<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
----------------
FORM 10-Q
(Mark One)
[X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 27, 1999
OR
[_]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period to
----------------
Commission File Number 0-28192
RENAISSANCE WORLDWIDE, INC.
(Exact name of registrant as specified in its charter)
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Massachusetts 04-2920563
(IRS Employer Identification No.)
(State of Incorporation)
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189 WELLS AVENUE
NEWTON, MA 02159
(617)527-6886
(Address, including zip code, and telephone number, including area code
of registrant's principal executive offices)
----------------
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
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES [X] NO [_]
As of May 10, 1999, there were 56,240,319 shares of Common Stock, no par
value, outstanding.
<PAGE>
RENAISSANCE WORLDWIDE, INC.
INDEX TO FORM 10-Q
<TABLE>
<CAPTION>
Page
----
<C> <S> <C>
PART I FINANCIAL INFORMATION..........................................
Item 1. Financial Statements...........................................
Condensed Consolidated Balance Sheet at December 26, 1998 and
March 27, 1999 (unaudited)..................................... 3
Condensed Consolidated Statement of Income for the three months
ended March 28, 1998 and March 27, 1999 (unaudited)............ 4
Condensed Consolidated Statement of Cash Flows for the three
months ended March 28, 1998 and March 27, 1999 (unaudited)..... 5
Notes to Unaudited Condensed Consolidated Financial
Statements..................................................... 6
Management's Discussion and Analysis of Financial Condition and
Item 2. Results of Operations.......................................... 10
PART II. OTHER INFORMATION.............................................. 12
SIGNATURES..................................................... 13
</TABLE>
This Quarterly Report on Form 10-Q contains forward-looking statements. For
this purpose, any statements contained herein that are not statements of
historical fact may be deemed to be forward-looking statements. Without
limiting the foregoing, the words "believes," "anticipates," "plans,"
"expects," and similar expressions are intended to identify forward-looking
statements. The important factors discussed below under the caption "Certain
Factors That May Affect Future Operating Results," among others, could cause
actual results to differ materially from those indicated by forward-looking
statements made herein and presented elsewhere by management from time to
time.
2
<PAGE>
RENAISSANCE WORLDWIDE, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(Dollars in Thousands)
<TABLE>
<CAPTION>
December 26, March 27,
1998 1999
------------ -----------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents............................ $ 10,957 $ 800
Accounts receivable, net............................. 196,190 202,266
Notes receivable..................................... 1,039 2,521
Deferred income taxes................................ 10,335 10,335
Other current assets................................. 22,879 13,261
-------- --------
Total current assets............................... 241,400 229,183
Fixed assets, net...................................... 31,157 37,477
Notes receivable from officers......................... 1,049 999
Goodwill and other intangible assets................... 84,869 96,591
Other assets........................................... 11,511 11,988
Deferred income taxes.................................. 2,079 2,079
-------- --------
Total assets....................................... $372,065 $378,317
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Line of credit....................................... $ 92,476 $100,180
Current portion of long-term debt.................... 2,070 1,652
Accounts payable..................................... 11,454 6,291
Accrued salaries and wages........................... 15,761 18,134
Other accrued expenses............................... 56,928 55,352
Deferred income taxes................................ 4,181 4,174
-------- --------
Total current liabilities.......................... 182,870 185,783
Deferred income taxes.................................. 5,928 5,928
Long-term debt......................................... 2,353 3,647
Other liabilities...................................... 1,129 1,059
-------- --------
Total liabilities.................................. 192,280 196,417
-------- --------
Commitments and contingencies
Stockholders' equity
Preferred stock...................................... -- --
Common stock......................................... 4,725 4,725
Additional paid-in capital........................... 181,520 182,598
Notes receivable from stockholders................... (1,476) (1,500)
Retained earnings.................................... (2,642) (941)
Accumulated other comprehensive income............... 204 (436)
-------- --------
182,331 184,446
Less Treasury stock at cost, 200,000 shares.......... (2,546) (2,546)
-------- --------
Total stockholders' equity......................... 179,785 181,900
-------- --------
Total liabilities and stockholders' equity......... $372,065 $378,317
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
RENAISSANCE WORLDWIDE, INC.
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(In thousands except per share data)
(Unaudited)
<TABLE>
<CAPTION>
For the Quarter
Ended
--------------------
March 28, March 27,
1998 1999
--------- ---------
<S> <C> <C>
Revenue.................................................. $175,364 $209,563
Cost of revenue.......................................... 117,068 146,138
-------- --------
58,296 63,425
Selling, general and administrative expenses............. 46,726 58,031
-------- --------
Income from operations................................... 11,570 5,394
Interest and other income (expense), net................. (849) (2,525)
-------- --------
Income before taxes...................................... 10,721 2,869
Income tax provision..................................... 5,258 1,168
-------- --------
Net income (loss)........................................ $ 5,463 $ 1,701
======== ========
Basic earnings per share................................. $ 0.10 $ 0.03
Weighted average common shares--basic.................... 55,090 56,155
Diluted earnings per share............................... $ 0.09 $ 0.03
Weighted average common and potential common shares
outstanding-diluted..................................... 58,836 56,548
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
RENAISSANCE WORLDWIDE, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
--------------------
March 28, March 27,
1998 1999
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 5,463 $ 1,701
Adjustments to reconcile net income to net cash used for
operating activities
Depreciation and amortization........................... 2,492 3,462
Deferred income taxes................................... (57) (8)
Changes in operating assets and liabilities:
Accounts receivable.................................... (20,342) (6,462)
Other current assets................................... (850) 5,773
Other assets........................................... 445 (1,237)
Accounts payable and accrued expenses.................. (10,969) (5,797)
Other liabilities...................................... (44) (21)
-------- --------
Net cash used for operating activities..................... (23,862) (2,589)
-------- --------
Cash flows from investing activities
Cash disbursed for acquisitions, net of cash acquired.... (5,553) (8,454)
Repayment of notes receivable from officers.............. 25 50
(Increase) decrease in notes receivable.................. 0 (1,512)
Issuance of note receivable from related parties......... (19) (24)
Sales and maturities of marketable securities............ 5,845 0
Purchases of fixed assets................................ (4,734) (5,600)
-------- --------
Net cash used for investing activities................. (4,436) (15,540)
-------- --------
Cash flows from financing activities
Cash proceeds from issuance of notes payable............. 934 0
Cash proceeds from exercise of stock options............. 4,238 2
Cash proceeds from stock purchase plan................... 1,445 1,078
Net borrowings (repayments) on old line of credit........ 11,191 (92,476)
Net borrowings (repayments) on new line of credit........ -- 100,180
Principal payments on long-term debt..................... (2,048) (1,768)
Proceeds from issuance of long-term debt................. 296 44
Debt issue costs on new line of credit................... 0 1,063
-------- --------
Net cash provided by financing activities.............. 16,056 8,123
-------- --------
Effect of exchange rate changes on cash and cash
equivalents............................................. (67) (151)
-------- --------
Net decrease in cash and cash equivalents.................. (12,309) (10,157)
Cash and cash equivalents, beginning of period............. 19,956 10,957
-------- --------
Cash and cash equivalents, end of period................... $ 7,647 $ 800
======== ========
</TABLE>
Non-cash transactions:
In January 1999, the Company incurred $2.5 million in notes payable in
connection with the acquisition of Infosolutions.edu discussed in Note 2.
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
RENAISSANCE WORLDWIDE, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Nature of Business and Summary of Significant Accounting Policies
Nature of Business
Renaissance Worldwide, Inc. ("Renaissance" or "the Company") is a global
provider of business and technology consulting services to organizations with
complex IT operations in a broad range of industries. The Company's offerings
are categorized into four segments: Business Strategy, Enterprise Solutions,
Government Solutions, and Information Technology (IT) Consulting Services. The
Business Strategy Group provides management consulting and technology
integration services in connection with performance support systems. The
Enterprise Solutions Group provides IT solutions design and implementation
services. The Government Solutions Group provides specialized management and
technology consulting services to the public sector. The IT Consulting
Services Group provides consulting services centered around application
design, implementation and support. The Company's primary locations are in
North America with subsidiaries in Europe and Asia/Pacific.
Basis of Consolidation
The accompanying condensed consolidated financial statements include the
accounts of Renaissance Worldwide, Inc. and its wholly-owned subsidiaries. On
March 31, 1998 and April 2, 1998, the Company completed the acquisitions of
Neoglyphics Media Corporation ("Neoglyphics") and Triad Data, Inc. ("Triad"),
respectively. These transactions have been accounted for as poolings-of-
interests and, therefore, the accompanying financial statements have been
retroactively restated to reflect the financial position and results of
operations and cash flows of each of these entities with the Company for all
periods presented. On March 12, 1998 and March 25, 1998, the Company completed
the acquisition of the capital stock of Exad Galons and Hackenberg & Partner,
respectively, for $8.2 million in transactions accounted for as purchases.
Results of operations for these entities have been included in the results of
operations for the 1998 quarter from the date of acquisition. All intercompany
balances and transactions have been eliminated.
Interim Financial Statements
The condensed consolidated balance sheet at March 27, 1999 and condensed
consolidated statements of operations and of cash flows for the three month
periods ended March 28, 1998 and March 27, 1999 are unaudited and, in the
opinion of management, include all adjustments (consisting of normal and
recurring adjustments) necessary for a fair presentation of results for these
interim periods. Certain information and footnote disclosures normally
included in the Company's annual consolidated financial statements have been
condensed or omitted. The results of operations for the interim period ended
March 27, 1999 are not necessarily indicative of the results to be expected
for future quarters or the entire year. The balance sheet at December 26, 1998
contained herein has been derived from the audited consolidated financial
statements at that date but does not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. These interim condensed consolidated financial
statements should be read in conjunction with the audited consolidated
financial statements for the year ended December 26, 1998, which are contained
in the Company's 1998 Report on Form 10-K.
Earnings per share
Basic earnings per share has been computed by dividing net income by the
weighted average number of common shares outstanding. Diluted earnings per
share has been computed by dividing net income by the weighted average number
of common shares and dilutive potential common stock outstanding. Potential
common stock includes stock options and warrants, calculated using the
treasury stock method.
6
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RENAISSANCE WORLDWIDE, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
A reconciliation of the weighted average number of common shares outstanding
is as follows:
<TABLE>
<CAPTION>
Three Months Ended
-------------------
March 28, March 27,
1998 1999
--------- ---------
<S> <C> <C>
Weighted average number of common shares outstanding-
basic.................................................... 55,090 56,155
Assumed exercise of stock options, using the treasury
stock method............................................. 3,746 393
------ ------
Weighted average number of common and potential common
shares outstanding-dilutive.............................. 58,836 56,548
====== ======
</TABLE>
Translation of foreign currencies
The functional currency for the Company's subsidiaries is the local
currency. Assets and liabilities are translated into U.S. dollars at exchange
rates in effect at the balance sheet date. Income and expense items and cash
flows are translated at average exchange rates for the period. Cumulative net
translation adjustments are included in stockholders' equity. Gains and losses
resulting from foreign currency transactions, not significant in amount, are
included in the results of operations as other income (expense).
Other Comprehensive Income
In the first quarter of 1998, the Company adopted Statement of Financial
Accounting Standards No. 130, "Reporting of Comprehensive Income." This
Statement requires disclosure of comprehensive income and its components in
interim and annual reports. For the quarter ended March 27, 1999,
comprehensive expense items included in stockholders' equity consisted of
translation adjustments of $640. For the quarter ended March 28, 1998,
comprehensive income (expense) items included in stockholders'equity consisted
of translation adjustments of $(45) and losses on available-for-sale
securities of $22.
2. Acquisition of Subsidiaries--Purchases
In January 1999, the Company completed the acquisition of Infosolutions.edu
for approximately $5.2 million. Infosolutions.edu is an addition to the
Company's Enterprise Solutions Group and specializes in providing services to
universities and other non-profit organizations.
On March 12, 1998, the Company, through a wholly-owned subsidiary, completed
the acquisition of all of the outstanding stock of Exad Galons, a French
corporation ("Exad"), for $5.0 million in cash. Exad is a business process and
information technology consulting firm headquartered in Paris, France. On
March 25, 1998, the Company, through a wholly-owned subsidiary, completed the
acquisition of all of the outstanding common stock of Hackenberg & Partner, a
German corporation ("Hackenberg"), for $3.2 million in cash which was paid in
the first week of April 1998. Based in Starnberg, Germany, Hackenberg provides
business application, networking and database services and specializes in
custom-developed solutions and PeopleSoft implementations.
These acquired businesses are operating as subsidiaries to Hunter augmenting
the enterprise resource planning solutions business unit of the Enterprise
Solutions Group.
These acquisitions have been accounted for as purchases and accordingly, the
purchase prices have been allocated to the assets acquired and liabilities
assumed based upon their estimated fair values as of the date of their
respective acquisitions.
The pro forma results of operations, assuming that the acquisitions occurred
at the beginning of the respective periods, would not materially differ from
Renaissance's reported results of operations.
7
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RENAISSANCE WORLDWIDE, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
In connection with certain earnout agreements related to previous
acquisitions, the Company paid $5.8 million in contingent consideration in the
quarter ended March 27, 1999 which was recorded as additional purchase price.
3. Acquisition of Subsidiaries--Pooling of Interest
On March 31, 1998 the Company, through a wholly-owned subsidiary, acquired
all of the outstanding stock of Neoglyphics Media Corporation ("Neoglyphics").
Neoglyphics is an Internet development and applications company based in
Chicago, Illinois and augments the e-commerce business unit of the Enterprise
Solutions Group. Pursuant to the agreement, each share of Neoglyphics was
converted into the right to receive .12495 shares of Renaissance common stock.
Renaissance also assumed outstanding options for the purchase of Neoglyphics
common stock at the same conversion ratio.
On April 2, 1998, the Company, through a wholly-owned subsidiary, acquired
all of the outstanding stock of Triad Data, Inc. ("Triad"). Triad is an
information technology consulting firm based in New York City performing
services similar to those of the IT Consulting Services Group of the Company.
Pursuant to the agreement, each share of Triad common stock was converted into
the right to receive 24,409.2 shares of Renaissance common stock.
In total, 4,554,759 shares of the Company's Common Stock were exchanged for
all of the outstanding common stock of Neoglyphics and Triad. In addition,
outstanding stock options to purchase Neoglyphics common stock were converted
into options to purchase 119,940 shares of the Company's Common Stock. These
transactions have been accounted for as poolings-of-interests and, therefore,
the financial statements have been restated to include the financial
condition, results of operations and cash flows of these two companies for all
periods presented.
4. Long Term Debt
The Company's line of credit existing at December 26, 1998 was terminated on
March 24, 1999. In February of 1999, the Company entered into a new line of
credit with a different bank to provide a borrowing base of 85% of eligible
accounts receivable as defined, up to a maximum borrowing of $110 million.
Interest is payable monthly in arrears at the LIBOR rate plus 2.0% on the
higher of the bank's prime rate or the Fed Funds rate plus 0.50%, plus 0.75%,
at the Company's option. The line is collateralized by all of the assets of
the Company, contains certain restrictions, and requires maintenance of
certain financial covenants. The Company was in compliance with, or obtained
waivers in the event of non-compliance with, the terms of the new line of
credit as of March 27, 1999. The new line of credit is a short-term facility
to be used until syndication of a senior term loan facility committed to by
the bank consisting of a $100 million Revolving Credit Facility and a $50
million three year term loan facility is executed. The line was used to fund
the debt previously funded by the line of credit which was terminated on March
24, 1999.
5. Restructuring and Other Asset Write-downs
In the fourth quarter of 1998, the decision was made to dispose of the COBA
U.K. and Technomics businesses as a result of certain business unit and
functional realignments made by the Company. These businesses were sold in the
first quarter of 1999 and the loss incurred upon disposition did not
materially differ from the amount that was provided for at December 26, 1998.
6. Segment Reporting
The Company adopted SFAS 131 in fiscal 1998. The prior quarter's segment
information has been restated to represent the Company's four primary business
segments: Business Strategy, Enterprise Solutions, Government Solutions and IT
Consulting Services. Segment data includes intersegment revenues.
8
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RENAISSANCE WORLDWIDE, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
The following presents information about reported segments for the quarters
ended March 28, 1998 and March 27, 1999.
<TABLE>
<CAPTION>
For the three For the three
months ended months ended
------------- -------------
March 28, March 27,
1998 1999
------------- -------------
<S> <C> <C>
Revenues:
Business Strategy................................. $ 17,825 $ 11,392
Enterprise Solutions.............................. 32,161 50,071
Government Solutions.............................. 3,808 8,081
IT Consulting Services............................ 123,172 144,146
Reconciling items(1).............................. (1,602) (4,127)
-------- --------
Total........................................... $175,364 $209,563
-------- --------
Income from operations:
Business Strategy................................. $ 1,376 $ 437
Enterprise Solutions.............................. 5,143 775
Government Solutions.............................. 1,202 1,207
IT Consulting Services............................ 4,470 11,288
-------- --------
Total........................................... 12,191 13,707
Corporate expenses(2)............................. 621 8,313
Interest and other income(expense),net............ 849 2,525
-------- --------
Total income before taxes....................... $ 10,721 $ 2,869
-------- --------
</TABLE>
- --------
(1) Represents intersegment revenues
(2) During 1998, certain back office operations and expenses were centralized
into corporate office control thereby increasing the expenses in the
corporate area. These expenses are not specifically identifiable to any
one business unit.
9
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RENAISSANCE WORLDWIDE, INC.
Item II: Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations:
The following table summarizes the Company's significant operating results
as a percentage of revenue for each of the periods indicated.
<TABLE>
<CAPTION>
Three Months Ended
-------------------
March 28, March 27,
1998 1999
--------- ---------
<S> <C> <C>
Revenue..................................................... 100.0% 100.0%
Cost of revenue............................................. 66.8 69.7
----- -----
Gross profit................................................ 33.2 30.3
Selling, general and administrative expenses................ 26.6 27.7
----- -----
Income from operations...................................... 6.6 2.6
Interest and other income (expense), net.................... (0.5) (1.2)
----- -----
Income before taxes......................................... 6.1 1.4
Income tax provision........................................ 3.0 0.6
----- -----
Net income.................................................. 3.1% 0.8%
===== =====
</TABLE>
Three Months ended March 28, 1998 and March 27, 1999
Revenue. Revenue increased 19.5% to $209.6 million for the first quarter of
fiscal 1999 from $175.4 million in the first quarter of 1998. This increase
was attributable primarily to a 17% increase in the revenue of the Company's
Services business unit in the quarter as a result of a greater number of IT
consultants being placed with the Company's clients during the period. The
Company's Enterprise Solutions group increased 55.7% as compared to the prior
period due primarily to organic growth, the transfer of certain consultants
from other business units into this group and the introduction of additional
service offerings. The Company's Government Solutions group increased 112.2%
as compared to the prior period due primarily to the acquisition of IPAT in
July of 1998. The Business Strategy group experienced revenue decreases of
36.1% as compared to the prior period due to the disposition of the COBA UK
and Technomics subsidiaries during the quarter and to the transfer during 1998
of certain Strategy consultants to the growing Enterprise Solutions group.
Gross Profit. Gross profit increased 8.8% to $63.4 million for the first
quarter of 1999 from $58.3 million in the comparable prior period. As a
percentage of revenue, gross profit decreased to 30.3% for the period compared
to 33.2% for the comparable prior period. The decrease in gross profit
percentage was attributable primarily to a slight shift in the mix of the
Company's business from the prior quarter resulting in lower revenues from the
higher margin Business Strategy group and greater revenues from the relatively
lower margin IT Consulting Services group.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased by 24.2% to $58.0 million for the first
quarter of 1999 from $46.7 million in the comparable prior period. As a
percentage of revenue, selling, general and administrative expenses increased
to 27.7% from 26.6% for the comparable prior period. This increase was
attributable primarily to investments in the Company's information technology,
telecommunications and facilities infrastructure to accommodate the growth of
the past year.
Interest and Other Income, Net. Interest and other income, net, increased to
$2.5 million in expense for the first quarter of fiscal 1999 from $849,000 in
expense for the comparable prior period. This change was a result of increased
balances under the Company's line of credit due to payments for acquisitions
made in 1998, other contingent payments made for acquisitions, fixed asset
expenditures as well as increased working capital needs.
10
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RENAISSANCE WORLDWIDE, INC.
Quantitative and Qualitative Disclosures About Market Risk
The Company is exposed to a variety of risks, including foreign currency
fluctuations and changes in interest rates on its borrowings. The Company does
not engage in trading market risk sensitive instruments for speculative
purposes. There have been no material changes in market risk exposures from
the information disclosed in the Form 10-K for the year ended December 26,
1998.
Liquidity and Capital Resources
The Company's line of credit existing at December 26, 1998 was terminated on
March 24, 1999. In February of 1999, the Company entered into a new line of
credit (Line of Credit) with a different bank to provide a borrowing base of
85% of eligible accounts receivable as defined, up to a maximum borrowing of
$110 million. Interest is payable monthly in arrears at the LIBOR rate plus
2.0% on the higher of the bank's prime rate or the Fed Funds rate plus 0.50%,
plus 0.75%, at the Company's option. The line is collateralized by all of the
assets of the Company, contains certain restrictions, and requires maintenance
of certain financial covenants. The Company was in compliance with, or
obtained waivers in the event of non-compliance with, the terms of the new
line of credit as of March 27, 1999. The new line of credit is a short-term
facility to be used until syndication of a senior term loan facility committed
to by the bank consisting of a $100 million Revolving Credit Facility and a
$50 million three year term loan facility is executed. The line was used to
fund the debt previously funded by the line of credit which was terminated on
March 24, 1999.
As of March 27, 1999, the availability under the Line of Credit was $9.8
million. The interest rate on the Line of credit at March 27, 1999 was 7.26%.
The Company had negative cash flows from operations of $2.6 million for the
three months ended March 27, 1999. The negative operating cash flows were due
primarily to a $6.5 million increase in accounts receivable this period. This
increase was attributable primarily to increased revenues. In addition,
operating cash flows were impacted by a $5.8 million decrease in accounts
payable and accrued expenses as a result of the timing of payments made at the
end of the reporting period. Operating cash flows were favorably impacted by a
$5.8 million decrease in other current assets primarily attributable to
refunded income taxes.
The Company experienced negative cash flows from investing activities of
$15.5 million for the three months ended March 27, 1999. The negative
investing cash flows were attributable to $8.5 million in net payments made
for acquisitions and $5.6 million in fixed asset purchases during the period.
The Company experienced positive cash flows from financing activities of
$8.1 million for the three months ended March 27, 1999. The positive financing
cash flows were attributable primarily to $7.7 million in net borrowings on
the Company's lines of credit as well as $1.1 million in cash received from
employees for purchases under the employee stock purchase plan.
The Company anticipates that its primary uses of working capital in future
periods will be for funding growth, either through acquisitions, the internal
development of existing branch offices or the development of new branch
offices and new service offerings. The Company also anticipates making
approximately $13.0 million in capital expenditures in the next twelve months
principally to upgrade its computer systems. In connection with certain of its
acquisitions, the Company may be obligated to make certain contingent payments
during the next several years, including $7.1 million which the Company is
currently required to pay over the next 12 months. The Company does not
believe that such payments will have a material impact on the Company's
liquidity, results of operations or capital requirements. The Company's
principal capital requirement is working capital to support the accounts
receivable associated with its revenue growth. The Company believes that its
new financing from Bank of America, together with cash flows from operations,
will be sufficient to meet the Company's presently anticipated working capital
needs for at least the next 12 months.
11
<PAGE>
RENAISSANCE WORLDWIDE, INC.
Certain Factors That May Affect Future Operating Results
The foregoing forward-looking statements involve risks and uncertainties.
The Company's actual performance and results may differ materially due to many
important factors, including, but not limited to, the Company's dependence on
the availability of qualified IT consultants, its ability to sustain and
manage growth, the risks associated with acquisitions, its dependence on key
clients, risks associated with international operations, its dependence on key
personnel, the relatively short history of profitability, the impact of the
government regulation of immigration, fluctuations in operating results due in
part to the opening of new branch offices, general economic conditions,
employment liability risks, and the like. For additional and more
comprehensive discussion of the risks associated with ownership of Common
Stock of the Company, please see the Risk Factors section of the Company's
Report on Form 10-K. As a result of these and other factors, there can be no
assurance that the Company will not experience material fluctuations in future
operating results on a quarterly or annual basis.
Part II. Other Information
Item 1--Legal Proceedings
Not applicable
Item 2--Change in Securities
Not applicable
Item 3--Defaults Upon Senior Securities
Not applicable
Item 4--Submission of Matters to a Vote of Security Holders
Not applicable
Item 5--Other Information
Not applicable
Item 6--Exhibits and Reports on Form 8-K
a. Exhibits
27 Financial Data Schedule
b. Reports on Form 8-K
Not applicable
12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Renaissance Worldwide, Inc.
(Registrant)
Date: May 11, 1999 /s/ G. Drew Conway
By: __________________________________
G. Drew Conway,
President and Chief Executive
Officer
(Principal Executive Officer)
Date: May 11, 1999 /s/ Richard L. Bugley
By: __________________________________
Richard L. Bugley,
Vice President, General Counsel, and
Clerk (Interim Principal Financial and
Accounting Officer)
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-25-1999
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0
0
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</TABLE>
