SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM 10-Q/A
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999
Commission File Number 0-28840
IMRGLOBAL CORP.
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
FLORIDA 59-2911475
- ------------------------------- ------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
100 SOUTH MISSOURI AVENUE, CLEARWATER, FLORIDA 33756
-----------------------------------------------------
(Address of principal executive offices and zip code)
727-467-8000
----------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (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 [ ]
As of November 15, 1999, there were 38,558,008 outstanding shares of
the Registrant's Common Stock, par value $.10 per share.
<PAGE>
IMRGLOBAL CORP.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
PAGE
----
ITEM 1. Consolidated Balance Sheets
as of December 31, 1998 and June 30, 1999..................... 3
Consolidated Statements of Operations
for the Three Months and Six Months Ended
June 30, 1998 and 1999........................................ 4
Consolidated Statements of Cash Flows
for the Six Months Ended June 30, 1998
and 1999...................................................... 5
Notes to Consolidated Financial Statements.................... 6
ITEM 2. Management's Discussion and Analysis of Results of
Operations and Financial Condition............................ 17
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk.... 26
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings ............................................ 27
ITEM 5. Other Information ............................................ 27
ITEM 6. Exhibits and Reports on Form 8-K.............................. 27
2
<PAGE>
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
IMRGLOBAL CORP.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
DECEMBER 31, JUNE 30,
1998 1999
----------- --------
(Restated) (Unaudited)
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents .............................. $ 78,807 $ 58,012
Marketable securities .................................. 31,609 27,340
Accounts receivable, net of allowance .................. 28,538 46,292
Unbilled work in process ............................... 5,145 11,100
Deferred taxes ......................................... 14,141 12,797
Prepaid expenses and other current assets .............. 3,592 4,436
--------- ---------
Total current assets ............................. 161,832 159,977
Property and equipment, net of accumulated depreciation ... 21,416 36,058
Capitalized software costs, net of accumulated amortization -- 1,271
Deposits and other assets ................................. 3,622 6,000
Intangible assets, net of accumulated amortization ........ 36,829 137,251
--------- ---------
Total assets ..................................... $ 223,699 $ 340,557
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable ....................................... $ 7,750 $ 11,511
Accrued compensation ................................... 8,733 24,115
Deferred revenue ....................................... 3,446 1,715
Other current liabilities .............................. 19,120 24,407
--------- ---------
Total current liabilities ........................ 39,049 61,748
Long-term debt ............................................ 671 1,598
Deferred tax liability .................................... 1,040 791
Accrued compensation ...................................... 8,125 3,117
--------- ---------
Total liabilities ................................ 48,885 67,254
--------- ---------
Shareholders' equity:
Preferred stock ........................................ -- --
Common stock ........................................... 3,039 3,845
Additional paid-in capital ............................. 139,800 226,903
Retained earnings ...................................... 33,433 45,669
Notes receivable from share sales ...................... (366) (366)
Accumulated other comprehensive expense ................ (1,092) (2,748)
--------- ---------
Total shareholders' equity ....................... 174,814 273,303
--------- ---------
Total liabilities and shareholders' equity ....... $ 223,699 $ 340,557
========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
3
<PAGE>
<TABLE>
<CAPTION>
IMRGLOBAL CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED AND IN THOUSANDS EXCEPT PER SHARE DATA)
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
--------------------------- -------------------------
1998 1999 1998 1999
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Revenue .................................... $ 39,907 $ 62,953 $ 74,523 $ 114,841
Cost of revenue ............................ 21,734 34,375 40,511 62,114
--------- --------- --------- ---------
Gross profit ...................... 18,173 28,578 34,012 52,727
Selling, general and administrative expenses 7,968 12,292 15,367 23,630
Research and development expenses .......... 1,158 1,610 2,147 2,842
Goodwill and intangible amortization ....... 363 1,908 653 2,729
Acquired in-process research and development 8,200 -- 8,200 3,410
Acquisition costs .......................... 145 -- 145 1,936
--------- --------- --------- ---------
Income from operations ............ 339 12,768 7,500 18,180
Other income (expense):
Interest expense .................. (110) -- (186) (4)
Interest income and other ......... 1,133 1,081 2,254 2,680
--------- --------- --------- ---------
Total other income ................ 1,023 1,081 2,068 2,676
--------- --------- --------- ---------
Income before provision for income taxes ... 1,362 13,849 9,568 20,856
Provision for income taxes ................. 3,053 5,280 5,512 8,620
--------- --------- --------- ---------
Net income (loss) ................. $ (1,691) $ 8,569 $ 4,056 $ 12,236
========= ========= ========= =========
Earnings (loss) per share:
Basic ............................ ($ 0.06) $ 0.24 $ 0.15 $ 0.37
========= ========= ========= =========
Diluted .......................... ($ 0.06) $ 0.21 $ 0.12 $ 0.32
========= ========= ========= =========
Shares outstanding:
Basic ............................. 27,951 35,395 27,343 33,112
========= ========= ========= =========
Diluted ........................... 27,951 40,179 34,862 38,226
========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE>
<TABLE>
<CAPTION>
IMRGLOBAL CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED AND IN THOUSANDS)
SIX MONTHS ENDED JUNE 30,
-------------------------
1998 1999
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income .......................................................... $ 4,056 $ 12,236
Adjustment to reconcile net income to cash provided by (used in)
operating activities:
Depreciation and amortization .................................... 1,907 4,876
In-process research and development acquired from stock issuance . -- 3,410
Deferred taxes ................................................... (11,160) 3,560
Tax benefit of stock options ..................................... 14,219 2,549
Changes in operating assets and liabilities:
Accounts receivable and unbilled work-in-process .............. (7,066) (6,328)
Other current assets .......................................... 1,558 698
Deposits and other assets ..................................... (585) (534)
Accounts payable and other liabilities ........................ 5,475 (761)
Accrued compensation .......................................... 2,954 (6,825)
Income tax .................................................... 146 (229)
Deferred revenue .............................................. (1,323) (2,949)
-------- --------
Total adjustments ............................................. 6,125 (2,533)
-------- --------
Net cash provided by operating activities ..................... 10,181 9,703
-------- --------
Cash flows from investing activities:
Acquisition of consolidated subsidiaries,
net of cash acquired ............................................ (7,944) (14,989)
Investment in marketable securities, net ............................ (16,856) 4,269
Additions to capitalized software costs ............................. -- (1,271)
Additions to property and equipment ................................. (5,984) (14,149)
-------- --------
Net cash used in investing activities ......................... (30,784) (26,140)
-------- --------
Cash flows from financing activities:
Net repayments from revolving credit line ........................... 202 116
Payments on long-term debt, notes and capital leases ................ (608) (3,889)
Proceeds from issuance of common stock .............................. 343 1,069
-------- --------
Net cash used in financing activities ......................... (63) (2,704)
-------- --------
Effect of exchange rate changes ........................................ (906) (1,654)
-------- --------
Net decrease in cash and cash equivalents .............................. (21,572) (20,795)
Cash and cash equivalents at beginning of period ....................... 86,999 78,807
-------- --------
Cash and cash equivalents at end of period ............................. $ 65,427 $ 58,012
======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
5
<PAGE>
IMRGLOBAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999
(UNAUDITED)
1. BASIS OF PRESENTATION
In the opinion of management, the accompanying consolidated financial
statements have been prepared in conformity with generally accepted accounting
principles and include all adjustments necessary for a fair presentation. The
results of operations for the three and six month periods ended June 30, 1999
are not necessarily indicative of the results to be expected for the full year.
The consolidated statements have been restated to include the financial
statements of Atechsys, S.A. This company was acquired during 1999 in a
transaction accounted for as a pooling of interests.
These interim consolidated financial statements should be read in
conjunction with the audited consolidated financial statements for the year
ended December 31, 1998, which are contained in IMRglobal's Annual Report on
Form 10-K ("Form 10-K)") as filed with the Securities and Exchange Commission
(the "Commission"). Form 8-K filed during November 1999 restates the financial
position, results of operations and cash flows for the Atechsys pooling of
interest transaction for the three years ended December 31, 1998.
2. RESTATEMENT
During 1999, IMRglobal Corp.("IMRglobal") acquired Fusion Systems Japan
Co., Ltd. ("Fusion") and Orion Consulting, Inc. ("Orion") in transactions that
were originally accounted for as pooling of interests in accordance with APB
Opinion 16, "Business Combinations". In accordance with pooling of interests
rules the consolidated financial statements for all prior periods were restated
to include the accounts of Fusion and Orion. Restated financial statements for
the three months ended June 30, 1998 and 1999 were included in a previous filing
on Form 10-Q dated August 13, 1999.
On October 22, 1999, IMRglobal announced it will change its accounting
treatment for the mergers with Fusion and Orion from the pooling of interests
method to the purchase method of accounting. The change in accounting will be
retroactive to the merger date of March 26, 1999 for Fusion and June 15, 1999
for Orion. The factors that led to the decision to change the accounting
treatment included a determination that (i) certain affiliate transactions and
(ii) IMRglobal's Board of Directors October 1999 authorization for a stock
buyback preclude the use of the pooling of interests accounting method for the
Fusion and Orion mergers. In addition, IMRglobal agreed to restructure the
Fusion merger from an all stock transaction to a combination of cash and stock.
As a result of the above change in accounting treatment, IMRglobal
Corp.'s consolidated financial statements for all prior periods have been
restated to remove the accounts of Fusion and Orion and treat these acquisitions
as purchase business combinations. Restated financial statements for the three
and six months ended June 30, 1998 and 1999 are attached to this Form 10-Q/A.
6
<PAGE>
IMRGLOBAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999
(UNAUDITED)
2. RESTATEMENT (CONTINUED)
The effects of the restatement resulted in the following impact on
IMRglobal's previously reported results of operations for the three month and
six month periods ended June 30, 1998 and 1999 (in thousands).
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
------------------------ -----------------------
JUNE 30, JUNE 30, JUNE 30, JUNE 30,
1998 1999 1998 1999
--------- ---------- --------- ----------
<S> <C> <C> <C> <C>
Income before provision for income taxes:
As previously reported .................... $ 1,576 $ 13,510 $ 9,282 $ 21,882
Adjustment related to converting the Fusion
and Orion transactions from pooling of
interests method to the purchase method (214) 339 286 (1,026)
--------- ---------- --------- ----------
Restated .................................. $ 1,362 $ 13,849 $ 9,568 $ 20,856
========= ========== ========= ==========
Net income (loss):
As previously reported .................... $ (2,493) $ 7,814 $ 3,015 $ 12,716
Adjustment related to converting the Fusion
and Orion transactions from pooling of
interests method to the purchase method 802 755 1,041 (480)
--------- ---------- --------- ----------
Restated .................................. $ (1,691) $ 8,569 $ 4,056 $ 12,236
========= ========== ========= ==========
Earnings per share - Basic:
As previously reported .................... $ (0.05) $ 0.20 $ 0.12 $ 0.33
Adjustment related to converting the Fusion
and Orion transactions from pooling of
interests method to the purchase method (0.01) 0.04 0.03 0.04
--------- ---------- --------- ----------
Restated .................................. $ (0.06) $ 0.24 $ 0.15 $ 0.37
========= ========== ========= ==========
Earnings per share - Diluted:
As previously reported .................... $ (0.05) $ 0.17 $ 0.08 $ 0.28
Adjustment related to converting the Fusion
an Orion transactions from pooling of
interests method to the purchase method (0.01) 0.03 0.02 0.02
Adjustment for restatement
of treasury stock method (See Note 2).... 0.00 0.01 0.02 0.02
--------- ---------- --------- ----------
Restated .................................. $ (0.06) $ 0.21 $ 0.12 $ 0.32
========= ========== ========= ==========
</TABLE>
7
<PAGE>
IMRGLOBAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999
(UNAUDITED)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION--The consolidated financial statements
include the accounts of IMRglobal Corp. ("IMRglobal") and its wholly and
majority owned subsidiaries. All significant intercompany balances and
transactions have been eliminated.
COMPUTATION OF EARNINGS PER SHARE--Per share data and number of shares
outstanding have been adjusted to reflect the 3-for-2 stock split in the form of
a stock dividend paid by IMRglobal on April 3, 1998. Basic earnings per share is
computed using the weighted average of common stock outstanding. For the three
months ended June 30, 1998, diluted loss per share, the effect of incremental
shares from common stock equivalents using the treasury stock method, is not
included in the calculation of net loss per share as the inclusion of such
equivalents would be anti-dilutive. Diluted earnings per share is computed using
the treasury stock method which is summarized as follows (in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------- ------------------
1998 1999 1998 1999
------- ------- ------- -------
<S> <C> <C> <C> <C>
Weighted average
common stock outstanding ................... 27,951 35,395 27,343 33,112
Weighted average
common stock equivalents ................... 5,400 4,784 7,519 5,114
Dilutive affect of common stock equivalents.... (5,400) -- -- --
------- ------- ------- -------
Shares used in diluted earnings
per share calculation ...................... 27,951 40,179 34,862 38,226
======= ======= ======= =======
</TABLE>
CAPITALIZED SOFTWARE COSTS--Capitalized software costs are recorded at
cost less accumulated amortization. Production costs for computer software that
is to be utilized as an integral part of a product or process is capitalized
when both (i) technological feasibility is established for the software and (ii)
all research and development activities have been completed. Amortization is
charged to income based upon a revenue formula over the shorter of the remaining
estimated economic life of the product or estimated lifetime revenue of the
product.
USE OF ESTIMATES--The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
8
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IMRGLOBAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999
(UNAUDITED)
4. SHAREHOLDERS' EQUITY
Changes in shareholders' equity for the six months ended June 30, 1999
are summarized as follows (in thousands):
<TABLE>
<CAPTION>
COMPRE- NOTES ACCUMULATED
HENSIVE RECEIVABLE OTHER
INCOME COMMON PAID-IN RETAINED FROM STOCK COMPREHENSIVE
(EXPENSE) STOCK CAPITAL EARNINGS SALES EXPENSE TOTAL
--------- --------- --------- --------- --------- ------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1998 (Restated) $ -- $ 3,039 $ 139,800 $ 33,433 $ (366) $ (1,092) $ 174,814
Common stock issued in
connection with acquisitions ..... -- 692 83,597 -- -- -- 84,289
Employee stock purchase plan ........ -- 3 436 -- -- -- 439
Stock options exercised ............. -- 111 521 -- -- -- 632
Tax benefit of
stock options exercised .......... -- -- 2,549 -- -- -- 2,549
Net income .......................... 12,236 -- -- 12,236 -- -- 12,236
Translation adjustment .............. (1,656) -- -- -- -- (1,656) (1,656)
---------
Comprehensive income ................ $ 10,580 -- -- -- -- -- --
========= --------- --------- --------- --------- --------- ---------
Balance, June 30, 1999 .............. $ 3,845 $ 226,903 $ 45,669 $ (366) $ (2,748) $ 273,303
========= ========= ========= ========= ========= =========
</TABLE>
5. BUSINESS COMBINATIONS
ATECHSYS S.A. ("ATECHSYS")--On January 8, 1999, IMRglobal acquired 100%
of the outstanding stock of Atechsys S.A., a privately held information
technology company based in Paris, France, specializing in business and
technology consulting specific to capital markets businesses. In exchange for
Atechsys' common stock, Atechsys' shareholders received 718,859 shares of
IMRglobal common stock. The Atechsys acquisition is accounted for as a pooling
of interests combination pursuant to the provisions of APB Opinion No. 16.
Financial statements for all periods have been restated to give effect to the
business combination. Costs of approximately $1.7 million related to the
acquisition have been charged to acquisition costs and included in the statement
of income for the six months ended June 30, 1999.
ECWERKS, INC. ("ECWERKS")--On January 15, 1999, IMRglobal acquired 100%
of the outstanding stock of ECWerks, Inc., a privately held electronic commerce
business and technology consulting company based in Tampa, Florida. In exchange
for ECWerks' common stock, ECWerks' shareholders received 163,054 shares (valued
at $3.6 million) of IMRglobal's unregistered common stock. In addition, a
contingent payment of up to $28.0 million of common stock is payable if certain
specified financial goals are achieved during 1999. Any contingent payment would
result in an increase in the purchase price and the resulting goodwill. The
ECWerks acquisition is accounted for as a purchase pursuant to the provisions of
APB Opinion No. 16.
9
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IMRGLOBAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999
(UNAUDITED)
5. BUSINESS COMBINATIONS (CONTINUED)
FUSION SYSTEMS JAPAN CO., LTD. ("FUSION")--On March 26, 1999, IMRglobal
acquired 100% of the outstanding stock of Fusion Systems Japan Co., Ltd., a
privately held business and technology consulting company based in Tokyo, Japan.
Fusion is comprised of three divisions, one focused on the capital markets
businesses in Japan and Asia-Pacific, a Commercial Services division, which
provides information technology ("IT") consulting services to large companies in
Japan and a Client Services division which provides voice/data infrastructure
solutions in Japan. Fusion also has a subsidiary in Boston that provides IT
services to clients in the financial and commercial services industries. In
exchange for Fusion's common stock, Fusion's shareholders received 3,735,536
shares (valued at $39.3 million) of IMRglobal common stock. On October 25, 1999,
IMRglobal reacquired approximately 1.5 million shares of common stock issued to
the Fusion stockholders in exchange for $22.4 million. The Fusion acquisition is
accounted for as a purchase pursuant to the provisions of APB Opinion No. 16.
The purchased assets and assumed liabilities in connection with the
acquisition of Fusion were recorded at their estimated fair value at the
acquisition date. In connection with the Fusion acquisition, we retained an
independent appraiser to complete a valuation of the assets of Fusion, including
valuation of certain in-process research and development. We identified 27
project categories for which technological feasibility had not been achieved as
of the acquisition date and for which there was no alternative future use. The
project categories include eight modules for the Japan market, nine modules for
the worldwide market and ten modules for specific countries outside of Japan.
The value associated with these projects was determined using a
discounted cash flow model with a risk adjusted discount rate of 25%. The model
reflects revenue to be generated beginning in 1999 and continuing through 2006
for all projects. The valuation also incorporated a stage of completion
methodology where the value was adjusted based on the technology's percentage of
completion.
Fusion's main product is Fox, an electronic order manager system for
the capital markets industry. As of the acquisition date, the general design of
the core modules was completed. This design identified the primary core modules
required for multiple modules in the capital markets industry. As of the
acquisition date over 50% of the Japan modules and under 50% of the worldwide
component modules had been coded. Testing has not been completed for these
modules.
10
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IMRGLOBAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999
(UNAUDITED)
5. BUSINESS COMBINATIONS (CONTINUED)
The schedule below details the status of each project as of the
acquisition date and its appraised in-process research and development value
(dollar amounts in thousands).
<TABLE>
<CAPTION>
PERCENT
DATE PERCENT COMPLETE PERCENT AMOUNT
FOX PRODUCT/ R&D PROTOTYPE COMPLETE CALENDAR COMPLETE IN
COMPONENT START DATE COMPLETE MAN MONTHS TIME VALUE BASIS CONCLUDED THOUSANDS
- -------------------------- ---------- -------- ---------- ---- ----------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Japan:
BTA 01-Aug-97 01-Jun-99 90% 90% 90% 90% $ 120
STA/BTA/OBA merge 31-Dec-98 31-Mar-00 19% 19% 19% 19% 40
Extended Limit Type 01-Nov-98 01-May-99 80% 80% 80% 80% 50
AA 01-Aug-97 01-Jul-99 86% 86% 86% 86% 110
XA 01-Feb-99 01-Jan-00 16% 16% 16% 16% 20
OES-Upgrades 01-Jan-98 01-Jul-99 82% 82% 82% 82% 170
LH JASDAQ 01-Nov-97 01-Aug-99 80% 80% 90% 90% 330
LH TIFFE 01-Mar-99 01-Sep-99 14% 14% 57% 57% 160
World:
STA 30-Jun-98 30-Jun-00 37% 37% 68% 68% 110
BTA 30-Jun-98 30-Jun-00 37% 37% 68% 68% 140
OBA 30-Jun-98 30-Jun-00 37% 37% 68% 68% 110
STA/BTA/OBA merge 31-Dec-98 30-Jun-00 21% 16% 61% 61% 50
TT 01-Jan-98 30-Jun-00 21% 49% 60% 60% 30
DBA 01-Jan-98 30-Jun-00 21% 49% 60% 60% 50
FOX Router 01-Dec-96 01-Dec-99 32% 77% 83% 83% 20
MGS 30-Jun-97 01-Dec-00 51% 51% 63% 63% 90
OES 01-Jan-98 01-Dec-00 42% 42% 57% 57% 130
------
Subtotal carried forward 1,730
</TABLE>
11
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<TABLE>
<CAPTION>
IMRGLOBAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999
(UNAUDITED)
5. BUSINESS COMBINATIONS (CONTINUED)
PERCENT
DATE PERCENT COMPLETE PERCENT AMOUNT
FOX PRODUCT/ R&D PROTOTYPE COMPLETE CALENDAR COMPLETE IN
COMPONENT START DATE COMPLETE MAN MONTHS TIME VALUE BASIS CONCLUDED THOUSANDS
- ----------------------- ---------- --------- ---------- -------- ----------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance brought forward 1,730
World:
LH HK 01-Oct-98 01-Oct-99 28% 48% 64% 64% 220
LH TAIWAN 01-Oct-98 01-Oct-99 28% 48% 64% 64% 290
LH KOREA 01-Oct-98 01-Mar-00 31% 34% 65% 65% 210
LH SING 01-Oct-98 01-Mar-00 31% 34% 65% 65% 100
LH AUS 01-Oct-98 01-Sep-99 32% 53% 66% 66% 250
LH SH 01-Oct-98 01-Mar-00 31% 34% 65% 65% 90
LH LON 01-Oct-98 01-Jun-00 26% 29% 63% 63% 130
LH EUREX 01-Oct-98 01-Jun-00 26% 29% 63% 63% 130
LH PARIS 01-Oct-98 01-Jun-00 26% 29% 63% 63% 130
LH FRANK 01-Oct-98 01-Jun-00 26% 29% 63% 63% 130
------
$3,410
======
</TABLE>
Based on the results of the appraisal, $3.4 million was attributed to
the in-process research and development for the Fusion acquisition and expensed
in the first quarter of 1999 when the acquisition was consummated.
PROFESSIONAL PARTNERS, INC. AND LAKEWOOD SOFTWARE TECHNOLOGY CENTER,
INC. ("PLP")--On April 28, 1999, IMRglobal acquired 100% of the outstanding
stock of PLP, a privately held provider of information technology services to
the Property and Casualty insurance industry. In exchange for PLP's common
stock, PLP's shareholders received $12.0 million in cash. The PLP acquisition is
accounted for as a purchase pursuant to the provisions of APB Opinion No. 16.
ORION CONSULTING, INC. ("ORION")--On June 15, 1999, IMRglobal acquired
100% of the outstanding stock of Orion, a privately held management consulting
firm, headquartered in Cleveland, Ohio, primarily serving the Health Care
industry. In exchange for Orion's common stock, Orion's shareholders received
3,028,414 shares of IMRglobal's common stock. The Orion acquisition is being
accounted for as a purchase pursuant to the provisions of APB Opinion No. 16.
12
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IMRGLOBAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999
(UNAUDITED)
5. BUSINESS COMBINATIONS (CONTINUED)
Separate results of operations for the periods prior to the merger with
Atechsys are summarized below (in thousands):
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------ ----------------
1998 1998
------------------ ----------------
Revenue:
IMRglobal ......................... $ 37,222 $ 69,584
Adjustment for pooling of interests 2,685 4,939
-------- --------
Combined .................... $ 39,907 $ 74,523
======== ========
Pro forma net income:
IMRglobal ......................... $ (1,892) $ 3,621
Adjustment for pooling of interests 201 435
-------- --------
Combined .................... $ (1,691) $ 4,056
======== ========
Other changes in
shareholders' equity:
IMRglobal ............................ $ 22,098 $ 23,742
Adjustment for pooling of interests (43) (43)
-------- --------
Combined .................... $ 22,055 $ 23,699
======== ========
13
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<TABLE>
<CAPTION>
IMRGLOBAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999
(UNAUDITED)
6. SEGMENT INFORMATION (IN THOUSANDS):
THREE MONTHS ENDED SIX MONTHS ENDED
------------------------------ -----------------------------
JUNE 30, 1998 JUNE 30, 1999 JUNE 30, 1998 JUNE 30, 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Revenue by service offering:
Core service offerings ............ $ 16,374 $ 47,064 $ 30,394 $ 79,778
Year 2000 ......................... 20,262 11,994 38,083 27,669
Professional services ............. 3,271 3,895 6,046 7,394
--------- --------- --------- ---------
Total revenue ............... $ 39,907 $ 62,953 $ 74,523 $ 114,841
========= ========= ========= =========
Income from operations:
Sales organizations ............... $ 7,682 $ 16,305 $ 13,865 $ 27,303
Software Development Centers ...... 2,523 (19) 4,780 1,794
--------- --------- --------- ---------
Income from operations -
sales and delivery centers 10,205 16,286 18,645 29,097
Research and development .......... (1,158) (1,610) (2,147) (2,842)
Goodwill amortization ............. (363) (1,908) (653) (2,729)
Other costs ....................... (8,345) -- (8,345) (5,346)
--------- --------- --------- ---------
Income from operations ...... $ 339 $ 12,768 $ 7,500 $ 18,180
========= ========= ========= =========
</TABLE>
The Company is engaged in one business segment. The sales organization
provides IT transitional outsourcing services to large companies in North
America, Europe, Japan and Australia. Software Development Centers consist of
two Indian facilities and one Northern Ireland facility that provide software
development services to the sales organizations. Intercompany sales are
accounted for at prices representative of unaffiliated party transactions and
are eliminated in consolidation.
14
<PAGE>
IMRGLOBAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999
(UNAUDITED)
7. ACQUISITIONS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS):
During 1998 and 1999, IMRglobal completed several acquisitions (see
Note 5). The following unaudited table compares IMRglobal's reported operating
results to pro forma information prepared on the basis that the acquisition had
taken place at the beginning of the fiscal year for each of the periods
presented (in thousands except per share amounts):
JUNE 30,
---------------------------
1998 1999
----------- -----------
As reported:
Revenue .................... $ 74,523 $ 114,841
Net income ................. $ 4,056 $ 12,236
Basic earnings per share ... $ 0.15 $ 0.37
Diluted earnings per share.. $ 0.12 $ 0.32
Pro forma (unaudited):
Revenue .................... $ 109,372 $ 139,067
Net income ................. $ 2,843 $ 10,913
Basic earnings per share ... $ 0.08 $ 0.29
Diluted earnings per share.. $ 0.07 $ 0.26
In management's opinion, the unaudited pro forma combined results of
operations are not indicative of the actual results that would have occurred had
the acquisition been consummated at the beginning of 1998 or 1999 or of future
operations of the combined companies under the ownership and management of
IMRglobal.
2. CONTINGENCIES
During May 1998, IMRglobal acquired 100% of Lyon Consultants S.A.
("Lyon") for approximately $16.7 million in cash and 531,353 shares in
IMRglobal. In addition, the acquisition agreement provides that if the average
price of the IMRglobal shares on NASDAQ is less than $27.24 per share for the
seven trading days prior to May 15, 1999, then IMRglobal will pay the former
Lyon shareholders the difference between the average price on NASDAQ and $27.24
multiplied by 499,353 shares. On May 15, 1999 the average price of IMRglobal's
shares for the seven trading days prior to May 15, 1999 was $18.768 per share.
Accordingly, the liability to the former shareholders of Lyon was approximately
$4.2 million.
15
<PAGE>
IMRGLOBAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999
(UNAUDITED)
2. CONTINGENCIES (CONTINUED)
Subsequent to May 10, 1999, IMRglobal renegotiated the above
contingency. IMRglobal's current agreement is that if the average price of the
IMRglobal shares on NASDAQ is less than $34.05 per share for the seven trading
days prior to May 15, 2000, then IMRglobal will pay the former Lyon shareholders
the difference between the average price on NASDAQ and $34.05 for only the
shares continuing to be held by the former Lyon shareholders. In addition, if
the IMRglobal shares on NASDAQ is $34.05 per share or higher for any consecutive
trading days between May 15, 1999 and May 15, 2000, then the above contingency
is released without any further obligation from IMRglobal.
16
<PAGE>
IMRGLOBAL CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Except for historical information, some matters discussed in our report
constitute forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. We note that a variety of risk factors could cause our
actual results and experience to differ materially from the anticipated results
or other expectations expressed in our forward-looking statements including the
following:
o rates of wage cost increases in comparison to rates of inflation
in the countries in which we do business;
o the rate of revenue growth;
o future income from operations; and
o the impact of the year 2000 on our results of operations and
financial condition.
Reference is made in particular to the remaining discussion in this report and
set forth in our Annual Report on Form 10-K for the fiscal year ended December
31, 1998, as filed with the Commission.
THREE MONTHS ENDED JUNE 30, 1999 COMPARED TO THREE MONTHS ENDED JUNE 30, 1998
REVENUE. For the three months ended June 30, 1999, our revenue
increased to $63.0 million, representing a 57.8% increase over revenue of $39.9
million for the three months ended June 30, 1998. Acquisitions contributed a
substantial portion of the revenue increase. Revenue from our service offerings
not related to our Year 2000 service offerings, increased to $51.0 million
(including revenue from purchase acquisitions), representing an 159.4% increase
over non Year 2000 revenue of $19.6 million for the three months ended June 30,
1998. Revenue from our Year 2000 conversion services decreased 40.8% to $12.0
million for the quarter ended June 30, 1999 compared to $20.3 million for the
quarter ended June 30, 1998. As a percentage of total revenue, Year 2000 revenue
decreased to 19.1% for the three months ended June 30, 1999 as compared to 50.8%
for the three months ended June 30, 1998. We expect that Year 2000 revenue will
continue to decrease over the next three quarters.
COST OF REVENUE. Cost of Revenue was $34.4 million, or 54.6% of
revenue, for the three months ended June 30, 1999, as compared to $21.7 million,
or 54.5% of revenue, for the three months ended June 30, 1998.
Wage costs continue to increase at a greater rate than general
inflation in each of the countries in which we have operations, and we
anticipate that this trend will continue in the near term. Historically, we have
been able to pass these wage increases on to our clients in the form of
increased prices for our service offerings. However, we cannot assure you that
we will be able to continue to increase prices to our clients to offset future
wage increases.
17
<PAGE>
IMRGLOBAL CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
THREE MONTHS ENDED JUNE 30, 1999 COMPARED TO THREE MONTHS ENDED JUNE 30, 1998
GROSS PROFIT. Gross profit increased 57.3% to $28.6 million in the
three months ended June 30, 1999 compared to $18.2 million in the three months
ended June 30, 1998. As a percentage of revenue, our gross profit decreased to
45.4% in the three months ended June 30, 1999 compared to 45.5% in the three
months ended June 30, 1998.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. For the three months
ended June 30, 1999, SG&A expenses increased to $12.3 million, compared to $8.0
million for the three months ended June 30, 1998. The increase in SG&A expense
is primarily attributable to the following:
o purchase acquisitions;
o expansion of sales personnel; and
o expansion of our general support staff, primarily recruiting and
human resources personnel.
As a percentage of revenue, SG&A expenses for the three months ended
June 30, 1999 decreased to 19.5% from 20.0% for the same period in 1998. We
intend to continue to expand our SG&A infrastructure in preparation for
anticipated revenue growth. We do not expect SG&A to decrease further as a
percentage of revenue in the near term.
RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses
increased to $1.6 million for the three months ended June 30, 1999 from $1.2
million in the three months ended June 30, 1998. As a percentage of revenue, R&D
was 2.6% for the three months ended June 30, 1999 and 2.9% for the three months
ended June 30, 1998. We anticipate that R&D expenses will continue to be
approximately 2.0% to 3.0% of revenue for the remainder of 1999.
During the second quarter of 1999, in accordance with Statement of
Financial Accounting Standard (SFAS) 86, we capitalized approximately $567,000
of software costs related to our component based products for the insurance
industry and our maintenance toolset. We did not capitalize software costs
during 1998. We anticipate that the amount of capitalized software will continue
to increase through the remainder of 1999 at levels consistent with the rate of
increase for the first half of 1999.
GOODWILL AND INTANGIBLE AMORTIZATION. Goodwill and intangible
amortization increased to approximately $1.9 million for the three months ended
June 30, 1999 from approximately $363,000 for the three months ended June 30,
1998. The additional expense primarily reflects the amortization of goodwill and
intangibles generated by our 1998 and 1999 acquisitions.
18
<PAGE>
IMRGLOBAL CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
THREE MONTHS ENDED JUNE 30, 1999 COMPARED TO THREE MONTHS ENDED JUNE 30, 1998
ACQUISITION COSTS AND ACQUIRED IN-PROCESS RESEARCH AND DEVELOPMENT
COSTS. During the quarter ended June 30, 1998, in connection with our
acquisition of Lyon, we incurred an $8.2 million expense for acquired in-process
research and development costs. This expense was based on an appraisal of the
intangible assets acquired in the Lyon acquisition. In addition, IMRglobal
recorded a one-time charge of approximately $145,000 for costs related to the
RHO acquisition.
INCOME FROM OPERATIONS. Income from operations for the three months
ended June 30, 1999 was $12.8 million compared to $338,000 for the three months
ended June 30, 1998. As a percentage of revenue, income from operations for the
three months ended June 30, 1999 increased to 20.3% from .9% in the three months
ended June 30, 1998. The period ended June 30, 1998 reflects certain one-time
charges related to acquisition costs and acquired in-process research and
development costs. Excluding these one-time charges, as a percentage of revenue,
income from operations for the three months ended June 30, 1999 decreased to
20.3% from 21.8% in the three months ended June 30, 1998.
OTHER INCOME. We realized $1.1 million of other income (net of other
expenses) in the three months ended June 30, 1999 and $1.0 million in the three
months ended June 30, 1998. Net other income consists primarily of investment
income generated by our cash and marketable securities.
PROVISION FOR INCOME TAXES. The provision for income taxes increased to
approximately $5.3 million for the three months ended June 30, 1999 from
approximately $3.1 million for the three months ended June 30, 1998. Our
effective tax rate was 38.1% for the three months ended June 30, 1999 compared
to 31.4% for the three months ended June 30, 1998 excluding non-deductible
one-time charges for acquisition and in-process research and development.
Historically, IMRglobal has enjoyed a low effective tax rate primarily due to
the low tax rates in India. The effective tax rate increased as a result of
recent acquisitions in France, Canada, Japan and Australia which have higher tax
rates than India. In addition, amortization of goodwill and other intangible
assets is often not deductible for income tax purposes. Intangible asset
amortization has increased 425.6% from the second quarter of 1998 to the second
quarter of 1999.
We have not recorded deferred income taxes applicable to undistributed
earnings of IMRglobal-India. Those earnings are considered to be indefinitely
reinvested and, accordingly, no provision for United States federal and state
income tax has been provided thereon.
19
<PAGE>
IMRGLOBAL CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
THREE MONTHS ENDED JUNE 30, 1999 COMPARED TO THREE MONTHS ENDED JUNE 30, 1998
NET INCOME. Net income increased to $8.6 million for the three months
ended June 30, 1999 compared to a $1.7 million loss for the three months ended
June 30, 1998. Net income for the three months ended June 30, 1999, excluding
one-time charges, was approximately $8.6 million compared to net income of
approximately $6.7 million for the three months ended June 30, 1998. Excluding
one-time charges, as a percentage of revenue, net income for the three months
ended June 30, 1999 decreased to 13.6% from 16.7% in the three months ended June
30, 1998. This decrease was primarily attributable to higher goodwill
amortization expense and a higher effective income tax rate.
DILUTED EARNINGS PER SHARE. Diluted earnings per share was $0.21 for
the three months ended June 30, 1999 and ($0.06) for the three months ended June
30, 1998. Excluding one-time charges, diluted earnings per share was $0.21 for
the three months ended June 30, 1999 as compared to $0.19 for the three months
ended June 30, 1998.
SIX MONTHS ENDED JUNE 30, 1999 COMPARED TO SIX MONTHS ENDED JUNE 30, 1998
REVENUE. For the six months ended June 30, 1999, our revenue increased
to $114.8 million, representing a 54.1% increase over revenue of $74.5 million
for the six months ended June 30, 1998. The acquisitions accounted for under the
purchase method between May 1998 and June 1999 contributed substantially to the
revenue increase. Revenue from our service offerings not related to our Year
2000 service offerings, increased to $87.2 million (including purchase
acquisitions), representing an 139.2% increase over non Year 2000 revenue of
$36.4 million for the six months ended June 30, 1998. Revenue from our Year 2000
conversion services decreased 27.4% to $27.7 million for the six months ended
June 30, 1999 compared to $38.1 million for the six months ended June 30, 1998.
As a percentage of total revenue, Year 2000 revenue decreased to 24.1% for the
six months ended June 30, 1999 as compared to 51.1% for the six months ended
June 30, 1998. We expect that Year 2000 revenue will continue to decrease over
the next three quarters.
COST OF REVENUE. Cost of Revenue was $62.1 million, or 54.1% of
revenue, for the six months ended June 30, 1999, as compared to $40.5 million,
or 54.4% of revenue, for the six months ended June 30, 1998. The decrease in
cost of revenue as a percentage of revenue primarily reflects productivity gains
from the use of our toolsets.
Wage costs continue to increase at a greater rate than general
inflation in each of the countries in which we have operations, and we
anticipate that this trend will continue in the near term. Historically, we have
been able to pass these wage increases on to our clients in the form of
increased prices for our service offerings. However, we cannot assure you that
we will be able to continue to increase prices to our clients to offset future
wage increases.
GROSS PROFIT. Our gross profit increased 55.0% to $52.7 million in the
six months ended June 30, 1999 compared to $34.0 million in the six months ended
June 30, 1998. As a percentage of revenue, our gross profit increased to 45.9%
in the six months ended June 30, 1999 compared to 45.6% in the six months ended
June 30, 1998.
20
<PAGE>
IMRGLOBAL CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
SIX MONTHS ENDED JUNE 30, 1999 COMPARED TO SIX MONTHS ENDED JUNE 30, 1998
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. For the six months ended
June 30, 1999, SG&A expenses increased to $23.6 million, compared to $15.4
million for the six months ended June 30, 1998. The dollar increase in SG&A
expense is attributable to the following:
o purchase acquisitions;
o addition of seven sales offices;
o the expansion of sales personnel; and
o expansion of our general support staff, primarily recruiting and
human resources personnel.
As a percentage of revenue, SG&A expenses were 20.6% for the six months
ended June 30, 1999 and the comparable period in 1998.
RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses
increased to approximately $2.8 million for the six months ended June 30, 1999
from approximately $2.1 million in the six months ended June 30, 1998. As a
percentage of revenue, R&D decreased to 2.5% in the six months ended June 30,
1999 from 2.9% for the six months ended June 30, 1998.
During the first six months of 1999, in accordance with Statement of
Financial Accounting Standard (SFAS) 86, we capitalized approximately $1.3
million of software costs related to our component based products for the
insurance industry and our maintenance toolset. We did not capitalize software
costs during 1998. We anticipate that the amount of capitalized software will
continue to increase through the remainder of 1999 at levels consistent with the
rate of increase for the first half of 1999.
GOODWILL AND INTANGIBLE AMORTIZATION. Goodwill and intangible
amortization increased to approximately $2.7 million for the six months ended
June 30, 1999 from approximately $653,000 for the six months ended June 30,
1998. The additional expense primarily reflects the amortization of goodwill and
intangibles generated by two acquisitions in 1998 and four acquisitions in 1999.
21
<PAGE>
IMRGLOBAL CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
SIX MONTHS ENDED JUNE 30, 1999 COMPARED TO SIX MONTHS ENDED JUNE 30, 1998
ACQUIRED IN-PROCESS RESEARCH AND DEVELOPMENT AND ACQUISITION COSTS. The
purchased assets and assumed liabilities in connection with the acquisition of
Fusion were recorded at their estimated fair values at the acquisition date of
March 26, 1999. We received an appraisal of the intangible assets which
indicated that approximately $3.4 million of the acquired intangible assets was
acquired IPRD that had not yet reached technological feasibility and had no
alternative future use (See Note 5). To determine the value of the IPRD, the
Company's appraisal considered, among other factors, the state of development of
each project, the time and cost needed to complete each project, expected
income, discounted cash flow and associated risks which included the inherent
difficulties and uncertainties in completing each project and thereby achieving
technological feasibility and risks related to the viability of and potential
changes to future target markets. This analysis results in amounts assigned to
the cost of in-process research and development for projects that had not yet
reached technological feasibility and had no alternative future uses.
Accordingly, acquired IPRD of $3.4 million was charged to expenses by the
Company in the quarter ended March 31, 1999.
During the six months ended June 30, 1998, in connection with our
acquisition of Lyon, we incurred an $8.2 million expense for acquired in-process
research and development costs. This expense was based on an appraisal of the
intangible assets acquired in the Lyon acquisition.
ACQUISITION COSTS. During the six months ended June 30, 1999, we
completed one acquisition that was accounted for as a pooling of interests.
Acquisition expenses attributable to that merger were approximately $1.9
million. During the six months ended June 30, 1998, we recorded a one-time
charge of approximately $145,000 for costs related to the RHO acquisition.
INCOME FROM OPERATIONS. Income from operations for the six months ended
June 30, 1999 was $18.2 million compared to $7.5 million for the six months
ended June 30, 1998. As a percentage of revenue, income from operations for the
six months ended June 30, 1999 increased to 15.8% from 10.1% in the six months
ended June 30, 1998. Both periods reflect certain one-time charges related to
acquisition costs and acquired in-process research and development costs.
Excluding these one-time charges, as a percentage of revenue, income from
operations for the six months ended June 30, 1999 decreased to 20.5% from 21.3%
in the six months ended June 30, 1998. This decrease was primarily attributable
to goodwill amortization expense.
OTHER INCOME. We realized approximately $2.7 million of other income
(net of other expenses) in the six months ended June 30, 1999 compared to net
other income of approximately $2.1 million in the six months ended June 30,
1998. Net other income consists primarily of investment income generated by our
cash and marketable securities.
PROVISION FOR INCOME TAXES. The provision for income taxes increased to
approximately $8.6 million for the six months ended June 30, 1999 from
approximately $5.5 million for the six months ended June 30, 1998. Excluding
one-time charges this represents an effective tax rate of 38.1% and 30.8% for
the six month periods ended June 30, 1999 and 1998, respectively.
22
<PAGE>
IMRGLOBAL CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
SIX MONTHS ENDED JUNE 30, 1999 COMPARED TO SIX MONTHS ENDED JUNE 30, 1998
The higher effective tax rate for the six months ended June 30, 1999 is
partially attributable to goodwill and acquired technology amortization not
being fully deductible for income tax purposes. Intangible asset amortization
has increased 317.9% from the six months ended June 30, 1998 to the six months
ended June 30, 1999. In addition, we have historically enjoyed a low effective
tax rate primarily due to our industry's low tax rates in India. Accordingly,
the effective tax rate has increased as a result of recent acquisitions in
France, Canada, Japan, Australia and the United States, which have higher tax
rates than India.
We have not recorded deferred income taxes applicable to undistributed
earnings of IMRglobal-India. Those earnings are considered to be indefinitely
reinvested and, accordingly, no provision for United States federal and state
income tax has been provided thereon.
NET INCOME. Net income increased to $12.2 million for the six months
ended June 30, 1999 compared to $4.1 million for the six months ended June 30,
1998. Net income for the six months ended June 30, 1999, excluding one-time
charges, was approximately $16.2 million compared to net income of approximately
$12.4 million for the six months ended June 30, 1998. Excluding one-time
charges, as a percentage of revenue, net income for the six months ended June
30, 1999 decreased to 14.1% from 16.6% in the six months ended June 30, 1998.
This decrease was primarily attributable to higher goodwill amortization expense
and a higher effective income tax rate.
DILUTED EARNINGS PER SHARE. Diluted earnings per share was $0.32 for
the six months ended June 30, 1999 and $0.12 for the six months ended June 30,
1998. Excluding one-time charges, diluted earnings per share was $0.42 for the
six months ended June 30, 1999 as compared to $0.36 for the six months ended
June 30, 1998.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 1999, we had:
o working capital of $98.2 million;
o liquid assets including cash, cash equivalents and marketable
securities of approximately $85.4 million; and
o available bank lines of credit of approximately $13.9 million.
Net cash provided by operating activities was $9.7 million for the six
months ended June 30, 1999. The positive cash flow from operations primarily
reflects our continuing profitability and the tax benefits generated through the
exercise of employee stock options.
Net cash used in investing activities was $26.1 million for the six
months ended June 30, 1999. For the six months ended June 30, 1999, we invested
an additional $15.0 million in the acquisition of subsidiaries and purchased
$14.1 million of property and equipment.
Net cash used in financing activities was $2.7 million for the six
months ended June 30, 1999.
23
<PAGE>
IMRGLOBAL CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
We maintain an uncollateralized $10.0 million revolving credit facility
which allows us to borrow up to 80% of the book value of our United States
accounts receivable. Our interest rate for this facility varies and is 1% above
LIBOR (currently 6.3%). At June 30, 1999, we had not borrowed any funds under
this facility and the $10.0 million was available to us. Provisions of this line
of credit and certain notes payable contain financial covenants, including
covenants that require us to maintain certain financial ratios. At June 30,
1999, we were in compliance with these covenants. This credit facility can be
canceled at any time by the bank or by us.
Certain of our subsidiaries maintain additional revolving credit line
arrangements. Interest rates are based on the lending institution's prime rate
(ranging from 6.5% to 9.0% at June 30, 1999). At June 30, 1999, the amount
outstanding under these facilities was $559,000 and the maximum amount available
was approximately $3.9 million. The respective subsidiary's accounts receivable
and certain property and equipment collateralize these facilities.
During June 1998, we entered into contracts to purchase land and
construct new facilities for our corporate headquarters. The total price of this
project (including furniture, fixtures and equipment) is expected to be
approximately $28.0 million of which $14.4 million has been expended as of June
30, 1999. Completion of this project is scheduled for January 2000.
We continuously review our future cash requirements, together with our
available bank lines of credit and internally generated funds. We believe we
have adequate capital resources to meet all working capital obligations and fund
the development of our current business operations, including the following
business objectives:
o Continued expansion of existing business;
o Continued funding of research and development initiatives;
o Anticipated levels of capital expenditures including the
construction of our corporate headquarters; and
o Any debt repayment requirements, including those that may be
required pursuant to the integration of our acquisitions.
ASSET MANAGEMENT
Our accounts receivable balance was $46.3 million at June 30, 1999. The
increase of $17.8 million from December 31, 1998 was primarily due to new
acquisitions and revenue growth of 54.1%. A common financial measure is the
calculation of days sales outstanding in accounts receivable. We refer to days
sales outstanding as DSO. We believe that the calculation of DSO should be done
on our quarterly results of operations to factor in our historic rapid revenue
growth rate. Based on the above, DSO was 66 days at June 30, 1999. The Lyon and
Atechsys acquisitions add approximately 3 days to our DSO as collection
practices of accounts receivable in France have historically been slower than
collections in other geographical areas. In addition, accounts receivable in
Canada, France, Japan and U.K. include value added taxes that are not included
in revenue. Without value added taxes, DSO would be approximately 3 days less
than the above levels.
24
<PAGE>
IMRGLOBAL CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
COSTS ASSOCIATED WITH THE YEAR 2000
INTRODUCTION. Many existing computer systems run software programs
permitting only two-digit entries to reference the year in the date field (e.g.,
1999 is read as "99") and therefore cannot properly process dates in the next
century. Software programs that use the two-digit year date field to perform
computations or decision-making functions may fail due to an inability to
correctly interpret dates in the 21st century. For example, many software
systems will misinterpret "00" to mean the year 1900 rather than 2000.
IMRGLOBAL'S STATE OF READINESS. IMRglobal has assessed the impact that
Year 2000 will have on its information technology and non-information technology
systems, relationships with its third-party vendors and relationships with its
clients. As a result of the initial assessment, IMRglobal believes that the Year
2000 will not give rise to any event that will have a material adverse effect on
IMRglobal's results of operations and financial condition.
Although IMRglobal continues to review its IT systems, as well as its
non-IT systems, for Year 2000 compliance, to date, IMRglobal has discovered that
only its internal accounting system is not Year 2000 compliant. IMRglobal is
replacing this accounting system in fiscal year 1999 for reasons other than the
fact that the system is not Year 2000 compliant and it has not accelerated
replacement plans for such system in light of its non-compliance. Through June
30, 1999, IMRglobal has incurred expenses approximating $30,000 related to Year
2000 compliance and anticipates that the total cost should not exceed
approximately $100,000. These cost estimates primarily reflect the costs related
to IMRglobal personnel. IMRglobal does not believe that the costs associated
with the replacement of the accounting system will have a material impact on
IMRglobal's results of operations and financial condition. IMRglobal has not
identified any other IT or non-IT system that is subject to a material risk of
disruption due to the Year 2000. IMRglobal does not believe a formal contingency
plan is required for internal systems.
IMRglobal has assessed whether a system failure experienced by any of
IMRglobal's third-party vendors would negatively impact the IMRglobal's
operations or financial condition. IMRglobal has determined that a Year 2000
system failure experienced by IMRglobal's satellite and communication vendors
could potentially interrupt communications between client sites and IMRglobal's
software development centers. This interruption could result in loss of revenue,
increased costs and project delays. Management has contacted its satellite and
communications vendors in order to assess whether they anticipate any
communications failures or interruptions, as a result of the Year 2000. No such
failures or interruptions are presently anticipated, and IMRglobal does not
expect to experience any adverse effects on its results of operations and
financial condition. If, however, further analysis determines that one or more
of IMRglobal's satellite or communications vendors may encounter Year 2000
related failures or interruptions, IMRglobal will be required to develop a
contingency plan. It is anticipated that a contingency plan, if necessary, will
be developed by the third quarter of 1999. IMRglobal has determined that a
system failure experienced by the satellite and communication vendors could have
a material effect on IMRglobal's results of operations and financial condition.
System failure by any other third party vendor would not have a material affect
on IMRglobal's results of operations and financial condition.
25
<PAGE>
IMRGLOBAL CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
RISKS PRESENTED BY THE YEAR 2000. Many of IMRglobal's client
engagements include Year 2000 conversion services that are critical to the
operations of its clients' businesses. Any failure in a client's system could
result in a claim for substantial damages against IMRglobal, regardless of
IMRglobal's responsibility for such failure. Although IMRglobal attempts to
limit contractually its liability for damages arising from negligent acts,
errors, mistakes or omissions in rendering its IT services, there can be no
assurance the limitations of liability set forth in its service contracts will
be enforceable in all instances or would otherwise protect IMRglobal from
liability for damages. IMRglobal maintains general liability insurance coverage,
including coverage for errors or omissions. There can be no assurance that such
coverage will continue to be available on reasonable terms or will be available
in sufficient amounts to cover one or more large claims, or that the insurer
will not disclaim coverage as to any future claim. The successful assertion of
one or more large claims against IMRglobal that exceed available insurance
coverage or changes in IMRglobal's insurance policies, including premium
increases or the imposition of large deductible or co-insurance requirements,
could adversely affect IMRglobal's results of operations and financial
condition.
IMRGLOBAL'S CONTINGENCY PLANS. IMRglobal is a high quality provider of
Year 2000 compliance services. Accordingly, if IMRglobal experiences a failure
in its Year 2000 preparedness, experienced staff will be redeployed to address
any potential Year 2000 compliance issue. Otherwise, IMRglobal has no material
contingency plan identified for Year 2000 readiness issues.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS
IMRglobal is exposed to market risk from changes in interest rates and
exchange rates between the U.S. dollar and the currencies of various countries
in which we operate. IMRglobal does not engage in hedging transactions and is
not a party to any leveraged derivatives.
26
<PAGE>
IMRGLOBAL CORP.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not a party to any pending material litigation.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
27 Financial Data Schedule (for SEC use only).
o The Registrant filed a report on Form 8-K on April 8, 1999 under
Item 2 disclosing the acquisition of Fusion Systems Japan Co.,
Ltd.
o The Registrant filed a report on Form 8-K on June 29, 1999 under
Item 2 disclosing the acquisition of Orion Consulting, Inc.
27
<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.
IMRGLOBAL CORP.
Date NOVEMBER 19, 1999 /s/ SATISH K. SANAN
- ------------------------- -----------------------
Satish K. Sanan
Chief Executive Officer
Date NOVEMBER 19, 1999 /s/ ROBERT M. MOLSICK
- ------------------------- ----------------------
Robert M. Molsick
Chief Financial Officer
28
<PAGE>
IMRGLOBAL CORP.
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION PAGE
- ------- ----------- -----
27 Financial Data Schedule...................................... 30
29
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS FOR THE PERIOD ENDED JUNE 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 58,012
<SECURITIES> 27,340
<RECEIVABLES> 48,487
<ALLOWANCES> 2,195
<INVENTORY> 0
<CURRENT-ASSETS> 159,977
<PP&E> 45,455
<DEPRECIATION> 9,397
<TOTAL-ASSETS> 340,557
<CURRENT-LIABILITIES> 61,748
<BONDS> 1,598
0
0
<COMMON> 3,845
<OTHER-SE> 269,458
<TOTAL-LIABILITY-AND-EQUITY> 340,557
<SALES> 0
<TOTAL-REVENUES> 114,841
<CGS> 0
<TOTAL-COSTS> 62,114
<OTHER-EXPENSES> 34,397
<LOSS-PROVISION> 150
<INTEREST-EXPENSE> 4
<INCOME-PRETAX> 20,856
<INCOME-TAX> 8,620
<INCOME-CONTINUING> 12,236
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 12,236
<EPS-BASIC> 0.37
<EPS-DILUTED> 0.32
</TABLE>
