<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended March 31, 2000
or
[_] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File Number 000-21755
iGATE CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 25-1802235
------------ ----------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1004 McKee Road
Oakdale, Pennsylvania 15071
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (412) 787-2100
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[_]
The number of shares of the registrant's Common Stock, par value $0.01 per
share, outstanding as of April 20, 2000 was 49,469,167.
<PAGE>
iGATE CAPITAL CORPORATION
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2000
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I. FINANCIAL INFORMATION 2
ITEM 1. CONSOLIDATED CONDENSED FINANCIAL STATEMENTS:
(a) UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF INCOME FOR EACH OF THE
THREE MONTH PERIODS ENDED MARCH 31, 2000 AND MARCH 31, 1999 2
(b) CONSOLIDATED CONDENSED BALANCE SHEETS AS OF MARCH 31, 2000 (UNAUDITED)
AND DECEMBER 31, 1999 3
(c) UNAUDITED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY AS OF MARCH 31,
2000 4
(d) UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS FOR THE THREE
MONTH PERIODS ENDED MARCH 31, 2000 AND MARCH 31, 1999 5
(e) NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS 6
(f) REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 19
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS 10
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK 15
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 15
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 15
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 16
SIGNATURES 17
</TABLE>
<PAGE>
PART 1. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(a) iGate Capital Corporation
Consolidated Condensed Statements of Income
(dollars in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
Three months ended March 31,
2000 1999
-----------------------------------
<S> <C> <C>
Revenues $85,551 $58,984
Cost of revenues 56,020 32,730
---------------------------------
Gross profit 29,531 26,254
Selling, general and administrative 31,758 18,666
---------------------------------
(Loss)/income from operations (2,227) 7,588
Equity in losses of affiliated companies 2,072 -
Other expense/(income) 60 (751)
Minority interest (31) -
Merger-related expenses - 1,727
---------------------------------
(Loss)/income before income taxes (4,328) 6,612
Income tax (benefit)/provision (1,731) 2,438
---------------------------------
(Loss)/income form continuing operations (2,597) 4,174
(Loss)/income from discontinued operations, net of income taxes (1,421) 5,930
---------------------------------
Net (loss)/income $(4,018) $10,104
=================================
Net (loss)/income per common share, basic:
From continuing operations $(0.05) $ 0.08
From discontinued operations (0.03) 0.12
---------------------------------
Total $(0.08) $ 0.20
=================================
Net (loss)/income per common share, diluted:
From continuing operations $(0.05) $ 0.08
From discontinued operations (0.03) 0.12
---------------------------------
Total $(0.08) $ 0.20
=================================
</TABLE>
The accompanying notes are an integral part of the consolidated condensed
financial statements.
2
<PAGE>
(c) iGate Capital Corporation
Consolidated Condensed Balance Sheets
(dollars in thousands)
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
(unaudited) (audited)
-----------------------------------
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents (cost approximates market) $ 27,103 $ 23,575
Investments in marketable securities 67,904 74,846
Accounts Receivable, net 76,063 67,626
Prepaid and other assets 20,527 11,197
Deferred income taxes 2,136 1,676
Net current assets of discontinued operations 14,624 21,752
-----------------------------------
Total current assets 208,357 200,672
Equipment and leasehold improvements, net 19,731 17,911
Intangible assets, net 42,065 35,920
Investments in unconsolidated affiliates 33,312 790
Net noncurrent assets of discontinued operations 8,046 8,619
-----------------------------------
Total assets $311,511 $263,912
===================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Revolving credit facility $ 33,500 $ -
Accounts payable 6,489 8,177
Accrued payroll and related costs 24,912 25,373
Other accrued liabilities 7,573 8,243
-----------------------------------
Total current liabilities 72,474 41,793
Long-term debt 30,000 30,000
Other long-term liabilities 1,479 982
Minority interest 528 -
Deferred income taxes 7,883 6,975
-----------------------------------
Total liabilities 112,364 79,750
Shareholders' equity
Preferred stock, without par value - -
Common stock, par value $0.01 per share 511 505
Additional paid-in capital 133,320 115,722
Retained earnings 79,289 83,307
Common stock in treasury, at cost (14,095) (14,095)
Accumulated other comprehensive income 122 (1,277)
-----------------------------------
Total shareholders' equity 199,147 184,162
-----------------------------------
Total liabilities and shareholders' equity $311,511 $263,912
===================================
</TABLE>
The accompanying notes are an integral part of the consolidated condensed
financial statements.
3
<PAGE>
(d) iGate Capital Corporation
Consolidated Condensed Statements of Shareholders' Equity
(dollars in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
Common Stock Series A preferred Additional Paid- Retained Accumulated Other
in Treasury Comprehensive
- ------------------------------------------------------------------------------------------------------------------------------
Par Par
Shares Value Shares Value Capital Earnings Shares Income
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, December 31,
1999 50,506,141 $505 1 $- $115,722 $83,307 $(14,095) $(1,277)
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
Exercise of stock options,
net of tax benefit 641,844 6 17,598
- ------------------------------------------------------------------------------------------------------------------------------
Comprehensive income:
- ------------------------------------------------------------------------------------------------------------------------------
Net unrealized gain on
investments, net of tax $ 1,465
- ------------------------------------------------------------------------------------------------------------------------------
Currency translation
adjustment (66)
- ------------------------------------------------------------------------------------------------------------------------------
Net (loss) (4,018)
- ------------------------------------------------------------------------------------------------------------------------------
Balance March 31, 2000 51,147,985 511 1 $- $133,320 $79,289 $(14,095) $ 122
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
- ----------------------------------------------------------------
Total
Shareholders' Comprehensive
- ----------------------------------------------------------------
Equity Income
- ----------------------------------------------------------------
<S> <C> <C>
Balance, December 31,
1999 $184,162
- ----------------------------------------------------------------
- ----------------------------------------------------------------
Exercise of stock options,
net of tax benefit 17,604
- ----------------------------------------------------------------
Comprehensive income:
- ----------------------------------------------------------------
Net unrealized gain on
investments, net of tax 1,465 1,465
- ----------------------------------------------------------------
Currency translation
adjustment (66) (66)
- ----------------------------------------------------------------
Net (loss) (4,018) (4,018)
- ----------------------------------------------------------------
$(2,619)
- ----------------------------------------------------------------
Balance March 31, 2000 $199,147
- ----------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these consolidated condensed
financial statements.
4
<PAGE>
(e) iGate Capital Corporation
Consolidated Condensed Statements of Cash Flows
(dollars in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
Three months ended March 31,
2000 1999
---------------------------------
<S> <C> <C>
Net cash flows (used in)/provided by continuing operations $ (13,156) $ 5,229
Net cash flows (used in)/provided by discontinued operations (2,119) (3,622)
---------------------------------
(6,875) 1,607
Cash flows used in investing activities:
Acquisitions, net of cash acquired (6,968) (9,055)
Investments in unconsolidated affiliates (34,594) -
Additions to equipment and leasehold improvements (2,852) (2,270)
Sales of marketable securities 8,407
---------------------------------
Net cash flows used in investing activities (36,007) (11,325)
Cash flows provided by financing activities:
Net borrowings on revolving line of credit 33,500 -
Proceeds from exercise of stock options 12,810 1,944
Other 100 136
---------------------------------
Net cash provided by financing activities 46,410 2,080
Increase/(decrease) in cash and cash equivalents 3,528 (7,638)
Cash and cash equivalents, beginning of period 23,575 35,493
---------------------------------
Cash and cash equivalents, end of period $ 27,103 $ 27,855
=================================
</TABLE>
The accompanying notes are an integral part of these consolidated condensed
financial statements.
5
<PAGE>
(f) NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The unaudited consolidated condensed financial statements included herein have
been prepared by iGate Capital Corporation (the "Company") in accordance with
generally accepted accounting principles for interim financial information and
Article 10 of Regulation S-X under the Securities Exchange Act of 1934, as
amended. The consolidated condensed financial statements as of and for the three
months ended March 31, 2000 should be read in conjunction with the Company's
consolidated financial statements (and notes thereto) included in the Company's
Annual Report filed on Form 10-K for the year ended December 31, 1999, as
amended (the "1999 Form 10-K"). Accordingly, the accompanying consolidated
condensed financial statements do not include all of the information and notes
required by generally accepted accounting principles for complete financial
statements. In the opinion of the Company's management, all adjustments
considered necessary for a fair presentation of the accompanying consolidated
condensed financial statements have been included, and all adjustments unless
otherwise discussed in the notes to the consolidated condensed financial
statements are of a normal and recurring nature. The information contained
herein is not a comprehensive management overview and analysis of the financial
condition and results of operations of the Company, but rather updates
disclosures made in the 1999 Form 10-K. All significant intercompany accounts
and transactions have been eliminated in consolidation. Operating results for
the three months ended March 31, 2000 are not necessarily indicative of the
results that may be expected for the year ending December 31, 2000.
The use of generally accepted accounting principles requires management to make
estimates and assumptions that affect reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amount of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
2. INVESTMENTS
The Company accounts for its investments in marketable securities in accordance
with Statement of Financial Accounting Standards No. 115, "Accounting for
Certain Investments in Debt and Equity Securities." The Company has determined
that certain of its investments in marketable securities are to be classified as
available-for-sale and recorded at fair value. These investments are carried at
market value, with the unrealized gains or losses, net of tax, reported as a
component of comprehensive income in the statement of shareholders' equity.
Realized gains or losses on securities sold are based upon the specific
identification method.
If the Company acquires between 20% - 50% of another company's equity, the
investment is accounted for under equity accounting rules prescribed by
Accounting Principles Board Opinion No. 18, "The equity method of accounting for
investments in common stock." If the Company acquires less than a 20% interest,
the investment is either carried at cost or, if publicly traded, as available
for sale securities. The Company's proportionate share of investment income or
loss in affiliates accounted for under the equity method is recorded as part of
other income.
6
<PAGE>
There were neither dividends declared nor transactions between affiliates for
either of the three-month periods ended March 31, 2000 and March 31, 1999.
3. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per
share:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
Three Months Ended March 31
- -----------------------------------------------------------------------------------------------------------------------------
2000 1999
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Basic earnings per share:
- -----------------------------------------------------------------------------------------------------------------------------
Loss/(income) from continuing operations $ (2,597) $ 4,174
- -----------------------------------------------------------------------------------------------------------------------------
(Loss)/income from discontinued operations (1,421) 5,930
- -----------------------------------------------------------------------------------------------------------------------------
Net (loss)/income $ (4,018) $ 10,104
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
Divided by:
- -----------------------------------------------------------------------------------------------------------------------------
Weighted average shares outstanding 49,950,000 50,314,000
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
(Loss)/earnings per share - Basic:
- -----------------------------------------------------------------------------------------------------------------------------
(Loss)/income per share from continuing
operations $ (0.05) $ 0.08
- -----------------------------------------------------------------------------------------------------------------------------
(Loss)/income per share from discontinued
operations (0.03) 0.12
- -----------------------------------------------------------------------------------------------------------------------------
Total earnings per share-Basic $ (0.08) $ 0.20
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
Diluted earnings per share:
- -----------------------------------------------------------------------------------------------------------------------------
Income from continuing operations $ (2,597) $ 4,174
- -----------------------------------------------------------------------------------------------------------------------------
Income from discontinued operations (1,421) 5,930
- -----------------------------------------------------------------------------------------------------------------------------
Net income $ (4,018) $ 10,104
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
Divided by:
- -----------------------------------------------------------------------------------------------------------------------------
Weighted average shares outstanding - 50,314,000
- -----------------------------------------------------------------------------------------------------------------------------
Dilutive effect of common stock
equivalents - 736,000
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
7
<PAGE>
<TABLE>
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Diluted average common shares 51,050,000
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
Diluted earnings per share:
- -----------------------------------------------------------------------------------------------------------------------------
From continuing operations $ (0.05) $ 0.08
- -----------------------------------------------------------------------------------------------------------------------------
From discontinued operations (0.03) 0.12
- -----------------------------------------------------------------------------------------------------------------------------
Total diluted earnings per share $ (0.08) $ 0.20
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
Options for 1,528,000 shares and 1,387,000 shares related to the Company's debt
under a convertible promissory note have not been included in the diluted
calculation of earnings per share as their effect would be antidilutive.
4. BUSINESS COMBINATIONS
Purchases
- ---------
The following is a discussion of the Company's acquisitions in 2000 accounted
for as purchases. Operating results for each of the respective acquisitions have
been included in the Company's operations since the date of acquisition. Pro
forma disclosures regarding these purchase acquisitions have not been provided
because they are not material on either an individual or an aggregate basis.
On March 2, 2000, the Company acquired 75% of the outstanding common stock
of IRG, Inc. ("IRG") for $4,687,500. The amount of the purchase price allocated
to goodwill and purchased intangible assets is being amortized over a five year
life. If certain performance targets are satisfied, the selling shareholders of
IRG will be entitled to receive future payments over the next three years that
in the aggregate will not exceed $3.6 million.
On January 24, 2000, the Company acquired 89% of the outstanding common stock of
Ex-tra-net Applications Inc., for $5,020,000. The amount of the purchase price
allocated to goodwill and purchased intangible assets is being amortized over a
five year life.
Future payments for certain previous acquisitions may be made based upon agreed
upon calculations for the years ending 1999 and 2000. The aggregate amount of
the payments related to the purchase agreements will not exceed $2.9 million. A
payment of approximately $1.4 million was made during the first quarter of 2000
related to these agreements.
8
<PAGE>
Pooling of Interests
- --------------------
On January 4, 1999 the Company acquired all the issued and outstanding stock of
The Amber Group ("Amber") in exchange for 1,095,001 of the Company's common
stock. In connection with the merger, the Company incurred approximately $1.7
million of merger-related costs which were expensed in the first quarter of
1999. These expenses consisted primarily of severance payments, office closures
and related professional fees. The Company assessed its workforce as part of the
acquisition of Amber and concluded that the additional layer of management that
would have been formed was not consistent with the Company's long-range business
plan.
5. SEGMENT INFORMATION
In accordance with Statement of Financial Accounting Standards No. 131,
"Disclosures about Segments of an Enterprise and Related Information" ("SFAS
131"), the Company has two reportable operating segments, the Solutions segment
and the Staffing segment, which have been defined by management based primarily
on the scope of services offered by each segment. During April 2000, the
Company's board of directors approved and implemented a plan to sell its
Staffing business; therefore, the Staffing segment is being treated as a
discontinued operation for financial reporting purposes.
The Solutions division develops, manages and staffs information technology
("IT") and electronic commerce services ("eServices") projects for its
customers. The Solutions division employs highly trained and skilled IT
professionals trained in enterprise resource planning ("ERP") implementation,
network services, eServices consulting, data mining and warehousing, with
additional focuses on web design and integration with vendors and customers. The
majority of Solutions projects are coordinated by project managers who work
directly with end user clients to develop IT and eServices projects to meet
client needs. The Solutions division benefits from affiliations with a number of
software companies, ranging from ERP to supply-chain and customer-interaction
vendors, and from the Company's subsidiary Mascot Systems Ltd.'s ("Mascot Ltd.")
offshore software development centers, which are connected via secure, high
speed satellite links to the Company's headquarters and directly to the client
sites.
The Staffing division provides the services of IT professionals to assist in the
completion of client-managed projects. All professionals within the Staffing
division take direction by the clients for the duration of each project, and do
not undertake to manage projects. The Staffing division focuses on developing
national and global relationships with major system integrators and assists
these integrators in meeting their customers' needs by providing technical
expertise and complementary capabilities.
The accounting policies of the segments are the same as those described in the
summary of significant accounting policies. The Company evaluates segment
performance based upon profit or loss from operations. The Company does not
allocate income taxes, other income or expense and non-recurring charges to
segments.
6. DISCONTINUED OPERATIONS
In April of 2000 the Company's board of directors approved a plan to divest
the Company of the Staffing business segment. Accordingly, the Staffing business
segment is being reported as a discontinued operation in the consolidated
statement of income.
The Staffing business segment operates in the United States, Canada and
Australia. Primary assets consist of a staff of more than 1,200 IT
professionals, existing client relationships and support infrastructure.
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis should be read in conjunction with Part
II, Item 7 of the registrant's Annual Report filed on Form 10-K for the year
ended December 31, 1999, as amended. The information contained herein is not a
comprehensive management overview and analysis of the financial condition and
results of operations of the Company, but rather updates disclosures made in the
aforementioned filing. The following discussion should also be read in
conjunction with the consolidated condensed financial statements and notes
thereto appearing elsewhere in this report. As used herein, "iGate Capital" or
the "Company" shall mean iGate Capital Corporation and each of its consolidated
subsidiaries.
This Quarterly Report on Form 10-Q ("Form 10-Q") contains statements that are
not historical facts and that constitute "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. These
statements can be identified by the use of words such as "believes," "expects,"
"may," "will," "should," "intends," "continue," "anticipates," or by similar
expressions, and can also be found in discussions of our strategy and our plans.
You should not place undue reliance on these forward-looking statements. These
statements involve important risks and uncertainties that could cause our actual
results to differ materially from those expressed or implied in any forward-
looking statements. We assume no obligation to update these forward-looking
statements as circumstances change. While we cannot predict all of these risks
and uncertainties, important risk factors that could cause actual results to
differ materially from our current beliefs and expectations are discussed below
under the heading "Risk Factors" and in other documents we file with the
Securities and Exchange Commission.
10
<PAGE>
OVERVIEW
iGate Capital Corporation, formerly named Mastech Corporation, was incorporated
in the Commonwealth of Pennsylvania on November 12, 1996 and, through operating
subsidiaries, is a worldwide provider of IT services and eServices to
large and medium-sized organizations.
We provide our clients with a single source for a broad range of IT applications
solutions and eServices, including: client/server design and development,
conversion/migration services, ERP package implementation services, electronic
business systems and applications maintenance outsourcing. These services are
provided in a variety of computing environments and use leading technologies,
including client/server architecture, object oriented programming languages and
tools, distributed database management systems and the latest networking and
communications technologies.
From inception and through early March 2000, we conducted the majority of our
business through our wholly-owned subsidiary Mastech Systems Corporation
("Mastech Systems"). In March 2000, we announced an internal reorganization in
which we changed our name to iGate Capital Corporation and we transferred
substantially all of the assets of Mastech Systems to subsidiary
operating companies. We believe that this reorganization will enhance our
ability to identify and penetrate emerging IT and eServices markets quickly and
effectively. The reorganization represents an initial step in our strategy to
significantly expand our portfolio of services through (i) internal creation of
new service offerings, (ii) the development of our existing service offerings
and (iii) acquisition of, and strategic investment in, new eServices businesses.
In the fourth quarter of 1999, we began to manage our business and strategic
objectives in new ways. Our new approach, which was the impetus for the internal
reorganization described above, led us to revise our reportable operating
segments. We segmented our business into two distinct segments. Our segments
were "Staffing" and "Solutions." During April 2000, we decided to divest the
"Staffing" segment. For reporting purposes, the Staffing segment of our business
will be treated as a discontinued operation for the periods presented, and going
forward we will no longer have a segmented approach to managing our business.
Our majority owned subsidiary operating companies as of March 31, 2000 included
Emplifi, Inc. ("Emplifi"), a web based integrator; Mascot Ltd., a provider of
offshore web-focused services; ENS, Inc. ("ENS") specializing in network
consulting; RedBrigade, Inc., formerly named iGate Europe, Inc. ("RedBrigade"),
a web integrator for the European marketplace; Chen and McGinley, Inc. ("CMI"),
a provider of application solutions; eJIVA, Inc. ("eJiva"), a provider of
customer care and Internet trading solutions; Ex-tra-net, Inc. ("Ex-tra-net"), a
provider of e-Vendor management services; and Innovative Resource Group, Inc.
("IRG"), specializing in business intelligence management. In April 2000 ENS
merged with and into Planning Technologies, Inc., an entity in which we now hold
a 50% ownership interest.
Emplifi, eJiva, ENS, CMT and RedBrigade earn a substantial portion of their
revenues on a time-and-materials basis as services are performed. Mascot Ltd.
earns revenue on a time-and- materials basis and on a percentage-of-completion
basis, based upon a fixed price. Ex-tra-Net recognizes revenues upon
implementation and client acceptance of an application and through monthly
service fees, in accordance with SOP 97-2 Software Revenue Recognition. IRG
recognizes revenues based upon services provided as dictated in client
contracts. The financial results of these companies are included as part of our
consolidated operations for the quarter ended March 31, 2000.
We have also purchased equity in eServices companies. These investments
reflect ownership proceedings from 25% to 50% and in each case we have
representation on the board of directors. Currently we have such investments in
three entities: Symphoni, a provider of web based media and marketing services,
iProcess, a provider of web based business process outsourcing; and Air2Web, a
wireless applications service provider. These investments are accounted for
under the equity method of accounting, and our income or loss is reported in the
Other Income section of the consolidated income statement.
In February 2000, we formed iGate Ventures I, L.P., a venture fund (the "Fund"),
which invests in eServices companies and other companies that can leverage the
resources of other iGate Capital companies. iGate Capital funds 100% of the
costs of operating the Fund and 100% of the costs of each of the Fund's
investments. We are entitled to a preferred return on our investments in the
Fund plus 80% of the net capital gains of the Fund. Currently, the Fund has
strategic investments in VCampus, a web based education provider; Brainbench, a
provider of web based professional certification; and Versata, an eBusiness
software provider.
11
<PAGE>
The Fund accounts for its investment in Versata as an available for sale
security in accordance with Statement of Financial Accounting Standards No. 115,
"Accounting for Certain Investments in Debt and Equity Securities." This
investment is carried at market value, with the unrealized gains or losses, net
of tax, reported as a component of comprehensive income in the statement of
shareholders' equity. The Fund recognizes its proportionate share of income or
loss in its VCampus investment under the equity method of accounting as other
income on the consolidated income statement. All other investments are accounted
for at cost.
Three Months Ended March 31, 2000 Compared to Three Months Ended March 31, 1999
The following discussion compares the quarters ended March 31, 2000 and March
31, 1999, in each case without our Staffing segment which has been treated as
discontinued during this quarter.
Revenues. Our revenues increased 45% or $26.6 million to $85.5 million in the
first quarter of 2000 from $58.9 million in the first quarter of 1999. This
increase in revenues was primarily due to increases in our overall customer
base, and the expansion of the types of services we provided to our existing
customers
Gross Profit. Our cost of revenues consists primarily of salaries and employee
benefits for our billable IT professionals as well as related travel and
relocation costs incurred by these professionals. Our gross profit in the first
quarter of 2000 was $29.5 million or 35%, which was a 12% increase from $26.3
million or 45% in the first quarter of 1999. The major factors contributing to
the decrease in gross profit margins were increasing benefits cost and the
increased usage of contract labor.
Selling, General and Administrative Expenses. Selling, general and
administrative ("SG&A") expenses consist of costs associated with our sales and
marketing efforts, executive management, finance and human resource functions,
facilities and telecommunications costs, depreciation and amortization, as well
as other general overhead expenses. Our SG&A expenses increased 70%, or $13.1
million, to $31.8 million in the first quarter of 2000 from $18.7 million in the
first quarter of 1999. This increase is a result of our aggressive recruiting
and hiring of new managing directors, other executives and administrative
personnel in order to manage and staff our new subsidiary operating companies.
Equity in Losses of Affiliated Companies. Equity in losses of affiliates of $2.1
million consists of losses in our joint ventures such as Symphoni and iProcess,
and in our equity investments, such as Air2Web and VCampus. In the first
quarter of 1999, we did not have any joint ventures or equity investments. The
majority of our joint ventures and equity investments involve entities in the
early stages of development, and we expect to incur losses in these companies
until they are able to move beyond their respective start-up phases. We expect
this income statement line item and income classification to become more
significant and at times volatile, as we continue to invest in, and participate
in joint ventures involving, eServices companies.
Other Expense/(Income), net. Other expense for the first quarter of 2000
increased due to aggregate interest expense incurred on a promissory note and a
line of credit in excess of earnings on our tax-exempt municipal bond portfolio.
Merger-Related Expenses. We had no merger related expenses in the first
quarter of 2000 compared with the $1.7 million of merger-related expenses in the
first quarter of 1999 related to our acquisition of The Amber Group.
Income Taxes/(Benefit). Our income tax benefit was $1.7 million, at an
effective rate of 40% for the first quarter ended March 31, 2000 as compared to
tax expense of $2.4 million at an effective rate of 36.9% for the quarter ended
March 31, 1999. Our effective rate increased in the first quarter of 2000
primarily due to nondeductible goodwill amortization charges that were incurred
in connection with our acquisitions described elsewhere in this Form 10-Q.
(Loss)/Income from Discontinued Operations. Our losses in the first quarter of
2000 consist of Staffing costs in excess of Staffing revenues, net of an income
tax benefit at an effective rate of 40%. Staffing revenues exceeded Staffing
costs during the quarter ended March 31, 1999 as a consequence of the higher
demand for Staffing services in 1999, and we realized net income of $5.9 million
in the first quarter of 1999 for the Staffing segment. The costs associated
with the now discontinued Staffing operations were $2.4 for the first quarter of
2000.
Net (loss)/Income. We incurred a net loss from continuing operations of $2.6
million as compared to net income from continuing operations of $4.2 million at
March 31, 1999, which caused us to use cash of $13.1 million in cash for
continuing operations for the current period, as compared to generating $5.2
million in the quarter ended March 31, 1999. The most significant reason for the
net loss from continuing operations for the first quarter of 2000 was related to
the internal reorganization that was announced in March 2000.
12
<PAGE>
Liquidity and Capital Resources
Our working capital position decreased $23 million from December 31, 1999 to
March 31, 2000. Some of the more significant items that comprised this reduction
were acquisitions, increases in accounts receivable as our days sales
outstanding remained consistent (from 81 at December 31, 1999 to 80 at March 31,
2000), increases in prepaid expenses resulting primarily from income tax
benefits attributed to stock option exercises by employees, and an increase in
deferred income tax assets.
At March 31, 2000, we had cash and short-term investments of $27.1 million and
$67.9 million, respectively, as compared to cash and short-term investments of
$23.6 million and $74.8 million, respectively, at December 31, 1999. Short-
term investments in both periods consisted mainly of tax-exempt bonds.
During the three months ended March 31, 2000, we used $41.5 million for
acquisitions as compared to $9.1 million in the prior-year period. Through our
venture fund we made strategic investments in VCampus, Brainbench, and Versata.
We also provided working capital funding to our two start-up joint ventures
Symphoni and iProcess, and we purchased a 25% equity interest in Air2Web. In
addition, our operating company purchased majority ownership interests in
Ex-tra-net and IRG.
Capital expenditures for the three-month periods ended March 31, 2000 and March
31, 1999 were $2.9 million and $2.3 million, respectively. The capital
expenditures for each of the quarters consisted primarily of computers and
related equipment necessary to sustain internal growth. We also had net
maturities of investments of $8.4 million and $0.2 million, at March 31,2000 and
March 31,1999, respectively. When our tax-exempt securities matured, the
proceeds were immediately invested in a similar investment in each of the
quarters.
Our financing activities for the quarter ended March 31, 2000, provided us with
cash in the amount of $46.4 million, as compared to $2.1 million in the prior-
year period. We drew $33.5 million on our $75 million revolving credit facility
with PNC Bank, N.A. (the "PNC Credit Facility"), and we generated cash in the
amount of $12.8 million as a result of the exercises of employee stock options.
As of March 31, 1999, we generated cash in the amount of $1.9 million as a
result of the exercises of employee stock options and we had no borrowings under
our PNC Credit Facility. We borrowed $33.5 million during the first quarter of
2000 for the primary purpose of funding acquisitions.
On July 22, 1999, we completed a private placement of a $30,000,000 Convertible
Promissory Note (the "GE Note") to GE Capital Equity Investments, Inc.
("GE Capital"). The entire principal amount of the GE Note will mature on July
22, 2004, and the first interest payment was paid on January 31, 2000. The GE
Note is convertible at any time after July 22, 2002 through its maturity, at the
option of the holder, into shares of iGate Common Stock; provided, however, that
the portion of the GE Note that may be converted into iGate Common Stock may be
limited if the revenues we generate by performing services for GE Capital
and certain of its affiliates fall below certain targets.
Going forward, we may be obligated to pay cash earnouts related to certain prior
acquisitions. These earnout arrangements were agreed upon at the time we
acquired our interests in these entities and will be paid if these companies
meet certain performance benchmarks. If all performance benchmarks are met, we
will pay cash earnouts of approximately $11 million over the twelve-month period
ending March 31, 2001.
13
<PAGE>
We do not believe that inflation had a significant impact on our results of
operations for the periods presented. On an ongoing basis, we attempt to
minimize any effects of inflation on our operating results by controlling
operating costs and, whenever possible, seeking to insure that billing rates
reflect increases in costs due to inflation.
Consistent with our plans to take advantage of early-stage opportunities in
emerging eServices markets, we recognize the need to have cash readily available
for strategic investments and acquisitions and to fund our joint ventures during
their start-up phases. We believe we will be able to meet our liquidity and cash
needs for the twelve-month period ending March 31, 2001 through a combination of
available cash balances and our unused borrowings.
Our functional currency for financial reporting purposes is the US Dollar. We
generally invoice our clients and pay expenses in the local currency of the
country in which the client is located. Income statement translation gains and
losses arising from differences between the functional and local currencies are
recognized in the consolidated income statements and have not had a significant
impact on the results of operations. Balance sheet gains and losses as a result
of fluctuations in foreign currency exchange rates are recognized in
shareholders' equity as a component of comprehensive income. We continually
evaluate the economic conditions of each country in which we operate and base
our foreign currency accounting policies on those assessments.
Recently Issued Accounting Standards
In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS No. 133"). SFAS No. 133 establishes
accounting and reporting standards requiring that every derivative instrument
(including certain derivative instruments embedded in other contracts) be
recorded in the balance sheet as either an asset or liability measured at its
fair value. The Statement requires that changes in the derivative's fair value
be recognized currently in earnings unless specific hedge accounting criteria
are met. Special accounting for qualifying hedges allows a derivative's gains
and losses to offset related results on the hedged item in the income statement,
and requires that a company must formally document, designate, and assess the
effectiveness of transactions that receive hedge accounting. SFAS No. 133 was
originally effective for fiscal years beginning after June 15, 1999.
In June 1999, the FASB issued Statement of Financial Accounting Standards No.
137, "Accounting for Derivative Instruments and Hedging Activities--Deferral of
the Effective Date of FASB Statement No. 133" ("SFAS 137") delaying the
effective date of SFAS 133 for all fiscal quarters of all fiscal years beginning
after June 15, 2000. We have not yet quantified the impacts of adopting SFAS
No. 133 on our financial statements. We do not participate to a significant
extent in derivative contracts or in contracts that have derivative instruments
embedded within them; however, SFAS No. 133 may increase volatility in earnings
and other comprehensive income.
Risk Factors
Set forth below and elsewhere in this Form 10-Q and in the other documents we
file with the Securities and Exchange Commission are risks and uncertainties
that could cause actual results to differ materially from the results
contemplated by the forward-looking statements contained in this Form 10-Q.
Our New Business Model is Unproven
We have significantly reorganized our business, and there is no guarantee that
this reorganization will be successful. We have adopted this new business model
based on the belief that decentralizing our business among specialized operating
subsidiaries and other companies in which we have equity interests
(collectively, the "iGate Companies") will enable us to be more responsive to
the evolving IT and eServices markets. The success of our new business model
depends in part on the ability of the iGate Companies to work collaboratively,
share information and leverage their collective resources to optimize strategic
opportunities. We cannot be certain that this reorganization will improve our
performance, and it is possible that the reorganization will detract from our
performance. In addition, if we cannot convince potential strategic partners and
acquisitions of the value of our business model, our ability to acquire new
companies and businesses may be adversely affected and our strategy for
continued growth may not succeed.
14
<PAGE>
Variability of Quarterly Operating Results
The revenues and operating results of many of the iGate Companies are subject to
significant variation from quarter to quarter depending on a number of factors,
including the timing and number of client projects commenced and completed
during the quarter, the number of working days in a quarter, employee hiring,
attrition and utilization rates and the mix of time-and-materials projects
versus fixed-price projects during the quarter. Certain of the iGate Companies
recognize revenues on time-and-materials projects as the services are performed,
while revenues on fixed-price projects are recognized using the percentage of
completion method. Although fixed-price projects have not contributed
significantly to revenues and profitability to date, operating results may be
adversely affected in the future by cost overruns on fixed-price projects.
Because a high percentage of the expenses of many of the iGate Companies are
relatively fixed, variations in revenues may cause significant variations in
operating results. Additionally, the iGate Companies periodically incur cost
increases due to both the hiring of new employees and strategic investments in
infrastructure in anticipation of future opportunities for revenue growth.
Recruitment and Retention of IT and eServices Professionals
Our business involves the delivery of professional services and is labor-
intensive. Our success depends upon our ability to attract, develop, motivate
and retain highly skilled IT and eServices professionals and project managers
who possess the technical skills and experience necessary to deliver our
services. Qualified IT and eServices professionals are in great demand worldwide
and are likely to remain a limited resource for the foreseeable future. There
can be no assurance that qualified IT and eServices professionals will continue
to be available to us in sufficient numbers, or that we will be successful in
retaining current or future employees. Failure to attract or retain qualified IT
and eServices professionals in sufficient numbers could have a material adverse
effect on our business, operating results and financial condition. Historically,
we have done most of our recruiting outside of the countries where the client
work is performed. Accordingly, any perception among our IT and eServices
professionals, whether or not well founded, that our ability to assist them in
obtaining temporary work visas and permanent residency status has been
diminished, could lead to significant employee attrition.
Government Regulation of Immigration
We recruit IT and eServices professionals on a global basis and, therefore, must
comply with the immigration laws in the countries in which we operate,
particularly the United States. As of March 31, 2000, approximately 35% of our
worldwide workforce were working under H-1B temporary work permits in the United
States. Statutory law limits the number of new H-1B petitions that may be
approved in a fiscal year. On October 22, 1998, the "American Competitiveness
and Workforce Improvement Act" was signed into law. The H-1B annual quota for
fiscal year 2000 is 115,000, and the quota for fiscal year 2001 will be 107,500.
If we are unable to obtain H-1B visas for our employees in sufficient quantities
or at a sufficient rate for a significant period of time, our business,
operating results and financial condition could be adversely affected.
Increasing Significance of Non-U.S. Operations and Risks of International
Operations
15
<PAGE>
Our international consulting and offshore software development depend greatly
upon business, immigration and technology transfer laws in those countries, and
upon the continued development of technology infrastructure. There can be no
assurance that our international operations will be profitable or support our
growth strategy. The risks inherent in our international business activities
include:
. unexpected changes in regulatory environments;
. foreign currency fluctuations;
. tariffs and other trade barriers;
. difficulties in managing international operations; and
. potential foreign tax consequences, including repatriation of earnings and
the burden of complying with a wide variety of foreign laws and regulations.
Our failure to manage growth, attract and retain personnel, manage major
development efforts, profitably deliver services, or a significant interruption
of our ability to transmit data via satellite, could have a material adverse
impact on our ability to successfully maintain and develop our international
operations and could have a material adverse effect on our business, operating
results and financial condition.
Exposure to Regulatory and General Economic Conditions in India
Our subsidiary Mascot Ltd. utilizes an offshore software development center
based in Bangalore with additional offices in Pune and Chennai, India. Mascot
Ltd. also operates recruiting and training centers in India. The Indian
government exerts significant influence over its economy. In the recent past,
the Indian government has provided significant tax incentives and relaxed
certain regulatory restrictions in order to encourage foreign investment in
certain sectors of the economy, including the technology industry. Certain of
these benefits that directly affect us include, among others, tax holidays
(temporary exemptions from taxation on operating income), liberalized import and
export duties and preferential rules on foreign investment and repatriation. To
be eligible for certain of these tax benefits, we must continue to meet certain
conditions. A failure to meet such conditions in the future could result in the
cancellation of the benefits. There can be no assurance that such tax benefits
will be continued in the future at their current levels. Changes in the business
or regulatory climate of India could have a material adverse effect on our
business, operating results and financial condition.
Although wage costs in India are significantly lower than in the United States
and elsewhere for comparably skilled IT and eServices professionals, wages in
India are increasing at a faster rate than in the United States. In the past,
India has experienced significant inflation and shortages of foreign exchange,
and has been subject to civil unrest and acts of terrorism. Changes in
inflation, interest rates, taxation or other social, political, economic or
diplomatic developments affecting India in the future could have a material
adverse effect on our business, operating results and financial condition.
Risks Associated with Covenants in Certain Financing Instruments
Each of the PNC Credit Facility and the GE Note contain restrictive covenants
that require us to meet certain financial criteria on a rolling quarterly basis.
In light of our reorganization and our determination to treat our Staffing
business as a discontinued operation for financial reporting purposes, we may
not be able to continue to satisfy the financial covenants in these documents.
If we are not able to renegotiate the terms and conditions of these financial
covenants and if we cannot satisfy such covenants, each of PNC and GE Capital
will have the option of making the full amount of our outstanding debt under
these instruments immediately due and payable; and, with respect to the GE Note,
GE Capital will have the option of converting any amounts we owe to GE Capital
into iGate Common Stock.
Intense Competition in the IT Services and eServices Industries
The IT services and eServices industries are highly competitive and served by
numerous national, regional and local firms, all of which are either our
existing or potential competitors. Primary competitors include participants
from a variety of market segments, including "Big Five" accounting firms,
systems consulting and implementation firms, applications software firms,
service groups of computer equipment companies, general management consulting
firms and programming companies. Many of these competitors have substantially
greater financial, technical and marketing resources and greater name
recognition than we have. There are relatively few barriers to entry into our
markets and we may face additional competition from new entrants into our
markets. In addition, there is a risk that clients may elect to increase their
internal resources to satisfy their applications solutions and eServices needs.
Further, the IT services industry is undergoing consolidation, which may result
in increasing pressure on margins. These factors may limit our ability to
increase prices commensurate with increases in compensation. There can be no
assurance that we will compete successfully with existing or new competitors in
the IT services and eServices markets.
16
<PAGE>
Risk that iGate Companies May Compete with Each Other
iGate Companies may compete with each other for customers, talented employees
and strategic relationships. In addition, iGate Capital Corporation may compete
with the various iGate Companies for acquisition opportunities in the IT
services and eServices industries. Such competition may make it more difficult
or costly for iGate Capital Corporation or other iGate Companies to enter into
strategic relationships, negotiate acquisitions or conduct business.
Risks Related to Inability to Acquire Additional Businesses
An important component of our strategy for success is our plan to continue to
expand our operations through the acquisition of, or investment in, additional
businesses and companies. We may be unable to identify businesses that
complement our strategy for growth, and even if we succeed in identifying a
company with such a business, we may not be able to proceed to acquire the
company, its relevant business or an interest in the company for many reasons,
including:
. a failure to agree on the terms of the acquisition or investment;
. incompatibility between iGate Capital and the management of the company which
we wish to acquire or in which we wish to invest;
. competition from other potential acquirers (including publicly-traded
Internet companies, venture capital companies and large corporations, many of
which have greater financial resources and brand name recognition than we
do);
. a lack of capital to make the acquisition or investment; and
. the unwillingness of the company to partner with us.
If we are unable to continue acquiring and investing in attractive businesses,
our strategy for growth may not succeed.
Risks Related to Completed Acquisitions
There can be no assurance that we will be able to profitably manage additional
businesses or successfully integrate any acquired businesses without substantial
expenses, delays or other operational or financial problems. Further,
acquisitions may involve a number of special risks, including diversion of
management's attention, failure to retain key acquired personnel, unanticipated
events or circumstances and legal liabilities and amortization of acquired
intangible assets, some or all of which could have a material adverse effect on
our business, operating results and financial condition. Client satisfaction or
performance problems at a single acquired firm could have a material adverse
impact on our reputation as a whole. In addition, there can be no assurance
that acquired businesses, if any, will achieve anticipated revenues and
earnings. Our failure to manage our acquisition strategy successfully could have
a material adverse effect on our business, operating results and financial
condition.
Risks Associated with Capital Markets
We currently hold, and plan to increase holdings of, significant interests in
non-wholly owned companies and joint ventures. While we generally do not
anticipate selling such interests, if we were to divest all or part of them, we
might not receive maximum value for these positions. With respect to such
entities with publicly traded stock, we may be unable to sell our interest at
then-quoted market prices. Furthermore, for those entities that do not have
publicly traded stock, the realizable value of our interest may ultimately prove
to be lower than the carrying value currently reflected in our consolidated
financial statements.
17
<PAGE>
Concentration of Revenues; Risk of Termination
We have in the past derived, and may in the future derive, a significant portion
of our revenues from a relatively limited number of clients. Our five largest
clients represented approximately 22%, 23% and 24% of revenues for the years
ended December 31, 1999, 1998 and 1997, respectively. EDS accounted for
approximately 11% of our revenues for each of the years ended December 31, 1998
and 1997. Most of our projects are terminable by the client without penalty. An
unanticipated termination of a major project could result in the loss of
substantial anticipated revenues and could require us to maintain or terminate a
significant number of unassigned IT professionals, resulting in a higher number
of unassigned IT professionals and/or significant termination expenses. The
loss of any significant client or project could have a material adverse effect
on our business, operating results and financial condition.
Rapid Technological Change; Dependence on New Solutions
The IT services and eServices industries are characterized by rapid
technological change, evolving industry standards, changing client preferences
and new product introductions. Our success will depend in part on our ability
to develop IT and eServices solutions that keep pace with industry developments.
There can be no assurance that we will be successful in addressing these
developments on a timely basis or that, if these developments are addressed, we
will be successful in the marketplace. In addition, there can be no assurance
that products or technologies developed by others will not render our services
noncompetitive or obsolete. Our failure to address these developments could
have a material adverse effect on our business, operating results and financial
condition.
A significant number of organizations are attempting to migrate business
applications from a mainframe environment to advanced technologies. As a result,
our ability to remain competitive will be dependent on several factors,
including our ability to help existing employees maintain or develop mainframe
skills and to train and hire employees with skills in advanced technologies. Our
failure to hire, train and retain employees with such skills could have a
material adverse impact on our business. Our ability to remain competitive will
also be dependent on our ability to design and implement, in a timely and cost-
effective manner, effective transition strategies for clients moving from legacy
systems to advanced architectures. Our failure to design and implement such
transition strategies in a timely and cost-effective manner could have a
material adverse effect on our business, operating results and financial
condition.
Dependence on Principals
Our success is highly dependent on the efforts and abilities of Sunil Wadhwani
and Ashok Trivedi, the Co-Chairman and Chief Executive Officer of iGate Capital
Corporation and the Co-Chairman and President of iGate Capital Corporation,
respectively. Although Messrs. Wadhwani and Trivedi have entered into employment
agreements containing noncompetition, nondisclosure and nonsolicitation
covenants, these contracts do not guarantee that they will continue their
employment with us or that such covenants will be enforceable. The loss of the
services of either of these key executives for any reason could have a material
adverse effect on our business, operating results and financial condition.
Risk of Preferred Vendor Contracts
We are party to several "preferred vendor" contracts and we are seeking
additional similar contracts in order to obtain new or additional business from
large or medium-sized clients. Clients enter into these contracts to reduce the
number of vendors and obtain better pricing in return for a potential increase
in the volume of business to the preferred vendor. While these contracts are
expected to generate higher volumes, they generally result in lower margins.
Although we attempt to lower costs to maintain margins, there can be no
assurance that we will be able to sustain margins on such contracts. In
addition, the failure to be designated a preferred vendor, or the loss of such
status, may preclude us from providing services to existing or potential
clients, except as a subcontractor, which could have a material adverse effect
on our business, operating results and financial condition.
18
<PAGE>
Risks Associated with Intellectual Property Rights
Our success depends in part upon certain methodologies and tools we use in
designing, developing and implementing applications systems and other
proprietary intellectual property rights. We rely upon a combination of
nondisclosure and other contractual arrangements and trade secret, copyright and
trademark laws to protect our proprietary rights and the proprietary rights of
third parties from whom we license intellectual property. We enter into
confidentiality agreements with our employees and limit distribution of
proprietary information. There can be no assurance that the steps we take in
this regard will be adequate to deter misappropriation of proprietary
information or that we will be able to detect unauthorized use and take
appropriate steps to enforce our intellectual property rights.
Although we believe that our services do not infringe on the intellectual
property rights of others and that we have all rights necessary to utilize the
intellectual property employed in our business, we are subject to the risk of
litigation alleging infringement of third-party intellectual property rights.
Any claims, whether or not meritorious, could:
. be expensive and time-consuming to defend;
. cause significant and material product shipment and installation delays;
. divert management's attention and resources; and/or
. require us to enter into royalty or licensing arrangements, which may not be
available on acceptable terms, or may not be available at all.
A successful claim of product infringement against us or our failure or
inability to license the infringed or similar technology could have a material
adverse effect on our business, financial condition and results of operations.
Fixed-Price Projects
We undertake certain projects billed on a fixed-price basis, which is
distinguishable from our principal method of billing on a time-and-materials
basis. Failure to complete such projects within budget would expose us to risks
associated with cost overruns, which could have a material adverse effect on our
business, operating results and financial condition.
Potential Liability to Clients
Many of our engagements involve projects that are critical to the operations of
our clients' businesses and provide benefits that may be difficult to quantify.
Although we attempt to contractually limit our liability for damages arising
from errors, mistakes, omissions or negligent acts in rendering our services,
there can be no assurance that our attempts to limit liability will be
successful. Our failure or inability to meet a client's expectations in the
performance of our services could result in a material adverse change to the
client's operations and therefore could give rise to claims against us or damage
our reputation, adversely affecting our business, operating results and
financial condition.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
On June 30, 1998, we entered into a foreign exchange contract with PNC Bank,
N.A. to hedge our foreign exchange exposure on certain intercompany debt. The
contract initially provided for maturation on September 30, 1998 and has since
been extended on a quarterly basis. On March 31, 2000, the contract was extended
to June 30, 2000.
The outstanding contract is for the sale by iGate Capital of 7 million Canadian
dollars at an exchange rate of 1.456 (US $4,807,692). When the contract matures
on June 30, 2000, we expect to access the foreign exchange markets at the then
prevailing exchange rate to purchase 7 million Canadian dollars for delivery to
PNC Bank, N.A. If the then prevailing exchange rate is lower then 1.456, we will
record a gain for the difference between the spot rate and the contract rate.
Conversely, if the spot rate is higher than 1.456, we will record a loss equal
to the difference between the spot rate and the contract rate. At March 31,
2000, the USD/CAD exchange rate was 1.4495.
19
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Neither iGate Capital Corporation nor any of its subsidiaries is party to any
litigation that is expected to have a material or adverse effect on the Company
or its business.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On March 7, 2000, we issued 150,943 shares of iGate Common Stock as partial
consideration for a 25% ownership interest in Air2Web. The Company relied upon
the exemption from registration provided by Section 4(2) of the Securities Act
of 1933, as amended, in connection with this issuance of shares of iGate Common
Stock. No underwriter was involved in this private placement.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
The following exhibits are being filed with this report:
Exhibit Number Description
-------------- -----------
10.1 Employment Agreement dated as of January 21, 2000 by and between the
Company and Bruce E. Haney
27.1 Financial Data Schedule for the three months ended March 31, 2000
(b) Reports on Form 8-K:
The Company filed a Form 8-K dated March 9, 2000, disclosing the
appointment of Bruce E. Haney to Managing Director, Chief Financial Officer
of iGate Capital Corporation.
The Company filed a Form 8-K dated March 7, 2000, disclosing that it had
changed its name from Mastech Corporation to iGate Capital Corporation
effective March 7, 2000.
20
<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.
iGATE CAPITAL CORPORATION
(REGISTRANT)
Dated: May 15, 2000 /s/ Sunil Wadhwani
---------------------------
Co-Chairman, Chief Executive Officer
and Director
Dated: May 15, 2000 /s/ Bruce E. Haney
---------------------------
Managing Director, Chief Financial
Officer, Treasurer and Secretary
21
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors of iGate Capital Corporation:
We have reviewed the accompanying condensed consolidated balance sheet of iGate
Capital Corporation (a Pennsylvania Corporation) and its subsidiaries as of
March 31, 2000, and the related condensed consolidated statements of income,
shareholders' equity and cash flows for the three-month periods ended March 31,
2000 and March 31, 1999. These condensed consolidated financial statements are
the responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying condensed consolidated financial statements referred
to above for them to be in conformity with accounting principles generally
accepted in the United States.
We have previously audited, in accordance with auditing standards generally
accepted in the United States, the consolidated balance sheet of iGate Capital
Corporation and its subsidiaries as of December 31, 1999, (not presented
herein), and, in our report dated January 27, 2000. In our opinion, the
information set forth in the accompanying condensed consolidated balance sheet
as of December 31, 1999, is fairly stated, in all material respects, in relation
to the consolidated balance sheet from which it has been derived.
/S/ ARTHUR ANDERSEN LLP
Pittsburgh, Pennsylvania,
May 12, 2000
22
<PAGE>
Exhibit 10.1
AGREEMENT
This Agreement is made as of the latest date indicated below "Effective
Date" between Mastech Systems Corporation, a Pennsylvania corporation
(hereinafter called the "Company") and the undersigned employee (hereinafter
called the "employee"). This Agreement is entered into contemporaneously with
Employee's commencement of employment with the Company and receipt of certain
stock options offered by Company.
WHEREAS, Employee is employed by the Company as an at-will employee whose
employment may be terminated by either party with or without reason or cause and
without any liability for such termination;
WHEREAS, this Agreement is necessary for the protection of Company's
legitimate and protectible business interests in its customers, prospective
customers, accounts and confidential, proprietary and trade secret
information; and
WHEREAS, this Agreement is a term and condition of Employee's employment
and is made in consideration for certain stock options offered to Employee
contemporaneously with this Agreement as well as Employee's continued
employment and access to Company's customers, prospective customers, accounts,
and confidential, proprietary and trade secret information.
NOW THEREFORE, for the consideration set forth herein, the receipt and
sufficiency of which is acknowledged by the parties, Company and Employee agree
as follows:
1. DEFINITIONS. As used herein:
(a) "Company" shall mean Mastech Systems Corporation and any
affiliate of Mastech Systems Corporation, including any direct or indirect
parent or subsidiary of Mastech Systems Corporation, as well as their
respective operating divisions.
(b) "Confidential Information" shall include, but is not necessarily
limited to, any information which may include, in whole or part, information
concerning the Company's accounts, sales, sales volume, sales methods, sales
proposals, customers and prospective, prospect lists, identity of purchasing
personnel in the employ of customers and prospective customers, amount or kind
of customer's purchases from the Company, the
<PAGE>
Company's source of supply of products and/or personnel, sources of
consultants, Company manuals, formulae, products, processes, methods,
machines, compositions, ideas, improvements, inventions, research, computer
programs, system documentation, software products, patented products,
copyrighted information, know how and operating methods and any other trade
secret or proprietary information belonging to the Company or relating to the
Company's affairs that is not public information.
(c) "Customers(s)" shall mean any individual, corporation,
partnership, business or other entity (i) whose existence and business is
known to Employee as a result of Employee's access to the Company's customer
lists or Customer account information; or (ii) that is an entity with whom the
Company has contracted or negotiated during the two (2) year period preceding
the termination of Employee's employment.
(d) "Competing Business" shall mean any individual, corporation,
partnership, business or other entity which provides or attempts to provide
any products or services that directly compete with products or services
offered by the Company, i.e., information technology services, including
software applications solutions and services, and which were sold by the
Company at any time and from time to time during the last two (2) years prior
to Employee's termination of employment. Notwithstanding the foregoing, the
term Competing Business does not include a corporation that derives at least
$500 million of its revenues from the sale of information technology services.
2. DUTIES. Employee, who is employed in the position set forth on
Schedule A hereof as of the date of this Agreement, agrees to be responsible
for such duties as are commensurate with and required by such position and any
other duties as may be assigned to Employee by Company from time to time.
Employee further agrees to perform his or her duties in a diligent,
trustworthy, loyal, businesslike, productive, and efficient manner and to use
Employee's best efforts to advance the business and goodwill of Company.
Employee further agrees to devote all of his or her business time, skill,
energy and attention exclusively to the business of the Company and to comply
with all rules, regulations and procedures of the Company. During the term of
this Agreement, Employee will not engage in any other business for Employee's
own account or accept any employment from any other business entity, or render
any services, give any advice or serve in a consulting capacity, whether
gratuitously or otherwise, to or for any other person, firm or corporation,
other than as a volunteer for charitable organizations, without the prior
written approval of the Company.
2
<PAGE>
3. COMPENSATION. Employee's annual bas salary as of the date of this
Agreement is as set forth on Schedule A hereto. As compensation for Employee's
employment by the Company, the Company will pay the Employee during the period
of employment hereunder such remuneration as is determined to be appropriate
by the Company from time to time in its discretion.
4. BENEFITS. Employee will receive the standard Company benefits
described in the Company benefits described in the Company Handbook that is
incorporated as though fully set forth in this Agreement and which may be
modified at any time by the Company.
5. STOCK OPTIONS. Employee shall receive that number of stock options
covering the Company's shares as is set forth on Schedule A hereto. Such
options shall be granted under the Company's Stock Incentive Plan as then in
effect and shall be subject to the Stock Option Agreement evidencing such
stock options. The effective price shall be decided by the board.
6. POLICIES AND PROCTICES. Employee agrees to abide by all rules,
regulations and instruments established by the Company including the policies,
practices and procedures contained in the Company Employee Handbook which
Employee has received and which is incorporated by reference as though fully
set forth herein. The Company reserves the right to disregard the Company
Employee Handbook in the event that a particular portion of the Company
Employee Handbook conflicts with this Agreement or is deemed by the Company to
be incompatible with Employee's position in the Company, and the Company may
amend the Handbook from time to time in its sole discretion.
7. AGREEMENT NOT TO COMPETE. In order to protect the business interest
and good will of the Company in respect to customers and accounts, and to
protect Confidential Information, Employee covenants and agrees that for the
entire period of time that this Agreement remains in effect, and for a period
of two (2) years after termination of Employee's employment for any reason he
or she will not:
(a) directly or indirectly contact any Customer of the Company for the
purpose of soliciting such Customer to purchase, lease or license a product or
service that is the same as, similar to, or in competition with those products
and/or services made, rendered, offered or under development by the Company;
3
<PAGE>
(b) engage in any activity or business as a consultant, independent
contractor, agent, employee, employer, officer, partner, director or
otherwise, alone or in association with any other person, corporation or other
entity, in any Competing Business operating in the United States of America or
any other country where the Company has conducted business within the two (2)
year period prior to the termination of Employee's employment; provided,
however, that this subsection (b) shall not apply if the Employee is
terminated by the Company without cause after the sale of substantially all of
the business or assets of Mastech Systems Corporation to an unaffiliated third
party for fair value;
(c) directly or indirectly employ, or knowingly permit any company or
business directly or indirectly controlled by Employee to employ, any person
who is employed by the Company at any time during the term of this Agreement,
or in any manner to seek to induce any such person to leave his or her
employment with the Company; or
(d) directly or indirectly interfere with or attempt to disrupt the
relationship, contractual or otherwise, between the Company and any of its
employees or solicit, induce, or attempt to induce employees of the Company
and any of its employees or solicit, induce, or attempt to induce employees of
the Company to terminate employment with the Company and become self-employed
or employed with others in the same of similar business or any product line or
service provided by Company. Employee acknowledges that the Company is engaged
in business throughout the United States as well as in other countries and
that the marketplace for the Company's products and services is worldwide.
Employee further covenants and agrees that the geographic, length of term and
types of activities restrictions (non-competition restrictions) contained in
this Agreement are reasonable and necessary to protect the legitimate business
interests of the Company because of the scope of the Company's business. In
the event that a court of competent jurisdiction shall determine that one or
more of the provisions of this Section 7 is so broad as to be unenforceable,
then such provision shall be deemed to be reduced in scope or length, as the
case may be, to the extent required to make this Paragraph enforceable. If the
Employee violates the provisions of this Section 7, the periods described
therein shall be extended by that number of days which equals the aggregate of
all days during which at any time any such violations occurred.
8. NONDISCLOSURE AND NONUSE OF CONFIDENTIAL INFORMATION.
The Employee covenants and agrees during Employee's employment or any
time after the Termination of such employment, not to communicate or divulge
to any person, firm or corporation, either directly or indirectly, and to hold
in strict confidence for the benefit of the
4
<PAGE>
Company, all Confidential Information except that employee may disclose such
Information to person, firms or corporations who need to know such Information
during the course and within the scope of Employee's employment. Employee will
not use any Confidential Information for any purpose or for his or her
personal benefit other than in the course and within the scope of Employee's
employment.
(a) Work Made for Hire. Employee recognizes and understands that is or
her duties at Company have included and may continue to include the
preparation of materials, including computer software and other written or
graphic materials, and that any such materials conceived or written by him or
her were done and shall continue to be done as "work made for hire" as defined
and used in the Copyright Act of 1976, 17 USC 1 et seq. In the event of
publication of such materials, Employee understands that since the work is a
"work made for hire," the Company will solely retain and own all rights in all
such materials, including the right to copyright.
(b) Disclosure of Discoveries, Ideas and Inventions. Employee
represents that he does not have any right, title or interest in, nor has he
made or conceived wholly or in part prior to the commencement of his
employment by the Company any discovery, idea and invention.
(c) Disclosure of Other Discoveries, Ideas and Inventions/Assignment
of Patents. Employee shall disclose promptly to the Company, any and all
works, inventions, discoveries and improvement s authored, conceived or made
by Employee during the period of employment and related to the business or
activities of the Company, solely or jointly with others, which is related to
the lines of business, work or investigation of the Company at the time of
such discovery, idea or invention or which results from, or is suggested by,
any work which the Employee may do for or on behalf of the Company, and hereby
assigns and agrees to assign all his interest therein to the Company or its
nominee. Whenever requested to do so by the Company, Employee shall execute
any and all applications, assignments or other instruments which the Company
shall deem necessary to apply for and obtain Letters Patent or Copyrights of
the United States or any foreign country or to otherwise protect the interest
therein and shall assist the Company in every proper way (entirely at the
Company's expense, including reimbursement to him for all expense and loss of
income) to obtain such patents and copyrights and to enforce them. Such
obligations shall continue beyond the termination of employment with respect
to works, inventions, discoveries and improvements authored, conceived or made
by Employee during the period of employment, and shall be binding upon
Employee's assigns,
5
<PAGE>
executors, administrators and other legal representatives. All such works
inventions, discoveries and improvements shall remain the sole and exclusive
property of the Company, whether patentable or not.
9. RETURN OF MATERIALS. Upon termination of employment with Company for
any reason, Employee shall promptly deliver to Company the originals and
copies of all correspondence, drawings, manuals, computerized information,
letters, notes, notebooks, reports, prospect lists, flow charts, programs,
proposals, and any documents concerning Company's customers or suppliers and,
without limiting the foregoing, will promptly deliver to Company any and all
other documents or materials containing or constituting Confidential
Information.
10. TERMINATION. This Agreement may be terminated with or without cause by
either party without any liability for such termination by giving to the other
party at least fifteen (15) days prior written notice, except that the
covenants of Sections 6, 7, 8, 9, 11, 12, 13, 14, 15, 16 and 18 hereof shall
survive the termination of this Agreement. All payments due as of the date of
termination shall be paid in full within thirty (30) days of this date.
11. SEVERANCE. If the Employee's employment is at any time terminated by
the Company without cause, then the Company shall pay the Employee a severance
payment equal to three (3) times the monthly bas salary of the Employee then
in effect, payable in the form of salary continuation in accordance with the
Company's then existing payroll practices.
12. ENTIRE AGREEMENTS. This Agreement supersedes all prior agreements,
written or oral, between the parties hereto concerning the subject matter
hereof.
13. CHOICE OF LAW, JURISDICTION AND VENUE. The parties agree that this
Agreement shall be deemed to have been made and entered into in Pennsylvania
and that the Law of the Commonwealth of Pennsylvania shall govern this
Agreement. Jurisdiction and venue is proper in any proceeding by the Company
to enforce its rights hereunder filed in any court geographically located in
Allegheny County, Pennsylvania.
6
<PAGE>
14. ACKNOWLEDGMENTS OF EMPLOYEE. Employee hereby acknowledges and agrees
that:
(a) This Agreement is necessary for the protection of the legitimate
business interests of the Company.
(b) the restrictions contained in this Agreement may be enforced in a
court of law whether or not Employee is terminated with or without cause or
for performance related reasons;
(c) The execution and delivery of this Agreement is a mandatory
condition precedent to the Employee's receipt of the consideration provided
herein;
(d) Employee has no intention of competing with the Company within the
limitations set forth above;
(e) Employee has received adequate and valuable consideration for
entering into this Agreement;
(f) Employee's covenants shall be construed as independent of any
other provision in this Agreement and the existence of any claim or cause of
action Employee may have against the Company, whether predicated on this
Agreement or not, shall not constitute a defense to the enforcement by Company
of these covenants;
(g) This Agreement does not prevent Employee from earning a livelihood
after termination of employment; and
(h) Employee further acknowledges that his or her education and
experience enables Employee to work for different types of employers, so that
it will not be necessary for Employee to violate the provisions of this
covenant not to compete in order to remain economically viable.
15. FULL UNDERSTANDING. Employee acknowledges that Employee has carefully
read and fully understands all of the provisions of this Agreement and that
Employee, in consideration for the compensation set forth herein, is
voluntarily entering into this Agreement.
7
<PAGE>
16. EQUITABLE RELIEF; FEES AND EXPENSES. Employee stipulates and agrees
that any breach of this Agreement by Employee will result in immediate and
irreparable harm to the Company, the amount of which will be extremely
difficult to ascertain, and that the Company could not be reasonably or
adequately compensated by damages in an action at law. For these reasons, the
Company shall have the right, without objection from Employee, to obtain such
preliminary, temporary or permanent injunctions or restraining orders or
decrees as may be necessary to protect the Company against, or on account of,
any breach by Employee of the provisions of this Agreement. Such right to
equitable relief is in addition to all other legal remedies the Company may
have to protect its rights. In the event the Company obtains any such
injunction, order, decree or other relief, in law or in equity, Employee shall
be responsible for reimbursing the Company for all costs associated with
obtaining the relief, including reasonable attorneys' fees, and expenses and
costs of suit. In the event that Employee is successful in defending this
matter, Company agrees to reimburse Employee for all legal expenses incurred
in such defense. Employee further covenants and agrees that any order of court
or judgment obtained by the Company which enforces the Company's rights under
this Agreement may be transferred, without objection or opposition by
Employee, to any court of law or other appropriate law enforcement body
located in any other country in the world where Company does business, and
that said court or body will give full force and effect to said order and or
judgment.
17. AMENDMENTS. No supplement, modification, amendment or waiver of the
terms of this Agreement shall be binding on the parties hereto unless executed
in writing by the party to be bound thereby. No waiver of any of the
provisions of this Agreement shall be deemed to or shall constitute a waiver
of any other provisions hereof (whether or not similar), nor shall such waiver
constitute a continuing waiver unless otherwise expressly provided. Any
failure to insist upon strict compliance with any of the terms and conditions
of this Agreement shall not be deemed a waiver of any such terms or
conditions.
18. SUCCESSORS IN INTEREST. This Agreement shall be binding upon and shall
inure to the benefit of the successors, assigns, heirs and legal representatives
of the parties hereto. The Company shall have the right to assign this Agreement
in connection with a merger involving the Company or a sale or transfer of
substantially all of the business and assets of the Company, and Employee agrees
to be obligated by this Agreement to any successor, assign or surviving entity.
8
<PAGE>
19. HEADINGS. The headings used in this Agreement are for convenience only
and are not to be considered in construing or interpreting this Agreement.
MASTECH SYSTEMS Bruce Haney
CORPORATION (COMPANY) (EMPLOYEE)
By: /s/ Jack Nicholas /s/ Bruce Haney
---------------------------- --------------------------
Date: 1/24/00 Date: 1/25/00
------------------------- --------------------
9
<PAGE>
Bruce Haney
Personal & Confidential
SCHEDULE A
January 21, 2000
Mastech is pleased to extend an offer of employment to you for the
position of Senior Vice President and Chief Financial Officer of the Holding
Company, as discussed in your conversations with Sunil Wadhwani. In addition
to The Agreement, the terms of the offer are outlined below.
(1) Base Compensation
Your base salary will be $8,654 bi-weekly, and will be subject to all
federal, state, local taxes and withholdings
(2) Bonus
Target bonus of $75,000 based on performance and is proportional to the
percentage of goals achieved during the first year of employment with Mastech.
(3) Stock Options
A total of 250,000 stock options, vesting equally every six months over
four years, will be issued and are subject to the terms of the Stock Options
Agreement. New stock options will be issued every six months so that your
unvested options will remain constant at 250,000 for the first four years. The
strike price for your initial stock options is the closing price the day
before your date of employment. The closing price on January 18, 2000 was
$28.125. The strike price for the options issued every six months for the
first four years will be the closing price the day before they are issued.
(4) Vesting Schedule
31,250 shares shall vest on the 6 month anniversary of the Effective Date.
31,250 shares shall vest on the first anniversary of the Effective Date.
31,250 shares shall vest on the 18 month anniversary of the Effective Date.
31,250 shares shall vest on the second anniversary of the Effective Date.
31,250 shares shall vest on the 30 month anniversary of the Effective Date.
31,250 shares shall vest on the third anniversary of the Effective Date.
31,250 shares shall vest on the 42 month anniversary of the Effective Date.
31,250 shares shall vest on the fourth anniversary of the Effective Date.
10
<PAGE>
(5) Start Date
The start date will be January 19, 2000.
(6) Outside Board Memberships
This will serve as written approval for you to continue your Board
Memberships with Infosage Inc. and CTR Systems Inc.
January 21, 2000
Bruce,
We look forward to you joining the senior team at Mastech and are confident that
with your contribution, we will build a thriving and successful organization.
Sincerely,
/s/ Jack Nicholas
- --------------------------------------
Jack Nicholas
Director of Executive Resources
Mastech Systems Corporation
Employee Acceptance. The signing of this letter acknowledges the acceptance of
the offer contained herein.
/s/ Bruce Haney 1/19/00
- ----------------------------- ---------------------------
Bruce Haney Effective Date of Agreement
11
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 27,103
<SECURITIES> 67,904
<RECEIVABLES> 77,941
<ALLOWANCES> 1,878
<INVENTORY> 0
<CURRENT-ASSETS> 208,357
<PP&E> 31,208
<DEPRECIATION> 11,477
<TOTAL-ASSETS> 311,511
<CURRENT-LIABILITIES> 72,474
<BONDS> 0
0
0
<COMMON> 511
<OTHER-SE> 198,636
<TOTAL-LIABILITY-AND-EQUITY> 311,511
<SALES> 0
<TOTAL-REVENUES> 85,551
<CGS> 56,020
<TOTAL-COSTS> 87,778
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 728
<INCOME-PRETAX> (4,328)
<INCOME-TAX> (1,731)
<INCOME-CONTINUING> (2,597)
<DISCONTINUED> (1,421)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,018)
<EPS-BASIC> (.08)
<EPS-DILUTED> (.08)
</TABLE>
