<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
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 YEAR ENDED JULY 31, 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 0-27612
----------------
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
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
4400 MACARTHUR BOULEVARD, SUITE 600, NEWPORT BEACH, CALIFORNIA 92660
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 949-553-1102
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK
(TITLE OF CLASS)
----------------
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 [_]
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 Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [_]
The aggregate market value of Common Stock of the Registrant held by non-
affiliates of the Registrant on October 9, 1998, based on the closing price of
the Common Stock on the Nasdaq National Market on such date, was $144,880,057.
The number of shares of the Registrant's Common Stock outstanding at October
9, 1998, was 11,786,947 shares. The Registrant has no non-voting common
equity.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement to be filed with the Securities and Exchange
Commission in connection with the Annual Meeting of Shareholders to be held
December 21, 1998 are incorporated by reference into Part III hereof.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
DATA PROCESSING RESOURCES CORPORATION
FORM 10-K
FOR THE FISCAL YEAR ENDED JULY 31, 1998
INDEX
<TABLE>
<CAPTION>
PAGE
----
PART I
<C> <S> <C>
Item 1. Business....................................................... 3
Item 2. Properties..................................................... 11
Item 3. Legal Proceedings.............................................. 11
Item 4. Submission of Matters to a Vote of Security Holders............ 11
PART II
Item 5. Market for Registrant's Common Equity and Related Shareholder
Matters........................................................ 12
Item 6. Selected Financial Data........................................ 13
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.......................................... 14
Item 7A. Quantitative and Qualitative Disclosures about Market Risk..... 23
Item 8. Financial Statements and Supplementary Data.................... 23
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure........................................... 23
PART III
Item 10. Directors and Executive Officers of the Registrant............. 24
Item 11. Executive Compensation......................................... 24
Item 12. Security Ownership of Certain Beneficial Owners and Management. 24
Item 13. Certain Relationships and Related Transactions................. 24
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form
8-K............................................................ 24
Signatures.............................................................. 28
</TABLE>
2
<PAGE>
PART I
ITEM 1. BUSINESS
GENERAL
Data Processing Resources Corporation and subsidiaries (the "Company" or
"DPRC") is a leading provider of information technology ("IT") staffing
services to a diverse group of corporate clients. Utilizing full-time salaried
and hourly consultants, the Company offers a wide range of staffing solutions
to meet its clients' enterprisewide IT needs. The Company's technical
consultants have expertise on multiple hardware platforms utilizing a wide
variety of software applications and can provide services covering all aspects
of the systems applications development lifecycle, including planning, design,
building and programming, implementation, maintenance and ongoing management.
The Company also provides other specialty staffing services such as Year 2000
conversion, fault-tolerant application development, network management and
desktop services, Internet/intranet development and support, packaged software
implementation (including responsibility for deliverables), software
engineering and help desk support. For the nine months ended September 30,
1998, the Company placed approximately 2,950 technical consultants on projects
for approximately 650 different clients. As of September 30, 1998, the Company
served its clients through the following 17 offices in 12 states and through
one national and four international recruiting offices: Newport Beach,
Woodland Hills, San Francisco, Glendale, San Diego and San Luis Obispo,
California; Denver, Colorado; Seattle, Washington; Omaha, Nebraska; Kansas
City, Kansas; Des Moines, Iowa; St. Louis, Missouri; Phoenix, Arizona; Dallas
and Austin, Texas; Portland, Oregon; Chicago, Illinois; Minneapolis,
Minnesota; London and Southport, England; Sydney, Australia; and Toronto,
Canada.
INDUSTRY OVERVIEW
Over the years, businesses have become increasingly dependent on the use of
IT to manage operations more efficiently and remain competitive. Important
internal functions, ranging from financial reporting to production and
inventory management, have become automated through the use of applications
software. In addition, as information systems have become less expensive, more
powerful and easier to use, the number and level of employees who use and
depend upon these systems have significantly increased.
Due to the rapid development of technology and the shift from closed,
proprietary systems to open systems, many companies' computer systems
incorporate a variety of hardware and software components which may span a
number of technology generations. For example, a company may operate
concurrently on mainframe, midrange and client/server hardware platforms
running a variety of operating systems and relational databases. Systems
applications development has become much more important in this environment as
IT departments strive to integrate a company's information processing
capabilities into a single system while providing for ever-changing
functionality.
The substantial increase in the use of sophisticated information
technologies has occurred at the same time that economic factors have led to
reductions in corporate workforces and a return by businesses to a focus on
their core competencies. Faced with the challenge of implementing and
operating more complex information systems without enlarging their corporate
staffs, businesses are increasingly using IT staffing companies to supplement
their IT operations. Utilizing outside IT technical consultants: (i) allows a
company's management to focus on core business operations; (ii) affords
greater staffing flexibility in IT departments; (iii) increases a company's
ability to adapt to, and keep pace with, rapidly changing and increasingly
complex technologies; (iv) provides access to specialized technical skills on
a project-by-project basis; (v) better matches staffing levels to current
needs; (vi) converts fixed labor costs into variable costs; and (vii) reduces
the cost of recruiting, training and terminating employees as evolving
technologies require new programming skill sets. These factors have caused IT
services to be one of the fastest growing segments of the supplemental
staffing industry. According to the May 1998 Staffing Industry Report,
revenues from technical/computer temporary staffing are estimated to have
grown from $7.1 billion in 1994 to $18.5 billion in 1998. The report further
estimated an annual growth rate for 1998 of approximately 25%.
3
<PAGE>
While large, the IT staffing services industry is also highly fragmented
with a large number of small businesses, many of which operate in a single
geographic market. This fragmentation, combined with changing client demands
and competitive pressures, has resulted in a recent trend towards industry
consolidation. Faced with a desire to minimize the number of vendors, clients
have begun to demand the services of large IT staffing companies capable of
covering a broad geographic area and offering a full range of IT services.
This has been particularly important in fulfilling the needs of large regional
and national accounts. Within this more competitive environment, smaller
companies may have difficulties competing due to limited service offerings,
geographic concentration and a lack of sufficient working capital and
management resources. As a result, many smaller companies have been acquired
in recent years, and the Company believes that smaller staffing companies are
becoming increasingly receptive to acquisition proposals by larger firms.
BUSINESS STRATEGY
To meet its clients' comprehensive IT needs, DPRC is dedicated to providing
staffing solutions to meet its clients' systems applications development and
other specialized technical needs. The Company's business strategy encompasses
the following key elements, which management believes are necessary to ensure
high-quality standards and to achieve consistently strong financial
performance:
Recruit, Develop and Retain Qualified Technical Consultants. A key element
of the Company's success is its ability to recruit, develop and retain
qualified technical consultants. Management believes that it has been
successful in doing so by: (i) offering its technical consultants competitive
wages and ensuring that they are paid accurately and on time; (ii) offering
its technical consultants an opportunity to purchase a comprehensive employee
benefits package; (iii) effectively and consistently communicating with its
technical consultants; and (iv) providing technical training through licensed
training programs. The Company has licensed a training program to provide its
consultants with technical training in over 160 course titles. Since its
inception, approximately 1,700 courses have been taken by the Company's
consultants. Furthermore, new technical consultants involved in the S/3/G
business are trained in Lawson software implementation services for
approximately eight to 12 weeks at the Company's Austin office and at a
Lawson-operated facility.
However, qualified technical consultants are in great demand worldwide and,
accordingly, competition for individuals with proven technical skills is
intense. The Company attracts new consultants in its established markets
primarily through referrals from other technical consultants and the Internet
via its website, and, more recently, through the Company's national recruiting
office and direct and indirect recruiting capabilities outside the United
States, including its four international recruiting offices and strategic
partnering relationships. Through these sources, the Company has compiled a
database which includes approximately 75,000 highly qualified technical
consultants which become potential resources to place on assignment. DPRC is
working to continually improve its recruiting capabilities, but expects to
experience the same types of difficulties competing for technical consultants
as other providers of IT staffing services. DPRC competes for technical
consultants with other providers of IT staffing services, providers of
outsourcing services, temporary personnel agencies, systems integrators,
computer systems consultants, clients and potential clients. For fiscal 1998,
the turnover rate for its salaried consultants was approximately 33%. In
addition, approximately 13.7% of DPRC's total full-time equivalent employees
have H1-B non-immigrant work visas. Under current law, there is a limit of
115,000 new H-1B non-immigrant work permitted visa classification petitions
that the United States Immigration and Naturalization Service may approve in
any government fiscal year. In years in which this limit is reached, DPRC may
be unable to obtain H-1B visas necessary to bring critical foreign consultants
to the United States.
Emphasize a Relationship-Oriented Approach. The Company serves as an
extension of its clients' internal information systems operations and as a
long-term partner to fulfill its clients' IT staffing requirements. As a
result, the Company emphasizes a relationship-oriented approach to business,
rather than the transaction- or assignment-oriented approach used by many of
its competitors. This emphasis begins with the Company's Chief Executive
Officer who spends a significant amount of time meeting with key clients,
working with the Company's account managers and recruiters and communicating
with the Company's technical consultants. To develop close client
relationships, the Company's regional managers and account managers regularly
meet with both existing and prospective clients to help design solutions for,
and identify the resources needed to execute,
4
<PAGE>
their IT strategies. When recruiting internationally, Company personnel are
frequently accompanied by the client, which assists in the final screening,
evaluation and extension of offers to candidates. The Company's account
managers also maintain close communication with their clients during each
project and on an ongoing basis after its completion. The Company believes
that this relationship-oriented approach results in greater client
satisfaction and reduced business development expense.
Focus on Improving Margins. The Company constantly seeks opportunities to
enhance its margins by offering services for which higher margins can be
obtained and by reducing costs. For example, in recent years the Company has
begun to provide specialty staffing services, such as Year 2000 conversion,
fault-tolerant application development, network management and desktop
services, Internet/intranet development and support, packaged software
implementation (including responsibilities for deliverables), software
engineering and help desk support. In addition, the Company has identified,
targeted and expanded into geographic markets which provide relatively greater
profitability than the highly competitive California market. The Company also
actively seeks acquisition candidates with margins that are, at a minimum,
comparable to the Company's. Finally, the Company focuses on enhancing
operating efficiencies and has made and continues to make a substantial
investment in upgrading its automated support systems in order to improve the
efficiency of its accounting, sales, recruiting and marketing operations.
Provide Comprehensive Solutions. The Company offers responsive, timely and
comprehensive IT staffing solutions for all aspects of the systems
applications development lifecycle and for other specialized technical needs.
The Company believes that this ability to provide staffing for the full range
of such services provides an important competitive advantage. The Company also
works to ensure that its technical consultants have the expertise and skills
needed to keep pace with rapidly evolving information technologies.
Maintain Service-Oriented Corporate Culture. The Company believes that its
service-oriented corporate culture has played an integral part in its success.
Consequently, maintaining this culture is of the highest priority to
management. Central to the Company's philosophy is the recognition that its
success is dependent on providing the highest level of service to both its
clients and its technical consultants. This approach begins with the selective
recruitment of corporate level personnel who exhibit a high degree of
integrity and enthusiasm and who embrace the Company's commitment to service.
This deeply ingrained culture filters down to the Company's technical
consultants through a rigorous screening and recruiting process. The Company's
controlled expansion program is designed to enable it to replicate this
culture and preserve the quality of its service in its new markets.
GROWTH STRATEGY
DPRC's growth strategy is to expand the geographic scope of the Company's
business through internal development and acquisitions and to continue to
develop its existing markets by: (i) adding new clients in the geographic
markets it currently serves; (ii) increasing the range of services it provides
to its existing clients; (iii) attracting and retaining qualified technical
consultants from a variety of sources both national and international; and
(iv) pursuing strategic relationships with non-competing professional service
organizations.
Geographic Expansion. In 1993, the Company began a geographic expansion
program in California by opening offices in San Francisco and Woodland Hills.
Since 1994, six new office locations have been internally developed and eight
office locations have been acquired through September 30, 1998. As of
September 30, 1998 the Company had 17 offices in 12 states and one national
and four international recruiting offices (one located in California, two in
England, one in Australia, and one in Canada, respectively). The Company
believes that its geographic expansion will enhance its ability to market its
services to regional and national clients, many of which are seeking to work
with a limited number of vendors capable of servicing multiple locations. New
geographic markets also may be less competitive and may present greater
opportunities for higher margins than the Company's locations in California.
In addition, the Company believes that, through geographic expansion, it will
be better able to establish valuable strategic partnerships with national
accounting and consulting firms and large facility management and data center
outsourcing companies.
As part of its growth strategy, the Company continually reviews and
evaluates potential acquisition candidates and believes that there are
significant acquisition opportunities throughout the United States. In
5
<PAGE>
evaluating potential acquisition candidates, the Company seeks profitable IT
staffing companies with a proven management team, a core group of highly
qualified technical consultants, a reputation for quality, an attractive
service offering and an established client base. The Company also evaluates
the cultural fit of an acquisition candidate, as well as the candidate's
historical growth rates and financial results. The Company believes that it is
an attractive acquirer due to: (i) its ability to provide an acquired company
with expanded services and a broader geographic base; (ii) the potential for
certain economies of scale and operating efficiencies; (iii) its financial
strength and visibility as a public company; and (iv) its decentralized
management strategy pursuant to which the Company's office managers are given
significant autonomy to make most day-to-day operating decisions.
Growth in Existing Markets. In addition to expanding the geographic scope of
its business, the Company is constantly seeking to add new clients in the
geographic markets it currently serves and to increase the range of services
it provides to its existing clients. The addition of new clients in existing
markets enables the Company to utilize more profitably its administrative and
corporate infrastructure. New clients, particularly in new industries, also
permit the Company to diversify its client base and thus reduce its exposure
to fluctuations in industry business cycles. For example, the Company's client
base, which includes clients in both existing and new locations, increased
from approximately 80 clients in fiscal 1993 to approximately 650 clients in
fiscal 1998. In addition, the Company continues to add new specialty service
offerings as it has done with fault-tolerant applications development, network
management and desktop services, Internet/intranet development and support,
packaged software implementation (including responsibility for deliverables),
software engineering and help desk support. During fiscal 1997 and continuing
in fiscal 1998 and thereafter, the Company launched its Year 2000 conversion
service offering and is positioned to provide Year 2000 conversion project
management and resources to existing and new clients.
In addition to expanding the geographic scope of its business and adding new
clients and services, the Company's growth strategy is dependent upon the
Company's ability to attract and retain qualified technical consultants in
those markets in which the Company has an established presence, as well as in
less established markets. The Company's resource managers are responsible for
recruiting and establishing long-term relationships with the Company's
technical consultants. In recognition of the important role which the resource
manager plays in attracting qualified consultants, the Company has increased
the number of its resource managers from eight on January 31, 1996 to 80 on
July 31, 1998 through acquisitions, new hirings and promotions. The Company
has also implemented a state-of-the-art integrated information management
system which provides most of its offices with on-line access to information
on existing and prospective technical consultants and clients.
Finally, the Company also believes that there are significant growth
opportunities in pursuing strategic relationships with non-competing
professional services organizations, particularly national accounting firms,
consulting firms, facility management companies, data center outsourcing
companies and general staffing companies. The Company is currently serving as
a partner through subcontractor relationships with several such companies and
continues to explore other such opportunities.
ACQUISITIONS
From the time of the Company's Initial Public Offering through September 30,
1998, the Company has added eight offices in six states through the following
acquisitions, representing, in the aggregate, at the time of acquisition,
approximately 760 technical consultants:
EXi Corp ("EXi") In May 1998, the Company acquired EXi Corp., a Minneapolis-
based software engineering staffing company with approximately 80 technical
consultants billable as of the acquisition date, for cash and 68,531 shares of
DPRC's restricted common stock ("Common Stock"). EXi had revenues of
approximately $7.2 million for the 12 months ended March 31, 1998.
S/3/G, Inc. ("S/3/G") In January 1998, the Company acquired substantially
all of the assets of S/3/G, an Austin-based Lawson Software implementation and
support company with approximately 85 technical consultants billable as of the
acquisition date, for $28.2 million in cash and 204,552 shares of DPRC's
Common
6
<PAGE>
Stock valued at approximately $4.0 million, and an earnout payment to be made
based on S/3/G's performance for the 1998 calendar year. The first installment
of the earnout payment consisting of $5.8 million in cash and 32,880 shares of
restricted Common Stock, was paid in September 1998. The final installment of
the earnout is due in March 1999. S/3/G had revenues of approximately $11.0
million for the 12 months ended December 31, 1997.
SelecTech, Inc. ("SelecTech") In July 1997, the Company acquired SelecTech,
a Chicago-based IT staffing company with approximately 60 technical
consultants billable as of the acquisition date, for $8.1 million in cash and
54,934 shares of restricted Common Stock valued at $928,000. SelecTech had
revenues of approximately $4.6 million for the 12 months ended June 30, 1997.
Computec International Strategic Resources, Inc. ("Computec") In April 1997,
the Company acquired Computec, a Glendale, California-based IT staffing
company with approximately 110 technical consultants billable as of the
acquisition date, for $19.0 million in cash and 677,880 shares of restricted
Common Stock valued at $9.2 million, and earnout payments to be made based on
Computec's performance for the 1997 and 1998 calendar years. The first
installment of the earnout payment, consisting of $390,000 in cash and
14,970 shares of restricted Common Stock, was paid in October 1997. The second
installment of the earnout payment, consisting of $2.3 million in cash and
51,854 shares of restricted Common Stock, was paid in June 1998. The third
installment of the earnout payment, consisting of $3.4 million in cash and
73,078 shares of restricted Common Stock, was paid in September 1998. The
fourth and final installment of the earnout is due in March 1999. As of April
1997, Computec also had three international recruiting offices: two located in
England, one in Australia. In 1998, Computec added a new recruiting office in
Toronto, Canada. Computec had revenues of approximately $19.3 million for the
12 months ended December 31, 1996.
Leardata Info-Services, Inc. ("Leardata") In January 1997, the Company
acquired Leardata, a Dallas-based IT staffing company with approximately 130
technical consultants billable as of the acquisition date, for $17.3 million
in cash and 310,226 shares of restricted Common Stock valued at $4.1 million.
Leardata had revenues of approximately $16.0 million for the 12 months ended
October 31, 1996.
Professional Software Consultants, Inc. ("PSC") In November 1996, the
Company acquired PSC, a Phoenix-based IT staffing company with approximately
130 technical consultants billable as of the acquisition date, for $6.2
million in cash. PSC had revenues of approximately $9.3 million for the 12
months ended October 31, 1996.
ADD Consulting, Inc. In July 1996, the Company acquired the Applications,
Design and Development division ("AD&D") of ADD Consulting, Inc. for $8.8
million in cash and 152,121 shares of restricted Common Stock valued at $2.6
million, adding offices in Omaha and Kansas City, as well as approximately 170
technical consultants billable as of the acquisition date. AD&D had revenues
of approximately $13.9 million for the 12 months ended July 31, 1996.
Systems & Programming Consultants, Inc. In June 1998, the Company entered
into a definitive merger agreement with Systems & Programming Consultants,
Inc. ("SPC"), a Charlotte, North Carolina-based IT staffing company with eight
offices located primarily in the southeastern region of the United States.
This agreement was subsequently amended on October 13, 1998 and October 20,
1998. The merger agreement contemplates accounting for the transaction as a
pooling of interests, with the purchase price payable entirely in Common
Stock. The number of shares to be issued will be approximately 2,800,000 to
3,300,000 shares of Common Stock, with such number to be determined based upon
an implied purchase price of $71.5 million on the date the amendment of
October 20, 1998 to the merger agreement was signed, less deductions for
certain payments and liabilities to be assumed by the Company, and a fixed
price of $21.00 per share of the Company's Common Stock. Of such number of
shares, approximately two-thirds are expected to be issued upon consummation
of the Merger in exchange for the outstanding shares of SPC common stock and
for the cancellation of certain SPC performance-based options and the
remaining number of shares, approximately one-third, will be issued from time
to time thereafter upon exercise of the SPC stock options under the SPC stock
option plan being assumed by DPRC. SPC had approximately 500 billable
consultants and 12-month trailing revenues of approximately $50.0 million as
of the signing of the definitive merger agreement on June 16, 1998. The
acquisition is subject to numerous conditions, including, but not limited to,
obtaining the approval of the shareholders of the Company and SPC. There can
be no assurance that such acquisition will be completed or that if such
acquisition is completed, it will be for the expected consideration or on the
terms contemplated.
7
<PAGE>
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. There can be no assurance that
the Company will consummate a transaction with any of the candidates with whom
it is currently in negotiations.
CLIENTS
The Company focuses its sales, service and support efforts primarily on
Fortune 500 and other large and mid-sized companies in various industries with
sophisticated IT needs. Although the Company does not have exclusive
arrangements with any clients, it enjoys service arrangements with a number of
companies which qualify DPRC as one of a limited number of approved service
providers.
During fiscal 1998, the Company served approximately 650 clients. The
Company's 10 largest clients in fiscal 1998 accounted for approximately 25.6%
of the Company's revenues, with the two largest clients accounting for 3.9%
and 3.6% of total revenues, respectively. Although the Company's largest
clients represent a significant percentage of its revenues, several of these
larger clients have several independent assignments ongoing at any one time,
which are administered by separate subsidiaries or divisions. Technical
services are provided to all clients under contractual arrangements of varying
lengths, which are subject to extension, negotiation or cancelation at any
time. Such contracts may include a confidentiality agreement. In addition, all
technical hourly and salaried consultants are required to sign confidentiality
agreements with the Company.
The Company's technical consultants provide services ranging from specific,
minor tasks of short duration to large, complex and integrated assignments
which require a number of technical consultants to be on assignment for
several years. Client systems applications development projects tend to be
long term in nature, typically lasting nine to 12 months. Other types of
assignments are typically shorter in duration and can average as little as
three months in length.
The following table sets forth a list of selected clients during calendar
1998:
<TABLE>
<CAPTION>
AUTOMOBILE MANUFACTURERS ENTERTAINMENT & LEISURE FOOD & BEVERAGE
- ------------------------ ----------------------- ---------------
<S> <C> <C>
American Honda Motor Company Capitol Records Boston Market
Mazda Motor of America MCA, Inc. Harry & David (Bear Creek Corporation)
Mitsubishi Motor Sales Princess Cruise Lines McDonalds Corporation
of America Yamaha Motor Corporation Taco Bell
Nissan Motor Corporation USA Sony Pictures Entertainment, Inc. Nestle USA, Inc.
Toyota Motor Sales, USA, Inc.
<CAPTION>
HEALTHCARE FINANCIAL SERVICES INSURANCE AND OTHER
---------- ------------------ -------------------
<S> <C> <C>
Apria Healthcare Group The Capital Group AlliedSignal, Inc.
Blue Cross of California Frank Russell Company AT&T
& Washington Household Finance Union Pacific
Cedars Sinai Medical Center Avco Financial Services U.S. West
PacifiCare FHP International American Express Safeco Insurance Company of America
Unicare/Wellpoint Health
Network, Inc.
</TABLE>
The Company believes the primary competitive factors in attracting and
retaining clients are the ability to provide comprehensive staffing solutions
for all aspects of a client's IT needs, develop a strategic partnering
relationship, understand the specific requirements of a given project and
provide carefully screened technical consultants with the appropriate skills
in a timely manner and at competitive prices. The Company constantly monitors
the quality of the services provided by its technical consultants and obtains
feedback from its clients as to their satisfaction with the services provided.
DPRC OPERATING MODEL
General. The Company's overall operating approach is designed to ensure the
highest level of client, employee and technical consultant satisfaction. From
its corporate headquarters in Newport Beach, California,
8
<PAGE>
the Company provides its offices with centralized administrative, marketing,
finance, training and legal support. Management recognizes, however, that in
order to motivate its employees, to ensure that clients and consultants
receive quick, responsive service and to adapt to local market conditions, the
Company has developed a decentralized, entrepreneurial structure, with strong
regional management and branch managers who operate each branch office as an
autonomous profit center, and a regional accounting management to support the
regional management.
The Company's regional managers are given significant autonomy to make most
day-to-day operating decisions over their respective regions and are
responsible for: overall guidance and supervision of the region; strategy with
regard to market and account penetration; the hiring and training of branch
managers; targeting acquisition candidates; and promoting the DPRC culture
within the region. The regional managers are, however, subject to mutually
determined goals, objectives, budgets and forecasts for the region that are
consistent with corporate goals, strategies and objectives. In addition,
management workshops, with respect to quarterly planning and progress, are
conducted at various locations usually once each fiscal quarter. While a
branch manager is responsible for most of the administrative functions of
running an office, the majority of a branch manager's time is typically spent
on sales and marketing. Branch manager's compensation is based, in part, on
profits generated by the branch office.
In each office, the Company emphasizes a team-oriented approach in order to
provide high-quality customized solutions to meet its clients' information
services needs. The central role in this team-oriented approach is played by
the Company's account managers and resource managers, who work together to
ensure a successful relationship between the client and DPRC's technical
consultants.
Sales. The account manager has ultimate responsibility for staffing an
assignment on a timely basis. Upon receiving an assignment, the account
manager writes up a proposal with assignment specifications and distributes
the proposal to a resource manager who is responsible for, and has
relationships with, the technical consultants who have the expertise required
for the assignment. The account manager reviews the recommended candidates,
submits the resumes of qualified technical consultants to the client and
schedules client interviews of the candidates. Typically, an assignment is
staffed within five working days. Throughout the life of a project, the
account manager monitors the Company's relationship with the client and the
technical consultants to ensure that both constituencies are satisfied with
the success of the assignment. In addition to servicing existing clients,
account managers spend a significant amount of time developing new client
relationships.
Recruiting. Resource managers work with the account manager to staff
assignments appropriately and are responsible for recruiting, assessing and
establishing long-term relationships with the Company's technical consultants.
Resource managers utilize a variety of methods to recruit technical
consultants. In markets where the Company has an established presence, the
resource manager typically obtains a majority of qualified candidates through
referrals from clients and other technical consultants. In less established
markets, the majority of new candidates are persons who have responded to
advertisements in local newspapers or furnished the Company a resume via the
Internet. Resource managers also recruit technical consultants by attending
meetings of local technology-specific user groups and trade shows, making cold
calls and advertising in the yellow pages and trade publications.
Resource managers prescreen all candidates through telephonic interviews and
conduct follow-up interviews to assess each candidate's technical and
interpersonal skills, work ethic and overall character. Generally, at least
three references are obtained for each candidate and additional background
checks may be conducted. In some cases, the candidate is also given a
technical exam over the Internet or by one of several specialists retained by
the Company to assess more accurately the candidate's technical
qualifications. If the candidate meets the Company's standards, the
candidate's profile is finalized and entered into the Company's database as an
available technical consultant. Most offices have on-line access to
information contained in this database. Unlike some of its competitors who
recommend a large number of candidates, some of whom may be inappropriate, the
Company generally recommends only two or three carefully selected candidates
for each available position. Management believes that its clients value the
selective screening role played by the Company.
9
<PAGE>
In fiscal 1998, the Company established a national recruiting office in San
Luis Obispo, California. This office is primarily responsible for conducting
domestic searches and prequalifying and screening candidates for Company
offices. In addition, this office is also responsible for establishing and
implementing national training, policy and procedure for the Company in order
to assist Company offices in their recruiting efforts. The national recruiting
office will, among other things, hold job fairs and coordinate Internet
searches in its national recruiting efforts. Due to the benefits experienced
by the Company in its employment of full-time salaried consultants, the
national recruiting office places an emphasis on hiring such persons.
International recruiting and resourcing represents another element of the
Company's operating approach. Within the Company's four international
recruiting offices and a network of international strategic partners, resource
managers familiar with the local IT talent pool evaluate and screen
candidates, generally with client job specifications available to them. After
carefully reviewing a candidate's expertise, interviews with Company personnel
from the United States are scheduled. Company personnel are frequently
accompanied by the client, which travels to the candidate's country of origin
and assists in the final screening, evaluation and extension of offers to
technical consultants. Once an offer is accepted by the technical consultant,
relocation managers, located in the United States, prepare the necessary
documentation for obtaining the required work permits and visas. In addition,
these relocation managers assist in the actual relocation of the technical
consultant and any immediate family. This assistance may include meeting the
technical consultant upon arrival in the United States, obtaining suitable
housing, transportation, arranging children's enrollment into local schools
and certain other incidentals.
Management believes that one of the primary factors in the Company's success
has been its ability to attract and manage qualified technical consultants who
are compensated on either an hourly or salaried basis. Beginning fiscal 1996,
the Company began hiring more full-time salaried consultants in certain
offices where the local market conditions favor the hiring of full-time
consultants over hourly consultants. Full-time salaried technical consultants
receive a broader range of Company-paid benefits than hourly consultants.
Given the sophisticated nature of most client assignments, the Company's
policy is to utilize technical consultants with substantial employment
experience rather than entry-level or college graduate-level consultants. For
the nine months ended September 30, 1998, the Company placed approximately
2,950 technical consultants with approximately 650 different clients and as of
September 30, 1998, approximately 2,110 technical consultants were on
assignment.
COMPETITION
The IT staffing industry is highly competitive. The Company competes for
both clients and qualified technical consultants with a variety of companies,
including other IT staffing companies, national and regional accounting and
management consulting firms and independent contractors. Several traditional
staffing companies, which have historically emphasized the placement of
clerical and other less highly skilled personnel on short-term assignments,
have begun to provide IT services competitive with those provided by the
Company. The Company also competes for technical consultants with the IT
staffs of its clients and potential clients. In addition, as part of the
Company's growth strategy, the Company competes with other staffing companies
for suitable acquisition candidates.
Several of the Company's competitors are substantially larger than the
Company and have greater financial and other resources. Several of such
competitors have also been in business much longer than the Company and have
significantly greater name recognition throughout the United States, including
the geographic areas in which the Company operates and into which it intends
to expand. Because companies, such as the IT divisions of general staffing
companies, are often able to meet a broader range of a client's temporary
personnel needs and serve a broader geographic range than the Company, they
can be better positioned to compete for national accounts.
The Company believes that the primary competitive factors in obtaining and
retaining clients are the ability to provide comprehensive staffing solutions
for all aspects of a client's IT needs, develop a strategic partnering
relationship, understand the specific requirements of a given project and
provide carefully screened technical consultants with the appropriate skills
in a timely manner and at competitive prices. The primary competitive
10
<PAGE>
factors in attracting and retaining qualified candidates for technical
consultant positions are the ability to offer competitive wages and benefits,
pay such wages in a consistent and timely manner and provide a consistent flow
of high-quality and varied assignments. While the Company believes that it can
compete favorably with its existing and future competitors, there can be no
assurance that the Company will be successful in doing so.
EMPLOYEES
As of July 31, 1998, approximately 2,010 technical consultants
(approximately 1,280 hourly and 730 salaried) were working on full-time
assignments for the Company's clients. The Company's corporate and branch
office staffs consist of 380 full-time employees and six part-time employees.
The Company is not a party to any collective bargaining agreements and
considers its relationships with its employees to be good.
Approximately 90.0% of the direct costs of technical consultants placed by
the Company during fiscal 1998 were treated as employee costs of the Company
for federal and state tax purposes. For such employees, the Company pays
Social Security taxes (FICA), federal and state unemployment taxes, workers'
compensation insurance premiums, certain employee benefits and other employee
costs. The remainder of the technical consultants were treated as independent
contractors for federal and state tax purposes. Certain of the Company's
employees are foreign nationals with H-1B visas.
ITEM 2. PROPERTIES
The Company's leased offices are described in the following table:
<TABLE>
<CAPTION>
APPROXIMATE DATE LEASE
LOCATION DESCRIPTION SQUARE FEET EXPIRES
-------------------- ----------- ----------
<S> <C> <C>
Administrative
--------------
Newport Beach Corporate Headquarters............. 9,658 January 2000
Central Region Office............................ 2,100 June 2004
Branch Offices
--------------
Newport Beach.................................... 7,935 January 2000
Woodland Hills................................... 3,203 February 2003
San Francisco.................................... 3,214 February 2003
Denver........................................... 4,200 September 2002
Seattle.......................................... 4,601 April 2003
Omaha............................................ 3,400 June 2004
Kansas City...................................... 3,039 June 2003
Des Moines....................................... 2,943 July 2003
Phoenix.......................................... 2,700 February 1999
Dallas........................................... 9,200 October 1999
Portland......................................... 2,200 August 2000
Austin........................................... 10,500 September 2003
Chicago.......................................... 4,850 May 2003
Glendale......................................... 5,700 May 2003
Minneapolis...................................... 8,729 March 2001
San Diego........................................ 220 January 1999
St. Louis........................................ 200 Month-to-month
Recruiting Offices
------------------
San Luis Obispo.................................. 2,800 May 2003
Sydney, Australia................................ 1,433 July 2001
London, England.................................. 400 May 1999
London, England.................................. 200 Month-to-month
Toronto, Canada.................................. 300 Month-to-month
------
93,725
======
</TABLE>
ITEM 3. LEGAL PROCEEDINGS
The Company is involved in legal proceedings from time to time in the
ordinary course of its business. As of the date of the filing of this Form 10-
K, there are no material legal proceedings pending against the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
11
<PAGE>
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
PRICE RANGE OF COMMON STOCK
The following table sets forth the reported high and low sales prices of the
Company's Common Stock for the quarters indicated as reported on the Nasdaq
National Market. The Company commenced its initial public offering on March 5,
1996, at a price per share of $14. The Common Stock is traded on the Nasdaq
National Market under the symbol "DPRC".
<TABLE>
<CAPTION>
HIGH LOW
------- -------
<S> <C> <C>
FISCAL YEAR 1996
Third Quarter (from March 6, 1996)....................... $28 1/4 $18 3/8
Fourth Quarter........................................... $29 1/2 $16
FISCAL YEAR 1997
First Quarter............................................ $24 7/8 $16
Second Quarter........................................... $22 5/8 $15 1/2
Third Quarter............................................ $22 3/8 $17 1/8
Fourth Quarter........................................... $26 3/4 $18
FISCAL YEAR 1998
First Quarter............................................ $28 1/4 $19
Second Quarter........................................... $26 3/4 $22 1/8
Third Quarter............................................ $33 1/2 $23 5/8
Fourth Quarter........................................... $33 1/4 $26 5/8
</TABLE>
As of September 30, 1998, there were approximately 77 holders of record of
the Company's Common Stock.
DPRC has never declared or paid cash dividends on DPRC Common Stock and does
not anticipate paying cash dividends on DPRC Common Stock in the foreseeable
future. DPRC currently intends to retain future earnings to finance its
operations and fund the growth of its business. Any payment of future
dividends will be at the discretion of the Board of Directors of DPRC and will
depend upon, among other things, DPRC's earnings, financial condition, capital
requirements, level of indebtedness, contractual restrictions relating to its
existing credit facility (or any facility succeeding thereto) prohibiting the
payment of cash dividends and other factors that DPRC's Board of Directors
deems relevant. DPRC's existing credit facility prohibits, without the consent
of the lender, the payment of cash dividends.
RECENT SALES OF UNREGISTERED SECURITIES
In connection with the earnout related to the Company's acquisition of
Computec, the Company issued 14,970, 51,854 and 73,078 shares of Common Stock
to the former stockholders of Computec on October 23, 1997, June 30, 1998 and
September 18, 1998, respectively. In connection with the Company's acquisition
and subsequent earnout of S/3/G, the Company issued 204,552 and 32,880 shares
of Common Stock to the former stockholder of S/3/G on January 28, 1998 and
September 21, 1998, respectively. In connection with the Company's acquisition
of EXi Corp., the Company issued 68,531 shares of Common Stock to the former
stockholders of EXi Corp. on May 20, 1998.
The issuance of such shares was exempt from the registration requirements of
the Securities Act of 1933 by virtue of Section 4(2) thereunder. See Note 3 to
the Consolidated Financial Statements for the consideration received by the
Company in connection with the issuance of such shares in connection with the
Company's acquisition of Computec, S/3/G and EXi Corp.
On March 24, 1998, the Company sold $115,000,000 aggregate principal amount
of its 5 1/4% convertible subordinated notes due 2005. The notes are
convertible, at the option of the holder, into shares of Common Stock
12
<PAGE>
of the Company at any time prior to maturity, unless previously redeemed or
repurchased, at a conversion price of $35.50 per share, subject to adjustment
in certain events. The notes were sold by the Company to NationsBanc
Montgomery Securities LLC, Donaldson, Lufkin & Jenrette Securities
Corporation, Robert W. Baird & Co., Incorporated and Lehman Brothers
(collectively, the "Initial Purchasers") pursuant to a purchase agreement
dated March 18, 1998. The price to investors for the notes sold in the
offering was 100% of the principal amount thereof for an aggregate offering
price of $115,000,000. The Company received approximately $111,000,000 in net
proceeds from the sale of the notes after the Initial Purchasers' discount of
3% of the aggregate principal amount of the notes for an aggregate discount of
$3,450,000 and after other issue costs of approximately $500,000. The issuance
of the notes, including the common stock issuable upon conversion of the
notes, was exempt from the registration requirements of the Securities Act of
1933, as amended, since the securities were sold in reliance upon Rule 144A
under the Securities Act of 1933, as amended.
ITEM 6. SELECTED FINANCIAL DATA (IN THOUSANDS, EXCEPT PER SHARE DATA)
The selected historical financial data set forth below as of and for the
fiscal years ended July 31, 1998, 1997, 1996, 1995 and 1994 have been derived
from the audited Consolidated Financial Statements of the Company. The
following information should be read in conjunction with the Consolidated
Financial Statements and Notes thereto and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" included elsewhere
in this Form 10-K.
<TABLE>
<CAPTION>
FISCAL YEARS ENDED JULY 31,
----------------------------------------------
1998(1) 1997(2) 1996(3) 1995 1994
-------- -------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
STATEMENT OF INCOME DATA:
Revenues...................... $210,568 $115,022 $58,145 $49,558 $34,165
Cost of Professional Services. 150,541 85,979 45,918 40,082 28,047
-------- -------- ------- ------- -------
Gross Margin.................. 60,027 29,043 12,227 9,476 6,118
Selling, General and
Administrative Expenses(4)... 39,434 18,654 6,719 5,769 5,581
-------- -------- ------- ------- -------
Operating Income(4)........... 20,593 10,389 5,508 3,707 537
(Expense) Interest Income,
net.......................... (382) 869 (162) (764) (401)
-------- -------- ------- ------- -------
Income Before Provision for
Income Taxes................. 20,211 11,258 5,346 2,943 136
Provision for Income Taxes.... 8,949 4,542 2,096 1,205 56
-------- -------- ------- ------- -------
Net Income(4)................. $ 11,262 $ 6,716 $ 3,250 $ 1,738 $ 80
======== ======== ======= ======= =======
Net Income Per Share --
Basic(5).................... $ 1.00 $ 0.74 $ 0.61 $ 0.43 $ 0.01
======== ======== ======= ======= =======
Net Income Per Share --
Diluted(5).................. $ 0.96 $ 0.71 $ 0.54 $ 0.38 $ 0.01
======== ======== ======= ======= =======
Weighted Average Common Shares
Outstanding -- Basic(5)...... 11,242 9,090 5,314 4,000 6,323
======== ======== ======= ======= =======
Weighted Average Common Shares
Outstanding -- Diluted(5).... 11,696 9,460 6,039 4,580 6,323
======== ======== ======= ======= =======
<CAPTION>
JULY 31,
----------------------------------------------
1998 1997 1996 1995 1994
-------- -------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working Capital............... $114,074 $ 30,180 $26,901 $ 1,833 $ 267
Total Assets.................. 264,843 110,287 44,029 7,623 5,638
Total Long-term Debt,
Including Current
Portion(6)(7)................ 111,288 -- -- 4,305 6,185
Series A Convertible Preferred
Stock(8)..................... -- -- -- 1,485 --
Shareholders' Equity
(Deficit)(8)(9)(10)(11)...... 121,673 99,659 40,036 (2,878) (4,524)
</TABLE>
- --------
(1) The statement of income and balance sheet data include the results of
operations and acquired net assets of the Company and S/3/G Inc. beginning
January 28, 1998, and EXi Corp. beginning May 21, 1998.
(2) The statement of income and balance sheet data include the results of
operations and acquired net assets of the Company and PSC beginning
November 27, 1996, Leardata beginning January 7, 1997, Computec beginning
April 30, 1997, and SelecTech beginning July 11, 1997.
13
<PAGE>
(3) The statement of income and balance sheet data include the results of
operations and acquired net assets of the Company and AD&D beginning July
1, 1996.
(4) Selling, general and administrative expenses for fiscal 1994 include
management fees of $586,000 which were paid to a management company
controlled by one of the founders of DPRC. This management fee was
terminated in February 1994 upon the redemption of such founder's
ownership interest in DPRC. Selling, general and administrative expenses
for fiscal 1994 and 1995 also include compensation paid to DPRC's Chief
Executive Officer of $1.7 million and $921,000, respectively. Effective
March 1995, that officer's annual compensation was significantly reduced.
(5) Net income per share was computed as explained in Note 2 of the Notes to
the Consolidated Financial Statements.
(6) On March 24, 1998, the Company completed the sale of $115.0 million of
its convertible subordinated Notes due 2005. The notes were recorded net
of a discount and issue costs of $3,950,000, which will be amortized over
seven years based on the effective interest method. See Note 5 of the
Notes to the Consolidated Financial Statements.
(7) Does not include working capital borrowings under the Company's revolving
credit facility, which were $836,000 and $2.4 million as of July 31, 1995
and 1994, respectively.
(8) The outstanding shares of Series A Convertible Preferred Stock were
subject to mandatory redemption by the Company at any time after March
2005 upon the request of the holders of a majority of such shares then
outstanding. Consequently, such shares were not included in actual
shareholders' equity (deficit) as of July 31, 1995. Such shares
automatically converted into 592,000 shares of Common Stock immediately
prior to the consummation of the initial public offering.
(9) In January 1997, the Company completed a second public offering of
2,395,000 shares of its Common Stock at an offering price of $17.50 per
share for net proceeds of $38.9 million.
(10) In March 1996, the Company completed an initial public offering of
2,726,000 shares of its Common Stock at an offering price of $14.00 per
share for net proceeds of $34.3 million.
(11) The Company recorded a charge to retained earnings of approximately $4.8
million in February 1994 in connection with the redemption of all shares
of Common Stock not owned by the founder.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
In addition to the historical information contained herein, this Form 10-K
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-K and the Company's Form 10-Q for the quarters ended October 31, 1997,
January 31, 1998 and April 30, 1998. 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 June 11, 1998.
OVERVIEW
Early in fiscal 1994, the Company began to implement a growth strategy
focused on expanding its geographic coverage, increasing its service offerings
and enhancing overall profitability. The Company has expanded from three
offices in 1996 located in California to 17 offices in 12 states and one
national and four international recruiting offices (one in California, two in
England, one in Australia and one in Canada,
14
<PAGE>
respectively) as of July 1998. Of the 14 new offices, six were internally
developed and eight were acquired. Through internal development and
acquisitions, the Company has added a number of higher margin, specialty
service areas and increased its percentage of full-time salaried consultants.
The Company plans to continue its acquisition strategy in order to further
expand its geographic scope and broaden its service offerings. The Company
believes that both the size and fragmented nature of the IT services industry
provide continuing opportunities for expansion. The Company continually
reviews potential acquisitions and is currently in various stages of
investigating and negotiating with several acquisition candidates.
The Company's business strategy encompasses a number of key elements which
management believes are necessary to ensure high-quality standards and to
achieve consistently strong financial performance. The primary element of this
strategy is to recruit, develop and retain qualified technical consultants. To
compete for scarce IT resources, the Company focuses on: (i) expanding its
pool of experienced and specialized recruiters; (ii) offering its technical
consultants competitive wages; (iii) offering its technical consultants an
opportunity to purchase a comprehensive employee benefits package; (iv)
effectively communicating with its technical consultants; (v) providing
specialized training through licensed training programs; and (vi) expanding
its national recruiting organization. In connection with a prior acquisition,
DPRC gained international recruiting capabilities through two offices in
England and one in Australia. DPRC opened another recruiting office post-
acquisition in Canada. The Company also attracts new consultants in its
established markets through referrals and the Internet.
Substantially all of the Company's revenues are based on the hourly billings
of its technical consultants and are recognized as services are provided. The
average billing rate as of July 31, 1998 was approximately $68.00 per hour, up
from approximately $60.50 per hour as of July 31, 1997. Billing rates vary
from market to market, are determined according to the skill level of the
technical consultant on assignment and, are individually negotiated with each
client. Although the Company has historically paid its technical consultants
only when they were actually on assignment with a client, a significant number
of the consultants added through acquired companies are salaried employees who
are paid whether or not they are on assignment. Typically, the gross margins
associated with such salaried consultants are higher than for consultants who
are paid only when they are on assignment, if the unassigned time of these
consultants is managed effectively.
Although the Company serves a large number of clients in a broad range of
industry groups, approximately 14.3% of the Company's revenues in fiscal 1998,
down from 21.7% in fiscal 1997, were derived from the Company's eight largest
foreign automobile and motorcycle manufacturers with operations in Southern
California. Approximately 25.6% of the Company's fiscal 1998 revenues were
derived from its ten largest clients. This compares to 32.1% for fiscal 1997.
The Company's largest two clients comprised 3.9% and 3.6% of the Company's
total revenue, respectively. A significant increase or decrease in demand by a
large client could have a substantial effect on the Company's revenues, and
revenues from any one client can vary materially from period to period.
15
<PAGE>
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
The following table presents unaudited quarterly consolidated financial
information for each of the Company's last eight fiscal quarters. In the
opinion of the Company's management, this quarterly information has been
prepared on the same basis as the audited consolidated financial statements
appearing elsewhere in this Form 10-K and includes all adjustments (consisting
only of normal recurring adjustments) necessary to present fairly the
unaudited quarterly results set forth herein. The Company's quarterly results
have in the past been subject to fluctuations, and thus, the operating results
for any quarter are not necessarily indicative of results for any future
period.
<TABLE>
<CAPTION>
QUARTER ENDED
------------------------------------------------------------------------
7/31/98 4/30/98 1/31/98 10/31/97 7/31/97 4/30/97 1/31/97 10/31/97
------- ------- ------- -------- ------- ------- ------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues................ $64,556 $56,135 $44,783 $45,094 $39,756 $31,355 $23,777 $20,134
Cost of Professional
Services............... 45,369 39,872 32,610 32,690 28,938 23,435 18,172 15,434
------- ------- ------- ------- ------- ------- ------- -------
Gross Margin............ 19,187 16,263 12,173 12,404 10,818 7,920 5,605 4,700
Selling, General and
Administrative
Expenses............... 12,773 10,714 7,920 8,027 6,945 5,191 3,665 2,853
------- ------- ------- ------- ------- ------- ------- -------
Operating Income........ $ 6,414 $ 5,549 $ 4,253 $ 4,377 $ 3,873 $ 2,729 $ 1,940 $ 1,847
======= ======= ======= ======= ======= ======= ======= =======
Net Income.............. $ 3,385 $ 2,938 $ 2,417 $ 2,522 $ 2,352 $ 1,855 $ 1,261 $ 1,248
======= ======= ======= ======= ======= ======= ======= =======
Net Income Per Share --
Basic................. $ 0.29 $ 0.26 $ 0.22 $ 0.23 $ 0.21 $ 0.18 $ 0.16 $ 0.17
======= ======= ======= ======= ======= ======= ======= =======
Net Income Per Share --
Diluted............... $ 0.28 $ 0.25 $ 0.21 $ 0.22 $ 0.21 $ 0.18 $ 0.16 $ 0.16
======= ======= ======= ======= ======= ======= ======= =======
Weighted Average Common
Shares Outstanding --
Basic................. 11,490 11,344 11,102 11,033 10,942 10,222 7,703 7,492
======= ======= ======= ======= ======= ======= ======= =======
Weighted Average Common
Shares Outstanding --
Diluted............... 11,975 11,842 11,512 11,457 11,403 10,530 8,065 7,840
======= ======= ======= ======= ======= ======= ======= =======
OTHER DATA:
Gross Margin Percentage. 29.7% 29.0% 27.2% 27.5% 27.2% 25.3% 23.6% 23.3%
Operating Income
Percentage............. 9.9% 9.9% 9.5% 9.7% 9.7% 8.7% 8.2% 9.2%
EBITA(1)................ $ 7,560 $ 6,630 $ 4,918 $ 5,131 $ 4,512 $ 3,060 $ 2,129 $ 1,958
EBITA Percentage........ 11.7% 11.8% 11.0% 11.4% 11.3% 9.8% 9.0% 9.7%
</TABLE>
- --------
(1) Represents earnings before interest, taxes and amortization.
Demand for the Company's services is generally lower in the quarter ending
January 31 due to reduced activity during the holiday season and a lower
number of working days for those clients which curtail operations between
Christmas and New Years Day. The Company anticipates that its business will
continue to be subject to such seasonal variations.
RESULTS OF OPERATIONS
The following table sets forth the percentages of revenues represented by
certain items in the Company's consolidated statement of income for the
indicated periods.
<TABLE>
<CAPTION>
FISCAL YEARS
ENDED JULY 31,
-------------------
1998 1997 1996
----- ----- -----
<S> <C> <C> <C>
Revenues................................................... 100.0% 100.0% 100.0%
Cost of Professional Services.............................. 71.5% 74.8% 79.0%
----- ----- -----
Gross Margin............................................... 28.5% 25.2% 21.0%
Selling, General and Administrative Expenses............... 18.7% 16.2% 11.5%
----- ----- -----
Operating Income........................................... 9.8% 9.0% 9.5%
Net Income................................................. 5.3% 5.8% 5.6%
</TABLE>
16
<PAGE>
FISCAL YEAR ENDED JULY 31, 1998 COMPARED TO FISCAL YEAR ENDED JULY 31, 1997
Revenues. Revenues increased $95.5 million, or 83.1%, to $210.6 million for
fiscal 1998 as compared to $115.0 million for fiscal 1997. This increase
resulted primarily from a combination of acquisitions and internal revenue
growth. The internal growth rate, which excludes revenue from the first twelve
months after the closing date for each acquisition, was approximately 34%.
Included in internal growth is approximately $1.2 million in revenue from the
opening of new offices in St. Louis, Missouri, Portland, Oregon and San Diego,
California. Additionally, the internal growth is due to a combination of: (i)
new information technology projects; (ii) increased demand in the networking
and communications market; (iii) a broadening of the types of services being
provided such as network management and desktop services, Year 2000, Tandem
and packaged software implementations; (iv) direct international recruiting
through the Company's Computec subsidiary, as well as, direct and indirect
recruiting in the Far East; and (v) increased billing rates resulting from an
increase in consultant wages.
Gross Margin. Gross margin increased $31.0 million, or 106.7%, to $60.0
million, for fiscal 1998 as compared to $29.0 million for fiscal 1997. As a
percentage of revenues, gross margin increased for fiscal 1998 to 28.5% as
compared to 25.2% for the prior year period. This gross margin percentage
improvement reflects higher gross margins from: (i) acquisitions of companies
with higher gross margin business, such as network management and desk top
services; packaged software implementation, software engineering and
international recruiting; (ii) emphasis on expansion of the higher margin
businesses in existing markets, including network management and desktop
services, Year 2000 conversions and software engineering; and (iii) cross
selling of higher margin services such as Tandem, packaged software
implementations and international recruiting into all markets.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased $20.8 million, or 111.4%, to $39.4 million
for fiscal 1998, as compared to $18.7 million for fiscal 1997. As a percentage
of revenues, selling, general and administrative expenses also increased to
18.7% for fiscal 1998, as compared to 16.2% for the prior year period. This
increase is primarily attributable to the increased amortization of intangible
assets related to acquisitions of $2.4 million, and increased expenses of $3.0
million related to corporate management personnel and infrastructure required
to support actual and planned Company growth.
Operating Income. Operating income increased $10.2 million, or 98.2%, to
$20.6 million for fiscal 1998 from $10.4 million for the same period in 1997.
As a percentage of revenues, operating income increased to 9.8% for fiscal
1998 as compared to 9.0% for fiscal 1997 reflecting the increase in gross
margins offset by the increase in selling, general and administrative expenses
as a percentage of revenues.
Interest Income (Expense), net. The Company had net interest expense of
$382,000 for fiscal 1998 as compared to net interest income of $869,000 for
fiscal 1997 primarily as a result of interest expense on the $115.0 million
aggregate principal amount of 5 1/4% convertible subordinated notes issued in
March 1998, which was offset by interest income from the investment of
proceeds of those notes and as a result of interest on borrowings related to
the acquisition of S/3/G.
Provision for Income Taxes. The Company's effective tax rate increased to
44.3% in fiscal 1998 from 40.3% in fiscal 1997. The increase in the effective
tax rate is primarily due to nondeductible amortization of goodwill.
FISCAL YEAR ENDED JULY 31, 1997 COMPARED TO FISCAL YEAR ENDED JULY 31, 1996
Revenues. Revenues increased $56.9 million, or 97.8%, to $115.0 million for
fiscal 1997 as compared to $58.1 million for fiscal 1996. This increase
resulted primarily from the contribution of revenues from the acquisitions of
AD&D (acquired in July 1996), PSC (acquired in November 1996), Leardata
(acquired in January 1997), Computec (acquired in April 1997) and SelecTech
(acquired in July 1997), and from the San Francisco branch (opened in 1993),
the Denver branch (opened in November 1995), the Seattle branch (opened in
June 1996), the Des Moines branch (opened in September 1996), the Portland
branch (opened in February 1997) and
17
<PAGE>
from increased revenues of the Company's locations in California. The internal
growth rate, excluding acquisitions, for fiscal 1997 was 22.7%. 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 services.
Gross Margin. Gross margin increased $16.8 million, or 137.5%, to $29.0
million, for fiscal 1997 as compared to $12.2 million for fiscal 1996. As a
percentage of revenues, gross margin increased for fiscal 1997 to 25.2% as
compared to 21.0% for the prior year period. This gross margin percentage
improvement reflects higher gross margins from: (i) AD&D, PSC, Leardata,
Computec and SelecTech due to their higher mix of salaried consultants; (ii)
the opening of the branch offices in Denver, 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 in fiscal 1997.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased approximately $11.9 million, or 177.6%, to
$18.7 million for fiscal 1997, as compared to $6.7 million for fiscal 1996.
Selling, general and administrative expenses also increased as a percentage of
revenues to 16.2% for fiscal 1997, as compared to 11.5% for the prior year
period. This increase primarily resulted from: (i) amortization of intangible
assets related to the acquisitions of AD&D, PSC, Leardata, Computec and
SelecTech, (ii) investment in additional management personnel and corporate
infrastructure required to support planned Company growth, particularly sales
and recruiting personnel; and (iii) costs related to new branch openings.
Operating Income. Operating income increased $4.9 million, or 88.6%, to
$10.4 million for fiscal 1997 from $5.5 million for the same period in 1996.
As a percentage of revenues, operating income decreased to 9.0% for fiscal
1997 as compared to 9.5% for fiscal 1996 reflecting the increase in selling,
general and administrative expenses as a percentage of revenues, offset, in
part, by gross margin improvement.
Interest Income (Expense), net. The Company had net interest income of
$869,000 for fiscal 1997 as compared to interest expense of $162,000 for
fiscal 1996 as a result of the repayment of the Company's interest bearing
debt with a portion of the proceeds of the Company's initial public offering
of securities in March 1996, the proceeds of the Company's second public
offering of securities (the "Offering") in January 1997, and the investment of
the remaining proceeds of both offerings in interest bearing investment grade
securities.
Provision for Income Taxes. The Company's effective tax rate increased to
40.4% in fiscal 1997 from 39.2% in fiscal 1996. The increase in the effective
tax rate is primarily due to nondeductible amortization of goodwill on certain
acquisitions offset by the tax benefit associated with investment in short-
term tax exempt cash equivalents. The Company expects the effective rate to
increase over the next year to reflect a full year of non-deductible goodwill
amortization resulting from the acquisitions made in 1997.
INFLATION
The effects of inflation on the Company's operations were not significant
during the periods presented in the consolidated financial statements.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents, investments available for sale and working
capital totaled $40.6 million, $60.0 million and $114.1 million, respectively,
as of July 31, 1998. Cash generated by operating activities increased to $6.6
million in fiscal 1998 as compared to $2.9 million in fiscal 1997 and $1.8
million in fiscal 1996. The increases were due to higher operating income
partially offset by the increased use of working capital primarily
attributable to an increase in accounts receivable that resulted from the
growth in revenue.
Cash used in investing activities increased to $97.1 million in fiscal 1998
as compared to $46.3 million in fiscal 1997 and $9.4 million in fiscal 1996.
The increase in fiscal 1998 as compared to fiscal 1997 is due primarily
18
<PAGE>
to the investment of $60.0 million of the proceeds of the $115.0 million
convertible debt offering into investments with a maturity greater than 90
days, partially offset by a lower use of cash for acquisitions. The increase
in the use of cash for investing activities in fiscal 1997 over fiscal 1996
was due primarily to an increase in the use of cash for acquisitions.
Cash provided by financing activities increased to $113.3 million in fiscal
1998 as compared to $39.4 million in fiscal 1997 and $29.2 million in fiscal
1996. The increase in fiscal 1998 as compared to fiscal 1997 was due to the
issuance of $115.0 million of convertible subordinated notes, recorded net of
discount and issue costs of $3.9 million, partially offset by a decrease in
proceeds raised from the issuance of Common Stock. The increase in cash
provided by financing activities in fiscal 1997 as compared to fiscal 1996 was
due to an higher amount of funds raised from an issuance of Common Stock and a
decrease in the repayment of notes payable.
On March 24, 1998 the Company completed the sale of its 5 1/4% convertible
subordinated notes due 2005. The Company used a portion of the proceeds to
repay $19.5 million of debt outstanding on its credit facility and expects to
use the remaining net proceeds for working capital, and other general
corporate purposes, including acquisitions. Interest payments of approximately
$3.0 million are payable on April 1 and October 1 of each year beginning on
October 1, 1998. The Company anticipates that cash generated from operating
activities will be sufficient to fund these interest payments.
The Company has 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 of $60.0 million principal amount, and bears
interest at the prime rate to the prime rate plus .5% or LIBOR plus 0.50% to
1.75% depending on defined financial conditions. At the end of three years,
the outstanding principal balance on the facility converts to a two-year fully
amortized term loan. The Credit Facility contains various covenants, including
the maintenance of defined financial ratios such as net worth. As of July 31,
1998, the Company had no borrowings outstanding under the Credit Facility and
was in compliance with all bank covenants.
The Company previously completed the acquisition by merger of Computec on
April 30, 1997. The definitive agreement obligates the Company to make earnout
payments 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% in cash and 40%
in shares of common stock. The aggregate amount of the initial consideration
and the earnout may not exceed $70.0 million. The first installment of the
earnout payment, consisting of $390,000 in cash and 14,970 shares of Common
Stock, was paid in October 1997. The second installment of the earnout
payment, consisting of $2.3 million in cash and 51,854 shares of Common Stock,
was paid in June 1998. The third installment of the earnout payment,
consisting of $3.4 million in cash and 73,078 shares of Common Stock, was paid
in September 1998 and is recorded in the consolidated financial statements as
intangible assets, accounts payable and accrued liabilities as July 31 1998.
The fourth and final installment of the earnout is due in March 1999. 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.
On January 27, 1998, the Company completed the acquisition of substantially
all the assets of S/3/G for approximately $28.2 million in cash and 204,552
shares of restricted DPRC Common Stock, valued at approximately $4.0 million.
The Company borrowed $25.5 million under the credit facility to finance a
portion of the cash purchase price of such acquisition. The definitive
purchase agreement obligates the Company to make additional earnout payments
semi-annually, contingent upon earnings before interest and taxes of the S/3/G
business through December 31, 1998. The earnout is conditioned upon the S/3/G
business first obtaining a 30.0%
19
<PAGE>
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% in cash and 15% in
shares of Common Stock. The first installment of the earnout payment,
consisting of $5.8 million in cash and 32,880 shares of Common Stock, was paid
in September 1998 and is recorded in the consolidated financial statements as
intangible assets, accounts payable and accrued liabilities as July 31, 1998.
The second and final installment of the earnout is due in March 1999. Should
the S/3/G business 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 is in the process of installing and implementing a new financial
accounting system at a cost of up to $9.5 million. This new financial system
is expected to take 18-24 months to fully install, test and implement in all
office locations. The Company expects to pay the costs of this project with
existing cash and cash equivalents, investments, 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, earnout payments 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 has been 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 $250,000 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 $100,000. 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.
RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1997, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (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
20
<PAGE>
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.
In February 1998, the FASB issued SFAS No. 132, Employers' Disclosures about
Pensions and Other Postretirement Benefits. SFAS No. 132 establishes
disclosure standards for pensions and other postretirement benefits. SFAS No.
132 is effective for the Company beginning in fiscal 1999. The Company does
not anticipate that the adoption of this new standard will have a material
impact on its financial position or results of operations.
In June 1998, the FASB issued SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities. SFAS No. 133 establishes accounting and
reporting standards for derivative instruments and for hedging activities. It
requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those
instruments at fair value. SFAS No. 133 is effective for the Company beginning
in the first quarter of fiscal 2000. The Company does not anticipate that the
adoption of this new standard will have a material impact on its financial
position or results of operations.
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. In
evaluating the Company's state of readiness the Company is considering the
following key areas: (i) the Company's principal staffing and financial
systems; (ii) software used in the Company's internal computer network; (iii)
third-party vendors; (iv) customers; and (v) telecommunications and other
support systems. The Company is addressing each of these areas in three
separate phases. The first phase identifies all systems in each area that may
contain potential Year 2000 issues. The second phase involves an investigation
into whether a Year 2000 issue actually exists for each system identified. The
third phase involves actual resolution of the issue and/or the development of
a contingency plan.
The Company has completed an evaluation of the principal staffing and
financial systems. These systems are licensed from and maintained by third-
party software development companies, which the Company believes are Year
2000-compliant. The Company has obtained representations from these companies
that indicate that the systems are Year 2000-compliant. In addition to those
representations, the Company will conduct its own tests of these critical
systems to ensure that they are Year 2000-compliant. The initial testing of
these systems should be completed by March 31, 1999. In addition, the Company
is currently in the process of installing a new financial system, which
management believe is, and the software vendor has represented as being, Year
2000-compliant. The Company does not anticipate any significant disruptions of
the business resulting from its principal staffing and financial systems.
The Company has completed the first phase of an evaluation of the mission
critical software used on the Company's internal computer network. Software
used on the Company's internal computer network is substantially all licensed
from major software vendors that have represented that their products are
compliant or will be compliant by January 1, 2000. The Company is currently in
the second phase of the process which involves investigating and documenting
these facts for each software product supported by the Company. This phase is
expected to be completed by January 31, 1999. The Company does not anticipate
any significant disruptions of the business resulting from such software.
The Company is just beginning a review of other third-party vendors. The
first phase of this review should be completed by December 31, 1998 and the
second phase should be completed by March 31, 1999. The Company, however,
believes that it's exposure in regards to third-party vendors is minimal, as
the Company is mainly a service provider and is not dependent on a supply of
raw materials or inventory. With the exception of
21
<PAGE>
basic utilities, payroll processing and benefit administration, any disruption
to the Company's other vendors is not likely to significantly disrupt the
Company's business. The Company does rely on a third-party vendors for payroll
processing and benefits administration. The payroll-processing vendor has
indicated that its product is Year 2000-compliant. The Company is requesting
documentation from the benefits administrator and should have an evaluation of
their degree of readiness by December 31, 1998. The Company is dependent on
basic public infrastructure, such as telecommunications and utilities, in
order to function normally. Significant long-term interruptions of this
infrastructure could have an adverse effect on the operations of the Company.
As part of the second phase, the Company will be contacting major
telecommunications and utility companies to determine whether any significant
interruptions of service are probable. Notwithstanding the Company's efforts
in this area, there can be no assurance that the Company can develop a
contingency plan that effectively deals with a major failure of public
infrastructure.
The Company has begun an evaluation of the potential risks associated with
its customers' Year 2000 issues. The Company will attempt to evaluate whether
a potential disruption of revenue could result from a Year 2000 problem in a
customer's system. The first phase will involve polling of the Company's
customers and consultants. The first phase will be completed by January 31,
1999. The second phase will be planned based on the results of the initial
evaluation. The Company feels that Year 2000 issues are not likely to cause a
significant disruption of development projects that its consultants are
working on and may, in some cases, actually create a demand for more
consultant hours in order to respond to Year 2000 disruptions.
The Company has just begun a review of non-information technology systems,
such as telephones, office equipment and facility related systems. This first
phase of identifying potential issues will be completed by January 31, 1999.
The second phase of evaluating actual Year 2000 problems should be completed
by March 31, 1999.
The Company does not believe that it will need to acquire any significant
new software systems in response to Year 2000 issues. The decision to develop
and implement a new financial system was made independent of Year 2000
concerns for the purposes of improving the Company's efficiency and financial
reporting capabilities. Most of the cost related to Year 2000 will be for
additional technical services retained to supplement the existing information
systems staff for Year 2000 projects. The Company has incurred minimal
expenses thus far on Year 2000 issues and expects to incur up to $250,000 to
complete the project.
Depending on the area involved, the Company is in either the first or second
phase of its evaluation of Year 2000 issues. These phases are scheduled to be
completed as discussed above. Upon completion of Phase 2 for each area, the
contingency planning phase will begin. The Company anticipates that all its
evaluations and contingency plans will be completed and documented by June 30,
1999. There can be no assurance that any such plans will fully mitigate any
potential failures or problems. Furthermore, there may be certain mission-
critical third parties, such as utilities, telecommunication companies, or
vendors where alternative arrangements or sources are limited or unavailable.
The extent and magnitude of the Year 2000 problem as it will affect the
Company, both before, and for some period after, January 1, 2000, are
difficult to predict or quantify for a number of reasons. Among the most
important are the lack of control over systems that are used by the third
parties who are critical to the Company's operation, such as
telecommunications and utilities companies, the complexity of testing
interconnected networks and applications that depend on third-party networks
and the uncertainty surrounding how others will deal with liability issues
raised by Year 2000-related failures. Moreover, the estimated costs of
implementing the Plan do not take into account the costs, if any, that might
be incurred as a result of Year 2000-related failures that occur despite the
Company's implementation of the Plan.
Although the Company is not currently aware of any material operational
issues associated with preparing its internal systems for the Year 2000, or
material issues with respect to the adequacy of mission-critical third- party
systems, there can be no assurance, due to the overall complexity of the Year
2000 issue, that the Company will not experience material unanticipated
negative consequences and/or material costs caused by undetected
22
<PAGE>
errors or defects in such systems or by the Company's failure to adequately
prepare for the results of such errors or defects, including costs or related
litigation, if any. The impact if such consequences could have a material
adverse effect on the Company's business, financial condition or results of
operations.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market risk related to changes in interest rates.
A discussion of the Company's accounting policies for financial instruments
and further disclosures relating to financial instruments is included in the
Summary of Significant Accounting Policies in the Notes to Consolidated
Financial Statements. The Company monitors the risks associated with interest
rates and financial instrument positions.
The Company's revenue derived from international operations is not material
and, therefore, the risk related to foreign currency exchange rates is not
material.
INVESTMENT PORTFOLIO
The Company has no derivative financial instruments or derivative commodity
instruments in its cash and cash equivalents and investments. The Company
invests its cash and cash equivalents and investments in high-quality and
highly liquid investments consisting of taxable money market instruments,
corporate bonds and some tax-exempt securities. The average yields on the
Company's investments in the first half of the fiscal year resulted primarily
from investments in tax-exempt securities and averaged approximately 3.5%. As
of July 31, 1998, the Company's cash and cash equivalents and investments
consisted primarily of taxable money market instruments, corporate and tax-
exempt securities with maturities of less than one year with an average yield
of approximately 5.6%.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Item 14 (a)
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
23
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item will be contained in the Company's
Proxy Statement for its Annual Meeting of Shareholders to be held December 21,
1998 to be filed with the Securities and Exchange Commission within 120 days
after July 31, 1998 and is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item will be contained in the Company's
Proxy Statement for its Annual Meeting of Shareholders to be held December 21,
1998 to be filed with the Securities and Exchange Commission within 120 days
after July 31, 1998 and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item will be contained in the Company's
Proxy Statement for its Annual Meeting of Shareholders to be held December 21,
1998 to be filed with the Securities and Exchange Commission within 120 days
after July 31, 1998 and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item will be contained in the Company's
Proxy Statement for its Annual Meeting of Shareholders to be held December 21,
1998 to be filed with the Securities and Exchange Commission within 120 days
after July 31, 1998 and is incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
<TABLE>
<S> <C>
(a) 1. INDEX TO FINANCIAL STATEMENTS FILED AS PART OF THIS
REPORT:
Independent Auditors' Report................................... F-1
Consolidated Balance Sheets as of July 31, 1998 and 1997....... F-2
Consolidated Statements of Income for the Years Ended July 31,
1998, 1997 and 1996........................................... F-3
Consolidated Statements of Shareholders' Equity for the Years
Ended July 31, 1998, 1997 and 1996............................ F-4
Consolidated Statements of Cash Flows for the Years Ended July
31, 1998, 1997 and 1996....................................... F-5
Notes to Consolidated Financial Statements for the Years Ended
July 31, 1998, 1997 and 1996.................................. F-6 thru F-15
2. FINANCIAL STATEMENT SCHEDULES
Schedule II. Valuation and Qualifying Accounts for the Years
Ended July 31, 1998, 1997 and 1996............................ S-1
</TABLE>
24
<PAGE>
3. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
<C> <S>
2.1 Agreement of Purchase and Sale of Assets dated July 1, 1996, by
and among Data Processing Resources Corporation, ADD
Consulting, Inc. and Gerald R. Ladd(1)
2.2 Registration Rights Agreement dated July 1, 1996, by and
between Data Processing Resources Corporation and ADD
Consulting, Inc.(1)
2.3 Stock Purchase Agreement dated December 16, 1996, by and among
Data Processing Resources Corporation, Leardata Info-Services,
Inc., General Atlantic Leardata Partners, L.P., Bruce M. Smith,
Chris P. Smith, Steve P. Donaldson, Robert M. Howe and
Barbara A. Kuhler(5)
2.4 Form of Registration Rights Agreement to be entered into among
Data Processing Resources Corporation, Leardata Info-Services,
Inc., General Atlantic Leardata Partners, L.P., Bruce M. Smith,
Chris P. Smith, Steve P. Donaldson, Robert M. Howe and Barbara
A. Kuhler(5)
2.5 Agreement and Plan of Merger dated April 29, 1997, by and among
Data Processing Resources Corporation, DPRC Acquisition Corp.,
Computec International Strategic Resources, Inc., Christopher
W. Lancashire, Alicia R. Lancashire and Merrill Lynch Trust
Company of California, as Trustee of The Lancashire Charitable
Remainder Unitrust.(6)
2.6 Registration Rights Agreement dated April 29, 1997, by and
among Data Processing Resources Corporation, Christopher W.
Lancashire and Alicia R. Lancashire.(6)
2.7 Agreement of Purchase and Sale of Assets dated January 27,
1998, by and among Data Processing Resources Corporation,
S/3/G, Inc. and Michael G. McCarthy(8)
2.8 Registration Rights Agreement dated January 27, 1998, by and
between Data Processing Resources Corporation and S/3/G,
Inc.(8)
2.9 Agreement and Plan of Merger dated as of June 16, 1998, by and
among Data Processing Resources Corporation, DPRC Acquisition
Corp., Systems & Programming Consultants, Inc., Richard K.
Carlisle, Thomas G. Carlisle, Jeffery Carter and Robert
Gallagher (The "Merger Agreement")(11)
2.10 Letter Agreement amending certain terms of the Merger
Agreement, dated October 13, 1998+
2.11 Letter Agreement amending certain terms of the Merger
Agreement, dated October 20, 1998(12)
3.1 Restated Articles of Incorporation of the Company(2)
3.2 Restated Bylaws of the Company(2)
4.1 Investors' Rights Agreement dated as of March 2, 1995, by and
among the Company and the Holders who are signatories thereto,
as amended by Amendment No. 1(2)
4.2 Specimen Common Stock certificate(2)
4.3 Indenture dated as of March 24, 1998 between Data Processing
Resources Corporation and State Street Bank and Trust Company
of California, N.A. and Form of Note(9)
4.4 Registration Rights Agreement dated as of March 24, 1998
between Data Processing Resources Corporation and NationsBanc
Montgomery Securities, LLC, Donaldson, Lufkin, Jenrette
Securities Corporation, Robert W. Baird & Co., Incorporated and
Lehman Brothers (the "Initial Purchasers")(9)
4.5 Purchase Agreement dated as of March 18, 1998 between Data
Processing Resources Corporation and the Initial Purchasers(9)
10.1 Employment Agreement dated as of August 1, 1995 between the
Company and David M. Connell(2)*
10.2 Employment Agreement dated as of August 1, 1995 between the
Company and Mary Ellen Weaver(2)*
10.3 Employment Agreement dated as of January 5, 1996 between the
Company and Michael A. Piraino(2)*
10.4 1994 Stock Option Plan, as amended(3)*
10.5 Form of Stock Option Agreement(2)*
10.6 Management Services Agreement dated as of December, 1993
between the Company and Information Technology Resources,
Inc.(2)
</TABLE>
25
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
<C> <S>
10.7 Covenant Not to Compete dated as of February 28, 1994 by and
among the Company and Thomas A. Ballantyne, III, Candice M.
Ballantyne, and Ballantyne Computer Service, Inc.(2)
10.8 Form of Indemnification Agreement between the Company and each
of its directors and certain officers(2)*
10.9 Employment Agreement dated as of March 1, 1996 between the
Company and Richard E. Earley(2)*
10.10 Employee Stock Purchase Plan(7)*
10.11 Credit Agreement dated as of September 25, 1997 between Data
Processing Resources Corporation and Wells Fargo Bank, National
Association (The "Credit Agreement")(7)
10.12 Employment Agreement dated April 29, 1997, by and between DPRC
Acquisition Corp. and Christopher W. Lancashire(6)*
10.13 Amendments to Employment Agreement dated as of August 1, 1995
between the Company and Mary Ellen Weaver(7)*
10.14 Amendment No. 1 to the Credit Agreement, dated March 10,
1998(10)
10.15 Amendment No. 2 to the Credit Agreement, dated June 10,
1998(10)
10.16 Amendment No. 3 to the Credit Agreement, dated October 5, 1998+
21.1 List of All Subsidiaries of the Company+
23.1 Consent of Deloitte & Touche LLP+
27.1 Financial Data Schedule for the Company for the Year Ended July
31, 1998+
</TABLE>
- --------
(1) Incorporated by reference to the Company's Current Report on Form 8-K
dated July 1, 1996, as filed with the Securities and Exchange Commission
on July 16, 1996 and, as amended, on August 27, 1996.
(2) Incorporated by reference to Amendment No. 3 to the Company's
Registration Statement on Form S-1 (No. 333-00098) as filed with the
Securities and Exchange Commission on March 5, 1996.
(3) Incorporated by reference to the Company's definitive proxy statement
with form of proxy attached as filed with the Securities and Exchange
Commission on November 19, 1996.
(4) Incorporated by reference to the Company's Annual Report on Form 10-K
for the fiscal year ended July 31, 1996.
(5) Incorporated by reference to Amendment No. 1 to the Company's
Registration Statement on Form S-1 (No. 333-18719) as filed with the
Securities and Exchange Commission on January 21, 1997.
(6) Incorporated by reference to the Company's Current Report on Form 8-K
dated April 30, 1997 as filed with the Securities and Exchange
Commission on May 15, 1997.
(7) Incorporated by reference to the 21 Company's Annual Report on Form 10-K
for the fiscal year ended July, 31, 1997.
(8) Incorporated by reference to the Company's Current Report on Form 8-K
dated January 27, 1998, as filed with the Securities and Exchange
Commission on February 11, 1998.
(9) Incorporated by reference to the Company's Current Report on Form 8-K
dated March 24, 1998, as filed with the Securities and Exchange
Commission on March 24, 1998.
(10) Incorporated by reference to the Company's Quarterly Report on Form 10-Q
for the fiscal quarter ended April 30, 1998.
(11) Incorporated by reference to the Company's Current Report on Form 8-K
dated June 16, 1998, as filed with the Securities and Exchange
Commission on June 17, 1998.
(12) Incorporated by reference to the Company's Current Report on Form 8-K
dated October 20, 1998, as filed with the Securities and Exchange
Commission on October 22, 1998.
+ Filed herewith.
* Management contract or compensatory plan or arrangement required to be
filed as an exhibit pursuant to applicable rules of the Securities and
Exchange Commission.
26
<PAGE>
(b) REPORTS ON FORM 8-K.
The Registrant filed the following reports on Form 8-K with the Securities
and Exchange Commission during the fourth quarter of 1998:
Current Report on Form 8-K dated May 20, 1998, describing under Item 5
the acquisition by merger of EXi Corp., a Minnesota corporation
("EXi"), pursuant to an Agreement and Plan of Merger dated as of May
20, 1998, by and among the Company, DPRC Acquisition Corp., a Minnesota
corporation and wholly owned subsidiary of the Company, EXi and the
shareholders of EXi, and attaching a copy of the corresponding press
release dated May 21, 1998.
Current Report on Form 8-K dated June 9, 1998, attaching as Exhibit 27
the Restated Financial Data Schedules required as a result of the
Company's restatement of its earnings per share in accordance with SFAS
No. 128 "Earnings Per Share" which requires such amounts to be
retroactively stated.
Current Report on Form 8-K dated June 16, 1998, describing under Item 5
the execution of an Agreement and Plan of Merger, dated June 16, 1998,
by and among the Company, DPRC Acquisition Corp., a North Carolina
corporation and wholly owned subsidiary of the Company, Systems &
Programming Consultants, Inc., a North Carolina corporation ("SPC"),
and certain shareholders of SPC (the "Merger Agreement"), and attaching
a copy of the Merger Agreement.
27
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
DATA PROCESSING RESOURCES CORPORATION
By: /s/ Mary Ellen Weaver
______________________________________
Mary Ellen Weaver
Chairman of the Board
and Chief Executive Officer
Date: October 15, 1998
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints David M. Connell and Michael A. Piraino and
each of them his or her true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for each person and in his or her
name, place and stead, in any and all capacities (unless revoked in writing),
to sign any and all amendments to this Form 10-K, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or his or their substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Mary Ellen Weaver Chairman of the Board, Chief October 15, 1998
____________________________________ Executive Officer and
Mary Ellen Weaver Director (Principal
Executive Officer)
/s/ David M. Connell President, Chief Operating October 15, 1998
____________________________________ Officer and Director
David M. Connell
/s/ Michael A. Piraino Executive Vice President October 15, 1998
____________________________________ (Principal Financial
Michael A. Piraino Officer)
/s/ James A. Adams Vice President, Chief October 15, 1998
____________________________________ Financial Officer (Principal
James A. Adams Accounting Officer)
/s/ Christopher W. Lancashire President, Chief Executive October 15, 1998
____________________________________ Officer of Computec
Christopher W. Lancashire International Strategic
Resources, Inc. and Director
/s/ J. Christopher Lewis Director October 15, 1998
____________________________________
J. Christopher Lewis
/s/ Patrick C. Haden Director October 15, 1998
____________________________________
Patrick C. Haden
</TABLE>
28
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders of Data Processing Resources
Corporation:
We have audited the accompanying consolidated balance sheets of Data
Processing Resources Corporation and subsidiaries (the "Company") as of July
31, 1998 and 1997, and the related consolidated statements of income,
shareholders' equity and cash flows for each of the three years in the period
ended July 31, 1998. Our audits also included the consolidated financial
statement schedule listed in the index at Item 14. These financial statements
and financial statement schedule are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. 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, such consolidated financial statements present fairly, in
all material respects, the financial position of Data Processing Resources
Corporation and subsidiaries as of July 31, 1998 and 1997, and the results of
their operations and their cash flows for each of the three years in the
period ended July 31, 1998 in conformity with generally accepted accounting
principles. Also, in our opinion, such consolidated financial statement
schedule, when considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly in all material respects the
information set forth therein.
/s/ Deloitte & Touche LLP
Costa Mesa, California
September 25, 1998
(October 20, 1998 as to Note 4 paragraph 11)
F-1
<PAGE>
DATA PROCESSING RESOURCES CORPORATION
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
JULY 31,
-----------------
1998 1997
-------- --------
<S> <C> <C>
ASSETS
Current Assets:
Cash and Cash Equivalents................................... $ 40,581 $ 17,812
Investments................................................. 59,969 --
Accounts Receivable, net of allowance for doubtful accounts
of $1,246 (1998) and $262 (1997)........................... 39,310 21,839
Prepaid Expenses and Other Current Assets................... 4,601 1,076
Deferred Tax Asset.......................................... 711 --
-------- --------
Total Current Assets..................................... 145,172 40,727
Property, net................................................ 4,092 1,429
Other Assets................................................. 757 158
Intangible Assets, net of accumulated amortization of $4,915
(1998) and $1,298 (1997).................................... 114,822 67,973
-------- --------
$264,843 $110,287
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts Payable and Accrued Liabilities.................... $ 29,793 $ 9,003
Income Taxes Payable........................................ 1,305 1,489
Deferred Income Taxes....................................... -- 55
-------- --------
Total Current Liabilities................................ 31,098 10,547
Long-Term Deferred Income Taxes.............................. 784 81
Long-Term Debt............................................... 111,288 --
Commitments and Contingencies
Shareholders' Equity:
Preferred Stock; 2,000,000 shares authorized; no shares
issued and outstanding..................................... -- --
Common Stock, no par value; 20,000,000 shares authorized;
11,570,621 (1998) and 11,013,686 (1997) shares issued and
outstanding................................................ 103,420 92,668
Retained Earnings........................................... 18,253 6,991
-------- --------
Total Shareholders' Equity............................... 121,673 99,659
-------- --------
$264,843 $110,287
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
F-2
<PAGE>
DATA PROCESSING RESOURCES CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
YEARS ENDED JULY 31,
--------------------------
1998 1997 1996
-------- -------- -------
<S> <C> <C> <C>
Revenues........................................... $210,568 $115,022 $58,145
Cost of Professional Services...................... 150,541 85,979 45,918
-------- -------- -------
Gross Margin..................................... 60,027 29,043 12,227
Selling, General and Administrative Expenses....... 39,434 18,654 6,719
-------- -------- -------
Operating Income................................... 20,593 10,389 5,508
Interest (Expense) Income, net..................... (382) 869 (162)
-------- -------- -------
Income Before Provision for Income Taxes........... 20,211 11,258 5,346
Provision for Income Taxes......................... 8,949 4,542 2,096
-------- -------- -------
Net Income......................................... $ 11,262 $ 6,716 $ 3,250
======== ======== =======
Net Income Per Share -- Basic...................... $ 1.00 $ 0.74 $ 0.61
======== ======== =======
Net Income Per Share -- Diluted.................... $ 0.96 $ 0.71 $ 0.54
======== ======== =======
Weighted Average Common Shares Outstanding --
Basic............................................ 11,242 9,090 5,314
======== ======== =======
Weighted Average Common Shares Outstanding --
Diluted.......................................... 11,696 9,460 6,039
======== ======== =======
</TABLE>
See accompanying notes to consolidated financial statements.
F-3
<PAGE>
DATA PROCESSING RESOURCES CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
COMMON STOCK RETAINED
------------------- EARNINGS
SHARES AMOUNT (DEFICIT) TOTAL
---------- -------- --------- --------
<S> <C> <C> <C> <C>
BALANCE, August 1, 1995................ 4,000,000 $ 2 $(2,880) $ (2,878)
Net Income............................. 3,250 3,250
Exercise of Stock Options and Related
Tax Benefit........................... 22,200 85 -- 85
Accretion to Redemption Value on
Preferred Shares...................... -- -- (95) (95)
Conversion of Preferred Shares into
Common Shares Concurrent with Initial
Public Offering....................... 592,000 1,580 -- 1,580
Issuance of Common Shares in Initial
Public Offering, net.................. 2,726,000 34,329 -- 34,329
Issuance of Common Shares in Connection
with Acquisition...................... 152,121 3,765 -- 3,765
---------- -------- ------- --------
BALANCE, July 31, 1996................. 7,492,321 39,761 275 40,036
Net Income............................. 6,716 6,716
Exercise of Stock Options and Related
Tax Benefit........................... 65,090 741 -- 741
Issuance of Common Shares in Second
Public Offering, net.................. 2,395,000 38,882 -- 38,882
Issuance of Common Shares in Connection
with Acquisitions..................... 1,043,040 12,972 -- 12,972
Issuance of Common Shares from Employee
Stock Purchase Plan................... 18,235 312 -- 312
---------- -------- ------- --------
BALANCE, July 31, 1997................. 11,013,686 92,668 6,991 99,659
Net Income............................. 11,262 11,262
Exercise of Stock Options and Related
Tax Benefit........................... 171,523 2,794 -- 2,794
Issuance of Common Shares in Connection
with Acquisitions..................... 339,907 7,027 -- 7,027
Issuance of Common Shares from Employee
Stock Purchase Plan................... 45,505 931 -- 931
---------- -------- ------- --------
BALANCE, July 31, 1998................. 11,570,621 $103,420 $18,253 $121,673
========== ======== ======= ========
</TABLE>
See accompanying notes to consolidated financial statements.
F-4
<PAGE>
DATA PROCESSING RESOURCES CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
YEARS ENDED JULY 31,
---------------------------
1998 1997 1996
-------- -------- -------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income........................................ $ 11,262 $ 6,716 $ 3,250
Adjustments to Reconcile Net Income to Net Cash
Provided by
Operating Activities:
Depreciation.................................... 753 377 166
Amortization of intangible assets............... 3,617 1,270 42
Amortization of debt discount and issue costs... 238 -- --
Deferred income taxes........................... (238) (219) 47
Changes in Operating Assets and Liabilities, net
of the Effect of Acquisitions:
Accounts receivable............................. (13,826) (5,721) (759)
Prepaid expenses and other current assets....... (4,062) (2,332) 77
Accounts payable and accrued liabilities........ 7,576 1,653 16
Income taxes payable............................ 1,269 1,113 (1,052)
-------- -------- -------
Net Cash Provided by Operating Activities....... 6,589 2,857 1,787
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash Paid for Acquisitions, Net of Cash Acquired.. (31,018) (44,269) (8,785)
Cash Paid for Earnout Obligations................. (3,453) (1,312) --
Purchase of Investments Available-For-Sale........ (59,969) -- --
Purchase of Property.............................. (2,665) (694) (612)
-------- -------- -------
Net Cash Used in Investing Activities........... (97,105) (46,275) (9,397)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Public Offerings of Common Stock,
net.............................................. -- 38,882 34,329
Proceeds from Employee Stock Purchase Plan........ 931 312 --
Proceeds from the Exercise of Stock Options....... 1,304 181 29
Proceeds from Line of Credit...................... 19,500
Repayment of Line of Credit....................... (19,500) -- (836)
Repayment of Notes Payable........................ -- -- (4,305)
Proceeds from Issuance of Notes Payable from Debt
Offering, net.................................... 111,050 -- --
-------- -------- -------
Net Cash Provided by Financing Activities....... 113,285 39,375 29,217
-------- -------- -------
NET INCREASE (DECREASE) IN CASH................... 22,769 (4,043) 21,607
Cash and Cash Equivalents, Beginning of Year...... 17,812 21,855 248
-------- -------- -------
Cash and Cash Equivalents, End of Year............ $ 40,581 $ 17,812 $21,855
======== ======== =======
SUPPLEMENTAL INFORMATION -- CASH PAID FOR:
Interest.......................................... $ 426 $ 83 $ 424
======== ======== =======
Income Taxes...................................... $ 8,099 $ 3,648 $ 3,102
======== ======== =======
SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING AND
INVESTING ACTIVITIES:
Conversion of Preferred Stock to Common Stock..... -- -- $ 1,580
Tax Benefit of Stock Options Exercised............ $ 1,490 $ 560 $ 56
Detail of Businesses Acquired in Purchase
Transactions:
Fair Value of Assets Acquired.................... $ 39,614 $ 69,345 $13,880
Common Stock Issued in Acquisitions.............. (5,547) (12,972) (3,765)
Cash Paid for Acquisitions, Including Cash
Acquired of $221 (1998), $3,934 (1997) and $0
(1996).......................................... (31,018) (49,515) (8,785)
-------- -------- -------
Liabilities Assumed.............................. $ 3,049 $ 6,858 $ 1,330
======== ======== =======
Common Stock Issued to Satisfy Earnout
Obligations...................................... $ 1,480 -- --
</TABLE>
See accompanying notes to consolidated financial statements.
F-5
<PAGE>
DATA PROCESSING RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JULY 31, 1998, 1997 AND 1996
1. GENERAL
Business -- Data Processing Resources Corporation (the "Company"), a
California corporation, is a leading specialty staffing company providing
information technology services to a diverse group of corporate clients.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation -- The consolidated financial statements include
the accounts of the Company and its wholly-owned subsidiaries. All significant
intercompany accounts and transactions have been eliminated.
Cash and Cash Equivalents -- The Company considers all highly-liquid
investments with an original maturity of three months or less to be cash
equivalents.
Investments -- Investments consist of high-quality money market instruments
with original maturities greater than three months, but less than one year,
and are stated at fair value. At July 31, 1998, the Company's investments are
all classified as available-for-sale. Unrealized gains and losses on
securities classified as available-for-sale were not significant.
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 three to seven years. Leasehold
improvements are amortized over the lesser of five years or the life of the
lease. The Company capitalizes the development costs related to the
customization and testing of purchased software for use within the Company in
accordance with Statement of Position 98-1, Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use. These costs along
with the costs of the purchased software itself will be amortized over five to
seven years.
Intangible Assets -- Intangible assets include covenants not-to-compete and
goodwill, which represent the excess of cost over fair value of net assets
acquired. Covenants not-to-compete and goodwill are amortized using the
straight-line method over 3 and 25 years, respectively. The recoverability of
intangible assets is determined by comparing the carrying value of intangible
assets to the estimated future operating income of the Company on an
undiscounted cash-flow basis. Should the carrying value of intangible assets
exceed the estimated operating income for the expected period of benefit, an
impairment for the excess would be recorded at that time. As of July 31, 1998,
no impairment has been recognized.
Revenue Recognition -- The Company recognizes revenue as services are
performed.
Fair Value of Financial Instruments -- Management believes the carrying
amounts of cash and cash equivalents, short-term investments, accounts
receivable, and accounts payable approximate fair value due to the short
maturity of these financial instruments. The fair value of the long-term debt
is based on current quoted market prices and is estimated to be $129,375,000
as of July 31, 1998. As of September 25, 1998, the fair value of the long-term
debt is estimated to be $119,462,000.
Income Taxes -- The Company provides for income taxes using 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 financial statements or tax returns. In estimating
future tax consequences, the Company generally considers all expected future
events other than enactments of changes in the tax laws or rates.
Additional Stock Plan Information -- The Company continues to account for
its stock-based awards using the intrinsic value method in accordance with
Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued
to Employees, and its related interpretations. No compensation expense has
been recognized in the financial statements for employee stock arrangements.
F-6
<PAGE>
DATA PROCESSING RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JULY 31, 1998, 1997 AND 1996
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Net Income Per Share -- In the second quarter of 1998, the Company adopted
Statement of Financial Accounting Standards (SFAS) No. 128, Earnings Per
Share. Under this standard, primary net income per share is replaced by basic
net income per share, and fully diluted net income per share is replaced by
diluted net income per share. All historical earnings per share information
has been restated as required by SFAS No. 128.
Basic net income per share is computed by dividing net income available to
common shareholders by the weighted average number of common shares
outstanding during the periods presented. Diluted net income per share is
computed by dividing net income available to common shareholders by the
weighted average number of common and common equivalent shares outstanding
during the periods presented assuming the conversion of all shares of the
Company's convertible preferred stock into Common Stock and the exercise of
all in-the-money stock options. Common equivalent shares have not been
included where inclusion would be antidilutive. The effect of the 5 1/4%
convertible subordinated notes issued in March 1998 was not dilutive during
fiscal 1998.
The following is a reconciliation between the number of shares used in the
basic and diluted net income per share calculations (in thousands):
<TABLE>
<CAPTION>
YEARS ENDED JULY 31,
---------------------
1998 1997 1996
------- ------ ------
<S> <C> <C> <C>
Basic net income per share:
Weighted average number of common shares
outstanding........................................ 11,242 9,090 5,314
Effect of dilutive securities:
Stock options....................................... 454 370 725
------- ------ ------
Diluted net income per share:
Weighted average number of common shares
outstanding........................................ 11,696 9,460 6,039
======= ====== ======
</TABLE>
Reclassifications -- Certain items in the prior period financial statements
have been reclassified to conform to the current period presentation.
Use of Estimates -- The preparation of financial statements in conformity
with generally accepted accounting principles necessarily requires management
to make estimates and assumptions that affect the reported amounts of assets
and liabilities and related disclosures at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting periods. Actual results could differ from these estimates.
Recent Accounting Pronouncements -- In June 1997, the Financial Accounting
Standards Board (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.
In February 1998, the FASB issued SFAS No. 132, Employers' Disclosures about
Pensions and Other Postretirement Benefits. SFAS No. 132 establishes
disclosure standards for pensions and other postretirement benefits. SFAS No.
132 is effective for the Company beginning in fiscal 1999. The Company does
not anticipate that the adoption of this new standard will have a material
impact on its financial position or results of operations.
F-7
<PAGE>
DATA PROCESSING RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JULY 31, 1998, 1997 AND 1996
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
In June 1998, the FASB issued SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities. SFAS No. 133 establishes accounting and
reporting standards for derivative instruments and for hedging activities. It
requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those
instruments at fair value. SFAS No. 133 is effective for the Company beginning
in the first quarter of fiscal 2000. The Company does not anticipate that the
adoption of this new standard will have a material impact on its financial
position or results of operations.
3. PROPERTY
Property consists of the following at July 31, 1998 and 1997:
<TABLE>
<CAPTION>
JULY 31
--------------
1998 1997
------ ------
<S> <C> <C>
Equipment.................................................... 3,969 1,732
Furniture and Fixtures....................................... 1,757 1,090
Leasehold Improvements....................................... 353 53
Purchased Software........................................... 678 --
------ ------
6,757 2,875
(2,665) (1,446)
------ ------
4,092 1,429
====== ======
</TABLE>
4. ACQUISITIONS
Between August 1996 and July 1998, the Company completed six acquisitions.
Each acquisition was accounted for as a purchase. 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. The consolidated financial
statements of the Company include the results of operations for each acquired
business from the acquisition date. A summary of the more significant
acquisitions is as follows:
In January 1998, the Company acquired substantially all of the assets and
assumed certain liabilities of S/3/G, Inc., a Texas Corporation ("S/3/G").
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 restricted
DPRC common stock, valued at approximately $4.0 million. In addition, S/3/G
has the right to receive certain additional consideration contingent upon
S/3/G's adjusted earnings before interest and taxes through December 31, 1998.
The earnout is payable semi-annually, 85% in cash and 15% in shares of
restricted common stock. The first installment of the earnout payment
consisting of $5.8 million in cash and 32,880 shares of restricted common
stock, valued at approximately $817,000, was paid in September 1998 and was
accrued as of July 31, 1998 upon resolution of the earnout contingency. The
second and final installment of the earnout is due in March 1999 and will be
recorded as an addition to goodwill.
In July 1997, the Company acquired all of the outstanding capital stock of
SelecTech, Inc. ("SelecTech"). Under the terms of the agreement, the purchase
price was approximately $9.0 million, consisting of $8.1 million in cash and
54,934 shares of restricted common stock valued at approximately $928,000.
In April 1997, the Company completed the acquisition by merger of Computec
International Strategic Resources, Inc. ("Computec"). Under the terms of the
agreement, the purchase price was approximately $28.2 million, consisting of
$19.0 million in cash and 677,880 shares of restricted common stock, valued at
F-8
<PAGE>
DATA PROCESSING RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JULY 31, 1998, 1997 AND 1996
4. ACQUISITIONS (CONTINUED)
approximately $9.2 million. The definitive agreement also provides for an
earnout contingent upon Computec's earnings before interest and taxes through
December 31, 1998. The earnout is payable 60% in cash and 40% in shares of
restricted common stock. The aggregate amount of the initial consideration and
the earnout may not exceed $70.0 million. The first installment of the earnout
payment, consisting of $390,000 in cash and 14,970 shares of restricted common
stock, valued at approximately $241,000, was paid in October 1997. The second
installment of the earnout payment, consisting of $2.3 million in cash and
51,854 shares of restricted common stock, valued at approximately
$1.2 million, was paid in June 1998. The third installment of the earnout
payment, consisting of $3.4 million in cash and 73,078 shares of restricted
common stock valued at approximately $1.8 million, was paid in September 1998
and was accrued as of July 31, 1998 upon resolution of the earnout
contingency. The fourth and final installment of the earnout is due in March
1999 and will be recorded as an addition to goodwill.
In January 1997, the Company acquired all of the outstanding capital stock
of LEARDATA Info-Services, Inc. ("Leardata"). Under the terms of the
agreement, the purchase price was approximately $21.4 million, consisting of
$17.3 million in cash and 310,226 shares of restricted common stock, valued at
approximately $4.1 million.
In November 1996, the Company acquired all of the outstanding common stock
of Professional Software Consultants, Inc. ("PSC"). Under the terms of the
agreement, the purchase price was approximately $6.2 million in an all-cash
transaction.
The allocation of the purchase prices for all acquisitions and other
purchase accounting adjustments is as follows (in thousands):
<TABLE>
<CAPTION>
YEARS ENDED
JULY 31,
----------------
1998 1997
------- -------
<S> <C> <C>
Total Purchase Price, net.................................. $36,486 $63,593
Net Assets Acquired........................................ (2,073) (8,677)
Covenant Not-to-Compete.................................... (350) (100)
Acquisition Costs.......................................... 300 1,987
------- -------
Excess of Purchase Price Over Net Assets Acquired.......... $34,363 $56,803
======= =======
</TABLE>
During 1998 and 1997, the Company recorded additional goodwill as a result
of earnout obligations of $15,753 and $1,106, respectively.
Unaudited pro forma combined results of operations for the periods ended
July 31, 1998 and 1997 would have been as follows had each of the acquisitions
occurred as of the beginning of the respective periods (in thousands, except
per share data):
<TABLE>
<CAPTION>
1998 1997
-------- --------
<S> <C> <C>
Pro Forma Revenues....................................... $224,189 $160,242
Pro Forma Net Income..................................... $ 11,854 $ 7,758
Pro Forma Net Income Per Share -- Basic.................. $ 1.04 $ 0.77
Pro Forma Net Income Per Share -- Diluted................ $ 1.00 $ 0.74
Weighted Average Common and Common Equivalent Shares
Outstanding:
Basic.................................................. 11,403 10,054
Diluted................................................ 11,857 10,424
</TABLE>
F- 9
<PAGE>
DATA PROCESSING RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JULY 31, 1998, 1997 AND 1996
4. ACQUISITIONS (CONTINUED)
Pro forma adjustments have been applied to reflect the purchase, which
includes the elimination of expenses that are not expected to have a
continuing impact on the Company such as certain redundant personnel costs,
excess owner's compensation and cost of line of business not acquired, and the
addition of amortization related to the intangible assets acquired.
On June 16, 1998, the Company entered into a definitive merger agreement
with Systems & Programming Consultants, Inc. ("SPC") which was subsequently
amended on October 13 and October 20, 1998 (the "Amended Merger Agreement").
The Amended Merger Agreement contemplates accounting for the transaction as a
pooling of interests with the purchase price payable entirely in Common Stock.
The number of shares to be issued will be approximately 2,800,000 to 3,300,000
shares of Common Stock with such number to be determined based upon an implied
purchase price of $71.5 million on the date the October 20, 1998 amendment to
the merger agreement was signed, less deductions for certain payments and
liabilities to be assumed by the Company, and a fixed price of $21.0 per share
of the Company's Common Stock. Of such number of shares, approximately two-
thirds are expected to be issued upon consummation of the merger in exchange
for the outstanding shares of SPC common stock and for the cancellation of
certain SPC performance-based options and the remaining number of shares,
approximately one-third, will be issued from time to time thereafter upon
exercise of the SPC stock options under the SPC stock option plan being
assumed by DPRC. The acquisition is subject to numerous conditions, including
but not limited to, obtaining the approval of the shareholders of the Company
and SPC. There can be no assurance that such acquisition will be completed or
that if such acquisition is completed it will be for the expected
consideration or on the terms contemplated.
Unaudited pro forma combined results of operations for the periods ended
July 31, 1998 and 1997 would have been as follows had the merger with SPC
occurred as of the beginning of the respective periods (in thousands, except
per share data):
<TABLE>
<CAPTION>
1998 1997
-------- --------
<S> <C> <C>
Pro Forma Revenues....................................... $262,947 $147,833
Pro Forma Net Income Available to Common Shareholders.... $ 11,319 $ 6,835
Pro Forma Net Income Per Share -- Basic.................. $ .86 $ .64
Pro Forma Net Income Per Share -- Diluted................ $ .78 $ .58
Weighted Average Common and Common Equivalent Shares
Outstanding:
Basic.................................................. 13,093 10,762
Diluted................................................ 14,473 11,735
</TABLE>
5. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable and accrued liabilities consist of the following (in
thousands):
<TABLE>
<CAPTION>
JULY 31,
--------------
1998 1997
------- ------
<S> <C> <C>
Accounts Payable............................................. $ 3,078 $1,355
Accrued Salaries, Bonuses and Related Benefits............... 11,663 5,655
Commissions Payable.......................................... 1,155 877
Accrued Earnout Obligations.................................. 11,823 1,106
Accrued Interest Payable..................................... 2,074 10
------- ------
$29,793 $9,003
======= ======
</TABLE>
F-10
<PAGE>
DATA PROCESSING RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JULY 31, 1998, 1997 AND 1996
6. DEBT
On March 24, 1998, the Company completed the sale of $115.0 million of its 5
1/4% convertible subordinated notes due 2005 (the "Notes") in a private
offering under Rule 144A to qualified institutional buyers. The Notes are
convertible at any time at the option of the holders into shares of common
stock of DPRC at a conversion price of $35.50 per share of common stock of the
Company. The Notes mature on April 1, 2005 and are non-callable for the first
three years. The Company used a portion of the net proceeds of the offering
for repayment of $19.5 million of debt outstanding under its credit facility.
Interest is payable on April 1 and October 1 of each year, commencing on
October 1, 1998. The Notes were recorded net of a discount and issue costs of
$3,950,000, which will be amortized over seven years based on the effective
interest method. As of July 31, 1998, accumulated amortization was $238,000.
As of July 31, 1998, there have been no conversions of notes to common stock.
On June 10, 1998, the Company amended its 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 of $60.0 million
principal amount, and bears interest ranging from the prime rate to the prime
rate plus
.5% or from LIBOR plus 0.50% to LIBOR plus 1.75% depending on defined
financial conditions. At the end of three years, the outstanding principal
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 and a pledge of all of the stock of the
Company's subsidiaries. The Credit Facility contains various covenants,
including the maintenance of defined financial ratios such as net worth. As of
July 31, 1998, the Company had no borrowings outstanding under the credit
facility and was in compliance with bank covenants. The Company's Credit
Facility prohibits the payment of dividends without the prior written consent
of the lender.
7. SHAREHOLDERS' EQUITY
Second Public Offering -- In January 1997, the Company completed a second
public offering of 2,395,000 shares of its common stock at an offering price
of $17.50 per share for net proceeds of $38.9 million.
Initial Public Offering -- In March 1996, the Company completed an initial
public offering of 2,726,000 shares of its common stock at an offering price
of $14.00 per share for net proceeds of $34.3 million.
Stock Split -- On January 8, 1996, the Company amended its Articles of
Incorporation to increase the number of authorized shares of common stock from
8,000,000 to 20,000,000, to authorize 2,001,480 shares of preferred stock (of
which 1,480 were designated Series A Convertible Preferred Stock) and to
effect a 400-for-one stock split of its common stock. All shares and per share
amounts included in the accompanying financial statements and footnotes have
been restated to reflect the stock split.
Preferred Stock -- In March 1995, the Company issued 1,480 shares of Series
A preferred stock for $1,601,000, less costs of $208,000 associated with the
issuance. The Series A preferred stock had a liquidation preference of $1,082
per share, plus 8.0% interest per annum and was redeemable at an amount equal
to the sum of $2,850 per share. Immediately prior to the consummation of the
initial public offering, the outstanding shares of Series A Convertible
Preferred Stock automatically converted into an aggregate of 592,000 shares of
common stock. The shares of Series A Convertible Preferred Stock were canceled
upon said conversion and ceased to be authorized.
F-11
<PAGE>
DATA PROCESSING RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JULY 31, 1998, 1997 AND 1996
8. STOCK OPTIONS AND EMPLOYEE BENEFIT PLANS
Stock Option Plan -- In 1994, the Company adopted the 1994 Stock Plan (the
"Stock Plan") under which incentive and non-statutory stock options to acquire
shares of the Company's common stock may be granted to officers, employees and
consultants of the Company. The Stock Plan is administered by the Board of
Directors and permits the issuance of options as of July 31, 1998 of up to
3,000,000 shares, subject to shareholder approval, of the Company's common
stock. Incentive stock options must be issued at an exercise price not less
than the fair market value of the underlying shares on the date of grant.
Options granted under the Stock Plan vest over various terms up to four years
and are exercisable over a period of time, not to exceed ten years, and are
subject to other terms and conditions specified in each individual employee
option agreement. A summary of employee stock options is as follows (number of
shares in thousands):
<TABLE>
<CAPTION>
WEIGHTED WEIGHTED AVERAGE
NUMBER OF AVERAGE FAIR VALUE OF
SHARES EXERCISE PRICE OPTIONS GRANTED
--------- -------------- ----------------
<S> <C> <C> <C>
Outstanding August 31, 1995....... 284 $ 1.32
Granted.......................... 395 $14.16 $ 6.75
Exercised........................ (22) $ 1.31
Canceled......................... (40) $25.55
-----
Outstanding July 31, 1996......... 617 $ 8.20
-----
Granted.......................... 785 $18.79 $ 8.87
Exercised........................ (65) $ 2.78
Canceled......................... (152) $17.99
-----
Outstanding July 31, 1997......... 1,185 $14.17
-----
Granted.......................... 407 $25.49 $26.09
Exercised........................ (172) $ 7.24
Canceled......................... (80) $20.43
-----
Outstanding July 31, 1998......... 1,340 $18.12
=====
</TABLE>
The following table summarizes information concerning currently outstanding
and exercisable options:
<TABLE>
<CAPTION>
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
RANGE OF NUMBER OF REMAINING AVERAGE NUMBER OF AVERAGE
EXERCISE OPTIONS CONTRACTUAL EXERCISE OPTIONS EXERCISE
PRICES: OUTSTANDING LIFE PRICE EXERCISABLE PRICE
-------------- ----------- ----------- -------- ----------- --------
<S> <C> <C> <C> <C> <C>
$ 1.31--$16.88 496,930 7.42 $10.33 338,454 $ 9.29
$18.50--$22.38 474,649 8.66 $20.05 137,311 $19.81
$23.50--$29.50 368,000 9.43 $26.13 16,620 $25.58
-------------- --------- -------
$ 1.31--$29.50 1,339,579 8.41 $18.12 492,385 $12.77
========= =======
</TABLE>
SFAS No. 123, Accounting for Stock-Based Compensation, requires the
disclosure of pro forma net income and earnings per share, had the Company
adopted the fair value method as of the beginning of fiscal 1995. Under SFAS
No. 123, the fair value of stock-based awards to employees is calculated
through the use of option-pricing models, even though such models were
developed to estimate the fair value of freely tradable, fully transferable
options without vesting restrictions, which significantly differ from the
Company's stock option awards. These models also require subjective
assumptions, including future stock price volatility and expected time to
exercise, which greatly affect the calculated values. The Company's
calculations were made using the Black-Scholes option-pricing model, with the
following weighted average assumptions: expected life, 6.7 years; stock
volatility, 44.3%; risk-free interest rates, 5.7%; and no dividends during the
expected term. The Company's calculations are based on a single-option
valuation approach and forfeitures are recognized as they occur. If the
computed
F-12
<PAGE>
DATA PROCESSING RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JULY 31, 1998, 1997 AND 1996
8. STOCK OPTIONS AND EMPLOYEE BENEFIT PLANS (CONTINUED)
fair values of the 1996, 1997 and 1998 awards had been amortized to expense
over the vesting period of the awards, pro forma net income would have been
$3.1 million, or $0.59 per basic share and $0.52 per diluted share, in 1996;
$5.9 million, or $0.65 per basic share and $0.62 per diluted share, in 1997;
and $9.6 million, or $0.86 per basic share and $0.82 per diluted share, in
1998. However, the impact of the outstanding non-vested stock options granted
prior to 1995 has been excluded from the pro forma calculation; accordingly,
the 1996 and 1997 pro forma adjustments are not indicative of future period
pro forma adjustments, when the calculations will apply to all applicable
stock options.
Retirement Savings Plan -- The Company has several retirement savings plans
(the "Plans") which qualify under Section 401(k) of the Internal Revenue Code.
Eligible employees may contribute up to 20% of their annual compensation, as
defined by the Plans. During the year ended July 31, 1998, the Company
contributed $152,000 to the Plans, which is recorded in selling, general and
administrative expenses. No Company contributions were made during fiscal 1996
or 1997.
Employee Stock Purchase Plan -- In October 1996, the Company adopted an
Employee Stock Purchase Plan (the "ESP Plan"). The ESP Plan allows employees
of the Company to purchase common stock without having to pay any commissions
on the purchases. The maximum amount that any employee can contribute to the
ESP Plan per quarter is $6,250. The total number of shares which are reserved
by the Company for purchase under the ESP Plan is 250,000, of which 186,260
shares remain unpurchased as of July 31, 1998.
9. INCOME TAXES
The provision for income taxes includes the following (in thousands):
<TABLE>
<CAPTION>
YEARS ENDED JULY 31,
----------------------
1998 1997 1996
------ ------ ------
<S> <C> <C> <C>
Current:
Federal............................................. $7,412 $3,693 $1,563
State............................................... 1,729 1,068 475
------ ------ ------
9,141 4,761 2,038
Deferred:
Federal............................................. (131) (196) 32
State............................................... (61) (23) 26
------ ------ ------
(192) (219) 58
------ ------ ------
Provision for Income Taxes........................... $8,949 $4,542 $2,096
====== ====== ======
</TABLE>
A reconciliation of the Company's effective tax rate compared to the
statutory federal tax rate is as follows:
<TABLE>
<CAPTION>
YEARS ENDED
JULY 31,
----------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Income Taxes at Statutory Federal Rate.................... 35.0% 35.0% 35.0%
State Taxes, net of Federal Benefit....................... 5.4 6.0 6.2
Tax-Exempt Interest Income................................ (0.6) (2.7) (2.3)
Amortization of Non-Deductible Goodwill................... 3.6 2.5 --
Other..................................................... 0.9 0.5 1.3
Benefit of Graduated Rates................................ -- (1.0) (1.0)
---- ---- ----
Total..................................................... 44.3% 40.3% 39.2%
==== ==== ====
</TABLE>
F-13
<PAGE>
DATA PROCESSING RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JULY 31, 1998, 1997 AND 1996
9. INCOME TAXES (CONTINUED)
The Company provides deferred income taxes for temporary differences between
assets and liabilities recognized for financial reporting and income tax
purposes. The income effects of these temporary differences representing
significant portions of deferred tax assets and deferred tax liabilities are
as follows (in thousands):
<TABLE>
<CAPTION>
JULY 31,
------------
1998 1997
----- -----
<S> <C> <C>
Amortization of Goodwill...................................... $(549) $(149)
Bad Debt Reserve.............................................. 444 82
Change of Accounting from Cash to Accrual Method for Acquired
Subsidiaries................................................. (415) (679)
State Income Taxes............................................ 252 371
Vacation Accrual.............................................. 244 172
Other......................................................... (49) 14
Net Operating Losses.......................................... -- 53
----- -----
Total Deferred Tax Liability.................................. $ (73) $(136)
===== =====
</TABLE>
During fiscal 1998, the Company established a net deferred tax liability of
$129,000 in connection with basis differences resulting from several of its
acquisitions (Note 4).
10. COMMITMENTS AND CONTINGENCIES
The Company leases its office facilities, certain equipment and vehicles
under lease agreements classified as operating leases. Future minimum lease
payments under such noncancelable operating leases are summarized as follows
at July 31, 1998 (in thousands):
<TABLE>
<S> <C>
1999................................................................. $1,281
2000................................................................. 1,072
2001................................................................. 915
2002................................................................. 872
2003................................................................. 677
Thereafter........................................................... 91
------
Total Future Minimum Lease Payments.................................. $4,908
======
</TABLE>
Rent expense amounted to $1,466,000, $625,000, and $227,000 for the years
ended July 31, 1998, 1997, and 1996, respectively, and has been included in
selling, general and administrative expenses in the accompanying consolidated
statements of income.
11. RELATED-PARTY TRANSACTIONS
In fiscal 1994, one of the Company's larger clients desired to outsource its
entire Information Systems department through an employee leasing arrangement.
Because the Company does not provide such employee leasing services and was
unable to provide a comparable employment benefit package to consultants
working for this company, 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 of the Company
owning approximately 79.0% of the outstanding capital stock as of July 31,
1998. 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. Management
F-14
<PAGE>
DATA PROCESSING RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JULY 31, 1998, 1997 AND 1996
11. RELATED-PARTY TRANSACTIONS (CONTINUED)
fees earned by the Company were $360,000, $1,035,000 and $1,084,000 for the
years ended 1998, 1997 and 1996, respectively. ITR also contracts with the
Company for technical consultants to meet its staffing needs. For the year
ended July 31, 1998, 1997 and 1996, the Company recorded revenues of
$3,012,000, $3,460,000 and $4,974,000 from billing of ITR technical
consultants.
In fiscal 1998, a member of DPRC's Board of Directors, who is also the
President of one of the Company's operating subsidiaries, acquired a 33%
ownership interest in Message & Ques Tech., Inc. ("MQTECH"), a software
development company. The Company is providing technical consultants to MQTECH
through its Computec subsidiary. Revenue from MQTECH totaled approximately
$1.3 million for fiscal 1998 and accounts receivable as of July 31, 1998
totaled approximately $629,000. This Director has provided a personal
guarantee for payment of all present and future accounts receivable owed to
the Company by MQTECH.
12. CONCENTRATION OF CREDIT RISK
The Company's revenues are generated from credit sales to customers located
throughout the United States. The Company performs ongoing credit evaluations
of its customers and maintains reserves for potential credit lines and
generally does not require collateral. The Company maintains reserves for
potential credit losses, and such losses have been within management's
expectations. The Company's ten largest customers represented 25.6% of total
revenues in fiscal 1998, and as a result, the Company has a large proportion
of its receivables outstanding with these customers. Accounts receivable from
the Company's ten largest customers was $8,949,000 as of July 31, 1998.
In each of fiscal 1998, 1997 and 1996, the Company had sales to a major
customer, not necessarily the same customer in each period, of approximately
$8,300,000, $5,800,000 $5,794,000, respectively. Given the significant amount
of revenues derived from these customers, the loss of any such customer or the
uncollectability of related receivables could have a material adverse effect
on the Company's financial condition and results of operations.
F-15
<PAGE>
SCHEDULE II
DATA PROCESSING RESOURCES CORPORATION
VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED JULY 31, 1998, 1997 AND 1996
(IN THOUSANDS)
<TABLE>
<CAPTION>
ADDITIONS
---------------------
BALANCE AT THE CHARGES TO RECOVERIES BALANCE AT THE
BEGINNING OF BAD DEBTS AND DEDUCTIONS/ END OF THE
DESCRIPTION THE PERIOD EXPENSE OTHER(1) WRITE-OFFS PERIOD
----------- -------------- ---------- ---------- ----------- --------------
<S> <C> <C> <C> <C> <C>
1998
Allowance For Doubtful
Accounts.............. $262 $1,124 $110 $(250) $1,246
1997
Allowance For Doubtful
Accounts.............. $129 $ 99 $110 $ (76) $ 262
1996
Allowance For Doubtful
Accounts.............. $ 63 $ 105 -- $ (39) $ 129
</TABLE>
- --------
(1) Represents the Allowance For Doubtful Accounts of the acquired companies as
of the acquisition dates.
S-1
<PAGE>
EXHIBIT 2.10
DATA PROCESSING RESOURCES CORPORATION
4400 MacArthur Boulevard, Suite 600
Newport Beach, CA 92660
October 13, 1998
To the Persons on the
Attached Distribution List
Re: Escrow Agreement
----------------
Dear Gentlemen:
This letter is in reference to that certain Agreement and Plan of
Merger dated June 16, 1998 (the "Merger Agreement"), by and among Data
Processing Resources Corporation, a Delaware corporation ("DPRC"), DPRC
Acquisition Corp., a North Carolina corporation ("Acquisition"), Systems &
Programming Consultants, a North Carolina corporation ("SPC"), Richard K.
Carlisle, Thomas G. Carlisle, Jeffery Carter and Robert Gallagher, pursuant to
which Acquisition has agreed to merge with and into SPC, on the terms and
subject to the conditions of the Merger Agreement. Capitalized terms used herein
but which are not otherwise defined shall have the meanings given to them in the
Merger Agreement.
Notwithstanding anything in the Merger Agreement or the Exhibits to
the Merger Agreement to the contrary, we have agreed as follows:
1. The following sentence shall be added to the end of Section 3.4(b)
of the Merger Agreement:
Notwithstanding the foregoing, no more than 10% of the total
number of shares of DPRC Common Stock issued in exchange for the
outstanding shares of SPC Common Stock plus 10% of the total number of
shares of DPRC Common Stock issued in cancellation of the Outstanding
SPC Performance Options in connection with the Merger shall be
deposited in escrow and held by the Escrow Agent pursuant to the
Escrow Agreement.
2. Section 11.2(f) of the Merger Agreement shall be modified to read
in its entirety as follows:
(f) Limitations on Claims. Notwithstanding anything to the
---------------------
contrary in Section 11.2(a), above, the maximum, aggregate amount of
claims for Damages for which DPRC shall be entitled to indemnification
under Section 11.2(a), above, shall be limited to the product obtained
by multiplying (i) 10% of the total number of shares of DPRC Common
Stock issued in exchange for the outstanding
<PAGE>
To the Persons on the
Attached Distribution List
October 13, 1998
Page 2
shares of SPC Common Stock plus 10% of the total number of shares of
DPRC Common Stock issued in cancellation of the Outstanding SPC
Performance Options in connection with the Merger, by (ii) the DPRC
Average Closing Price at the Signing Date.
3. The first sentence of Section 1.1 of the form of Escrow Agreement
attached to the Merger Agreement as Exhibit E thereto shall be modified to read
in its entirety as follows:
As soon as practicable after the execution of this Agreement,
pursuant to Section 3.4 of the Merger Agreement, DPRC and the
Shareholders shall deposit with the Escrow Agent, that number of the
DPRC Common Shares, which when multiplied by the DPRC Average Closing
Price at the Signing Date shall be equal to Seven Million Dollars
($7,000,000), but in no event shall such amount exceed 10% of the
total number of shares of DPRC Common Shares issued in exchange for
the outstanding shares of SPC Common Stock plus 10% of the total
number of shares of DPRC Common Shares issued in cancellation of the
Outstanding SPC Performance Options in connection with the Merger, and
shall promptly deliver to the Escrow Agent duly authorized stock
certificates for such DPRC Common Shares registered in the names of
the Shareholders.
Please acknowledge your consent and agreement to the terms of this
letter by executing this letter in the space provided below for that purpose.
Very truly yours,
DATA PROCESSING RESOURCES
CORPORATION
/s/ MICHAEL A. PIRAINO
------------------------
Michael A. Piraino
Executive Vice President
<PAGE>
To the Persons on the
Attached Distribution List
October 13, 1998
Page 3
CONSENTED AND AGREED TO:
DPRC ACQUISITION CORP., SYSTEMS & PROGRAMMING
a North Carolina corporation CONSULTANTS, INC.
a North Carolina corporation
By: /s/ MICHAEL A. PIRAINO
-------------------------
Michael A. Piraino By: /s/ THOMAS G. CARLISLE
Executive Vice President ---------------------------
Thomas G. Carlisle
President
/s/ RICHARD K. CARLISLE
-------------------------------
RICHARD K. CARLISLE
/s/ THOMAS G. CARLISLE
-------------------------------
THOMAS G. CARLISLE
/s/ JEFFERY CARTER
-------------------------------
JEFFERY CARTER
/s/ ROBERT GALLAGHER
-------------------------------
ROBERT GALLAGHER
<PAGE>
EXHIBIT 10.16
AMENDMENT NO. 3 TO REVOLVING/TERM LOAN AGREEMENT
This Amendment No. 3 to Revolving/Term Loan Agreement (this "Amendment")
is entered into with reference to the Revolving/Term Loan Agreement dated as of
September 25, 1997 (as heretofore amended, the "Loan Agreement") among Data
Processing Resources Corporation ("Borrower"), the Lenders party thereto, and
Wells Fargo Bank, National Association, as Administrative Agent. Capitalized
terms used but not defined herein are used with the meanings set forth for those
terms in the Loan Agreement.
Borrower and the Administrative Agent, acting with the consent of the
Requisite Lenders pursuant to Section 11.2 of the Loan Agreement, agree as
follows: ----
1. Section 1.1. Section 1.1 of the Loan Agreement is amended by
----------- ---
striking the definition of "Permitted Acquisition" and substituting in its place
the following:
"Permitted Acquisition" means (a) if such Acquisition is made
---------------------
during an Unused Facility Period, an Acquisition by Borrower or
one of its Subsidiaries of a Person engaged in the same or a
closely-related line of business as Borrower, provided that none
--------
of the purchase consideration for such Acquisition is or will be
funded by a Loan and (b) if such Acquisition is not made during
an Unused Facility Period, an Acquisition by Borrower or one of
its Subsidiaries (i) of a Person engaged in the same or a
closely-related line of business as Borrower and (ii) that, taken
together with all transactions related thereto, does not involve
either (A) Cash payments by Borrower or any of its Subsidiaries
------
(other than for customary transaction expenses) in excess of
------ ----
$25,000,000 or (B) total payments (including Cash, Seller
---------
Subordinated Notes, capital stock and other Property) by Borrower
or any of its Subsidiaries (other than for customary
----- ----
transactional expenses), when added to the aggregate of all total
payments by Borrower and its Subsidiaries for all Acquisitions
made during the then preceding one (1) year period, in excess of
$50,000,000; provided that (I) the amount of payments described
--------
in clauses (ii)(A) and (ii)(B) above shall include Borrower's
------- -- -
best estimate at the time of the Permitted Acquisition of future
potential or contingent payments, which estimate shall remain
applicable notwithstanding actual payments in excess of such best
estimate and (II) all
-1-
<PAGE>
Cash payments or prepayments payable under any Seller
Subordinated Note during the eighteen (18) months immediately
following the Permitted Acquisition shall be treated as Cash for
purposes of clauses (ii)(A). For purposes of the
-- -
foregoing, the term "Unused Facility Period" means a period
----------------------
extending from the date that is twenty (20) days prior to the
Acquisition to the date that is twenty (20) days subsequent to
the Acquisition during which the principal Indebtedness evidenced
by the Notes is zero.
2. Retroactive Effect. This Amendment shall have retroactive effect
------------------
to June 10, 1998.
3. Conditions Precedent. The effectiveness of this Amendment shall
--------------------
be conditioned upon:
(a) The receipt by the Administrative Agent of all of the
following, each properly executed by an authorized officer of
each party thereto and dated as of the date hereof:
(i) Counterparts of this Amendment executed by all parties
hereto;
(ii) Written consent of the Requisite Lenders as required
under Section 11.2 of the Loan Agreement in the form of
----
Exhibit A to this Amendment; and
(iii) Written consent of the Subsidiary Guaranty in the form
of Exhibit B to this Amendment.
4. Representation and Warranty. Borrower represents and warrants
---------------------------
that no Default or Event of Default has occurred and remains continuing.
5. Confirmation. In all other respects, the terms of the Loan
------------
Agreement and the other Loan Documents are hereby confirmed.
-2-
<PAGE>
IN WITNESS WHEREOF, Borrower and the Administrative Agent have executed
this Amendment as of October 5 , 1998 by their duly authorized representatives.
---
DATA PROCESSING RESOURCES
CORPORATION
By: /s/ James A. Adams
-----------------------
James A. Adams
Chief Financial Officer
WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Administrative Agent
By: /s/ Elliot E. Ichinose
-----------------------
Elliot E. Ichinose
Vice President
-3-
<PAGE>
Exhibit A to Amendment
CONSENT OF LENDER
-----------------
Reference is hereby made to that certain Revolving Term Agreement
dated as of September 25, 1997 (as heretofore amended, the "Loan Agreement")
among Data Processing Resources Corporation ("Borrower"), the Lenders party
thereto and Wells Fargo Bank, National Association, as Administrative Agent.
Capitalized terms used but not defined herein are used with the meanings set
forth for those terms in the Loan Agreement.
The undersigned Lender hereby consents to the execution and delivery
of Amendment No. 3 to Revolving/Term Loan Agreement by the Administrative Agent
on its behalf, substantially in the form of the most recent draft presented to
the undersigned Lender.
Date: October __, 1998
______________________________________
[Name of Institution]
By ___________________________________
______________________________________
[Printed Name and Title]
-4-
<PAGE>
Exhibit B to Amendment
CONSENT OF SUBSIDIARY GUARANTORS
--------------------------------
Reference is hereby made to that certain Revolving Term Loan Agreement
dated as of September 27, 1997 among Data Processing Resources Corporation
("Borrower"), the Lenders party thereto, and Wells Fargo Bank, National
Association, as Administrative Agent (as heretofore amended, the "Loan
Agreement").
Each of the undersigned Subsidiary Guarantors hereby consents to Amendment
No. 3 to the Loan Agreement in the form executed by Borrower and confirms that
the Subsidiary Guaranty and all Collateral Documents to which it is a party
remain in full force and effect.
Dated: October 5 , 1998
---
"Guarantors"
LEARDATA INFO-SERVICES, INC. PROFESSIONAL SOFTWARE
CONSULTANTS, INC.
By: /s/ Michael A. Piraino
-----------------------------
Michael A. Piraino, Secretary By: /s/ Michael A. Piraino
---------------------------
Michael A. Piraino, Treasurer &
Secretary
COMPUTEC INTERNATIONAL EXi CORP.
STRATEGIC RESOURCES, INC.
By:
/s/ Michael A. Piraino
By: --------------------------------------
/s/ Michael A. Piraino Michael A. Piraino, Secretary
- --------------------------------------
Michael A. Piraino, Secretary
-5-
<PAGE>
EXHIBIT 21.1
<TABLE>
<CAPTION>
STATE OR OTHER
JURISDICTION OF PERCENTAGE
SUBSIDIARIES ON JULY 31, 1998 ORGANIZATION OWNED
- ----------------------------- --------------- ----------
<S> <C> <C>
Professional Software Consultants, Inc. ................ Arizona 100%
Computec International Strategic Resources, Inc. ....... California 100%
Computec International Resources (Australia) PTY LTD
(subsidiary of Computec International Strategic
Resources, Inc.)....................................... Australia 100%
Leardata Info-Services, Inc. ........................... Texas 100%
SelecTech, Inc. ........................................ Illinois 100%
EXi Corp. .............................................. Minnesota 100%
</TABLE>
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
333-53371 of Data Processing Resources Corporation on Form S-3 and Registration
Statements Nos. 333-07145, 333-20627, 333-20629, 333-30663 and 333-45257, all on
Form S-8, of our report dated September 25, 1998 (October 20, 1998 as to Note 4,
paragraph 11), appearing in the Annual Report on Form 10-K of Data Processing
Resources Corporation for the year ended July 31, 1998.
/s/ DELOITTE & TOUCHE LLP
Costa Mesa, California
October 21, 1998
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM AUDITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED JULY 31, 1998 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FORM 10-K FOR PERIOD ENDED JULY 31, 1998.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUL-31-1998
<PERIOD-START> AUG-01-1997
<PERIOD-END> JUL-31-1998
<CASH> 40,581
<SECURITIES> 59,969
<RECEIVABLES> 39,310
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 145,172
<PP&E> 6,757
<DEPRECIATION> 2,665
<TOTAL-ASSETS> 264,843
<CURRENT-LIABILITIES> 31,098
<BONDS> 111,288
0
0
<COMMON> 103,420
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 264,843
<SALES> 0
<TOTAL-REVENUES> 210,568
<CGS> 150,541
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 39,434
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (382)
<INCOME-PRETAX> 20,211
<INCOME-TAX> 8,949
<INCOME-CONTINUING> 11,262
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11,262
<EPS-PRIMARY> 1.00
<EPS-DILUTED> .96
</TABLE>
