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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For The Quarter Ended January 31, 1998
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 0-27612
DATA PROCESSING RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
CALIFORNIA 95-3931443
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4400 MACARTHUR BOULEVARD, SUITE 600 92660
NEWPORT BEACH, CA (Zip Code)
(Address of principal executive
offices)
Registrant's telephone number, including area code: (714) 553-1102
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [_]
Number of shares of common stock outstanding as of January 31, 1998 is
11,300,745.
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DATA PROCESSING RESOURCES CORPORATION
INDEX TO CONSOLIDATED FINANCIAL INFORMATION, OTHER INFORMATION
AND SIGNATURE
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I. FINANCIAL INFORMATION..............................................
Item 1.Consolidated Financial Statements..................................
Condensed Consolidated Balance Sheets as of January 31, 1998 and July
31, 1997.............................................................. 3
Condensed Consolidated Statements of Income for the Three and Six
Months Ended January 31, 1998 and 1997................................ 4
Condensed Consolidated Statements of Cash Flows for the Six Months
Ended January 31, 1998 and 1997....................................... 5
Notes to Condensed Consolidated Financial Statements................... 6-8
Item 2.Management's Discussion and Analysis of Financial Condition and Re-
sults of Operations...................................................... 9-12
PART II. OTHER INFORMATION................................................. 13
Item 1.Legal Proceedings.................................................. 13
Item 2.Changes in Securities.............................................. 13
Item 3.Defaults Upon Senior Securities.................................... 13
Item 4.Submission of Matters to Vote of Security Holders.................. 13
Item 5.Other Information.................................................. 14
Item 6.Exhibits and Reports on Form 8-K................................... 14
SIGNATURE.................................................................. 15
</TABLE>
2
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DATA PROCESSING RESOURCES CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
JANUARY 31, JULY 31,
1998 1997
----------- --------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current Assets:
Cash and Cash Equivalents................................ $ 15,295 $ 17,812
Accounts Receivable (net of allowance for doubtful ac-
counts of $640 and $262
as of January 31, 1998 and July 31, 1997, respectively). 28,144 21,839
Prepaid Expenses and Other Current Assets................ 1,940 1,076
-------- --------
Total Current Assets.................................... 45,379 40,727
Property, net............................................. 2,618 1,429
Other Assets.............................................. 413 158
Intangible Assets, net.................................... 97,012 67,973
-------- --------
$145,422 $110,287
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts Payable and Accrued Liabilities................. $ 9,509 $ 9,003
Income Taxes Payable..................................... 219 1,489
Deferred Income Taxes.................................... 55 55
-------- --------
Total Current Liabilities............................... 9,783 10,547
Long-Term Deferred Income Taxes........................... 81 81
Long-Term Debt............................................ 25,500 --
Commitments and Contingencies
Shareholders' Equity:
Preferred Stock; 2,000,000 shares authorized; no shares
issued and outstanding.................................. -- --
Common Stock; 20,000,000 shares authorized; 11,300,745
and 11,013,686 shares
issued and outstanding as of January 31, 1998 and July
31, 1997, respectively.................................. 95,452 90,472
Additional Paid-in Capital............................... 2,676 2,196
Retained Earnings........................................ 11,930 6,991
-------- --------
Total Shareholders' Equity.............................. 110,058 99,659
-------- --------
$145,422 $110,287
======== ========
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
3
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DATA PROCESSING RESOURCES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS
ENDED SIX MONTHS ENDED
JANUARY 31, JANUARY 31,
--------------- -----------------
1998 1997 1998 1997
------- ------- -------- --------
<S> <C> <C> <C> <C>
Revenues..................................... $44,783 $23,777 $ 89,877 $ 43,911
Cost of Professional Services................ 32,610 18,172 65,300 33,606
------- ------- -------- --------
Gross Margin................................ 12,173 5,605 24,577 10,305
Selling, General and Administrative Expenses. 7,920 3,665 15,947 6,518
------- ------- -------- --------
Operating Income............................. 4,253 1,940 8,630 3,787
Interest Income, net......................... 62 124 189 326
------- ------- -------- --------
Income Before Provision for Income Taxes..... 4,315 2,064 8,819 4,113
Provision for Income Taxes................... 1,898 803 3,880 1,604
------- ------- -------- --------
Net Income................................... $ 2,417 $ 1,261 $ 4,939 $ 2,509
======= ======= ======== ========
Net Income per Share--Basic.................. $ 0.22 $ 0.16 $ 0.45 $ 0.33
======= ======= ======== ========
Net Income per Share--Diluted................ $ 0.21 $ 0.16 $ 0.43 $ 0.32
======= ======= ======== ========
Weighted Average Common Shares Outstanding--
Basic....................................... 11,102 7,703 11,068 7,597
======= ======= ======== ========
Weighted Average Common Shares Outstanding--
Diluted..................................... 11,512 8,065 11,484 7,936
======= ======= ======== ========
Supplemental Operating Data:
Earnings before Interest, Taxes and Amortiza-
tion........................................ $ 4,918 $ 2,129 $ 10,049 $ 4,087
======= ======= ======== ========
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
4
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DATA PROCESSING RESOURCES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS
ENDED JANUARY 31,
-----------------------
1998 1997
----------- -----------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
Cash flows from operating activities:
Net income............................................ $ 4,939 $ 2,509
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation....................................... 265 147
Amortization....................................... 1,419 300
Changes in operating assets and liabilities, net of
the effect of acquisitions:
Accounts receivable............................... (3,563) (1,570)
Prepaid expenses and other assets................. (947) (950)
Accounts payable and accrued liabilities.......... 355 559
Income taxes payable.............................. (853) 75
-------- --------
Net cash provided by operating activities........ 1,615 1,070
Cash flows from investing activities:
Cash paid for acquisitions, net of cash acquired...... (28,067) (18,924)
Cash paid for contingent acquisition obligations...... (1,496) --
Cash received under contingent acquisition
obligations.......................................... 112 --
Purchase of property.................................. (891) (373)
-------- --------
Net cash used in investing activities............ (30,342) (19,297)
Cash flows from financing activities:
Proceeds from public offerings of common stock, net... -- 39,054
Proceeds from employee stock purchase plan............ 388 --
Proceeds from the exercise of stock options........... 322 --
Proceeds of line of credit............................ 25,500 --
-------- --------
Net cash provided by financing activities........ 26,210 39,054
-------- --------
Net (decrease) increase in cash........................ (2,517) 20,827
Cash and cash equivalents, beginning of year........... 17,812 21,855
-------- --------
Cash and cash equivalents, end of year................. $ 15,295 $ 42,682
======== ========
Supplemental information -- Cash paid for:
Interest.............................................. $ 47 $ 11
======== ========
Income taxes.......................................... $ 4,894 $ 1,528
======== ========
Supplemental schedule of noncash financing and
investing activities:
Tax benefit of stock options exercised................ $ 418 --
Detail of businesses acquired in purchase
transactions:
Fair value of assets acquired........................ $ 33,718 $ 8,049
Common stock issued in acquisitions.................. (4,333) (4,043)
Cash paid for acquisitions........................... (29,746) (18,924)
-------- --------
Liabilities (relieved) assumed ...................... $ (361) $ 1,188
======== ========
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
5
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DATA PROCESSING RESOURCES CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 1998 AND 1997
1. GENERAL
Business
Data Processing Resources Corporation (the Company) is a leading multi-
regional specialty staffing company providing information technology services
to a diverse group of corporate clients.
Interim Financial Data
The interim financial data as of January 31, 1998 and for the three and six
months ended January 31, 1998 and 1997 is unaudited. The information reflects
all adjustments, consisting only of normal recurring entries, that, in the
opinion of management, are necessary to present fairly the financial position
and results of operations of the Company for the periods indicated. Results of
operations for the interim periods are not necessarily indicative of the
results of operations for the full fiscal year. For further information refer
to the Company's Annual Report on Form 10-K for the fiscal year ended July 31,
1997, Form 10-Q for the quarter ended October 31, 1997 and the Company's
registration statement on Form S-1 (Registration No. 333-18719) originally
filed with the Securities and Exchange Commission on December 24, 1996, as
amended by Amendment No. 1 to such registration statement filed with the
Securities and Exchange Commission on January 7, 1997. Certain
reclassifications have been made in the condensed consolidated financial
statements to conform amounts previously reported for fiscal year 1997 to the
fiscal year 1998 presentation.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Property--The cost of furniture, fixtures and equipment is depreciated using
straight-line and accelerated methods based on the estimated useful lives of
the related assets, generally five to seven years. Leasehold improvements are
amortized over the lesser of five years or the life of the lease.
Intangible Assets--Intangible assets include goodwill which represents the
excess of cost over fair value of net assets acquired, and is amortized using
the straight-line method over 25 years. Long-lived assets and certain
identifiable intangibles are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. Impairment is determined when the carrying amount of such
asset exceeds the associated undiscounted cash flows.
Revenue Recognition--The Company recognizes revenues as services are
performed.
Income Taxes--The Company provides for income taxes in accordance with
Statement of Financial Accounting Standards No. 109 (SFAS 109). SFAS 109 is an
asset and liability approach that requires the recognition of deferred tax
assets and liabilities for the expected future tax consequences of events that
have been recognized in the Company's consolidated financial statements or tax
returns. In estimating future tax consequences, the Company generally
considers all expected future events other than the enactment of changes in
the tax law or rates.
Recent Accounting Pronouncements--In the second quarter of 1998, the Company
adopted SFAS No. 128, Earnings per Share. Net income per share for fiscal 1997
and interim periods have been restated. The statement establishes standards
for computing and presenting earnings per share (EPS) and applies to entities
with publicly held common stock or potential common stock. This statement
simplifies the standards for computing earnings per share previously found in
Accounting Principles Board ("APB") Opinion No. 15, Earnings per Share, and
makes them comparable to international EPS standards. It replaces the
presentation of primary EPS with a presentation of basic EPS. It also requires
dual presentation of basic and diluted EPS on the face of the income statement
for all entities with complex capital structures and requires a reconciliation
of the numerator and denominator of the basic EPS computation to the numerator
and denominator of the diluted EPS computation.
6
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DATA PROCESSING RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 1998 AND 1997
In February 1997, the FASB issued SFAS No. 129, Disclosure of Information
About Capital Structure. The statement establishes standards for disclosing
information about an entity's capital structure. The disclosure requirements
of SFAS No. 129 are effective for periods ending after December 15, 1997.
Management does not believe that the adoption of SFAS No. 129 will have a
significant impact on its consolidated financial statements.
In June 1997, the FASB issued SFAS No. 130, Reporting Comprehensive Income,
and SFAS No. 131, Disclosures about Segments of an Enterprise and Related
Information. SFAS No. 130 establishes standards for reporting and display of
comprehensive income and its components in a full set of general-purpose
financial statements. SFAS No. 131 establishes standards of reporting by
publicly-held business enterprises and disclosure of information about
operating segments in annual financial statements and, to a lesser extent, in
interim financial reports issued to shareholders. SFAS Nos. 130 and 131 are
effective for the Company beginning in fiscal 1999. As both SFAS Nos. 130 and
131 deal with financial disclosure, the Company does not anticipate the
adoption of these new standards will have a material impact on its financial
position or results of operations.
3. ACQUISITIONS
On January 27, 1998, the Company acquired substantially all of the assets
and assumed certain liabilities of S3G, Inc., a Texas Corporation ("S3G").
Under the terms of the asset purchase agreement, the purchase price was $32.2
million, consisting of $28.2 million in cash and 204,552 shares of DPRC common
stock, valued at approximately $4.0 million. In addition, S3G has the right to
receive certain additional consideration contingent upon S3G's adjusted
earnings before interest and taxes through December 31, 1998.
Prior to July 1997, the Company completed five acquisitions in addition to
the acquisition of the assets of S3G including: the Applications Design and
Development division ("AD&D") of ADD Consulting, Inc., Professional Software
Consultants, Inc. ("PSC"), LEARDATA Info-Services, Inc. ("Leardata"), Computec
International Strategic Resources, Inc. ("Computec") and SelecTech, Inc.
("SelecTech"), collectively, the "Acquisitions". The Acquisitions were
accounted for as purchases. The excess of cost over fair value of net assets
acquired was allocated to goodwill, which is amortized using the straight-line
method over 25 years. An adjustment to the value of common stock issued in
transactions was recorded to reflect the impact of restrictions on disposal of
the stock. The consolidated financial statements of the Company include the
results of operations for each acquired business from the acquisition date.
The unaudited pro forma consolidated statement of income for the six months
ended January 31, 1998 has been prepared by consolidating the statement of
income of DPRC for the six months ended January 31, 1998 with the statement of
income of S3G for the six months ended December 31, 1997.
<TABLE>
<CAPTION>
SIX MONTHS
ENDED JANUARY 31, 1998
----------------------
(IN THOUSANDS,
EXCEPT PER SHARE DATA)
<S> <C>
Pro forma revenues................................... $96,877
Pro forma net income................................. $ 5,536
Pro forma net income per share--basic................ $ 0.49
Pro forma net income per share--diluted.............. $ 0.47
Pro forma weighted average common shares outstand-
ing--basic.......................................... 11,213
Pro forma weighted average common shares outstand-
ing--diluted........................................ 11,689
</TABLE>
Pro forma adjustments have been applied to reflect the purchase of S3G
including the addition of amortization related to the intangible assets
acquired and reduction in interest income and additional interest expense.
7
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DATA PROCESSING RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 1998 AND 1997
The above pro forma financial data is based on management's preliminary
assumptions regarding purchase accounting adjustments for the S3G acquisition
based on currently available information. The final allocation of the purchase
price for the S3G acquisition will be adjusted to the extent that actual
amounts differ from management's estimates.
4. RELATED PARTY TRANSACTIONS
Information Technology Resources, Inc. ("ITR") was formed by the founder of
the Company and certain other persons, including certain former employees of
ITR's client, with the founder owning approximately 75.6% of the outstanding
capital stock. As a result of this arrangement, the Company provides certain
management services to ITR to support its operations, for which the Company
receives a management fee pursuant to a management services agreement.
Effective August 1, 1997 the management service agreement with ITR was
renegotiated to reflect a reduction in the management fee. Management fees
earned by the Company were $243,000 and $570,000 for the six months ended
January 31, 1998 and 1997, respectively. ITR also contracts with the Company
for technical consultants to meet its staffing needs. For the three months
ended January 31, 1998 and 1997, the Company recorded revenues of $1,499,000
and $1,999,000 from billing of ITR technical consultants, respectively.
8
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DATA PROCESSING RESOURCES CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Form 10-Q contains forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended. These forward-
looking statements involve a number of risks and uncertainties, including,
without limitation, the Company's ability to recruit and retain qualified
technical consultants; identify, acquire and integrate suitable acquisition
candidates; obtain sufficient working capital to support such growth; compete
successfully with existing and future competitors; and other factors described
throughout this Form 10-Q, in the Company's Form 10-K for the year ended July
31, 1997 and Form 10-Q for the quarter ended October 31, 1997. The actual
results that the Company achieves may differ materially from any forward-
looking statements due to such risks and uncertainties. Words such as
"believes", "anticipates", "expects", "intends", and similar expressions are
intended to identify forward-looking statements, but are not the exclusive
means of identifying such statements. The Company undertakes no obligation to
revise any forward-looking statements in order to reflect events or
circumstances that may arise after the date of this report. Readers are urged
to carefully review and consider the various disclosures made by the Company
in this report and in the Company's other reports filed with the Securities
and Exchange Commission that attempt to advise interested parties of the risks
and factors that may affect the Company's business, including the risk factors
set forth in the Company's prospectus dated January 21, 1997.
THREE MONTHS ENDED JANUARY 31, 1998 COMPARED TO THREE MONTHS ENDED JANUARY 31,
1997
Revenues. Revenues increased $21.0 million, or 88.3%, to $44.8 million for
the three months ended January 31, 1998 as compared to $23.8 million for the
three months ended January 31, 1997. This increase resulted primarily from the
contribution of revenues from the acquisitions of PSC (acquired in November
1996), Leardata (acquired in January 1997), Computec (acquired in April 1997),
and SelecTech (acquired in July 1997). In addition, recently opened offices
such as Seattle (opened in June 1996), Des Moines (opened in September 1996),
Portland (opened in February 1997), St. Louis (opened in May 1997) and the
Company's locations in California have also contributed to the increase in
revenues. The internal growth rate, excluding the effect of acquisitions
completed in fiscal 1997, for the three months ended January 31, 1998 was
approximately 33.0%. This rate represents increasing improvements from the
approximately 14.0%, 20.0%, 23.0%, 28.0% and 32.0% previously reported as
"internal growth" rates in the first through fourth quarters of fiscal 1997
and the first quarter of fiscal 1998, respectively. The increases were also
due to: (i) new information technology projects; (ii) increased demand in the
networking and communications market; and (iii) a broadening of the types of
services being provided such as network management and desktop services and
Year 2000 Conversions.
Gross Margin. Gross margin increased $6.6 million, or 117.2%, to $12.2
million, for the three months ended January 31, 1998 as compared to $5.6
million for the three months ended January 31, 1997. As a percentage of
revenues, gross margin increased for the three months ended January 31, 1998
to 27.2% as compared to 23.6% for the same period in 1997. This gross margin
percentage improvement reflects higher gross margins from: (i) the
Acquisitions due to their higher mix of salaried consultants; (ii) the opening
of the offices in Seattle, Des Moines and Portland; and (iii) a gross margin
improvement program in existing markets and a change in the mix of service
offerings, with an increased component of higher margin services for the three
months ended January 31, 1998.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased approximately $4.3 million, or 116.1%, to
$7.9 million for the three months ended January 31, 1998, as compared to $3.7
million for the three months ended January 31, 1997. Selling, general and
administrative expenses also increased as a percentage of revenues to 17.7%
for the three months ended January 31, 1998, as compared to 15.4% for the same
period in 1997. This increase primarily resulted from: (i) amortization of
intangible assets related to acquisitions; (ii) investment in additional
management personnel and corporate infrastructure required to support planned
Company growth, particularly sales and recruiting personnel; (iii) costs
9
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related to new office openings; (iv) bad debt expense; and (v) an increase in
management information systems expenses required to support planned Company
growth.
Operating Income. Operating income increased $2.3 million, or 119.2%, to
$4.3 million for the three months ended January 31, 1998 from $1.9 million for
the same period in 1997. As a percentage of revenues, operating income
increased to 9.5% for the three months ended January 31, 1998 as compared to
8.2% for the three months ended January 31, 1997 reflecting the gross margin
improvement offset, in part, by an increase in selling, general and
administrative expenses as a percentage of revenues.
Interest Income, net. The Company had net interest income of $62,000 for the
three months ended January 31, 1998 as compared to $124,000 for the three
months ended January 31, 1997 as a result of the investment of the proceeds of
the Company's January 1997 public offering of common stock in interest-
bearing, investment grade securities, which was offset in part, by cash used
for acquisitions.
Provision for Income Taxes. The Company's effective tax rate increased to
44.0% for the three months ended January 31, 1998 from 38.9% for the three
months ended January 31, 1997. The increase in the effective tax rate is
primarily due to the effect of a full year of nondeductible amortization of
goodwill on certain acquisitions offset by the tax benefit associated with
investment in short-term tax exempt cash equivalents.
SIX MONTHS ENDED JANUARY 31, 1998 COMPARED TO SIX MONTHS ENDED JANUARY 31,
1997
Revenues. Revenues increased $46.0 million, or 104.7%, to $89.9 million for
the six months ended January 31, 1998 as compared to $43.9 million for the six
months ended January 31, 1997. This increase resulted primarily from the
contribution of revenues from the Acquisitions. In addition, recently opened
offices in Seattle, Des Moines, Portland, St. Louis and the Company's
locations in California have also contributed to the increase in revenues. The
revenue increases were also due to: (i) new information technology projects;
(ii) increased demand in the networking and communications market; and (iii) a
broadening of the types of services being provided such as network management
and desktop services and Year 2000 conversions.
Gross Margin. Gross margin increased $14.3 million, or 138.5%, to $24.6
million, for the six months ended January 31, 1998 as compared to $10.3
million for the six months ended January 31, 1997. As a percentage of
revenues, gross margin increased for the six months ended January 31, 1998 to
27.3% as compared to 23.5% for the prior year period. This gross margin
percentage improvement reflects higher gross margins from: (i) the
Acquisitions due to their higher mix of salaried consultants; (ii) the opening
of the office locations in Seattle, Des Moines and Portland; and (iii) the
gross margin improvement program in existing markets and a change in the mix
of service offerings, with an increased component of higher margin services
for the six months ended January 31, 1998.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased approximately $9.4 million, or 144.7%, to
$15.9 million for the six months ended January 31, 1998, as compared to $6.5
million for the six months ended January 31, 1997. Selling, general and
administrative expenses also increased as a percentage of revenues to 17.7%
for the six months ended January 31, 1998, as compared to 14.9% for the prior
year period. This increase primarily resulted from: (i) amortization of
intangible assets related to acquisitions; (ii) investment in additional
management personnel and corporate infrastructure required to support planned
Company growth, particularly sales and recruiting personnel; (iii) costs
related to new office openings; (iv) bad-debt expense; and (v) an increase in
management information systems expenses to support planned Company growth.
Operating Income. Operating income increased $4.8 million, or 127.9%, to
$8.6 million for the six months ended January 31, 1998 from $3.8 million for
the same period in 1997. As a percentage of revenues, operating
10
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income increased to 9.6% for the six months ended January 31, 1998 as compared
to 8.6% for the six months ended January 31, 1997 reflecting the gross margin
improvement offset, in part, by an increase in selling, general and
administrative expenses as a percentage of revenues.
Interest Income, net. The Company had net interest income of $189,000 for
the six months ended January 31, 1998 as compared to $326,000 for the six
months ended January 31, 1997 as a result of the investment of the proceeds
from the Company's January 1997 public offering of common stock (the
"Offering") in interest-bearing, investment-grade securities, which was offset
in part by cash used for acquisitions.
Provision for Income Taxes. The Company's effective tax rate increased to
44.0% for the six months ended January 31, 1998 from 39.0% for the six months
ended January 31, 1997. The increase in the effective tax rate is primarily
due to the effect of a full year of nondeductible amortization of goodwill on
certain acquisitions offset by the tax benefit associated with investment in
short-term tax exempt cash equivalents.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents and working capital totaled $15.3 million and
$35.6 million, respectively, as of January 31, 1998. The Company used $1.6
million in cash flow from operations for the six months ended January 31,
1998, primarily to fund increases in accounts receivable. The Company used
$29.7 million in cash in connection with its ongoing acquisition program.
Accounts receivable balances have increased on a days sales outstanding
basis partially due to the effect of differing accounts receivable terms and
cycles maintained by companies acquired during fiscal 1997 and 1998. Expansion
of personnel in credit and collections as a part of the Company's overall
acquisition integration strategy is taking place.
On September 25, 1997, the Company obtained a five-year, $60.0 million
Revolving/Term Loan Agreement (the "Credit Facility") with a bank syndicate.
The Credit Facility consists of a revolving line of credit in such principal
amount, and bears interest at the prime rate to prime rate plus 1.00% or LIBOR
plus 0.75% to 2.25% depending on defined financial conditions. At the end of
three years, the outstanding balance on the facility converts to a two-year
fully amortized term loan. The Credit Facility is guaranteed by the Company's
subsidiaries and secured by substantially all of the assets of the Company and
its subsidiaries, including accounts receivable and equipment. The Credit
Facility contains various covenants, including the maintenance of defined
financial ratios such as net worth. As of January 31, 1998, the Company had
$25.5 million outstanding under the Credit Facility and was in compliance with
bank covenants.
On April 30, 1997, the Company completed the acquisition by merger of
Computec. Under the terms of the agreement, a contingent earnout payment in
the amount of $734,000 consisting of $390,000 in cash and 14,970 shares of
restricted Common Stock was paid in October 1997. The definitive agreement
also obligates the Company to make additional earnout payments semi-annually
contingent upon Computec's earnings before interest and taxes through December
31, 1998. Specifically, the earnout is conditioned upon Computec's obtaining a
higher earnings before interest and taxes in calendar years 1997 and 1998 as
compared to calendar years 1996 and 1997, respectively, and if achieved, will
be calculated based upon a multiple of the calendar year's earnings before
interest and taxes that is in excess of the prior year's earnings before
interest and taxes. The earnout is payable 60.0% in cash and 40.0% in shares
of common stock. The aggregate amount of the initial consideration and the
earnout may not exceed $70.0 million. Should Computec achieve its contingent
earnout thresholds, the obligation under this arrangement could be material to
the consolidated financial statements. The Company expects to pay any such
earnout payment from existing cash and cash equivalents, cash flow from
operations and available borrowings under the Credit Facility.
11
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On January 27, 1998, the Company completed the acquisition of S3G for
approximately $28.2 million in cash and 204,552 shares of restricted Common
Stock, valued at approximately $4.0 million. The Company borrowed
$25.5 million under the Credit Facility to pay a portion of the cash purchase
price of such acquisition. The definitive agreement also obligates the Company
to make additional earnout payments semi-annually contingent upon earnings
before interest and taxes of the S3G business through December 31, 1998. The
earnout is conditioned upon the S3G business obtaining a 30.0% growth rate in
calendar year 1998 as compared to calendar year 1997 and, if achieved, will be
calculated based upon a multiple of the amount of the calendar year 1998
earnings before interest and taxes that is in excess of such threshold. The
earnout is payable semi-annually, 85.0% in cash and 15.0% in shares of Common
Stock. Should S3G achieve its earnout thresholds, the obligation under this
arrangement could be material to the consolidated financial statements. The
Company expects to pay any such earnout payment from existing cash and cash
equivalents, cash flow from operations and available borrowings under the
Credit Facility.
The Company anticipates that its primary uses of working capital in future
periods will be for acquisitions, the internal development of new offices,
investments in its management information systems, earnouts and the funding of
increases in accounts receivable. Although the Company seeks to use its common
stock to make acquisitions, to the extent possible, a substantial portion of
the purchase price for acquisitions was paid in cash. The Company continually
reviews and evaluates acquisition candidates to complement and expand its
business, and is at various stages of evaluation and discussion with a number
of such candidates. Such acquisition candidates may also require that all or a
significant portion of the purchase price be paid in cash. The Company's
ability to grow through acquisitions is dependent on the availability of
suitable acquisition candidates and the terms on which such candidates may be
acquired, which may be adversely affected by competition for such
acquisitions. The Company cannot predict to what extent new offices will be
added through acquisitions as compared to internal development.
The Company anticipates that the opening of new offices will require an
investment of approximately $150,000 to $200,000 per office to acquire
equipment and supplies and to fund operating losses for the initial nine- to
12-month period of operations which management believes will generally be
required for a new office to achieve profitability. The Company expenses the
costs of opening a new office as incurred, except for the cost of equipment
and other capital assets, which are capitalized. Generally, expenditures for
such capital assets for a new office will be less than $60,000. There can be
no assurance that future offices will achieve profitability within a nine- to
12-month period after opening. The Company anticipates making additional
capital expenditures in connection with the development of new offices in
future periods and the improvement of its network and operating system
infrastructure and management reporting system.
The Company believes that the existing cash and cash equivalents, cash flow
from operations and available borrowings under the Credit Facility will be
sufficient to meet the Company's presently anticipated working capital needs
for at least the next 12 months, although the Company is evaluating various
potential acquisitions which could require a substantial portion of the
existing cash and cash equivalents and availability under the Credit Facility
and could be completed within the next 12 months. To the extent the Company
uses all of its cash resources and existing credit for acquisitions, the
Company may be required to obtain additional funds, if available, through
additional borrowings or equity financings. There can be no assurance that
such capital will be available on acceptable terms. If the Company is unable
to obtain sufficient financing, it may be unable to fully implement its growth
strategy.
YEAR 2000
The "Year 2000" issue concerns the potential exposures related to the
automated generation of business and financial misinformation resulting from
the use of computer programs which have been written using two digits, rather
than four, to define the applicable year of business transactions. The
Company's principal staffing and financial systems are licensed from and
maintained by third party software development companies, which the Company
believes are Year 2000 compliant. In addition, the Company is currently in the
process of selecting new staffing and financial systems, which management is
expecting to be Year 2000 compliant. Management does not anticipate
significant unplanned costs or problems with assuring that the new systems
will be Year 2000 compliant. Suppliers, customers and creditors of the Company
face similar Year 2000 issues. Should these entities be unable to successfully
address their Year 2000 issues, the Company may face adverse consequences.
12
<PAGE>
DATA PROCESSING RESOURCES CORPORATION
PART II--OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not applicable
ITEM 2. CHANGES IN SECURITIES
In connection with the Company's acquisition by merger of Computec
International Strategic Resources, Inc. ("Computec"), on April 30, 1997, the
Company issued 14,970 shares of common stock in October 1997 in connection
with the contingent earnout payment to certain shareholders of Computec. The
issuance of such shares was exempt from the registration requirements of the
Securities Act of 1933 by virtue of Section 4(2) thereunder.
In connection with the Company's acquisition of substantially all of the
assets and assumption of certain liabilities of S3G, Inc. ("S3G"), on January
27, 1998, the Company issued 204,552 shares of common stock. The issuance of
such shares was exempt from the registration requirements of the Securities
Act of 1933 by virtue of Section 4(2) thereunder.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
The Company's Annual Meeting of Shareholders was held on December 17, 1997.
Proposal 1, submitted to a vote of shareholders at the meeting, was the
election of Directors. The following Directors, being all of the Directors of
the Company, were elected at the meeting, with the number of votes cast for or
against each Director or abstentions for each Director being set forth after
his or her respective name:
<TABLE>
<CAPTION>
NAME VOTES FOR VOTES AGAINST ABSTENTIONS
---- --------- ------------- -----------
<S> <C> <C> <C>
Mary Ellen Weaver........................ 9,732,062 0 79,711
David M. Connell......................... 9,732,888 0 78,885
J. Christopher Lewis..................... 9,732,888 0 78,885
Patrick C. Haden......................... 9,732,888 0 78,885
Christopher W. Lancashire................ 9,732,713 0 79,060
</TABLE>
There were no broker non-votes recorded.
Proposal 2, submitted to a vote of shareholders at the meeting, was to
approve an amendment to the Company's 1994 Stock Option Plan to increase the
number of shares of stock available for issuance upon exercise of options
granted under the plan. Votes cast were as follows:
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN BROKER NON-VOTES
--- ------- ------- ----------------
<S> <C> <C> <C>
8,234,244 824,280 6,758 746,491
</TABLE>
The proposal was approved.
Proposal 3, submitted to a vote of shareholders at the meeting, was the
appointment of Deloitte & Touche LLP as the Company's independent auditors for
the fiscal year ending July 31, 1998. Votes cast were as follows:
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN BROKER NON-VOTES
--- ------- ------- ----------------
<S> <C> <C> <C>
9,800,290 3,021 8,462 0
</TABLE>
The proposal was approved.
13
<PAGE>
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
Exhibit 27 Financial Data Schedule
(b) REPORTS ON FORM 8-K
The Registrant filed the following reports on Form 8-K with the
Securities and Exchange Commission during the second quarter of fiscal
1998:
None
14
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Newport Beach, State of California,
on the 6th day of March, 1998.
DATA PROCESSING RESOURCES CORPORATION
By: /s/ Michael A. Piraino
-----------------------------------------
Michael A. Piraino,
Executive Vice President and
Chief Financial Officer
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM INTERNALLY
PREPARED CONSOLIDATED FINANCIAL STATEMENTS FOR THE 6 MONTHS ENDED JANUARY 31,
1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-Q FOR PERIOD
ENDED JANUARY 31, 1998.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUL-31-1998
<PERIOD-START> AUG-01-1997
<PERIOD-END> JAN-31-1998
<CASH> 15,295
<SECURITIES> 0
<RECEIVABLES> 28,144
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 45,379
<PP&E> 2,618
<DEPRECIATION> 0
<TOTAL-ASSETS> 145,422
<CURRENT-LIABILITIES> 9,783
<BONDS> 0
0
0
<COMMON> 95,452
<OTHER-SE> 2,676
<TOTAL-LIABILITY-AND-EQUITY> 145,422
<SALES> 0
<TOTAL-REVENUES> 89,877
<CGS> 0
<TOTAL-COSTS> 65,300
<OTHER-EXPENSES> 15,947
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 8,819
<INCOME-TAX> 3,880
<INCOME-CONTINUING> 4,939
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,939
<EPS-PRIMARY> .45
<EPS-DILUTED> .45
</TABLE>
