- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM 10-Q
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)
26750 U.S. HIGHWAY 19 NORTH, SUITE 500, CLEARWATER, FLORIDA 33761
-----------------------------------------------------------------
(Address of principal executive offices and zip code)
727-797-7080
----------------------------------------------------
(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 May 6, 1999, there were 34,295,941 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 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............................12
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings...........................................17
ITEM 5. Other Information...........................................17
ITEM 6. Exhibits and Reports on Form 8-K............................17
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
IMRGLOBAL CORP.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
---------- ------------
(Unaudited) (Restated)
(Unaudited)
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents ................................................. $ 79,593 $ 94,659
Marketable securities ..................................................... 34,564 20,758
Accounts receivable, net of allowance ..................................... 33,815 33,350
Unbilled work in process .................................................. 7,703 5,586
Deferred taxes ............................................................ 11,027 14,051
Prepaid expenses and other current assets ................................. 4,056 4,461
--------- --------
Total current assets ................................................ 170,758 172,865
Property and equipment, net of accumulated depreciation ...................... 27,913 22,451
Capitalized software costs, net of accumulated amortization .................. 704 --
Deposits and other assets .................................................... 6,211 5,618
Intangible assets, net of accumulated amortization ........................... 43,062 36,845
--------- -------
Total assets ........................................................ $ 248,648 $ 237,779
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable .......................................................... $ 14,209 $ 8,066
Accrued compensation ...................................................... 16,903 11,076
Deferred revenue .......................................................... 3,275 5,393
Other current liabilities ................................................. 20,554 22,304
--------- ---------
Total current liabilities ........................................... 54,941 46,839
Long-term debt ............................................................... 1,899 2,292
Deferred tax liability ....................................................... 646 1,039
Accrued compensation ......................................................... 2,712 8,127
--------- ---------
Total liabilities ................................................... 60,198 58,297
--------- ---------
Shareholders' equity:
Preferred stock ........................................................... -- --
Common stock .............................................................. 3,436 3,413
Additional paid-in capital ................................................ 145,310 140,632
Retained earnings ......................................................... 41,902 36,496
Accumulated other comprehensive expense ................................... (2,198) (1,059)
--------- ----------
Total shareholders' equity .......................................... 188,450 179,482
--------- ---------
Total liabilities and shareholders' equity .......................... $ 248,648 $ 237,779
========= =========
</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,
----------------------------
1999 1998
------------ ------------
(Restated)
<S> <C> <C>
Revenue ..................................................... $ 56,155 $ 36,492
Cost of revenue ............................................. 28,859 19,944
-------- --------
Gross profit ....................................... 27,296 16,548
Selling, general and administrative expenses ................ 12,072 8,665
Research and development expenses ........................... 1,284 1,042
Goodwill and intangible amortization ........................ 821 290
Acquisition costs ........................................... 3,785 --
Acceleration of stock appreciation rights upon
acquisition ............................................. 1,804 --
-------- --------
Income from operations ............................. 7,530 6,551
Other income (expense):
Interest expense ................................... (70) (76)
Interest income and other .......................... 1,399 1,154
-------- --------
Total other income ................................. 1,329 1,078
-------- --------
Income before provisions for income taxes ................... 8,859 7,629
Provision for income taxes .................................. 3,453 2,276
-------- --------
Net income ......................................... $ 5,406 $ 5,353
======== ========
Earnings per share:
Basic .............................................. $ 0.16 $ 0.18
======== ========
Diluted ............................................ $ 0.13 $ 0.13
======== ========
Shares outstanding:
Basic .............................................. 34,301 30,253
======== ========
Diluted ............................................ 42,362 41,736
======== ========
</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,
----------------------------
1999 1998
------------- ------------
(Restated)
<S> <C> <C>
Cash flows from operating activities:
Net income ....................................................... $ 5,406 $ 5,353
Adjustment to reconcile net income to cash provided by (used in)
operating activities:
Depreciation and amortization ................................. 1,947 809
Deferred taxes ................................................ 2,630 (37)
Tax benefit of stock options .................................. 427 1,499
Other ......................................................... 9 47
Changes in operating assets and liabilities:
Accounts receivable and unbilled work-in-process ........... (1,902) (9,081)
Other current assets ....................................... 256 2,265
Deposits and other assets .................................. (537) (584)
Accounts payable and other liabilities ..................... 2,021 3,609
Accrued compensation ....................................... (402) (1,763)
Income tax ................................................. (121) 1,112
Deferred revenue ........................................... (2,117) 1,501
---------- ----------
Total adjustments .......................................... 2,211 (623)
---------- ----------
Net cash provided by operating activities .................. 7,617 4,730
---------- ----------
Cash flows from investing activities:
Acquisition of consolidated subsidiaries, net of cash acquired ... (47) 703
Investment in marketable securities, net ......................... (13,806) (1,190)
Additions to capitalized software costs .......................... (704) --
Additions to property and equipment .............................. (6,295) (3,562)
----------- ---------
Net cash used in investing activities ...................... (20,852) (4,049)
----------- ---------
Cash flows from financing activities:
Net repayments from revolving credit line ........................ (224) 225
Proceeds from long-term debt and notes ........................... -- 1,530
Payments on long-term debt, notes and capital leases ............. (1,491) (139)
Proceeds from issuance of common stock ........................... 759 138
----------- ---------
Net cash provided by (used in) financing activities ........ (956) 1,754
----------- ---------
Effect of exchange rate changes ..................................... (875) (26)
----------- ---------
Net increase (decrease) in cash and cash equivalents ................ (15,066) 2,409
Cash and cash equivalents at beginning of period .................... 94,659 87,350
----------- ----------
Cash and cash equivalents at end of period .......................... $ 79,593 $ 89,759
=========== ==========
</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. In March 1999, IMRglobal acquired all of the outstanding capital
stock of Fusion Systems Japan Co., Ltd. ("Fusion") 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 and Fusion.
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 10-K has not been restated to include the financial
position, results of operations and cash flows of Atechsys and Fusion.
2. 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
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):
Three Months Ended
March 31,
------------------------
1999 1998
---------- ----------
Weighted average
common stock outstanding......................... 34,301 30,253
Weighted average
common stock equivalents......................... 8,061 11,483
---------- ----------
Shares used in diluted earnings
per share calculation............................ 42,362 41,736
========== ==========
6
<PAGE>
IMRGLOBAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999
(UNAUDITED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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 (a) technological feasibility is established for the software and (b)
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.
3. SHAREHOLDERS' EQUITY
Changes in shareholders' equity for the three months ended March 31,
1999 are summarized as follows (in thousands):
<TABLE>
<CAPTION>
Accumulated
Comprehensive Other
Income Common Paid-in Retained Comprehensive
(Loss) Stock Capital Earnings Loss Total
--------- --------- --------- --------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1998 (Restated) $ -- $ 3,413 $ 140,632 $ 36,496 $ (1,059) $ 179,482
Common stock issued in
connection with acquisitions ..... -- 16 3,500 -- -- 3,516
Employee stock purchase plan ........ -- 1 245 -- -- 246
Stock options exercised ............. -- 6 506 -- -- 512
Tax benefit of
stock options exercised .......... -- -- 427 -- -- 427
Net income .......................... 5,406 -- -- 5,406 -- 5,406
Translation adjustment .............. (1,139) -- -- -- (1,139) (1,139)
---------
Comprehensive income ................ $ 4,267 -- -- -- -- --
========= --------- --------- --------- ------------ ----------
Balance, March 31, 1999............. $ 3,436 $ 145,310 $ 41,902 $ (2,198) $ 188,450
========= ========= ========= ============ ==========
</TABLE>
IMRglobal has adopted Statement of Financial Accounting Standards No.
130, "Reporting Comprehensive Income" ("SFAS 130"). SFAS 130 requires the
presentation of comprehensive income (loss) and its components. Comprehensive
income (loss) 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 loss account consists of cumulative foreign currency
translation adjustments. Comprehensive income for the three months ended March
31, 1998 was $5,288 which included $65 translation adjustment.
7
<PAGE>
IMRGLOBAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999
(UNAUDITED)
4. ACQUISITIONS
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 648,621 shares of
IMRglobal common stock. The Atechsys acquisition is accounted for as a pooling
of interest combination pursuant to the provisions of APB Opinion No. 16.
Current year and prior year financial statements have been restated to give
affect to the business combination. Costs of approximately $1.7 million related
to the acquisition have been charged to acquisition costs and included in the
statements of operations.
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 of IMRglobal's common stock and cash of approximately $548,000. In
addition, a contingent payment of up to 1,555,556 shares of common stock is
payable if certain specified financial goals are achieved during 1999. The
ECWerks acquisition is accounted for as a purchase pursuant to the provisions of
APB Opinion No. 16. The purchase price was allocated to the assets acquired and
liabilities assumed based on their estimated fair values. The excess of the
purchase price over the net assets acquired (goodwill) will be amortized over a
period not to exceed 20 years. The impact of the ECWerks acquisition is not
material to the proforma results of operations for the three months ended March
31, 1998.
FUSION SYSTEM 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 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 of IMRglobal
common stock. The Fusion acquisition is accounted for as a pooling of interest
combination pursuant to the provisions of APB Opinion No. 16. Current year and
prior year financial statements have been restated to give effect to the
business combination. Costs of approximately $2.1 million related to the
acquisition have been charged to acquisition costs and included in the
statements of operations.
During October 1996, Fusion initiated a Stock Appreciation Rights (SAR)
plan to the majority of its employees. The terms of this plan provided a
deferred benefit to employees based on the change in book value of Fusion. The
plan also provided the payment of an amount equal to approximately 3% of
Fusion's fair market value upon a merger or acquisition. Fair market value of
Fusion was based on the consideration received by Fusion's shareholders upon
consummation of the merger. In accordance with the SAR plan, IMRglobal's
acquisition of Fusion resulted in a one-time charge of approximately $1.8
million as a full and final settlement of this plan. This amount is included in
accrued compensation at March 31, 1999.
8
<PAGE>
IMRGLOBAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999
(UNAUDITED)
4. ACQUISITIONS (CONTINUED)
The above transactions, excluding ECWerks, have been accounted for as
pooling of interests and, accordingly, the consolidated statements for the
periods presented have been restated to include the accounts of Atechsys and
Fusion. Separate results of operations for the period prior to the mergers with
Atechsys and Fusion are outlined below (in thousands).
<TABLE>
<CAPTION>
Three Months Ended
March 31, 1998
------------------
<S> <C>
Revenue:
IMRglobal ........................................ $ 32,327
Atechsys ......................................... 2,253
Fusion ........................................... 1,912
--------
Combined .............................................. $ 36,492
========
Net income (loss):
IMRglobal ........................................ $ 5,498
Atechsys ......................................... 235
Fusion ........................................... (380)
--------
Combined .............................................. $ 5,353
========
Other changes in shareholders' equity:
IMRglobal ........................................ $ 1,534
Atechsys ......................................... 1,056
Fusion ........................................... 1,945
--------
Combined .............................................. $ 4,535
========
</TABLE>
9
<PAGE>
IMRGLOBAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999
(UNAUDITED)
5. SEGMENT INFORMATION (IN THOUSANDS):
<TABLE>
<CAPTION>
Three Months Ended
------------------------------
March 31, 1999 March 31, 1998
-------------- --------------
<S> <C> <C>
Revenue by service offering:
Transitional outsourcing ............................... $ 36,981 $ 15,896
Year 2000 .............................................. 15,675 17,821
Professional services .................................. 3,499 2,775
-------- --------
Total revenue .................................... $ 56,155 $ 36,492
======== ========
Income from operations:
Sales organizations .................................... $ 13,411 $ 5,626
Software Development Centers ........................... 1,813 2,257
-------- --------
Income from operations -
sales and delivery centers .................... 15,224 7,883
Research and development ............................... (1,284) (1,042)
Goodwill amortization .................................. (821) (290)
Acquisition costs and acceleration of
stock appreciation rights upon acquisition .......... (5,589) --
-------- --------
Income from operations ........................... $ 7,530 $ 6,551
======== ========
</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.
10
<PAGE>
IMRGLOBAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999
(UNAUDITED)
6. CONTINGENCY
During May 1998, IMRglobal acquired 100% of Lyon Consultants S.A.
("Lyon") for approximately $16.0 million in cash and 499,353 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.
On May 10, 1999 the average price of IMRglobal's shares for the seven trading
days prior to May 10, 1999 was $18.188 per share. If the listed price remains at
$18.188 per share at May 15, 1999, IMRglobal will owe approximately $4.5 million
to the former shareholders of Lyon.
7. SUBSEQUENT EVENT
On April 28, 1999, IMRglobal acquired 100% of the outstanding stock of
Professional Partners, Inc. and Lakewood Software Technology Center, Inc.
(collectively referred to as 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
acquisition will be accounted for as a purchase pursuant to the provisions of
APB Opinion No. 16. The purchase price will be allocated to the assets acquired
and the liabilities assumed based on their estimated fair values. Any excess of
the purchase price over the net assets acquired (goodwill) will be amortized
over a period not to exceed 20 years.
11
<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 $56.2 million representing a 53.9% increase over revenue of $36.5 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
$37.0 million or 132.6% for the quarter ended March 31, 1999, compared to $15.9
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 27.9% for the three months ended March 31, 1999 as compared to
48.8% 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 $28.9 million, or 51.4% of
revenue, for the three months ended March 31, 1999, as compared to $19.9
million, or 54.7% 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 and capital market 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 65.0% to $27.3 million in the
first quarter of 1999 compared to $16.5 million in the prior comparable period.
As a percentage of revenue, gross profit increased to 48.6% in the first quarter
of 1999 compared to 45.3% in the first quarter of 1998.
12
<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 $12.1 million, compared to $8.7 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 decreased to 21.5% from 23.7% for the same period in 1998.
This decrease as a percentage of revenue occurred due to the rapid increase in
revenue over the last twelve months compared to a lesser rate of increase in
SG&A during the same period. 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 human
resources personnel). IMRglobal intends to continue to expand its SG&A
infrastructure in order to position IMRglobal for continued revenue growth.
Management does not expect revenue to continue growing at a faster rate than
SG&A in the near term.
RESEARCH AND DEVELOPMENT EXPENSES. Research and development (R&D)
expenses increased to approximately $1.3 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 2.3% 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.
ACQUISITION COSTS AND ACCELERATION OF STOCK APPRECIATION RIGHTS UPON
ACQUISITION. During the three months ended March 31, 1999, IMRglobal completed
two acquisitions which were accounted for as pooling of interests. Acquisition
expenses attributable to these mergers were approximately $3.8 million. In
addition, the acquisition of Fusion accelerated the settlement of Fusion's SAR
plan (See Note 4 of the Notes to Consolidated Financial Statements). The
resultant one-time charge of approximately $1.8 million was made in accordance
with the SAR plan document as full and final settlement of this plan.
There were no acquisitions during the three months ended March 31,
1998.
13
<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 $7.5 million compared to $6.6 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 13.4% from 18.0% 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 $5.6 million for acquisition costs and acceleration of stock
appreciation rights related to the Atechsys and Fusion acquisitions. Excluding
these one-time charges income from operations was $13.1 million compared to $6.6
million in the comparable period in 1998. Excluding these one-time charges, as a
percentage of revenue, income from operations for the three months ended March
31, 1999 increased to 23.4% from 18.0% in the comparable period in 1998. The
current increase excluding one-time charges is primarily a result of increased
efficiencies relative to IMRglobal's fixed costs. Due to increased
infrastructure investments management does not expect income from operations
excluding one-time charges as a percentage of revenue to increase significantly
from current levels in the near term.
OTHER INCOME (EXPENSE). IMRglobal realized net other income of
approximately $1.3 million in the first quarter of 1999 compared to net other
income of approximately $1.1 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 $3.5 million for the three months ended March 31, 1999 from
approximately $2.3 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 and stock appreciation rights. This represents an
effective tax rate of 35.9% and 29.8% for the three month periods ended March
31, 1999 and March 31, 1998, 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 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 remained unchanged at $5.4 million for the three
months ended March 31, 1999 compared to $5.4 million of net income for the
comparable 1998 period. This trend was the result of the net after tax affect of
approximately $3.9 million of one-time acquisition costs and acceleration of
stock appreciation rights 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 $9.3 million compared to net income
of approximately $5.4 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 increased to 16.5% from 14.7% in the comparable period in
1998.
EARNINGS PER SHARE. Earnings per share was $0.13 per share for the
three months ended March 31, 1999 and 1998. Excluding one-time charges, earnings
per share was $0.22 for the three months ended March 31, 1999 as compared to
$0.13 for the three months ended March 31, 1998.
14
<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 $115.8 million;
a current ratio of 3.1 to 1.0; liquid assets (cash, cash equivalents and
marketable securities) of $114.2 million; and available bank lines of credit of
approximately $11.0 million. Additionally, cash provided by operations was
approximately $7.6 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 $15.0 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 (See Note 7 of Notes to Consolidated Financial
Statements). In addition, IMRglobal has a contingent liability of approximately
$4.5 million to the former shareholders of Lyon Consultants, S.A. (See Note 6 of
Notes to Consolidated Financial Statements). IMRglobal has no other material
financial commitments. 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 is in the process of
assessing the impact the 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
expected to replace 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. To
date, 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 costs 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.
15
<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. IMRglobal's current insurance
coverage expires on July 16, 1999. IMRglobal is currently negotiating with
certain insurance carriers to renew general liability coverage, including
coverage of Year 2000 services offered after July 16, 1999. 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.
16
<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.
17
<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 MAY 14, 1999 /s/ SATISH K. SANAN
-------------------- ---------------------------------------------
Satish K. Sanan
Chief Executive Officer
Date MAY 14, 1999 /s/ ROBERT M. MOLSICK
-------------------- ---------------------------------------------
Robert M. Molsick
Chief Financial Officer
18
<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> 79,593
<SECURITIES> 34,564
<RECEIVABLES> 34,110
<ALLOWANCES> 295
<INVENTORY> 0
<CURRENT-ASSETS> 170,758
<PP&E> 36,253
<DEPRECIATION> 8,340
<TOTAL-ASSETS> 248,648
<CURRENT-LIABILITIES> 59,941
<BONDS> 1,899
0
0
<COMMON> 3,436
<OTHER-SE> 185,014
<TOTAL-LIABILITY-AND-EQUITY> 248,648
<SALES> 0
<TOTAL-REVENUES> 56,155
<CGS> 0
<TOTAL-COSTS> 28,859
<OTHER-EXPENSES> 19,759
<LOSS-PROVISION> 7
<INTEREST-EXPENSE> 70
<INCOME-PRETAX> 8,859
<INCOME-TAX> 3,453
<INCOME-CONTINUING> 5,406
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,406
<EPS-PRIMARY> 0.16
<EPS-DILUTED> 0.13
<FN>
Amounts inapplicable or not disclosed as a separate line on the Statement of
Financial Position or Restults of Operations are reported as 9 herein.
</FN>
</TABLE>
