Shareholders' Comprehensive
Shares Income Equity Income
-----------------------------------------------------------
Balance, December 31, 1996 (1) $(111) $50,711
Amortization of deferred
compensation - 518
Exercise of stock options, -
includes effect of tax
benefit recognized - 2,815
Reduction of previously
authorized S-corporation
dividend - 162
Issuance of common stock - 51,264
Dividends-paid by Quantum - (434)
Comprehensive income:
Currency translation
adjustment (554) (554) $ (554)
Net income - 16,148 16,148
----------------
$15,594
-----------------------------------------================
Balance, December 31, 1997 (1) - (665) 120,630
Amortization of deferred
compensation - 258
Exercise of stock options,
includes effect of tax
benefit recognized - 5,484
Two-for-one stock split
effected in the form of a
stock dividend paid on
April 10, 1998 - -
Issuance of preferred stock - -
Non-cash merger costs - 262
Dividends-paid by Quantum - (749)
Comprehensive income:
Net unrealized gain
on investments 368 368 $ 368
--------------
Currency translation
adjustment (274) (274) (274)
Net income - 32,556 32,556
--------------
$32,650
-------------------------------------------==============
Balance, December 31, 1998 (1) - (571) 158,535
Exercise of stock options,
includes effect of tax
benefit recognized - - 4,217
Purchase of treasury shares (14,095) - (14,095)
Comprehensive income:
Net unrealized loss
on investments - (807) (807) $ (807)
Currency translation
adjustment - 101 101 101
Net income - - 36,211 36,211
--------------
$35,505
-----------------------------------------================
Balance, December 31, 1999 $(14,095) $(1,277) $184,162
=========================================
(1) Restated for pooling of interests transactions as discussed in Note 11.
The accompanying notes are an integral part of these consolidated financial
statements.
iGATE CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
Year Ended December 31,
-----------------------
1999 1998(1) 1997(1)
---- ---- ----
CASH FLOWS FROM OPERATING ACTIVITIES
Operations:
Net income $ 36,211 $ 32,556 $ 16,148
Adjustments to reconcile net income to cash
provided by operations:
Depreciation and amortization 7,091 4,092 1,682
Allowance for uncollectible accounts 259 513 540
Deferred income taxes, net (2,864) 3,160 (2,061)
Non-cash merger costs, net - 262 -
Equity loss in joint ventures 520 - -
Amortization of deferred compensation - 258 518
Amortization of bond premium 819 534 -
Working capital items:
Accounts receivable and unbilled receivables (1,160) (16,446) (30,998)
Employee and related party advances (843) (994) 694
Prepaid and other assets (1,831) (967) (593)
Accounts payable (1,140) 2,387 331
Accrued and other current liabilities (1,883) 8,813 10,690
------- -------- --------
Net cash flows provided (used by) operating activities 35,179 34,168 (3,049)
------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to equipment and leasehold improvements, net (6,907) (11,594) (6,375)
Purchases of investments (96,799) (74,965) -
Sales of investments 67,480 27,646 -
Acquisitions, net of cash acquired (24,815) (19,218) (2,154)
Contingent consideration (4,969) (749) (6,772)
Other investments (1,310) - -
------- -------- --------
Net cash flows used by investing activities (67,320) (78,880) (15,301)
------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of long-term debt 30,000 - -
Net payments under credit facilities (32,000) (8,157)
Net borrowings under credit facilities 32,000 1,167
Acquisition of treasury shares (14,095) -
Proceeds from issuance of common stock 3 - 51,284
Net proceeds from exercise of stock options 4,214 5,484 2,815
------- -------- --------
Net cash flows provided (used by) financing activities 20,122 (2,673) 55,266
------- -------- --------
Effect of currency translation 101 (274) (554)
------- -------- --------
Net change in cash and cash equivalents (11,918) (47,659) 36,362
Cash and cash equivalents, beginning of period 35,493 83,152 46,790
------- -------- --------
Cash and cash equivalents, end of period $23,575 $ 35,493 $ 83,152
======= ======== ========
NON-CASH INVESTING AND FINANCING ACTIVITIES
Unrealized gain on investments $ (807) $ 368 $ _
======= ======== ========
SUPPLEMENTAL DISCLOSURE
Cash payments for interest $ 7 $ 300 $ 757
======= ======== ========
Cash payments for income taxes $19,300 $ 16,148 $ 9,170
======= ======== ========
(1) Restated for pooling of interests transaction discussed in Note 11.
The accompanying notes are an integral part of these consolidated financial
statements.
iGATE CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies
The accompanying Consolidated Financial Statements reflect the consistent
application of the following significant accounting policies:
(a) Principles of Consolidation
The Consolidated Financial Statements include the accounts of the Company and
its wholly-owned subsidiaries. All material intercompany transactions and
balances have been eliminated in consolidation.
(b) Cash and Cash Equivalents
Cash and Cash Equivalents are defined as cash and short-term investments with
maturities of three months or less when purchased.
(c) Investments
The Company's short-term investments are classified as available-for-sale as
defined by Statement of Financial Accounting Standards No. 115, "Accounting for
Certain Investments in Debt and Equity Securities" ("SFAS No. 115"). These
investments consist of investment grade municipal bonds and are stated at
estimated fair value based upon market quotes.
(d) Disclosures about Fair Value of Financial Instruments
The following methods and assumptions were used to estimate the fair value of
each class of financial instrument for which it is practicable to estimate that
fair value:
Cash-The carrying amount approximates market value.
Long-term debt-It is not practicable to estimate the fair value of
the Convertible Promissory Note of the Company. The notes is reflected at its
outstanding face value, excluding unpaid accrued interest at an interest rate of
6.3% per annum.
Foreign Exchange Contracts-The fair value is estimated based upon quoted market
prices for the same or similar issues or on the current rates offered to the
Company.
(e) Accounts Receivable
The Company extends credit to clients based upon management's assessment of
their creditworthiness. Substantially all of the Company's revenues (and the
resulting accounts receivable) are from large companies, major systems
integrators and governmental agencies.
Unbilled receivables represent amounts recognized as revenues for the periods
presented based on services performed in terms of client contracts that will be
invoiced in subsequent periods.
(f) Joint ventures
The Company has entered into certain joint venture agreements, which are
accounted for using the equity method of accounting. All joint ventures were in
the start up phase of existence during the year.
(g) Goodwill and Intangible Assets
Intangible assets, which include the excess of purchase price and related costs
over the value of the net assets acquired, are amortized using the straight-line
method over periods ranging from five to thirty years. The Company assesses the
recoverability of goodwill by determining whether the amortization of the
goodwill balance over its remaining life can be recovered through undiscounted
future operating cash flows. The Company believes that the carrying amount of
these intangible assets will be realizable over their respective amortization
periods. Amortization expense for 1999 and 1998 was approximately $1.3 million
and $250,000, respectively.
(h) Equipment and Leasehold Improvements
The Company provides for depreciation using the straight-line method in amounts
which allocate the costs of equipment over their estimated useful lives of three
to seven years, and leasehold improvements over the shorter of the life of the
improvement or of the underlying lease term.
(i) Income Taxes
Deferred income taxes are provided for the temporary differences between the
financial reporting basis and the tax basis of the Company's assets and
liabilities.
In the recent past, the government of India has provided incentives, in the form
of tax holidays, to encourage foreign investment. The Company's operation in
India was eligible for a tax holiday for a five-year period beginning in 1997.
(j) Hedging
The Company selectively uses foreign exchange contracts to hedge foreign
exchange exposure on certain intercompany debt. Gains and losses on the foreign
exchange contracts are recognized in Shareholders' Equity as Currency
Translation Adjustments. Such gains and losses are essentially offset in
Currency Translation Adjustment by gains or losses on translation of the related
debt.
(k) Currency Translation Adjustment
The financial statements of foreign subsidiaries are translated using the
exchange rate in effect at year-end for balance sheet accounts and the average
exchange rate in effect during the year for revenue and expense accounts.
The Company's functional currency for financial reporting purposes is the US
Dollar. The Company generally invoices its clients and pays expenses in the
local currency of the country in which the client is located. Income statement
translation gains and losses arising from differences between the functional and
local currencies are recognized in the consolidated income statements and have
not had a significant impact on the results of operations. Balance sheet gains
and losses as a result of fluctuations in foreign currency exchange rates are
recognized in shareholders' equity as a component of comprehensive income. The
Company continually evaluates the economic conditions of each country in which
it operates and bases its foreign currency accounting policies on those
assessments.
iGate Capital Management has loans outstanding from Mascot Systems which have
been eliminated in the accompanying consolidated balance sheets as of December
31, 1999 and 1998. The terms of the loans provide for the scheduled repayment
of principal and accrued interest in fiscal years 2001 through 2005. However,
the Company considers these loans permanently reinvested, and therefore has
recorded the related foreign transaction gains and losses in the currency
translation adjustment as of December 31, 1999.
(l) Revenue Recognition
The Company recognizes revenue on time-and-materials contracts as the services
are performed for clients. Revenues on fixed-price contracts are recognized
using the percentage of completion method. Percentage of completion is
determined by relating the actual cost of work performed to date to the
estimated total cost for each contract. If the estimate indicates a loss on a
particular contract, a provision is made for the entire estimated loss without
reference to the percentage of completion. Changes in job performance,
conditions and estimated profitability may result in revisions to costs and
revenues and are recognized in the period in which the changes are identified.
(m) Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates.
(n) Reclassifications and Restatements
Certain reclassifications have been made to the Company's 1998 and 1997
financial statements to conform to current year presentation. All historical
financial statements have been restated for all pooling of interests
transactions.
(o) Recently Issued Accounting Standards
In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS No. 133"). The Statement establishes
accounting and reporting standards requiring that every derivative instrument
(including certain derivative instruments embedded in other contracts) be
recorded in the balance sheet as either an asset or liability measured at its
fair value. The Statement requires that changes in the derivative's fair value
be recognized currently in earnings unless specific hedge accounting criteria
are met. Special accounting for qualifying hedges allows a derivative's gains
and losses to offset related results on the hedged item in the income statement,
and requires that a company must formally document, designate, and assess the
effectiveness of transactions that receive hedge accounting. SFAS No. 133 was
originally effective for fiscal years beginning after June 15, 1999.
In June 1999, the FASB issued Statement of Financial Accounting Standards No.
137, "Accounting for Derivative Instruments and Hedging Activities--Deferral of
the Effective Date of FASB Statement No. 133" ("SFAS 137") delaying the
effective date of SFAS 133 for all fiscal quarters of all fiscal years beginning
after June 15, 2000. The Company has not yet quantified the impacts of adopting
SFAS No. 133 on its financial statements. The Company does not significantly
participate in derivative contracts or participate in contracts with derivative
instruments embedded in other contracts; however, the statement may increase
volatility in earnings and other comprehensive income.
2. Investments
The following is a summary of available-for-sale securities:
December 31, 1999
- --------------------------------------------------------------------------------------------------------------
Gross Unrealized Gross Unrealized Estimated Fair
Amortized Cost Gains Losses Value
- --------------------------------------------------------------------------------------------------------------
Investment Grade
Municipal Bonds $75,285,000 $24,000 $463,000 $74,846,000
==============================================================================================================
December 31, 1998
- --------------------------------------------------------------------------------------------------------------
Gross Unrealized Gross Unrealized Estimated Fair
Amortized Cost Gains Losses Value
- --------------------------------------------------------------------------------------------------------------
Investment Grade
Municipal Bonds $46,785,000 $380,000 $12,000 $47,153,000
==============================================================================================================
The amortized cost and fair value of debt and equity securities (as determined
by national exchanges) by contractual maturity, are shown below. Actual
maturities may differ from contractual maturities because the issuers of the
securities may have the right to prepay obligations without prepayment
penalties.
December 31, 1999 December 31, 1998
- ----------------------------------------------------------------
Available-for-sale $74,846,000 $47,153,000
- ----------------------------------------------------------------
Due in one year or less $18,529,000 $28,271,000
- ----------------------------------------------------------------
Due after one year
through three years $11,784,000 $18,882,000
- ----------------------------------------------------------------
Due after three years $44,533,000 -
================================================================
3. Merger-related Expense
As a result of the merger of Amber, several employees ranging from senior
management to supporting staff have been separated from the Company as of
December 31, 1999. The Company incurred costs totaling $1.7 million or $.02
per diluted share for employee severance, professional fees and office
closures. Approximately $360,000 remains reserved for office closures expected
to occur in mid-year 2000.
In 1998, the Company merged with Quantum Group and incurred $3.2 million of
costs or $.04 per diluted share, related to employee severance, professional
fees and office closures.
4. Hedging Activities
The Company selectively uses foreign exchange contracts to hedge foreign
exchange exposure on certain intercompany debt. At December 31, 1999, the
Company held one foreign exchange contract, which was the far end of a Canadian
dollar swap, which matures on March 31, 2000. The outstanding contract is for
the sale by the Company of 7 million Canadian dollars at 1.448 (US $4,834,254).
The effect on operations related to hedging activities was less than $100,000
for 1999.
5. Income taxes
The components of the provision (benefit) for income taxes for the years ended
December 31, 1999, 1998 and 1997 are as follows;
December 31,
---------------------------
1999 1998 1997
------- ------- -------
Current provision:
Federal $15,330 $13,806 $ 9,312
State 2,454 1,869 1,577
Foreign 2,225 2,236 1,251
------- ------- -------
Total current provision 20,009 17,911 12,140
Deferred provision (credit):
Federal 150 2,057 (700)
State 38 491 (155)
Foreign - - (54)
------- ------- -------
Total deferred provision (credit) 188 2,548 (909)
------- ------- -------
Total provision for income taxes $20,197 $20,459 $11,231
======= ======= =======
The reconciliation of income taxes computed using the statutory U.S. income
tax rate and the provision for income taxes for the year ended December 31, 1999
and 1998 follows:
December 31, 1999 December 31, 1998
------------------ -----------------
(dollars in thousands)
Income taxes computed at the
federal statutory rate $19,734 35.0% $18,862 35.0%
State income taxes, net of
federal benefit $ 1,437 2.5 1,534 2.8
Other, net (974) (1.7) 63 0.7
------- ---- ------ ----
Provision for income taxes $20,197 35.8% $20,459 38.5%
======= ==== ======= ====
The components of the deferred tax assets and liabilities are as follows:
1999 1998
----------- ---------
(dollars in thousands)
Deferred tax assets
Allowance for doubtful accounts
and employee advances $ (295) $ (356)
Accrued vacation (1,133) (1,088)
Foreign tax credit carryforward - (31)
Reserve for contract costs - (653)
Reserve for Canadian employment taxes (943) (915)
Accrued pension costs - (187)
Other (605) (660)
------- -------
$(2,976) $(3,890)
======= =======
Deferred tax liabilities
S-corporation deferred revenue - $ 1,200
Compensation for IMIS employees 3,260 3,372
Section 481(a) adjustments 455 381
Other 3,892 2,080
------- -------
$ 7,607 $ 7,033
======= =======
Total deferred tax liability $(1,676) $(2,312)
Net current (asset) liability 6,307 5,455
------- -------
Net long-term liability $ 4,631 $ 3,143
======= =======
6. Revolving Credit Facility
Effective December 3, 1998, the Company has a $75.0 million revolving
credit facility ("the Credit Facility") with PNC Bank, National Association.
This Credit Facility bears an interest rate equal to a base rate which shall be
adjusted by a change in the Prime rate or the Federal Funds Effective Rate or at
the Company's option, at a rate equal to the sum of the Euro-rate plus an
applicable Euro-rate margin. The Credit Facility contains certain restrictive
covenants and financial ratio requirements, which limits distributions to
shareholders and additional borrowings. At December 31, 1999 and 1998, there
were no borrowings outstanding under this arrangement. The weighted average
outstanding balance was approximately $634,000 and $161,000, with maximum
borrowings of $9.5 million and $4.0 million at December 31, 1999 and 1998,
respectively. The weighted average interest rates were approximately 8.4% and
8.5% at December 31, 1999 and 1998, respectively.
During the first quarter of 1998, Mascot Systems had aggregate borrowings of
approximately $1.7 million outstanding under revolving credit agreements with
ICICI Banking Corporation Limited and IndusInd Bank Limited, both of India.
Interest rates charged on these borrowings range from 18.75% to 19.25% per year.
These borrowings were repaid in full by the Company in May 1998.
As of December 31, 1997, the Company assumed $6.9 million of borrowings
outstanding under a revolving credit agreement with the Bank of Montreal related
to the Quantum acquisition. This amount was repaid in full as of June 30, 1998.
7. Commitments and Contingencies
The Company rents certain office facilities and equipment under noncancelable
operating leases, which provide for the following future minimum rental payments
as of December 31, 1999:
Period ending Amount
December 31, (dollars in thousands)
------------- ----------------------
2000 $7,966
2001 $6,621
2002 $5,127
2003 $3,283
2004 $1,285
Thereafter $5,134
Rental expense was approximately $5,082,000, $3,436,000 and $2,045,000 for the
years ended December 31, 1999, 1998 and 1997, respectively.
The Company has employment agreements with its controlling shareholders and
certain of its executive officers which provide generally for specified minimum
salaries and bonuses based upon the Company's performance.
The terms of certain of the Company's acquisition agreements provide for
additional consideration to be paid if the acquired entity's results of
operations exceed certain targeted levels. Such additional consideration is to
be paid in cash, and is recorded as contingent consideration.
On July 22, 1999, iGate completed a private placement of a $30,000,000
Convertible Promissory Note (the "Note") with GE Capital Equity Investments,
Inc. ("GE Capital"). The Note can be converted by the shareholder at any time
from July 22, 2003 through its maturity date of July 22, 2004, into shares of
iGate common stock at an initial conversion price of $21.64 per share provided
certain performance targets are achieved. The Note accrues interest at the rate
of 6.30% per annum, payable semi-annually in arrears on the last day of each
July and January. The initial payment was made on January 31, 2000. Interest
expense on the Note was approximately $851,000 as of December 31, 1999.
The Company is a party to several "preferred vendor" contracts and is seeking
additional similar contracts in order to obtain new or additional business from
large or medium-sized clients. While these contracts are expected to generate
higher volumes, they generally result in lower margins. Although the Company
attempts to lower costs to maintain margins, there can be no assurance that the
Company will be able to sustain margins on such contracts. In addition, the
failure to be designated a preferred vendor, or the loss of such status, may
preclude the Company from providing services to existing or potential clients,
except as a subcontractor. Nonetheless, management does not believe that claims
that may arise as a result of the above will have a significant impact on either
the financial position or the results of operations of the Company.
In December 1999, the Company settled certain outstanding claims that had been
reserved. As a result of these favorable settlements, the Company recognized
income of approximately $1.8 million or $.02 per diluted share.
8. Employee Benefit Plan
The Company has an employee retirement savings plan under Section 401(k) of the
Internal Revenue Code (the "Plan") that covers substantially all employees with
at least six months of service. Eligible employees may contribute up to the
lesser of 15% of eligible compensation or $10,000, as defined by 1999 Internal
Revenue Service ("IRS") guidelines. The Company did not make a contribution to
the Plan in 1999 or 1998.
Effective January 1, 2000, the Company amended its Plan to include a matching
contribution of up to 4% of employee's eligible compensation. The amount of the
contribution is dependent upon the employee's level of participation and vests
immediately.
9. Stock Based Compensation
During 1999, the Company adopted the Second Amended and Restated 1996 Stock
Incentive Plan (the "Amended Plan"). This plan replaced the 1996 Stock
Incentive Plan ("the 1996 Plan"). The Amended Plan, which provides that up to
15% of the number of outstanding common shares of the Company on each December
31 beginning on December 31, 1998 shall be available for issuance to directors,
executive management and key personnel. At December 31, 1999, there were
1,721,136 shares of Common Stock available for issuance under the Amended Plan.
The Company accounts for the Amended Plan under Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees." Had compensation
costs for the Amended Plan been determined consistent with Statements of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("SFAS 123"), net income and diluted earnings per share for the
year ended December 31, 1999 would have been reduced by $6.9 million or $0.13
per share. For the year ended December 31, 1998, net income and diluted earnings
per share would have been reduced by $3.5 million, or $0.07 per share. For the
year ended December 31, 1997, net income and diluted earnings per share would
have been reduced by $1.3 million, or $0.03 per share.
During 1999, 1998 and 1997, options covering a total of 2,627,840 shares,
1,703,873 shares and 820,100 shares, respectively, of Common Stock were granted
under the Amended Plan. Options generally expire ten years from the date of
grant or earlier if an option holder ceases to be employed or associated by the
Company for any reason. A summary of stock options is presented below:
Weighted Average
Options Exercise Price
-----------------------------------
1999
- -----------------------------------------------------------------------------
Options outstanding, beginning of period 3,156,996 $14.25
Granted 2,627,840 $19.47
Exercised 270,061 $ 8.76
Lapsed and forfeited 743,690 $11.06
--------------
Options outstanding, end of period 4,771,085 $14.25
==============
Options exercisable, end of period 1,162,752 $ 9.11
==============
Available for future grant 1,721,136
==============
Stock options outstanding at December 31,
Options Outstanding Options Exercisable
- ---------------------------------------------------------------------------------- ------------------------------------------
Weighted Average
Range of Remaining Contractual Weighted Average Weighted Average
Exercise Price Options Life (Years) Exercise Price Options Exercise Price
- ---------------------------------------------------------------------------------- ------------------------------------------
$7.50 898,701 6.96 6.96 496,366 $ 7.50
8.06-11.75 697,900 8.82 9.79 130,900 $12.67
11.935-13.00 561,856 9.44 7.92 3,333 $15.08
13.063-15.625 573,964 9.52 9.58 44,832 $16.06
15.875-17.00 481,066 8.17 8.41 180,963 $18.54
17.125-18.907 478,190 8.83 8.81 85,368 $21.63
19.188-22.125 543,083 8.78 9.12 181,386 $25.31
22.875-28.125 368,125 9.02 9.00 33,779 $28.63
28.625-28.625 167,200 9.00 8.30 5,325 $29.19
29.188-29.188 1,000 8.30 8.30 500 $29.19
- ---------------------------------------------------------------------------------- ------------------------------------------
$7.500-$29.188 4,771,085 8.58 $8.04 1,162,752 $15.17
+================================================================================= ==========================================
Stock Option
Summary of Stock Options Price
Weighted average fair value of options granted during 1999 $17.81
======
*The fair value of each option granted is estimated on the date of grant using
the Black-Scholes option pricing model with the following weighted average
assumptions:
1999
-------
Risk free interest rate........................................ 6.5%
Expected dividend yield........................................ 0.0%
Expected life of options....................................... 5 years
Expected volatility rate....................................... 73.9%
10. Earnings per Share
The Company reports earnings per share in accordance with Statement of Financial
Accounting Standards No. 128, "Earnings per Share" ("SFAS 128"), which requires
the disclosure of Basic and Diluted Earnings per Share ("EPS"). Basic EPS is
calculated using net income divided by the weighted average shares outstanding
during the year. Diluted EPS is similar to Basic EPS, except that the weighted
average shares outstanding includes the number of additional shares that would
have been outstanding if the dilutive potential shares, such as options and
convertible shares, had been issued. The Company uses the treasury stock method
to calculate dilutive shares outstanding.
(in thousands, expect per share data) Year Ended December 31,
1999 1998(1) 1997(1)
------------- ------------- -------------
Basic earnings per share:
Net income $36,211 $32,556 $16,148
=============== =============== ===============
Divided by:
Weighted average common shares 50,280 50,100 46,346
=============== =============== ===============
Basic earnings per share $ 0.72 $ 0.65 $ 0.35
=============== =============== ===============
Diluted earnings per share:
Net income $36,211 $32,556 $16,148
Convertible debt expense, net of tax (2) 542 - -
--------------- --------------- ---------------
Net income $36,753 $32,556 $16,148
=============== =============== ===============
Divided by the sum of:
Weighted average common shares 50,280 50,100 46,346
Dilutive effect of convertible 619 -
securities
Dilutive effect of common stock equivalents 611 825 470
--------------- --------------- ---------------
Diluted average common shares 51,510 50,925 46,816
=============== =============== ===============
Diluted earnings per share $ 0.71 $ 0.64 $ 0.34
=============== =============== ===============
(1) Restated for pooling of interests transactions as discussed in Note 11.
(2) Convertible debt expense relates to GE Convertible Debenture Agreement as
discussed in Note 7.
11. Business Acquisitions
The following is a discussion of the Company's acquisitions accounted for as
purchases. Operating results for each of the respective acquisitions have been
included in the Company's operations since the date of acquisition. Pro forma
disclosure regarding these purchase acquisitions have not been provided because
they are not material to the operations of the Company. On October 16, 1999,
the Company acquired Chen & McGinley, Inc. ("CMI") based in San Francisco, CA.
On January 29, 1999, the Company acquired Global Resource Management ("GRM"),
located in Jacksonville, Florida. On January 9, 1999, the Company acquired
Direct Resources Scotland Limited ("Direct Resources"), of Edinburgh, Scotland.
The excess of purchase price over the fair value of net assets acquired will be
recorded as goodwill and will be amortized over a thirty-year life using the
straight-line method. Future payments for each acquisition will be made based
upon an agreed upon calculation for the years ending 2000 and 1999. A payment
of $1.4 million was made during the third quarter of 1999. The aggregate amount
of these payments related to these independent agreements will not exceed $15.9
million.
On October 26, 1998, the Company acquired International MIS, Inc. ("IMIS"),
located in San Francisco, California. On July 1, 1998, the Company acquired MC
Computer Services Pty Limited ("MCCS") of Canberra, Australia. As part of these
two independent agreements, an agreed upon amount was recorded as a long-term
liability which represents the unpaid purchase price related to these
acquisitions. Additionally, goodwill has been recorded for these two purchases
and will be adjusted based upon the finalization of the fair value studies of
assets acquired and may be adjusted based upon future payments. Any such
adjustments will not materially affect the overall financial position or results
of operations of the Company. Future payments will be made based upon an agreed
upon calculation for the years ending 2000 and 2001. Future payments will not
exceed $8.0 million under the terms of one agreement.
From June 1, 1998 to March 31, 1999, the Company consummated the following
business combinations accounted for as pooling of interests:
On January 4, 1999 the Company acquired all the issued and outstanding stock of
the Amber Group ("Amber") in exchange for 1,095,001 of the Company's common
stock. The revenues related to Amber were $10.5 million as of December 31, 1998.
The Company's consolidated financial statements have been restated to include
results for Amber for all periods presented. In connection with the merger, the
Company incurred approximately $1.7 million of merger related costs which were
expensed in the first quarter of 1999.
On June 1, 1998, the Company acquired all of the issued and outstanding stock of
Quantum Information Resources Limited ("Quantum"), a Canadian corporation, in
exchange for 1,623,000 shares of the Company's Common Stock. PNC Bank, National
Association, acting as trustee for the shareholders of Quantum received 1 share
of Series A Preferred Stock pursuant to the merger. The Company's consolidated
condensed financial statements have been restated to include results for Quantum
for all periods presented. In connection with the merger, the Company incurred
approximately $3.2 million of merger related costs which were expensed in second
quarter of 1998.
12. Segment Reporting
In accordance with Statement of Financial Accounting Standards No. 131,
"Disclosures about Segments of an Enterprise and Related Information" ("SFAS
131"), the Company has two reportable operating segments, which have been
defined by management based primarily on the scope of services offered by each
segment.
In the fourth quarter of 1999, we began to manage our business and strategic
objectives in new ways. Our new approach, which was the impetus for the internal
reorganization described above, led us to revise our reportable operating
segments. Previously we had three reportable segments: U.S. Clients Services;
High Value Services; and International Client Services. Our new segments are
"Staffing" and "Solutions." Our Staffing segment corresponds to the segment that
used to be called U.S. Client Services, with the addition of relevant portions
of the former International Client Services segment. Our Solutions segment
corresponds to the segment that used to be called High Value Services, with the
addition of relevant portions of the former International Client Services
segment.
The Solutions division develops, manages and staffs IT and eServices projects
for its customers. The Solutions division employs highly trained and skilled
IT professionals trained in ERP implementation, network services, eCommerce
consulting, data mining and warehousing, with additional focuses on web design
and integration with vendors and customers. The majority of Solutions projects
are coordinated by project managers who work directly with end user clients to
develop IT and eServices projects to meet client needs. The Solutions division
benefits from affiliations with a number of software companies, ranging from ERP
to supply-chain and customer-interaction vendors, and from Mascot's offshore
software development centers, which are connected via secure, high speed
satellite links to the Company's headquarters and directly to the client sites.
The Staffing division provides the services of IT professionals to assist in the
completion of client-managed projects. All professionals within the Staffing
division take direction by the clients for the duration of each project, and do
not undertake to manage projects. The Staffing division focuses on developing
national and global relationships with major system integrators and assists
these integrators in meeting their customers' needs by providing technical
expertise and complimentary capabilities.
The accounting policies of the segments are the same as those described in the
summary of significant accounting policies. The Company evaluates segment
performance based upon profit or loss from operations. The Company does not
allocate income taxes, other income or expense and non-recurring charges to
segments. In addition, the Company accounts for inter-segment sales and
transfer at current market prices.
Revenues by geographic area consisted of the following:
Year Ended
December 31,
-----------------
REVENUES 1999 1998 1997
----------------- --------------- --------------
United States $338,150 $294,069 $182,092
Canada 41,456 49,489 47,830
Europe 35,607 26,126 8,898
Pacific Rim 56,237 31,687 8,356
---------------- --------------- --------------
Total Sales $471,450 $401,371 $247,176
================ =============== ==============
TOTAL ASSETS December 31,
---------------
1999 1998
--------------- --------------
United States $208,821 $169,953
Canada 12,870 16,158
Europe 20,050 13,836
Pacific Rim 35,693 17,511
--------------- --------------
Total Assets $277,434 $217,458
=============== ==============
(dollars in thousands)
Corporate
1999 Staffing Solutions Activities(1) Total
- ---------------------------------- ------------- ----------------- ------------------------ -------------
Revenues $200,396 $271,054 $ - $471,450
Special items (3) - - 2,316 2,316
Income from operations 33,142 50,925 (25,766) 58,301
Other (income) expense - - (2,150) (2,150)
Merger-related expenses - - 1,727 1,727
Provision for income taxes - - 20,197 20,197
-------------
Net income $ 36,211
=============
Corporate
1998 Staffing Solutions Activities(1) Total
- ---------------------------------- ------------- ----------------- ------------------------ -------------
Revenues (2) $221,901 $179,470 $ - $401,371
Income from operations 42,163 35,010 (24,258) 52,915
Other (income) expense - - (3,312) (3,312)
Merger-related expenses 3,212 3,212
Provision for income taxes - - 20,459 20,459
-------------
Net income $ 32,556
=============
Corporate
1997 Staffing Solutions Activities(1) Total
- ---------------------------------- ------------- ----------------- ------------------------ -------------
Revenues (2) $123,145 $124,031 $ - $247,176
Income from operations 17,492 24,908 (16,233) 26,167
Other (income) expense - - (1,212) (1,212)
Provision for income taxes - - 11,231 11,231
-------------
Net income $ 16,148
=============
(1) Corporate activities include general corporate expenses, eliminations of
intersegment transactions, interest income and expense, income or loss from
joint ventures, and other unallocated charges. The Company evaluates
segments based on income from operations. Since certain administrative and
other operating expenses have not been allocated to the business segments,
this basis is not necessarily a measure computed in accordance with
generally accepted accounting principles and it may not be comparable to
other companies. Additionally, the Company does not allocate assets
and capital additions to the business segments.
(2) A single customer, included in Staffing accounted for approximately 11% and
11% of the Company's revenues for the years ended December 31, 1998 and
1997, respectively.
(3) Special items are considered a part of operating items.
13. Quarterly Financial Information
The following table sets forth certain unaudited financial information for each
of the quarters indicated below and, in the opinion of management, contains all
adjustments, consisting only of normal recurring adjustments, if necessary for a
fair presentation thereof. All information has been restated for pooling of
interests business combinations through December 31, 1999.
Three Months Ended
----------------------------------------------------------------------
Mar. 31, Jun. 30, Sept. 30, Dec. 31,
----------------------------------------------------------------------
(dollars in thousands, except per share data)
1999
Revenues $121,377 $124,514 $117,173 $108,386
Gross profit 39,815 41,405 39,399 33,186
Special items - - 3,528 (1,212)
Income from operations 17,194 18,442 11,476 8,873
Merger related expenses 1,727 - - -
Income before income
taxes 16,009 19,236 11,941 9,222
----------------------------------------------------------------------
Net income $ 10,104 $ 12,503 $ 7,609 $ 5,995
======================================================================
Net income per common
share, basic $ 0.20 $ 0.25 $ 0.15 $ 0.11
======================================================================
Net income per commmon
share, diluted $ 0.20 $ 0.25 $ 0.15 $ 0.11
======================================================================
Three Months Ended
----------------------------------------------------------------------
Mar. 31, Jun. 30, Sept. 30, Dec. 31,
----------------------------------------------------------------------
(dollars in thousands, except per share data)
1998 (1)
Revenues $ 83,749 $ 95,195 $106,498 $115,929
Gross profit 26,867 31,458 35,235 37,021
Income from operations 10,980 12,963 14,828 14,144
Merger related expenses 3,212 - -
Income before income
taxes 11,653 10,483 15,558 15,321
----------------------------------------------------------------------
Net income $ 6,986 $ 5,856 $ 10,063 $ 9,651
======================================================================
Net income per common
share, basic $ 0.14 $ 0.12 $ 0.20 $ 0.19
======================================================================
Net income per common
share, diluted $ 0.14 $ 0.12 $ 0.20 $ 0.19
======================================================================
(1) Restated for pooling of interests transactions as discussed in Note 11.
14. Related Party Transactions
Mascot Systems leases from the controlling shareholders the office space for the
offshore software development facilities in Bangalore, India. The acquisition of
the real estate and the construction of this office building (but not the
buildout of the office space) was financed entirely by the controlling
shareholders out of personal funds. Specifically, Mascot Systems leases
approximately 4,500 square feet of office space on one floor of an office
building located in Bangalore, which is owned by the controlling shareholders.
The lease has a ten-year term expiring in February 2008, with a rent revision
clause every March. The rent is approximately $29,000 per year. Mascot Systems
also leases a 32,500-square-foot office building located in Bangalore from the
controlling shareholders. This lease has a ten-year term expiring in October
2006, and the annual rent is approximately $95,000. The Offshore Development
Center at Chennai was partly functional during 1998 and fully functional
beginning January 1, 1999. The lease agreement effective for a ten-year period
effective March 1998 and expiring February 2008 has an annual rent of $449,000.
The rental agreement may be revised each March. Since the facility was partly
occupied during 1998, rent paid to the controlling shareholders was $118,000.
Mascot Systems has also rented approximately 9,000 square feet of space for its
facilities located in Bangalore and Chennai for which rent in the amount of
$9,000 was paid during 1998.
Scott Systems leases, for its training facilities, approximately 2,100 square
feet of office space on one floor of an office building located in Mumbai
(Bombay, India). The leased space is divided into five separately owned suites
owned individually by the controlling shareholders. The lease expires in March
2003, and the aggregate rent is approximately $20,000 per year. Scott Systems
also leases further office space of approximately 900 square feet on another
floor in the same office building, which is owned by the controlling
shareholders. This lease has a term that expires in August 2007, and the rent is
$6,000 per year. Scott Systems also leases a portion of the Pune facility from
the controlling shareholders. This lease covers 7,500 square feet of office
space and expires in August 2007. The rent is approximately $18,000 per year.
15. Subsequent Events
On March 16, 2000, the Company announced that it had acquired a 25% stake in
Air2Web based in Atlanta, Georgia.
On March 8, 2000, the Company announced that its subsidiary, Mascot filed a
draft prospectus on February 25, 2000, with the Securities and Exchange Board of
India ("SEBI"). Mascot plans to make an initial public offering of 10 percent
of its equity shares in April XX. Ten percent will be reserved towards employee
stock options that will be granted to Mascot employees.
On March 7, 2000, the Company announced the reorganization in which Mastech
Corporation changed its name to iGate Capital Corporation and also transferred
substantially all of the assets of Mastech Systems Corporation to subsidiary
operating companies. No financial transactions were associated with the
formation of iGate. The Company changed its NASDAQ ticker symbol from "MAST" to
"IGTE" effective March 7, 2000.
On March 3, 2000, the Company announced that it had acquired a 75% stake in
Innovative Resource Group, Inc. ("IRG") based in Pittsburgh, Pennsylvania.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
The information required by this item is incorporated by reference from the
information under the caption "Management and Directors" in the Company's
definitive proxy statement to be filed.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated by reference from the
information under the caption "Executive Compensation" in the Company's
definitive proxy statement to be filed provided that the information in such
proxy statement under the captions "Performance Graph" and "Compensation
Committee Report on Executive Compensation" should not be incorporated by
reference herein.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is incorporated by reference from the
information under the caption "Security Ownership of Certain Beneficial Owners
and Management" in the Company's definitive proxy statement to be filed.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is incorporated by reference from the
information under the caption "Certain Transactions" in the Company's definitive
proxy statement to be filed.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. Financial Statements
--------------------
The following consolidated financial statements of the registrant and its
subsidiaries are included on pages [28 to 33] and the report of independent
public accountants is included on [page 27] in this Form 10-K.
Report of Independent Public Accountants.
Consolidated Balance Sheets - December 31, 1999 and 1998.
Consolidated Statements of Income - Years ended December 31, 1999, 1998
and 1997.
Consolidated Statements of Shareholders' Equity - Years ended December 31,
1999, 1998 and 1997.
Consolidated Statements of Cash Flows - Years ended December 31, 1999, 1998
and 1997.
Notes to Consolidated Financial Statements
2. Consolidated Financial Statement Schedules
------------------------------------------
The following consolidated financial statement schedules shown below should be
read in conjunction with the consolidated financial statements on pages [28 to
33] in this Form 10-K. All other schedules are omitted because they are not
applicable or the required information is shown in the financial statements or
Notes thereto.
The following items appear immediately following the signature pages:
Report of Independent Public Accountants on Consolidated Financial
Statement Schedules.
Financial Statement Schedules:
Schedule II-Valuation and Qualifying Accounts for the three years ended
December 31, 1999.
Financial Data Schedules
3. Exhibits
--------
Exhibits required by Item 601 of Regulation S-K are listed in the Exhibit
Index, which is incorporated herein by reference.
(b) Reports on Form 8-K:
The Company filed a Form 8-K dated March 9, 2000, disclosing the
appointment of Bruce E. Haney to Managing Director, Chief Financial Officer
of iGate Capital Corporation.
The Company filed a Form 8-K dated March 7, 2000, disclosing that it had
changed its name from Mastech Corporation to iGate Capital Corporation
effective March 7, 2000.
The Company filed a Form 8-K on September 9, 1999, disclosing two press
releases. The first press release announced the Company's revision of its
revenue and earnings estimates for the quarter ending September 30, 1999.
The second press release, dated September 13, 1999, announced that the
Company's Board of Directors authorized the repurchase of up to 3,000,000
shares of the Company's outstanding common stock from time to time on the
open market or through privately negotiated transactions.
Mastech Corporation
Schedule II -- Valuation and Qualifying Accounts
For the years ended December 31, 1999, 1998 and 1997
Balance at Balance at
Allowance for beginning Charged end
Doubtful Accounts of period to expense Deductions of period
- ----------------- ---------- ---------- ---------- ----------
Year ended December 31, 1999 $1,728 $ 349 $ (91) $1,986
Year ended December 31, 1998 $1,215 1,413 (900) 1,728
Year ended December 31, 1997 $ 675 1,000 (460) 1,215
EXHIBIT INDEX DESCRIPTION OF EXHIBIT
- ---------- ---------------------------------------------------------------------------
3.1 Articles of Incorporation of the Company are incorporated by reference
from Exhibit 3.1 to iGate Capital Corporation's Registration Statement on
Form S-1, Commission File No. 333-14169, filed on November 19, 1996.
3.2 Bylaws of the Company are incorporated by reference from Exhibit 3.2 to
iGate Capital Corporation's Registration Statement on Form S-1, Commission
File No. 333-14169, filed on November 19,1996.
3.3 Amended and Restated Articles of Incorporation of the Company are filed herewith.
4.1 Form of certificate representing the Common Stock of the Company is
incorporated by reference From Exhibit 4.1 to iGate Capital Corporation's
Registration Statement on Form S-1, Commission File No. 333-14169, filed
on November 19, 1996.
4.2 Note Purchase Agreement dated as of July 22, 1999 between iGate Capital
Corporation and GE Capital Equity Investments, Inc. is incorporated by
reference from Exhibit 4.1 to the Quarterly Report on Form 10-Q, File No.
000-21755 filed on November 15, 1999.
4.3 Registration Rights Agreement dated as of July 22, 1999 between iGate
Capital Corporation and GE Capital Equity Investments, Inc. is
incorporated by reference from Exhibit 4.2 to the Quarterly Report on Form
10-Q No.000-21755 filed on November 15, 1999.
10.1 Form of Employment Agreement by and between the Company and Sunil Wadhwani
and Ashok Trivedi is incorporated by reference from Exhibit 10.1 to iGate
Capital Corporation's Registration Statement on Form S-1, Commission
File No. 333-14169, filed on November 19, 1996.*
10.2 1996 Stock Incentive Plan is incorporated by reference from Exhibit 10.2
to iGate Capital Corporation's Registration Statement on Form S-1,
Commission File No. 333-14169, filed on November 19,1996.*
10.3 Amended and Restated 1996 Stock Incentive Plan is incorporated by
reference from the Quarterly Report on Form 10-Q, File No. 000-21755
filed on November 16, 1998.
10.4 Second Amended and Restated 1996 Stock Incentive Plan is incorporated by
reference from Exhibit 99.1 to iGate Capital Corporation's Definitive
Proxy Statement, File No. 000-21755 filed on December 30, 1998.
10.5 Agreement dated October 14, 1996 between iGate Capital Systems Corporation
(f/k/a Mastech Corporation) and Steven Shangold, as amended by Addendum
dated as of November 18, 1996, is Incorporated by reference from Exhibit
10.3 to iGate Capital Corporation's Registration Statement on Form S-1,
Commission File No. 333-14169, filed on November 19, 1996.*
10.6 Form of Employment Agreement by and between the Company and each of its
Executive Officers is incorporated by reference from Exhibit 10.4 to iGate
Capital Corporation's Registration Statement on Form S-1, Commission
File No. 333-14169, filed on December 16, 1996.*
10.7 Shareholders Agreement by and among the Company, Sunil Wadhwani and Ashok
Trivedi and the Joinder Agreement by Grantor Retained Annuity Trusts
established by Messrs. Wadhwani and Trivedi are incorporated by reference
from Exhibit 10.5 to iGate Capital Corporation's Registration Statement
on Form S-1, Commission File No. 333-14169, filed on December 16, 1996.
10.10 Lease Agreement dated January 15, 1995 by and between Mascot Systems
Private Limited and Messrs. Wadhwani and Trivedi for real estate in
Bangalore, India is incorporated by reference from Exhibit 10.10 to
iGate Capital Corporation's Registration Statement on Form S-1,
Commission File No. 333-14169, filed on November 19, 1996.
10.11 Lease Agreement dated November 6, 1996 by and between Mascot Systems
Private Limited and Messrs. Wadhwani and Trivedi for real estate in
Bangalore, India is incorporated by reference from Exhibit 10.11 to
iGate Capital Corporation's Registration Statement on Form S-1,
Commission File No. 333-14169, filed on November 19, 1996.
10.12 Lease Agreement dated January 15, 1998 by and between Mascot Systems
Private Limited and Messrs. Wadhwani and Trivedi for real estate in
Bangalore, India incorporated by reference to Exhibit 10.12 to
Annual Report on Form 10-K for the year ended December 31, 1998.
10.13 Lease Agreement dated March 26, 1997 by and between Mascot Systems
Private Limited and Messrs. Wadhwani and Trivedi for real estate in
Bangalore, India incorporated by reference to Exhibit 10.13 to
Annual Report on Form 10-K for the year ended December 31, 1998.
10.14 Lease Agreement dated January 13, 1998 by and between Mascot Systems
Private Limited and Messrs. Wadhwani and Trivedi for real estate in
Chennai, India incorporated by reference to Exhibit 10.14 to Annual
Report on Form 10-K for the year ended December 31, 1998.
10.15 Lease Agreement dated April 1, 1996 by and between Scott Systems
Private Limited and Messrs. Wadhwani and Trivedi for real estate in
Bombay, India is incorporated by reference from Exhibit 10.12 to
iGate Capital Corporation's Registration Statement on Form S-1,
Commission File No. 333-4169, filed on November 19, 1996.
10.16 Lease Agreement dated April 1, 1996 by and between Scott Systems
Private Limited and Sunil Wadhwani for real estate in Bombay,
India is incorporated by reference from Exhibit 10.13 to iGate
Capital Corporation's Registration Statement on Form S-1, Commission
File No. 333-14169, filed on November 19, 1996.
10.17 Lease Agreement dated April 1, 1996 by and between Scott Systems
Private Limited and Ashok Trivedi for real estate in Bombay, India
is incorporated by reference from Exhibit 10.14 to Mastech
Corporation's Registration Statement on Form S-1, Commission File
No. 333-14169, filed on November 19, 1996.
10.18 Lease Agreement dated April 18, 1998 by and between Scott Systems
Private Limited and Messrs. Wadhwani and Trivedi for real estate in
Mumbai, India incorporated by reference to Exhibit 10.18 to Annual
Report on Form 10-K for the year ended December 31, 1998.
10.19 Lease Agreement dated April 18, 1998 by and between Scott Systems
Private Limited and Messrs. Wadhwani and Trivedi for real estate in
Mumbai, India incorporated by reference to Exhibit 10.19 to Annual
Report on Form 10-K for the year ended December 31, 1998.
10.20 Stock Purchase Agreement by and between the Company and Messrs.
Wadhwani and Trivedi for Their shares of Mascot Systems Private
Limited (incorporated by reference to Exhibit 10.20 on Form S-1
of iGate Capital Corporation, Commission File No. 333-14169,
filed on November 19, 1996).
10.21 Agreement and Plan of Merger by and between the Company and SWAT
Systems is incorporated by reference from Exhibit 10.15 to iGate
Capital Corporation's Registration Statement on Form S-1,
Commission File No. 333-14169, filed on November 19, 1996.
10.22 Form of S-corporation Revocation, Tax Allocation and
Indemnification Agreement is incorporated by reference from
Exhibit 10.17 to iGate Capital Corporation's Registration
Statement on Form S-1, Commission File No. 333-14169, filed on
November 19, 1996.
10.23 Credit Agreement dated December 3, 1998 between the Company and
PNC Bank, National
Association incorporated by reference to Exhibit 10.23 to Annual
Report on Form 10-K for the year ended December 31, 1998.
10.24 Sublease Agreement dated February 10, 1995 by and between
Westinghouse Electric Corporation and the Company for the
Company's Oakdale, PA headquarters, as amended by amendment
dated March 20, 1996 is incorporated by reference from Exhibit
10.19 to iGate Capital Corporation's Registration Statement on
Form S-1, Commission File No. 333-14169, filed on November 19,
1996.
10.25 Lease Agreement dated October 14, 1998 by and between Park Ridge
One Associates and the Company for office space located in Park
Ridge Office Center near Pittsburgh, Pennsylvania incorporated by
reference to Exhibit 10.25 to Annual Report on Form 10-K for the
year ended December 31, 1998.
10.26 Form of Capital Contribution Agreement by and among the Company,
Sunil Wadhwani, Ashok Trivedi and their respective family trusts
is incorporated by reference from Exhibit 10.21 to iGate Capital
Corporation's Registration Statement on Form S-1, Commission File
No. 333-14169, filed on December 16, 1996.
EXHIBIT INDEX DESCRIPTION OF EXHIBIT
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3.3 Amended and Restated Articles of Incorporation of Mastech Corporation
23.0 Report of Independent Public Accountants on Financial Statement Schedule
23.1 Consent of Independent Public Accountants
24.1 Power of Attorney
27.1 Financial Data Schedule
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* Management compensatory plan or arrangement