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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): October 20, 2000
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RENAISSANCE WORLDWIDE, INC.
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(Exact name of registrant as specified in charter)
MASSACHUSETTS 0-28192 04-2920563
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
52 Second Avenue, Waltham, MA 02451
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (781) 290-3000
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This is page 1 of [ ] pages.
Exhibit Index appears on page [ ].
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ITEM 2: ACQUISITION OR DISPOSITION OF ASSETS
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On October 20, 2000, Renaissance Worldwide, Inc. (the "Company") sold all
of the outstanding stock of The Hunter Group, Inc. ("Hunter") for $72 million in
cash to Cedar USA Holdings, Inc. ("Buyer"), a subsidiary of Cedar Group Plc
("Parent"), pursuant to a Stock Purchase Agreement dated as of September 20,
2000 (the "Agreement") among the Company, Buyer and Parent. Hunter is the
corporate entity comprising the Enterprise Solutions Group, which is involved in
providing consulting, systems integration and technical implementation services
that support the deployment of ERP applications and e-business solutions. The
sale also included the sale of an affiliate of Hunter located in India.
The purchase price was determined pursuant to arms-length negotiations. The
Company also received in payments from the Buyer of an additional $6.4 million
which comprised certain reimbursements and adjustments pursuant to the
Agreement.
On October 20, 2000, the Company issued a press release announcing the
Closing. The information contained in the press release is incorporated herein
by reference. The press release is filed herewith as Exhibit 99.1.
The foregoing description is qualified in its entirety by reference to the
Stock Purchase Agreement, a copy of which is filed herewith as Exhibit 2.1.
Item 7: Financial Statements, Pro Forma Financial Information and Exhibits
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(b) Pro forma Financial Information. /1/
(c) Exhibits./2/
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/1/ See attached financial statements.
/2/ See attached Exhibits identified in Exhibit Index.
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RENAISSANCE WORLDWIDE, INC.
Unaudited Pro Forma Consolidated Statements of Operations
The unaudited pro forma consolidated statements of operations reflect the
consolidated results of operations of Renaissance (the "Company") after the sale
of its Enterprise Solutions Group as discussed in Item 2 above as though it had
occurred at the beginning of each period presented. The unaudited pro forma
consolidated statements of operations have been prepared by the Company based
upon the assumptions and adjustments it has deemed appropriate. The Company's
pro forma consolidated statements of operations primarily reflect the
elimination of the Enterprise Solutions Group results of operations as
historically reported under SFAS 131 and the associated tax provision for the
group on a stand-alone basis.
Pro forma information reflecting the sale of the Enterprise Solutions Group as
of and for the nine months ended September 30, 2000 was presented in the
Company's Form 10-Q for the quarterly period ended September 30, 2000. The
unaudited pro forma consolidated statements of operations included in this
filing restate the Company's statements of operations for the year ended June
28, 1997, the six month transition period ended December 27, 1997 and for the
years ended December 26, 1998 and December 25, 1999.
The following unaudited pro forma information may not necessarily reflect the
consolidated results of operations of the Company which would have actually
resulted had the transaction occurred for the periods indicated. The unaudited
pro forma information should be read in conjunction with the Company's annual
Reports on Form 10-K and Quarterly Reports on Form 10-Q for the relevant time
periods.
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RENAISSANCE WORLDWIDE, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
(In thousands except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Transition Year Ended
Year Ended Period Ended ----------------------------
June 28, December 27, December 26, December 25,
1997 1997 1998 1999
--------- ------------ ----------- ------------
<S> <C> <C> <C> <C>
Revenue $ 361,417 $ 231,206 $ 547,434 $ 571,531
Cost of revenue 266,042 165,205 386,290 412,551
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Gross profit 95,375 66,001 161,144 158,980
Selling, general and administrative expenses 71,620 49,598 136,707 156,065
Acquisition-related expenses 4,744 - 4,716 -
Restructuring charges and asset writedowns - - 5,051 6,910
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Income (loss) from operations 19,011 16,403 14,670 (3,995)
Interest and other (income) expense, net (3,453) 687 5,587 9,161
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Income (loss) before taxes 22,464 15,716 9,083 (13,156)
Income tax provision (benefit) 10,223 5,448 9,576 (3,290)
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Income (loss) from continuing operations
before extraordinary items $ 12,241 $ 10,268 $ (493) $ (9,866)
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Basic earnings per share:
Income (loss) from continuing operations $ 0.24 $ 0.19 $ (0.01) $ (0.18)
Diluted earnings per share:
Income (loss) from continuing operations $ 0.22 $ 0.18 $ (0.01) $ (0.18)
Weighted average common shares:
Basic 50,495 54,537 55,418 56,338
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Diluted 54,607 58,159 55,418 56,338
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</TABLE>
The accompanying notes are an integral part of these pro forma financial
statements.
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RENAISSANCE WORLDWIDE, INC.
Notes to Pro Forma Consolidated Statements of Operations
1. Basis of Presentation
The unaudited pro forma information reflects the consolidated results of
operations of Renaissance after the sale of ESG and should be read in
conjunction with the historical consolidated financial statements of
Renaissance. The pro forma consolidated statement of operations assumes that
the sale of ESG occurred as of the beginning of each period presented. The
statements do not include the gain on the sale of ESG or costs related to the
sale.
2. Results of ESG excluded from the unaudited pro forma information statement
of operations were as follows for each period presented:
<TABLE>
<CAPTION>
Transition Year Ended
Year Ended Period Ended ----------------------------
June 28, December 27, December 26, December 25,
1997 1997 1998 1999
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(In Thousands)
<S> <C> <C> <C> <C>
Revenue $ 83,087 $ 51,870 $ 162,722 $ 171,053
Cost of revenue 48,032 30,895 96,443 109,911
Selling, general and administrative expenses 26,189 21,536 56,648 52,791
Acquisition-related expenses (1) 3,524 6,761 2,188 -
Restructuring charges - - 640 -
Interest and other (income) expense, net 186 475 (84) 175
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Income (loss) from discontinued operations 5,156 (7,797) 6,887 8,176
Income tax provision (benefit) 3,851 (439) 3,416 3,652
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Net income (loss) from discontinued operations $ 1,305 $ (7,358) $ 3,471 $ 4,524
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</TABLE>
(1) Represents transaction costs associated with the acquisition of ISS for the
year ended June 28, 1997, the acquisition of Hunter for the six months
ended December 27, 1997, and the acquisition of Neoglyphics for the year
ended December 26, 1998, each of which were accounted for as poolings of
interests.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RENAISSANCE WORLDWIDE, INC.
By: _____________________________
Name: Joseph F. Pesce
Title: Executive Vice President of Finance,
Chief Financial Officer & Treasurer
Date: November 3, 2000
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EXHIBIT INDEX
Listed below are all Exhibits filed as part of this Report.
2.1 Stock Purchase Agreement, dated as of September 20, 2000, between the
Company, Buyer and Parent.
99.1 Press Release of the Company dated as of October 20, 2000.
