================================================================================
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 MARCH 31, 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 12, 1999, there were 38,556,883 outanding 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 March 31, 1999 and December 31, 1998................... 3
Consolidated Statements of Operations
for the Three Months Ended March 31, 1999
and 1998..................................................... 4
Consolidated Statements of Cash Flows
for the Three Months Ended March 31, 1999
and 1998..................................................... 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... 21
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings ......................................... 22
ITEM 5. Other Information ......................................... 22
ITEM 6. Exhibits and Reports on Form 8-K........................... 22
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
IMRGLOBAL CORP.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1998 1999
--------- ---------
(RESTATED) (UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents ............................................ $ 78,807 $ 79,600
Marketable Securities ................................................ 31,609 34,565
Accounts receivable .................................................. 28,538 33,818
Unbilled work in process ............................................. 5,145 7,704
Deferred income taxes ................................................ 14,141 12,412
Prepaid expenses and other current assets ............................ 3,592 4,056
--------- ---------
Total current assets ........................................... 161,832 172,155
Property and equipment, net of accumulated depreciation ................. 21,416 27,914
Capitalized software costs, net of accumulated amortization ............. -- 704
Deposits and other assets ............................................... 3,622 5,862
Intangible assets, net of accumulated amortization ...................... 36,829 77,993
--------- ---------
Total assets ................................................... $ 223,699 $ 284,628
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable ..................................................... $ 7,750 $ 14,211
Accrued compensation ................................................. 8,733 21,651
Deferred revenue ..................................................... 3,446 3,276
Other current liabilities ............................................ 19,120 18,667
--------- ---------
Total current liabilities ...................................... 39,049 57,805
Long-term debt .......................................................... 671 1,894
Deferred tax liability .................................................. 1,040 646
Accrued compensation .................................................... 8,125 2,720
--------- ---------
Total liabilities .............................................. 48,885 63,065
--------- ---------
Shareholders' equity:
Preferred stock ...................................................... -- --
Common stock ......................................................... 3,039 3,436
Additional paid-in capital ........................................... 139,800 183,449
Retained earnings .................................................... 33,433 37,100
Notes receivable from stock sale ..................................... (366) (366)
Accumulated other comprehensive expense .............................. (1,092) (2,056)
--------- ---------
Total shareholders' equity ..................................... 174,814 221,563
--------- ---------
Total liabilities and shareholders' equity ..................... $ 223,699 $ 284,628
========= =========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
3
<PAGE>
IMRGLOBAL CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED AND IN THOUSANDS EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
----------------------------
1998 1999
------------ -------------
(Restated)
<S> <C> <C>
Revenue .............................................. $ 34,616 $ 51,888
Cost of revenue ...................................... 18,777 27,739
-------- --------
Gross profit ................................ 15,839 24,149
Selling, general and administrative expenses ......... 7,399 11,338
Research and development expenses .................... 989 1,232
Goodwill and intangible amortization ................. 290 821
Acquired in-process research and development ......... -- 3,410
Acquisition costs .................................... -- 1,936
-------- --------
Income from operations ...................... 7,161 5,412
Other income (expense):
Interest expense ............................ (76) (4)
Interest income and other ................... 1,121 1,599
-------- --------
Total other income .......................... 1,045 1,595
-------- --------
Income before provisions for income taxes ............ 8,206 7,007
Provision for income taxes ........................... 2,459 3,340
-------- --------
Net income .................................. $ 5,747 $ 3,667
======== ========
Earnings per share:
Basic ....................................... $ 0.21 $ 0.12
======== ========
Diluted ..................................... $ 0.17 $ 0.10
======== ========
Shares outstanding:
Basic ....................................... 26,802 30,565
======== ========
Diluted ..................................... 33,743 35,775
======== ========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
4
<PAGE>
IMRGLOBAL CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED AND IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
----------------------------
1998 1999
------------ -------------
(Restated)
<S> <C> <C>
Cash flows from operating activities:
Net income ............................................................ $ 5,747 $ 3,667
Adjustment to reconcile net income to cash provided by (used in)
operating activities:
Depreciation and amortization ...................................... 804 1,865
In-process research and development ................................ -- 3,410
Deferred taxes ..................................................... (26) 1,249
Tax benefit of stock options ....................................... 1,499 427
Changes in operating assets and liabilities:
Accounts receivable and unbilled work-in-process ................ (6,704) (3,690)
Other current assets ............................................ 2,106 (321)
Deposits and other assets ....................................... (618) (446)
Accounts payable and other liabilities .......................... 1,550 1,067
Accrued compensation ............................................ 1,213 959
Income tax ...................................................... 741 (262)
Deferred revenue ................................................ (47) (1,205)
-------- --------
Total adjustments ............................................... 518 3,053
-------- --------
Net cash provided by operating activities ....................... 6,265 6,720
-------- --------
Cash flows from investing activities:
Acquisition of consolidated subsidiaries,
net of cash acquired .............................................. 703 5,455
Investment in marketable securities, net .............................. (1,190) (2,955)
Additions to capitalized software costs ............................... -- (703)
Additions to property and equipment ................................... (3,543) (6,295)
-------- --------
Net cash used in investing activities ........................... (4,030) (4,498)
-------- --------
Cash flows from financing activities:
Net repayments from revolving credit line ............................. 256 (223)
Payments on long-term debt, notes and capital leases .................. (139) (1,262)
Proceeds from issuance of common stock ................................ 138 759
-------- --------
Net cash provided by (used in) financing activities ............. 255 (726)
-------- --------
Effect of exchange rate changes .......................................... (45) (703)
-------- --------
Net increase (decrease) in cash and cash equivalents ..................... 2,445 793
Cash and cash equivalents at beginning of period ......................... 86,999 78,807
-------- --------
Cash and cash equivalents at end of period ............................... $ 89,444 $ 79,600
======== ========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
5
<PAGE>
IMRGLOBAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 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 month period ended March 31, 1999 are not
necessarily indicative of the results to be expected for the full year. In
January 1999, IMRglobal acquired all of the outstanding capital stock of
Atechsys S.A. ("Atechsys") in an acquisition accounted for as a pooling of
interests. All prior period consolidated financial statements presented herein
have been restated to include the financial position, results of operations and
cash flows of Atechsys.
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 March 1999, IMRglobal Corp. acquired Fusions Systems Japan Co.,
Ltd. ("Fusion") in a transaction that was 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. Restated
financial statements for the three months ended March 31, 1998 and 1999 were
included in a previous filing on Form 10-Q dated May 14, 1999.
On October 22, 1999, IMRglobal announced it will change its accounting
treatment for the merger with Fusion 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. 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 merger. 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 treat this acquisition as a
purchase business combination. Restated financial statements for the three
months ended March 31, 1998 and 1999 are attached to this Form 10-Q/A.
6
<PAGE>
IMRGLOBAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 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
periods ended March 31, 1998 and 1999 (in thousands).
<TABLE>
<CAPTION>
THREE MONTHS THREE MONTHS
ENDED ENDED
MARCH 31, 1998 MARCH 31, 1999
-------------- --------------
<S> <C> <C>
Income before provision for income taxes:
As previously reported ........................ $ 7,629 $ 8,859
Adjustment related to converting the Fusion
transaction from the pooling of interests
method to the purchase method .............. 577 (1,852)
------------ ---------
Restated ...................................... $ 8,206 $ 7,007
============ =========
Net income:
As previously reported ........................ $ 5,353 $ 5,406
Adjustment related to converting the Fusion
transaction from the pooling of interests
method to the purchase method .............. 394 (1,739)
------------ ---------
Restated ...................................... $ 5,747 $ 3,667
============ =========
Earnings per share - Basic:
As previously reported ........................ $ 0.18 $ 0.16
Adjustment related to converting the Fusion
transaction from the pooling of interests
method to the purchase method .............. 0.03 (0.04)
------------ ---------
Restated ...................................... $ 0.21 $ 0.12
============ =========
Earnings per share - Diluted:
As previously reported ........................ $ 0.13 $ 0.13
Adjustment related to converting the Fusion
transaction from the pooling of interests
method to the purchase method .............. 0.02 (0.04)
Adjustment for restatement
of treasury stock method (See Note 2) ...... 0.02 0.01
------------ ---------
Restated ...................................... $ 0.17 $ 0.10
============ ============
</TABLE>
7
<PAGE>
IMRGLOBAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 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. Diluted earnings per share is computed using the
treasury stock method which is summarized as follows (in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
----------------------------
1998 1999
------------ --------------
<S> <C> <C>
Weighted average
common stock outstanding .............................................. 26,802 30,565
Weighted average
common stock equivalents .............................................. 6,941 5,210
------- -------
Shares used in diluted earnings
per share calculation ................................................. 33,743 35,775
======= =======
</TABLE>
Shares used in the diluted earnings per share calculation have been
restated to reflect the income tax benefit which could be used to purchase
additional treasury shares. This restatement has resulted in a decrease in
shares of 4.3 million and 3.1 million and an increase in diluted earnings per
share of $0.02 and $0.01 for the three months ended March 31, 1998 and 1999,
respectively.
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 for the other components of the product
or process 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.
8
<PAGE>
IMRGLOBAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999
(UNAUDITED)
4. SHAREHOLDERS' EQUITY
Changes in shareholders' equity for the three months ended March 31,
1999 are summarized as follows (in thousands):
<TABLE>
<CAPTION>
ACCUMULATED
COMPREHENSIVE ADDITIONAL OTHER
INCOME COMMON PAID-IN RETAINED COMPREHENSIVE
(EXPENSE) STOCK CAPITAL EARNINGS OTHER 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 .......... -- 390 42,471 -- -- -- 42,861
Employee stock purchase plan ............. -- 1 245 -- -- -- 246
Stock options exercised .................. -- 6 506 -- -- -- 512
Tax benefit of stock options exercised.... -- -- 427 -- -- -- 427
Net income ............................... 3,667 -- -- 3,667 -- -- 3,667
Translation adjustment ................... (964) -- -- -- -- (964) (964)
---------
Comprehensive income ..................... $ 2,703 -- -- -- -- -- --
========= --------- --------- --------- --------- --------- ---------
Balance, March 31, 1999 .................. $ 3,436 $ 183,449 $ 37,100 $ (366) $ (2,056) $ 221,563
========= ========= ========= ========= ========= =========
</TABLE>
IMRglobal has adopted Statement of Financial Accounting Standards No.
130, "Reporting Comprehensive Income" ("SFAS 130"). SFAS 130 requires the
presentation of comprehensive income (expense) and its components. Comprehensive
income (expense) presents a measure of all changes in equity that result from
recognized transactions and other economic events during the period other than
transactions with stockholders. SFAS 130 requires restatement of all prior
period financial statements presented and is effective for periods beginning
after December 15, 1997. IMRglobal has elected to disclose this information in
the Statement of Shareholders' Equity. As of March 31, 1999, the accumulated
other comprehensive expense account consists of cumulative foreign currency
translation adjustments.
9
<PAGE>
IMRGLOBAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999
(UNAUDITED)
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 $1.9 million related to the
acquisition have been charged to acquisition costs and included in the statement
of income for the three months ended March 31, 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.
FUSION SYSTEM JAPAN CO., LTD. ("FUSION")--On March 26, 1999, IMRglobal
acquired 100% of the outstanding stock of Fusion System 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.
10
<PAGE>
IMRGLOBAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999
(UNAUDITED)
5. BUSINESS COMBINATIONS (CONTINUED)
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.
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
<PAGE>
IMRGLOBAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999
(UNAUDITED)
5. BUSINESS COMBINATIONS (CONTINUED)
<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>
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 headquartered in Howell, New
Jersey. 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.
12
<PAGE>
IMRGLOBAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 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
MARCH 31,
------------------
1998
------------------
Revenue:
IMRglobal ................................. $32,327
Adjustment for pooling of interests ....... 2,289
-------
Combined ......................... $34,616
=======
Net income:
IMRglobal ................................. $ 5,498
Adjustment for pooling of interests ....... 249
-------
Combined ......................... $ 5,747
=======
Other changes in shareholders' equity:
IMRglobal ................................. $46,479
Adjustment for pooling of interests .... --
-------
Combined ......................... $46,479
=======
13
<PAGE>
IMRGLOBAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999
(UNAUDITED)
6. SEGMENT INFORMATION (IN THOUSANDS):
<TABLE>
<CAPTION>
THREE MONTHS ENDED
-------------------------------
MARCH 31, 1998 MARCH 31, 1999
-------------- --------------
<S> <C> <C>
Revenue by service offering:
Transitional outsourcing ..................... $ 14,020 $ 32,714
Year 2000 .................................... 17,821 15,675
Professional services ........................ 2,775 3,499
-------- --------
Total revenue .......................... $ 34,616 $ 51,888
======== ========
Income from operations:
Sales organizations .......................... $ 6,183 $ 10,998
Software Development Centers ................. 2,257 1,813
-------- --------
Income from operations -
sales and delivery centers .......... 8,440 12,811
Research and development ..................... (989) (1,232)
Goodwill amortization ........................ (290) (821)
Acquisition costs and acquired in-process
research and development .................. -- (5,346)
-------- --------
Income from operations ................. $ 7,161 $ 5,412
======== ========
</TABLE>
The Company is engaged in one business segment. The sales organization
provides IT transitional outsourcing services to large companies in North
America, Europe and Asia. 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
MARCH 31, 1999
(UNAUDITED)
7. ACQUISITIONS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
During 1998 and 1999, IMRglobal completed several acquisitions (see
Note 4). 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):
THREE MONTHS ENDED
MARCH 31,
--------------------------
1998 1999
---------- ----------
As reported:
Revenue .......................... $ 34,616 $ 51,888
Net income ....................... $ 5,747 $ 3,667
Basic earnings per share ...... $ 0.21 $ 0.12
Diluted earnings per share .... $ 0.17 $ 0.10
Pro forma (unaudited):
Revenue .......................... $ 46,394 $ 61,071
Net income ....................... $ 5,573 $ 2,252
Basic earnings per share ...... $ 0.18 $ 0.07
Diluted earnings per share .... $ 0.15 $ 0.06
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.
8. 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
MARCH 31, 1999
(UNAUDITED)
8. 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.
9. SUBSEQUENT EVENTS
On June 15, 1999, IMRglobal acquired 100% of the outstanding stock of
Orion Consulting, Inc. ("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 (valued at $41.4 million) of IMRglobal's common stock. The Orion
acquisition is being accounted for as a purchase pursuant to the provisions of
APB Opinion No. 16.
16
<PAGE>
IMRGLOBAL CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Except for historical information contained herein, some matters
discussed in this report, including but not limited to statements relating to
rates of wage cost increases in comparison to rates of inflation in the
countries in which IMRglobal does business, IMRglobal's ability to expand its
infrastructure, the rate of revenue growth, future income from operations and
the impact of the year 2000 on IMRglobal's results of operations and financial
condition 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. IMRglobal notes that a variety of risk factors
could cause IMRglobal's actual results and experience to differ materially from
the anticipated results or other expectations expressed in IMRglobal's
forward-looking statements. Reference is made in particular to the discussion
set forth below in this report and set forth in IMRglobal's Annual Report on
Form 10-K for the fiscal year ended December 31, 1998, as filed with the
Commission.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THREE MONTHS ENDED MARCH 31, 1998
REVENUE. For the three months ended March 31, 1999, revenue increased
to $51.9 million representing a 49.9% increase over revenue of $34.6 million for
the three months ended March 31, 1998. The 1998 and 1999 acquisitions of
ECWerks, Visual Systems, Inc. and Lyon Consultants, S.A. accounted for
approximately one-half of the revenue increase. Revenue from IMRglobal's core
transitional outsourcing services (software development, application maintenance
and migration, re-engineering services, consulting and E-commerce) increased to
$32.7 million or 133.3% for the quarter ended March 31, 1999, compared to $14.0
million for the quarter ended March 31, 1998. Revenue from IMRglobal's Year 2000
conversion services ("Year 2000 revenue") decreased to $15.7 million or 12.0%
for the quarter ended March 31, 1999 compared to $17.8 million for the quarter
ended March 31, 1998. As a percentage of total revenue, Year 2000 revenue
decreased to 30.2% for the three months ended March 31, 1999 as compared to
51.5% for the three months ended March 31, 1998. The decrease of Year 2000
revenue is expected to continue over the next four quarters.
COST OF REVENUE. Cost of revenue was $27.7 million, or 53.5% of
revenue, for the three months ended March 31, 1999, as compared to $18.8
million, or 54.2% of revenue, for the three months ended March 31, 1998. The
decrease in cost of revenue as a percentage of revenue reflects: (i)
productivity gains from IMRglobal's transformation toolsets; (ii) improved
utilization of software development personnel in India and Northern Ireland; and
(iii) a 16.7% devaluation in the Indian Rupee since September 30, 1997, which
resulted in reduced costs at IMRglobal's Indian software development centers.
Wage costs continue to increase at a greater rate than general inflation in each
of the countries in which IMRglobal has operations, and IMRglobal anticipates
that this trend will continue in the near term. IMRglobal has been able to pass
these wage increases on to its customers in the form of increased prices for its
service offerings. However, there can be no assurance that IMRglobal will be
able to continue to increase prices to its customers to offset future wage
increases.
GROSS PROFIT. Gross profit increased 52.5% to $24.1 million in the
first quarter of 1999 compared to $15.8 million in the prior comparable period.
As a percentage of revenue, gross profit increased to 46.5% in the first quarter
of 1999 compared to 45.8% in the first quarter of 1998.
17
<PAGE>
IMRGLOBAL CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THREE MONTHS ENDED MARCH 31, 1998
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. For the three months
ended March 31, 1999, selling, general and administrative (SG&A) expenses
increased to $11.3 million, compared to $7.4 million for the three months ended
March 31, 1998. As a percentage of revenue, SG&A expenses for the three months
ended March 31, 1999 increased to 21.9% from 21.4% for the same period in 1998.
The dollar increase in SG&A expenses is attributable to the addition of eight
sales offices, the expansion of sales personnel, the Lyon, Visual and ECWerks
acquisitions, expansion of IMRglobal's delivery capacity, regionalization of
operations and increases in costs related to expanding IMRglobal's general
support staff (primarily recruiting and employee services personnel). IMRglobal
intends to continue to expand its SG&A infrastructure in order to position
IMRglobal for continued revenue growth.
RESEARCH AND DEVELOPMENT EXPENSES. Research and development (R&D)
expenses increased to approximately $1.2 million for the three months ended
March 31, 1999 from approximately $1.0 million in the comparable period of 1998.
As a percentage of revenue, R&D decreased to 2.4% from 2.9% for the same period
in 1998. This decrease as a percentage of revenue occurred due to the
capitalization of costs related to component development. The increase in
dollars is attributable to: (i) the acquisition of Lyon and the continued
development of Lyon's component technology for certain targeted industries
offset by capitalized costs of components nearing completion; and (ii) the
expansion of efforts to develop and enhance IMRglobal's transformation toolsets.
GOODWILL AND INTANGIBLE AMORTIZATION. Goodwill and intangible
amortization increased to approximately $821,000 for the three months ended
March 31, 1999 from approximately $290,000 for the three months ended March 31,
1998. The additional expense primarily reflects the amortization of goodwill and
intangibles generated by the acquisition of ECWerks, Lyon and Visual.
ACQUIRED IN-PROCESS RESEARCH AND DEVELOPMENT ("IPRD") 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. 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, our
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, the acquired IPRD was charged to expense by the Company in its
quarter ended March 31, 1999. In addition, the Company recorded a one-time
charge of approximately $1.9 million for costs related to the Atechsys pooling
of interests.
18
<PAGE>
IMRGLOBAL CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THREE MONTHS ENDED MARCH 31, 1998
INCOME FROM OPERATIONS. Operating income for the first quarter of 1999
was $5.4 million compared to $7.2 million in the comparable period of 1998. As a
percentage of revenue, income from operations for the three months ended March
31, 1999 decreased to 10.4% from 20.7% in the comparable period in 1998. The
decrease in income from operations as a percentage of revenue was the result of
one-time charges of $5.3 million for acquired in-process research and
development and acquisition costs related to the Atechsys and Fusion
acquisitions. Excluding these one-time charges income from operations was $10.8
million compared to $7.2 million in the comparable period in 1998. Excluding
these one-time charges, as a percentage of revenue, income from operations was
20.7% for the three months ended March 31, 1998 and 1999.
OTHER INCOME (EXPENSE). IMRglobal realized net other income of
approximately $1.6 million in the first quarter of 1999 compared to net other
income of approximately $1.0 million in the comparable period of 1998. Other
income consists primarily of investment income generated by IMRglobal's cash and
marketable securities.
PROVISION FOR INCOME TAXES. The provision for income taxes increased to
approximately $3.3 million for the three months ended March 31, 1999 from
approximately $2.5 million for the three months ended March 31, 1998. This
increase is due to increased earnings in the current year excluding one-time
charges for acquisition costs, which are not deductible for tax purposes.
Excluding nondeductible one-time charges, the effective tax rate was 30.0% and
37.3% for the three month periods ended March 31, 1998 and March 31, 1999,
respectively. 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 183.1% from the first quarter of
1998 to the first quarter of 1999.
NET INCOME. Net income decreased to $3.7 million for the three months
ended March 31, 1999 compared to $5.8 million for the comparable 1998 period.
This decrease was the result of the net after tax affect of approximately $4.0
million of one-time acquired in-process research and development and acquisition
costs related to the acquisition of Atechsys and Fusion during the first quarter
of 1999. Net income for the first quarter of 1999 excluding one-time charges is
approximately $7.6 million compared to net income of approximately $5.7 million
in the comparable period of 1998. Excluding one-time charges, as a percentage of
revenue, net income for the three months ended March 31, 1999 decreased to 14.7%
from 16.6% in the comparable period in 1998.
EARNINGS PER SHARE - DILUTED. Earnings per share diluted was $0.10 per
share for the three months ended March 31, 1999 compared to $0.17 per share for
the comparable period in 1998. Excluding one-time charges, earnings per share
was $0.21 for the three months ended March 31, 1999 as compared to $0.17 for the
three months ended March 31, 1998.
19
<PAGE>
IMRGLOBAL CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 1999, IMRglobal had working capital of $114.4 million;
a current ratio of 3.0 to 1.0; liquid assets (cash, cash equivalents and
marketable securities) of $114.2 million; and available bank lines of credit of
approximately $14.0 million. Additionally, cash provided by operations was
approximately $3.3 million for the three months ended March 31, 1999. During
June 1998, IMRglobal entered into a contract to purchase land and construct new
facilities for its corporate headquarters. The total price of this project is
expected to be approximately $28.0 million of which $7.2 million has been
expended as of March 31, 1999. Completion of this project is scheduled for
January 2000. On April 28, 1999, an additional $12 million of cash was expended
in the acquisition of PLP. In addition, IMRglobal has a contingent liability to
the former shareholders of Lyon Consultants, S.A. (See Note 8 of Notes to
Consolidated Financial Statements). IMRglobal continuously reviews its future
cash requirements, together with its available bank lines of credit and
internally generated funds. IMRglobal believes it has adequate capital resources
to meet all working capital obligations and fund the development of its current
business operations.
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 March
31, 1999, IMRglobal has incurred expenses approximating $25,000 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.
20
<PAGE>
IMRGLOBAL CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
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.
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.
21
<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
1. The Registrant filed a report on Form 8-K on January 15, 1999
under Item 4 disclosing a change in the Registrant's
certifying accountant.
22
<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
23
<PAGE>
IMRGLOBAL CORP.
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS FOR THE PERIOD ENDED MARCH 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 79,600
<SECURITIES> 34,565
<RECEIVABLES> 34,113
<ALLOWANCES> 295
<INVENTORY> 0
<CURRENT-ASSETS> 172,155
<PP&E> 36,254
<DEPRECIATION> 8,340
<TOTAL-ASSETS> 284,628
<CURRENT-LIABILITIES> 57,805
<BONDS> 1,894
0
0
<COMMON> 3,436
<OTHER-SE> 218,127
<TOTAL-LIABILITY-AND-EQUITY> 284,628
<SALES> 0
<TOTAL-REVENUES> 51,888
<CGS> 0
<TOTAL-COSTS> 27,739
<OTHER-EXPENSES> 18,730
<LOSS-PROVISION> 7
<INTEREST-EXPENSE> 4
<INCOME-PRETAX> 7,007
<INCOME-TAX> 3,340
<INCOME-CONTINUING> 3,667
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,667
<EPS-BASIC> .12
<EPS-DILUTED> .10
<FN>
<F1> Amounts inapplicable or not disclosed as a separate line on the Statement
of Financial Position or Results of Operations are reported as 0 herein.
</FN>
</TABLE>
