<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
------------- ----------------
COMMISSION FILE NUMBER 0-26970
------------------------
METAMOR WORLDWIDE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 76-0407849
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
4400 POST OAK PARKWAY, SUITE 1100
HOUSTON, TEXAS 77027
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(ZIP CODE)
(713) 548-3400
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO
----- -----
AS OF AUGUST 10, 1998, THE COMPANY HAD 32,713,660 SHARES OF COMMON
STOCK, PAR VALUE $0.01 PER SHARE, AND 354,488 SHARES OF CLASS B (NON-VOTING)
COMMON STOCK, PAR VALUE $0.01 PER SHARE, OUTSTANDING.
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<PAGE> 2
METAMOR WORLDWIDE, INC. AND SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements 3
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 10
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 16
Item 6. Exhibits and Reports on Form 8-K 16
</TABLE>
2
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
METAMOR WORLDWIDE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(dollars in thousands)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1998 1997
------------ ------------
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 13,782 $ 6,905
Accounts receivable, net of allowance of $3,809 and $1,274 184,186 129,360
Prepaid expenses and other 6,656 9,102
Deferred income taxes and other 521 620
--------- ---------
Total current assets 205,145 145,987
Net Assets Held for Sale 185,477 161,007
Fixed Assets, net 29,127 19,120
Intangible Assets, net of accumulated amortization of $12,575 and $8,421 361,092 243,792
Investments and Other 13,257 7,351
--------- ---------
Total Assets $ 794,098 $ 577,257
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term debt $ 95 $ 259
Accounts payable 28,926 19,920
Payroll and related taxes 29,804 12,423
Amounts due sellers of acquired businesses -- 25,128
Other 7,894 5,898
--------- ---------
Total current liabilities 66,719 63,628
Long-term Debt, net of current maturities 419,707 246,883
Deferred Income Taxes and Other 6,532 4,149
Commitments and Contingencies
Stockholders' Equity:
Preferred stock, par value $.01; 5,000,000 shares authorized;
none issued
Common stock, par value $.01 --
Common Stock - 100,000,000 shares authorized;
33,279,085 and 32,531,625 shares issued 333 325
Class B (non-voting) - 3,000,000 shares authorized;
354,488 and 440,749 shares issued 4 4
Additional paid-in capital 234,900 215,334
Retained earnings 67,482 48,570
Cumulative translation adjustment (1,027) (550)
--------- ---------
301,692 263,683
--------- ---------
Less - 684,000 shares of common stock in treasury, at cost (188) (188)
Less - notes receivable from stockholders (297) (787)
Less - deferred compensation (67) (111)
--------- ---------
Total stockholders' equity 301,140 262,597
--------- ---------
Total Liabilities and Stockholders' Equity $ 794,098 $ 577,257
========= =========
</TABLE>
See notes to unaudited consolidated financial statements.
3
<PAGE> 4
METAMOR WORLDWIDE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------ -------------------------
1998 1997 1998 1997
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Revenues from Services $ 210,515 $ 126,474 $ 393,340 $ 229,356
Cost of Services 140,138 89,920 264,416 165,578
--------- --------- --------- ---------
Gross Profit 70,377 36,554 128,924 63,778
Operating Costs and Expenses:
Selling, general and administrative 47,047 24,936 86,267 44,597
Depreciation and amortization 4,049 2,086 7,433 3,502
--------- --------- --------- ---------
51,096 27,022 93,700 48,099
--------- --------- --------- ---------
Operating Income 19,281 9,532 35,224 15,679
Other Income (Expense):
Interest expense (4,617) (1,935) (8,564) (3,147)
Other, net 145 (134) 124 (265)
--------- --------- --------- ---------
(4,472) (2,069) (8,440) (3,412)
--------- --------- --------- ---------
Income from Continuing Operations before
Income Taxes 14,809 7,463 26,784 12,267
Provision for Income Taxes 6,220 3,135 11,250 5,153
--------- --------- --------- ---------
Income from Continuing Operations 8,589 4,328 15,534 7,114
Income from Discontinued Operations, less applicable
income taxes 1,516 3,079 3,378 6,048
--------- --------- --------- ---------
Net Income $ 10,105 $ 7,407 $ 18,912 $ 13,162
========= ========= ========= =========
Earnings per Common Share:
Basic --
Income from Continuing Operations $ 0.26 $ 0.13 $ 0.48 $ 0.22
Income from Discontinued Operations 0.05 0.10 0.10 0.19
--------- --------- --------- ---------
Net Income $ 0.31 $ 0.23 $ 0.58 $ 0.41
========= ========= ========= =========
Diluted --
Income from Continuing Operations $ 0.26 $ 0.13 $ 0.47 $ 0.22
Income from Discontinued Operations 0.04 0.10 0.10 0.19
--------- --------- --------- ---------
Net Income $ 0.30 $ 0.23 $ 0.57 $ 0.41
========= ========= ========= =========
</TABLE>
See notes to unaudited consolidated financial statements.
4
<PAGE> 5
METAMOR WORLDWIDE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
------------------------
1998 1997
---------- ----------
<S> <C> <C>
Cash Flows from Operating Activities:
Net income $ 18,912 $ 13,162
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization 9,971 5,651
Amortization of debt costs and discount on convertible notes 2,674 53
Amortization of deferred compensation 44 80
Deferred income tax provision 204 1,122
Self-insurance reserve (1,406) (997)
Provision for doubtful accounts 2,535 1,546
Other (222) --
Changes in assets and liabilities net of effects of acquisitions:
Accounts receivable (41,120) (34,226)
Prepaid expenses and other 7,065 (6,769)
Accounts payable 4,560 (5,681)
Accrued liabilities (11,088) 4,661
--------- ---------
Net cash used in operating activities (7,871) (21,398)
--------- ---------
Cash Flows from Investing Activities:
Cash paid for acquisitions, net of cash acquired (150,077) (65,300)
Capital expenditures (16,286) (17,517)
Investment in affiliates (6,000) (1,250)
Proceeds from sale of physical therapy staffing business -- 2,500
Payments received on stockholders' notes 490 --
Other 648 (1,912)
--------- ---------
Net cash used in investing activities (171,225) (83,479)
--------- ---------
Cash Flows from Financing Activities:
Net proceeds from issuance of long-term debt 170,092 109,374
Payments on long-term debt (305) (218)
Net proceeds from sale of common stock 5,678 1,651
--------- ---------
Net cash provided by financing activities 175,465 110,807
--------- ---------
Net increase (decrease) in cash and cash equivalents (3,631) 5,930
Cash and cash equivalents at beginning of period 13,374 6,521
--------- ---------
Cash and cash equivalents at end of period $ 9,743 $ 12,451
========= =========
Cash paid during the periods for:
Interest, net of amounts capitalized $ 5,000 $ 4,853
Income taxes $ 11,526 $ 10,130
</TABLE>
See notes to unaudited consolidated financial statements.
5
<PAGE> 6
METAMOR WORLDWIDE, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. GENERAL
The consolidated financial statements of Metamor Worldwide, Inc. and
its wholly-owned subsidiaries (the "Company") included herein have been prepared
without audit pursuant to the rules and regulations of the Securities and
Exchange Commission. Accordingly, certain information and disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been omitted. The Company believes that the
presentations and disclosures herein are adequate to make the information not
misleading. The consolidated financial statements reflect all adjustments
(consisting of normal recurring adjustments) necessary for a fair presentation
of the interim periods.
The results of operations for the interim periods are not necessarily
indicative of the results of operations to be expected for the full year. These
consolidated financial statements should be read in conjunction with the
Company's audited consolidated financial statements included in its Annual
Report on Form 10-K for the year ended December 31, 1997.
2. DISCONTINUED OPERATIONS
In March 1998, the Company's management and board of directors approved
a plan to sell its staffing services business. Accordingly, net assets and
operating results of this business (including prior periods) are reflected in
the accompanying consolidated financial statements as discontinued operations.
On July 8, 1998, the Company completed the sale of this business (see Note 8).
Income from discontinued operations includes an allocation of interest
expense. Interest expense of $1.3 million and $0.9 million for the three months
ended June 30, 1998 and 1997, respectively, and interest expense of $2.9 million
and $1.9 million for the six months ended June 30, 1998 and 1997, respectively,
was allocated to discontinued operations based on its share of consolidated net
assets. Net assets of the discontinued operations consist primarily of accounts
receivable, fixed assets, intangibles and liabilities to be assumed.
3. INCOME TAXES
The Company follows the liability method of accounting for income
taxes. Under this method, deferred income tax assets and liabilities are
determined based on differences between the financial statement and income tax
bases of assets and liabilities using enacted tax rates in effect for the year
in which the differences are expected to reverse. The Company's interim
provisions for income taxes were computed using its estimated effective tax rate
for the year.
4. ACQUISITIONS
During the six months ended June 30, 1998, the Company acquired eight
information technology ("IT") solutions and two IT project support businesses.
Summary information on these acquisitions, including a brief description of the
material acquisitions, follows. All acquisitions made by the Company have been
accounted for using the purchase method of accounting. Accordingly, the results
of operations of the acquired businesses are included in the Company's
consolidated results of operations from the date of acquisition.
<TABLE>
<S> <C>
Purchase consideration (in thousands):
Cash paid $ 154,176
Fair value of common stock issued 13,896
Liabilities assumed 9,714
----------
Fair value of assets acquired (including intangibles) $ 177,786
==========
</TABLE>
6
<PAGE> 7
METAMOR WORLDWIDE, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
In January 1998, the Company acquired Sage I.T. Partners, Inc., a
California-based IT solutions business, for $11.0 million and Dynamic Data
Solutions, Inc., a Minnesota-based IT solutions business, for $30.4 million. In
March 1998, the Company acquired Applied Integration Services, Inc., an
Ohio-based IT solutions business, for $21.0 million. In April 1998, the Company
acquired NDC Group, Inc., a Virginia-based IT solutions business, for $6.6
million and 308,793 shares of common stock.
In certain transactions, the sellers of the acquired businesses are
entitled to contingent consideration ("Earnouts") based on the post-acquisition
increase in earnings before interest and taxes ("EBIT"), as defined. During the
six months ended June 30, 1998, Earnouts of $25.1 million were paid to sellers.
At June 30, 1998, the maximum contractual amount of Earnouts based on future
increases in EBIT totaled $237.9 million. The payment of any contingent
consideration will increase goodwill.
The following results of operations have been prepared assuming the
acquisitions made through June 30, 1998 occurred as of the beginning of the
periods presented. The pro forma operating results are not necessarily
indicative of future operating results nor of results that would have occurred
had the acquisitions been consummated as of the beginning of the periods
presented.
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
------------------------------
1998 1997
----------- ----------
(in thousands, except
per share amounts)
<S> <C> <C>
Revenues $ 419,164 $ 311,633
Net income $ 19,468 $ 15,839
Earnings per common share:
Basic $ 0.60 $ 0.49
========== ==========
Diluted $ 0.59 $ 0.49
========== ==========
</TABLE>
5. LONG-TERM DEBT
Under its Senior Credit Agreement (the "Senior Credit Agreement"), the
Company may borrow the lesser of $335 million or 3.5 times Pro Forma Adjusted
EBITDA (earnings before interest, income taxes, depreciation and amortization of
all acquired businesses for the preceding twelve-month period). The Company may
request that the commitment be raised to $400 million. The agreement contains
certain covenants which, among other things, limit total debt to 5.25 times Pro
Forma Adjusted EBITDA, limit the payment of dividends and require the
maintenance of certain financial ratios. The agreement is secured by a pledge of
the stock of the Company's material subsidiaries.
As of June 30, 1998, the Company had outstanding borrowings under the
Senior Credit Agreement of $227.4 million and remaining availability (after
deducting outstanding letters of credit of $10.3 million) of $97.3 million.
Borrowings under the Senior Credit Agreement bear interest, at the Company's
option, at LIBOR or the bank's base rate, plus the applicable margin. The
weighted average interest rate at June 30, 1998 was 7.00%.
7
<PAGE> 8
METAMOR WORLDWIDE, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
6. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings
per share (in thousands, except per share amounts):
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------------- ---------------------------
1998 1997 1998 1997
---------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Numerator:
Net income $ 10,105 $ 7,407 $ 18,912 $ 13,162
========== =========== ========== ===========
Numerator for basic and diluted earnings per share -
income available to common stockholders $ 10,105 $ 7,407 $ 18,912 $ 13,162
========== =========== ========== ===========
Denominator:
Denominator for basic earnings per share -
weighted-average shares 32,835 32,046 32,605 32,012
Effect of dilutive securities:
Stock options 708 409 657 438
--------- ---------- --------- ----------
Denominator for diluted earnings per share - adjusted
weighted-average shares and assumed conversions 33,543 32,455 33,262 32,450
========= ========== ========= ==========
Basic earnings per share $ 0.31 $ 0.23 $ 0.58 $ 0.41
========= ========== ========= ==========
Diluted earnings per share $ 0.30 $ 0.23 $ 0.57 $ 0.41
========= =========== ========= ===========
</TABLE>
Options to purchase 62,367 and 877,550 shares of common stock were
outstanding for the three months ended June 30, 1998 and 1997, respectively, and
options to purchase 88,494 and 849,550 shares of common stock were outstanding
for the six months ended June 30, 1998 and 1997, respectively, but were not
included in the computation of diluted earnings per share because the exercise
prices of these options were greater than the average market price of the common
shares. The effects of the conversion of the 2.94% convertible subordinated
notes were also antidilutive.
7. COMPREHENSIVE INCOME
As of January 1, 1998, the Company adopted Statement No. 130,
"Reporting Comprehensive Income" ("FAS 130"). FAS 130 establishes new rules for
the reporting and display of comprehensive income and its components; however,
the adoption of FAS 130 had no impact on the Company's net income or
stockholders' equity. FAS 130 requires unrealized gains or losses on the
Company's foreign currency translation adjustments, which prior to adoption were
reported separately in stockholders' equity, to be included in other
comprehensive income. Prior year financial statements have been reclassified to
conform to the requirements of FAS 130.
The components of comprehensive income, net of related tax, are as
follows (in thousands):
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
-----------------------------
1998 1997
--------- ----------
<S> <C> <C>
Net income $ 18,912 $ 13,162
Foreign currency translation adjustments (477) -
-------- ---------
Comprehensive income $ 18,435 $ 13,162
======== =========
</TABLE>
8
<PAGE> 9
METAMOR WORLDWIDE, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The components of accumulated other comprehensive income, net of
related tax, are as follows (in thousands):
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1998 1997
---------------- ----------------
<S> <C> <C>
Foreign currency translation adjustments $ 1,027 $ 550
</TABLE>
8. SUBSEQUENT EVENTS
On July 8, 1998, the Company completed the sale of its staffing
services business. The estimated after-tax proceeds of approximately $200
million were used to repay all outstanding borrowings under the Senior Credit
Agreement. The estimated after-tax gain on the sale will be recognized in the
third quarter of 1998.
9
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the
Company's Consolidated Financial Statements.
INTRODUCTION
Through June 30, 1998, the Company had completed 45 acquisitions,
including 30 information technology ("IT") services businesses and 12 staffing
services businesses. All acquisitions completed by the Company have been
accounted for under the purchase method of accounting and, accordingly, the
historical Consolidated Financial Statements of the Company include the
operating results of the acquired businesses from the date of acquisition. In
March 1998, the Company's management and board of directors approved a plan to
sell its staffing services business and the Company completed the sale on July
8, 1998. The financial results of that business are presented as discontinued
operations.
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 1998
COMPARED WITH THE THREE MONTHS ENDED JUNE 30, 1997
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
1998 1997
------------- ------------
<S> <C> <C>
Revenues $ 210,515 $ 126,474
Gross profit $ 70,377 $ 36,554
EBITDA (1) $ 23,475 $ 11,484
Operating income $ 19,281 $ 9,532
Income from continuing operations $ 8,589 $ 4,328
Income from discontinued operations 1,516 3,079
------------ ------------
Net income $ 10,105 $ 7,407
============ ============
Earnings per common share:
Basic - -
Income from continuing operations $ 0.26 $ 0.13
Income from discontinued operations 0.05 0.10
------------ ------------
Net income $ 0.31 $ 0.23
============ ============
Diluted - -
Income from continuing operations $ 0.26 $ 0.13
Income from discontinued operations 0.04 0.10
------------ ------------
Net income $ 0.30 $ 0.23
============ ============
</TABLE>
(1) EBITDA means earnings before interest, income taxes, depreciation
and amortization. EBITDA is a widely accepted financial indication of
a company's ability to service and incur debt. EBITDA should not be
considered as an alternative to earnings (loss) as an indicator of
the Company's operating performance or to cash flows as a measure of
liquidity. In evaluating EBITDA, the Company believes that users
should consider, among other things, the components of EBITDA such as
revenues and operating expenses and the amount by which EBITDA
exceeds capital expenditures and other charges.
10
<PAGE> 11
SUMMARY. Income from continuing operations was $8.6 million, or $0.26
per share, compared with $4.3 million, or $0.13 per share, for the second
quarter of 1997. Revenues from continuing operations for the quarter increased
66.4% to $210.5 million, up from $126.5 million in the second quarter of 1997.
The improvement reflected an internal growth rate of 33.6%, as well as the
effects of acquisitions made after the second quarter of 1997. Since June 30,
1997, the Company has acquired 14 IT services businesses.
Gross margin for the quarter was 33.4% compared with 28.9% for 1997.
The expansion in gross margin reflected the shift in mix toward higher-margin IT
solutions and margin improvement on project support services. The IT solutions
unit accounted for 25.6% of the Company's revenues, up from 9.5% in the second
quarter of 1997.
EBITDA increased 104.4% to $23.5 million, up from $11.5 million in the
second quarter of 1997. EBITDA margin for the current quarter was 11.2% compared
with 9.1% for 1997. Operating income from continuing operations increased 102.3%
to $19.3 million, up from $9.5 million in the second quarter of 1997. The
operating margin for the current quarter was 9.2% compared with 7.5% for the
second quarter of 1997. The higher margins reflected the favorable business mix
shift, partially offset by personnel additions and investments in infrastructure
to support the growth of the Company.
OPERATING COSTS AND EXPENSES. Selling, general and administrative
("SG&A") expenses for the second quarter of 1998 totaled $47.0 million, compared
with $24.9 million for the second quarter of 1997. The increase in SG&A expenses
primarily related to (i) the effects of the acquisitions, (ii) internal growth
of the operating companies post-acquisition, (iii) investments made to improve
infrastructure and to develop technical practices and (iv) higher expenses at
the corporate level to support the growth of the Company.
Depreciation totaled $1.7 million and $0.8 million for the second
quarter of 1998 and 1997, respectively. The increase primarily related to the
fixed assets of the businesses acquired and, to a lesser extent, capital
expenditures. Amortization of $2.3 million and $1.3 million for the second
quarter of 1998 and 1997, respectively, related to amortization of intangible
assets of the acquired businesses.
NON-OPERATING COSTS AND EXPENSES. Interest expense totaled $5.9 million
and $2.9 million for the second quarter of 1998 and 1997, respectively. The
increase primarily related to borrowings for acquisitions. Interest expense was
allocated between continuing operations and discontinued operations based on net
assets of the business units. Interest expense from continuing operations for
the current quarter totaled $4.6 million compared with $1.9 million for 1997.
PROVISION FOR INCOME TAXES. The provision for income taxes from
continuing operations for the current quarter was $6.2 million, compared with
$3.1 million for 1997. The Company's effective tax rate of 42.0% includes the
effects of state income taxes and the portion of goodwill amortization not
deductible for federal income tax purposes.
INCOME FROM CONTINUING OPERATIONS. Due to the factors described above,
income from continuing operations for 1998 was $8.6 million (4.1% of revenues)
compared with $4.3 million (3.4% of revenues) for 1997.
INCOME FROM DISCONTINUED OPERATIONS. Income from discontinued
operations, net of applicable income taxes, for the second quarter of 1998 was
$1.5 million, or $1.6 million below 1997. The reduction in income related to
higher SG&A expenses and interest.
11
<PAGE> 12
SIX MONTHS ENDED JUNE 30, 1998
COMPARED WITH THE SIX MONTHS ENDED JUNE 30, 1997
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
1998 1997
------------- ------------
<S> <C> <C>
Revenues $ 393,340 $ 229,356
Gross profit $ 128,924 $ 63,778
EBITDA $ 42,781 $ 18,916
Operating income $ 35,224 $ 15,679
Income from continuing operations $ 15,534 $ 7,114
Income from discontinued operations 3,378 6,048
------------ ------------
Net income $ 18,912 $ 13,162
============ ============
Earnings per common share:
Basic - -
Income from continuing operations $ 0.48 $ 0.22
Income from discontinued operations 0.10 0.19
------------ ------------
Net income $ 0.58 $ 0.41
============ ============
Diluted - -
Income from continuing operations $ 0.47 $ 0.22
Income from discontinued operations 0.10 0.19
------------ ------------
Net income $ 0.57 $ 0.41
============ ============
</TABLE>
SUMMARY. Income from continuing operations was $15.5 million, or $0.47
per share, compared with $7.1 million, or $0.22 per share, for the first six
months of 1997. Revenues from continuing operations for the first six months
increased 71.5% to $393.3 million, up from $229.4 million in the first six
months of 1997. The improvement reflected an internal growth rate of 34.5%, as
well as the effects of acquisitions made after the first six months of 1997.
During the first six months of 1998, the Company acquired 10 IT services
businesses.
Gross margin for the first six months was 32.8% compared with 27.8% for
1997. The expansion in gross margin reflected the shift in mix toward
higher-margin IT solutions and margin improvement on project support services.
The IT solutions unit accounted for 23.4% of the Company's revenues, up from
5.3% in the first six months of 1997.
EBITDA increased 126.2% to $42.8 million, up from $18.9 million in the
first six months of 1997. EBITDA margin for the first six months of 1998 was
10.9% compared with 8.2% for 1997. Operating income from continuing operations
increased 124.7% to $35.2 million, up from $15.7 million in the first six months
of 1997. The operating margin for the first six months was 9.0% compared with
6.8% for the first six months of 1997. The higher margins reflected the
favorable business mix shift, partially offset by personnel additions and
investments in infrastructure to support the growth of the Company.
OPERATING COSTS AND EXPENSES. SG&A expenses for the first six months of
1998 totaled $86.3 million, compared with $44.6 million for the first six months
of 1997. The increase in SG&A expenses primarily related to (i) the effects of
the acquisitions, (ii) internal growth of the operating companies
post-acquisition, (iii) investments made to improve infrastructure and to
develop technical practices and (iv) higher expenses at the corporate level to
support the growth of the Company.
12
<PAGE> 13
Depreciation totaled $3.1 million and $1.3 million for the first six
months of 1998 and 1997, respectively. The increase primarily related to the
fixed assets of the businesses acquired and, to a lesser extent, capital
expenditures. Amortization totaled $4.3 million and $2.2 million for the first
six months of 1998 and 1997, respectively, which primarily related to
amortization of intangible assets of the acquired businesses.
NON-OPERATING COSTS AND EXPENSES. Interest expense totaled $11.5
million and $5.1 million for the first six months of 1998 and 1997,
respectively. The increase primarily related to borrowings for acquisitions.
Interest expense was allocated between continuing operations and discontinued
operations based on net assets of the business units. Interest expense from
continuing operations totaled $8.6 million and $3.1 million for the six months
ended June 30, 1998 and 1997, respectively.
PROVISION FOR INCOME TAXES. The provision for income taxes from
continuing operations for the first six months of 1998 was $11.2 million,
compared with $5.2 million for 1997. The Company's effective tax rate of 42.0%
includes the effects of state income taxes and the portion of goodwill
amortization not deductible for federal income tax purposes.
INCOME FROM CONTINUING OPERATIONS. Due to the factors described above,
income from continuing operations for the first six months of 1998 was $15.5
million (3.9% of revenues) compared with $7.1 million (3.1% of revenues) for
1997.
INCOME FROM DISCONTINUED OPERATIONS. Income from discontinued
operations, net of applicable income taxes, for the first six months of 1998 was
$3.4 million, or $6.0 million below 1997. The reduction in income related to
higher SG&A expenses and interest.
LIQUIDITY AND CAPITAL RESOURCES
The Company's capital requirements have principally related to the
acquisition of businesses, working capital needs and capital expenditures. These
requirements have been met through a combination of bank debt, issuances of
securities and internally generated funds.
During the first six months of 1998, the Company made cash payments for
acquisitions of $150.1 million, which included $25.1 million of post-closing
consideration ("Earnouts") paid to sellers based on the post-acquisition
increase in earnings before interest and taxes ("EBIT"), as defined. Remaining
Earnouts on businesses acquired to date are capped at $237.9 million and, based
on current growth rates and operating trends, the Company estimates that actual
Earnout payments will approximate $60 million for each of the next two years.
These Earnouts, which are based on the increase in EBIT in 1998 and 1999 over
EBIT of the preceding year, generally will be paid in the quarter following the
measurement period. No material Earnouts remain to be paid during 1998.
Capital expenditures totaled $16.3 million and $17.5 million for the
six months ended June 30, 1998 and 1997, respectively. The majority of these
expenditures related to (i) the development of an integrated front and back
office information system for the staffing services business, which was included
with the sale of that business, (ii) the roll-out of proprietary software to the
staffing services branches and (iii) furniture, fixtures and equipment for new
offices. The Company expects to fund future expenditures primarily with
borrowings under its Senior Credit Agreement and cash flows from operations.
The Company had working capital of $138.4 million and $82.4 million at
June 30, 1998 and December 31, 1997, respectively. The Company had cash and cash
equivalents of $13.8 million and $6.9 million at June 30, 1998, and December 31,
1997, respectively. The Company's operating cash flows and working capital
requirements are significantly affected by the timing of payroll and the receipt
of payment from the customer. Generally, the Company pays its IT consultants
semi-monthly and receives payments from customers within 30 to 80 days from the
date of invoice. Cash flows used in operating activities were $(7.9) million and
$(21.4) million for the six months ended June 30, 1998 and 1997, respectively.
The cash flows used in operating activities reflect
13
<PAGE> 14
increases in accounts receivable primarily related to the high internal growth
rate of the Company and the timing of payments from large customers.
Under terms of the Company's Senior Credit Agreement, the Company may
borrow under its revolving credit facility the lesser of $335 million or 3.5
times Pro Forma Adjusted EBITDA (earnings before interest, income taxes,
depreciation and amortization of all acquired companies for the preceding
twelve-month period). Borrowings under the facility bear interest, at the
Company's option, at LIBOR or the bank's base rate, plus the applicable margin.
The Senior Credit Agreement contains covenants which, among other things, limit
total debt to 5.25 times Pro Forma Adjusted EBITDA, limit the payment of
dividends and require the maintenance of certain financial ratios.
As of June 30, 1998, the Company had outstanding borrowings under the
Senior Credit Agreement of $227.4 million and remaining availability (after
deducting outstanding letters of credit of $10.3 million) of $97.3 million. The
weighted average interest rate of the Company's outstanding borrowings under the
Senior Credit Agreement was 7.00% at June 30, 1998. On July 8, 1998, the Company
sold its staffing services business. The estimated after-tax proceeds of
approximately $200 million were used to repay outstanding borrowings under the
Senior Credit Agreement.
On August 15, 1997, the Company sold $230 million of 2.94% convertible
subordinated notes due 2004. The notes were issued at an original price of
83.991% of the principal amount at maturity. The notes are convertible into
common stock of the Company at a conversion rate of 23.7397 shares per $1,000
note. The notes are redeemable by the Company, in whole or in part, after August
18, 2000, at a redemption price equal to the original price of the note plus
accrued original issue discount. At June 30, 1998, the carrying value of the
notes was $192.1 million.
On June 24, 1997, the Company entered into a three-year interest rate
swap agreement to reduce a portion of its interest rate exposure on borrowings
under the Senior Credit Agreement. Under terms of this agreement, the Company
will pay the counterparty 6.05% on notional principal of $25.0 million and the
counterparty will pay the Company interest at a variable rate based on LIBOR.
The Company's acquisition program will require significant additional
capital resources. The Company intends to seek additional capital as necessary
to fund such acquisitions through one or more funding sources that may include
borrowings under the Senior Credit Agreement or the issuance of equity
securities. Cash flows from operations, to the extent available, may also be
used to fund acquisitions. Although management believes that the Company will be
able to obtain sufficient capital to fund acquisitions, there can be no
assurance that such capital will be available to the Company at the time it is
required or on terms acceptable to the Company.
SEASONALITY
The Company's quarterly operating results are affected primarily by the
number of billing days in the quarter and the seasonality of its customers'
businesses. Demand for services in the IT services business is typically lower
during the first quarter until customers' operating budgets are finalized and
the profitability of the Company's salaried technical consultants is lower in
the fourth quarter due to fewer billing days because of the higher number of
holidays and vacation days.
INFLATION
The effects of inflation on the Company's operations were not
significant during the periods presented in the financial statements.
STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This Form 10-Q contains forward-looking statements and information that
are based on management's
14
<PAGE> 15
beliefs, as well as assumptions made by, and information currently available to,
management. When used in this document, the words "believe," "anticipate,"
"estimate," "project," "expect," and similar expressions are intended to
identify forward-looking statements. Although the Company believes that the
expectations reflected in such forward-looking statements are reasonable, it can
give no assurance that such expectations will prove to have been correct. Such
statements are subject to certain risks, uncertainties and assumptions. Should
one or more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those
anticipated, estimated, projected or expected. Among the key factors that may
have a direct bearing on the Company's operating results are fluctuations in the
economy, the degree and nature of competition, demand for the Company's
services, and the Company's ability to acquire businesses that are accretive to
earnings, to integrate the operations of acquired businesses, to recruit and
place temporary professionals, to expand into new markets, to complete fixed
price agreements in accordance with their terms and to maintain profit margins
in the face of pricing pressures. In addition, important factors that could
cause results to differ materially are set forth under the caption "Risk
Factors" in the Company's Annual Report on Form 10-K for the year ended December
31, 1997.
15
<PAGE> 16
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
SPECIAL MEETING OF STOCKHOLDERS HELD MARCH 19, 1998
A Special Meeting of Stockholders was held on March 19, 1998 to obtain
stockholder approval of an amendment (the "Amendment") to the Company's
Certificate of Incorporation to change the name of the Company to Metamor
Worldwide, Inc. Proxies were solicited pursuant to Regulation 14 under the
Securities Exchange Act of 1934 (the "Exchange Act") and there was no
solicitation in opposition to such Amendment. Of the 31,898,758 shares of record
as of February 16, 1998, 29,215,692 were voted at the meeting in person or by
proxy. The Amendment was approved by the stockholders with 29,081,269 voting for
the Amendment, 68,664 voting against and 65,422 abstaining from voting. There
were 337 shares unvoted.
ANNUAL MEETING OF STOCKHOLDERS HELD MAY 19, 1998
At the Annual Meeting of Stockholders held on May 19, 1998, there were
five matters submitted to a vote of stockholders. The first matter was the
election of Class III directors as set forth in the Company's Proxy Statement
relating to the meeting. With respect to such election, proxies were solicited
pursuant to Regulation 14 under the Exchange Act and there was no solicitation
in opposition to such nominees. Of the Company's 32,066,622 shares of record on
April 8, 1998, 27,042,807 were voted at the meeting in person or by proxy. The
following number of votes were cast as to the Class III Director nominees:
Charles H. Cotros, 26,988,752 votes for and 54,055 votes withheld; Donald J.
Edwards, 26,988,752 votes for and 54,055 votes withheld; and Austin P.
Young, 26,988,752 votes for and 54,055 votes withheld.
The second matter submitted was the approval of the amendment to the
Company's Employee Stock Purchase Plan as described in the Proxy Statement
relating to the meeting. The amendment was approved by the stockholders with
26,924,980 voting for approval, 108,030 voting against and 9,797 abstaining from
voting.
The third matter submitted was the approval of the amendment to the
Company's Long-Term Incentive Plan as described in the Proxy Statement relating
to the meeting. The amendment was approved by the stockholders with 14,268,809
voting for approval, 12,763,981 voting against and 10,017 abstaining from
voting.
The fourth matter submitted was the approval of the Executive Annual
Incentive Plan as described in the Proxy Statement relating to the meeting. The
Plan was approved by the stockholders with 26,832,293 voting for approval,
196,626 voting against and 13,888 abstaining from voting.
The fifth matter submitted was the approval and ratification of the
appointment of Ernst & Young LLP as the Company's independent auditors for the
fiscal year ending December 31, 1998. The appointment was approved by the
stockholders with 27,036,863 voting for approval, 4,261 voting against and 1,683
abstaining from voting.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
27
16
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
METAMOR WORLDWIDE, INC.
(REGISTRANT)
Date: August 11, 1998 By: /s/ EDWARD L. PIERCE
------------------------------
Edward L. Pierce
Senior Vice President, Chief Financial
Officer and Assistant Secretary
(Duly Authorized Officer and Principal
Financial Officer)
17
<PAGE> 18
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------- -------------------
27 Financial Data Schedule
18
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 13,782
<SECURITIES> 0
<RECEIVABLES> 187,995
<ALLOWANCES> 3,809
<INVENTORY> 0
<CURRENT-ASSETS> 205,145
<PP&E> 29,127
<DEPRECIATION> 01
<TOTAL-ASSETS> 794,098
<CURRENT-LIABILITIES> 66,719
<BONDS> 419,707
0
0
<COMMON> 337
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 300,803
<SALES> 0
<TOTAL-REVENUES> 393,340
<CGS> 0
<TOTAL-COSTS> 264,416
<OTHER-EXPENSES> 93,700
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8,564
<INCOME-PRETAX> 26,784
<INCOME-TAX> 11,250
<INCOME-CONTINUING> 15,534
<DISCONTINUED> 3,378
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 18,912
<EPS-PRIMARY> 0.57
<EPS-DILUTED> 0.57
</TABLE>
