<PAGE>
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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 September 30, 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 October 31, 2000 was 50,352,003.
<PAGE>
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iGATE CAPITAL CORPORATION
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2000
TABLE OF CONTENTS
PAGE
----
PART I. FINANCIAL INFORMATION............................................
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
(a) UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME FOR EACH
OF THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2000 AND
SEPTEMBER 30, 1999.................................................
(b) CONDENSED CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2000
(UNAUDITED) AND DECEMBER 31, 1999...................................
(c) UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
AS OF SEPTEMBER 30, 2000............................................
(d) UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE
NINE MONTH PERIODS ENDED SEPTEMBER 30, 2000 AND SEPTEMBER 30, 1999..
(e) NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS......
(f) REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS............................
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS............................................
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK........
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS...............................................
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.......................
ITEM 5. OTHER INFORMATION...............................................
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K................................
SIGNATURES......................................................
<PAGE>
(a) UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME FOR EACH OF THE THREE
AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2000 AND SEPTEMBER 30, 1999
iGate Capital Corporation
Condensed Consolidated Statements of Income
(dollars in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, 2000 September 30, 1999 September 30, 2000 September 30, 1999
------------------ ------------------ ------------------ ------------------
<S> <C> <C> <C> <C>
Revenues $102,219 $ 78,996 $288,576 $217,428
Cost of revenues 61,991 45,304 181,572 125,893
------------ ------------- ------------- ------------
Gross profit 40,228 33,692 107,004 91,535
Selling, general and administrative 42,799 21,698 116,140 59,651
------------ ------------- ------------- ------------
Loss (income) from operations (2,571) 11,994 (9,136) 31,884
Equity in losses of affiliated companies 4,291 93 9,471 93
Minority loss (gain) in
operating subsidiaries 86 (50) (639) (50)
Other (income) expense, net 939 (825) 3,174 (2,494)
Merger-related expenses - - - 1,727
(Gain) from Mascot IPO - - (26,853) -
------------ ------------- ------------- ------------
Loss (income) before income taxes (7,887) 12,776 5,711 32,608
Provision (credit) for income taxes (3,158) 4,634 2,281 11,744
------------ ------------- ------------- ------------
Loss (income) from continuing operations (4,729) 8,142 3,430 20,864
Loss (income) from discontinued operations
net of income taxes (283) (533) (2,303) 9,352
------------ ------------- ------------- ------------
Net income (loss) $ (5,012) $ 7,609 $ 1,127 $ 30,216
============ ============= ============= ============
Net income (loss) per common share,
Basic:
Income (loss) from continuing operations $ (0.09) $ 0.16 $ 0.07 $ 0.41
Income (loss) from discontinued operations (0.01) (0.01) (0.05) 0.19
------------ ------------- ------------- ------------
Net income (loss) - Basic $ (0.10) $ 0.15 $ 0.02 $ 0.60
============ ============= ============= ============
Net income (loss) per common share,
Diluted:
Income (loss) from continuing operations $ (0.09) $ 0.16 $ 0.07 $ 0.41
Income (loss) from discontinued operations (0.01) (0.01) (0.05) 0.18
------------ ------------- ------------- ------------
Net income (loss) - Diluted $ (0.10) $ 0.15 $ 0.02 $ 0.59
============ ============= ============= ============
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
<PAGE>
(b) CONDENSED CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2000 (UNAUDITED)
AND DECEMBER 31, 1999......................................................
iGATE CAPITAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
<TABLE>
<CAPTION>
Sept. 30, December 31,
2000 1999
(unaudited) (audited)
----------- -----------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 18,748 $ 23,596
Investments 43,644 75,358
Accounts receivable, net 99,232 67,870
Prepaid expenses 5,353 2,758
Income tax benefit 19,602 5,414
Other assets 11,590 1,806
Deferred income taxes 5,114 1,676
Net current assets of discontinued operations 11,773 21,752
--------- ---------
Total current assets 215,056 200,230
Equipment and leasehold improvements, net 20,888 18,039
Intangible assets, net 44,058 35,920
Investments in unconsolidated affiliates 67,219 290
Net noncurrent assets of discontinued operations 11,817 8,619
--------- ---------
Total assets $ 359,038 $ 263,098
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Revolving credit facility $ 42,000 $ -
Accounts payable 9,707 8,630
Accrued payroll and related costs 30,581 25,373
Other accrued liabilities 9,172 6,686
--------- ---------
Total current liabilities 91,460 40,689
Long term debt 20,000 30,000
Other long term liabilities 341 982
Deferred income taxes 23,239 6,975
Minority interest 4,192 290
--------- ---------
Total liabilities 139,232 78,936
Shareholders' equity:
Common Stock, par value $0.01 per share 513 505
Additional paid-in capital 137,569 115,722
Retained earnings 84,434 83,307
Common stock in treasury, at cost (14,095) (14,095)
Accumulated other comprehensive income 11,385 (1,277)
--------- ---------
Total shareholders' equity 219,806 184,162
--------- ---------
Total liabilities and shareholders' equity $ 359,038 $ 263,098
========= =========
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
<PAGE>
(c) UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY AS OF
SEPTEMBER 30, 2000........................................................
iGate Capital Corporation
Condensed Consolidated Statements of Shareholders' Equity
(dollars in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
Additional
Common Stock Preferred Stock Paid -in Retained
Shares Par Value Shares Par Value Capital Earnings
---------- ---------- ---------- ---------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1999 50,506,141 $ 505 1 $ - $ 115,722 $83,307
Exercise of stock options,
including tax benefit 568,267 6 13,587
Issuance of common stock as
part of acquisition 150,943 2 8,260
Comprehensive Income:
Net unrealized gain on investments,
net of tax
Currency translation adjustment
Net income 1,127
-------------------------------------------------------------------------------------
Balance, September 30, 2000 51,225,351 $ 513 1 $ - 137,569 84,434
======================================================================================
</TABLE>
<TABLE>
<CAPTION>
Accumulated
Other Total
Treasury Comprehensive Shareholders' Comprehensive
Shares Income Equity Income
----------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Balance, December 31, 1999 $(14,095) $(1,277) $184,162
Exercise of stock options,
including tax benefit 13,593
Issuance of common stock as
part of acquisition 8,262
Comprehensive Income:
Net unrealized gain on investments,
net of tax 14,714 14,714 14,714
Currency translation adjustment (2,052) (2,052) (2,052)
Net income 1,127 1,127
----------------------------------------------------------
Balance, September 30, 2000 (14,095) 11,385 219,806 13,789
==========================================================
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
<PAGE>
(d) UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE
MONTH PERIODS ENDED SEPTEMBER 30, 2000 AND SEPTEMBER 30, 1999
iGate Capital Corporation
Condensed Consolidated Statements of Cash Flows
(dollars in thousands)
(unaudited)
<TABLE>
<CAPTION>
Nine Months ended September 30
------------------------------
2000 1999
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Operations:
Income--from continuing operations $ 3,430 $ 20,864
Adjustments to reconcile net income to cash provided by operations:
Depreciation and amortization 8,946 4,345
Allowance for uncollectible accounts 2,011 426
Deferred Income Taxes, net (24,188) (1,611)
Equity (gain) loss in joint ventures 9,471 (17)
Minority (gain) loss in operating subsidiaries 639 (50)
(Gain) from Mascot IPO (26,853) -
Working capital items:
Accounts Receivable and unbilled receivables (31,362) (24,335)
Prepaid and Other assets (12,379) (1,551)
Prepaid Income Taxes 10,394 (652)
Accounts payable and other liabilities 12,105 9,383
Cash flows provided by discontinued operations 4,478 6,220
-------- --------
Net cash (used)/provided by operating activities (43,308) 13,022
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to equipment and leasehold improvements, net (10,006) (4,093)
Acquisitions, net of cash acquired (11,279) (6,437)
Purchase/sales of investments, net 31,714 (36,513)
Acquistions of unaffiliated companies (41,605) -
-------- --------
Net cash (used) by investing activities (31,176) (47,043)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from revolving line of credit, net of payments 42,000 30,000
Payment on long-term debt (10,000) -
Proceeds from exercise of stock options 8,709 3,277
Acquisition of treasury shares (916)
Proceeds from Mascot initial public offering, net of offering costs 30,979 -
-------- --------
Net cash provided by financing activities 71,688 32,361
Effect of currency translation (2,052) 234
Net change in cash and cash equivalents (4,848) (1,426)
Cash and Cash equivalents, beginning of period $ 23,596 $ 35,493
-------- --------
Cash and Cash equivalents, end of period $ 18,748 $ 34,067
======== ========
</TABLE>
<PAGE>
(e) NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The unaudited condensed consolidated 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 accompanying condensed consolidated financial statements as of and
for the nine months ended September 30, 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 condensed consolidated 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
condensed consolidated financial statements have been included, and all
adjustments unless otherwise discussed in the notes to the condensed
consolidated 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 nine months ended September 30, 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.
Certain reclassifications have been made to the presentation for the current
period and prior periods in order to reflect corporate events discussed herein
that occurred during the three months ended September 30, 2000.
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 or
otherwise acquires management influence, 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 or does not acquire management
influence, 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
<PAGE>
loss in affiliates accounted for under the equity method is recorded as part of
other income.
There were neither dividends declared nor any material transactions between
affiliates for either of the nine-month periods ended September 30, 2000 and
September 30, 1999.
During the quarter, the Company acquired an additional nine percent (9%)
ownership interest in Symphoni Interactive, LLC ("Symphoni") for $2,500,000. As
a result of this step acquisition, we have restated prior periods to include the
operating results and financial position of Symphoni with no change in net
income for these periods.
3. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per
share:
<TABLE>
<CAPTION>
Three months ended September 30, Nine months ended September 30
---------------------------------- ------------------------------
2000 1999 2000 1999
-------- ------- ------- -------
<S> <C> <C> <C> <C>
Basic income/(loss) per share:
(Loss)/income from continuing operations $(4,729) $ 8,142 $ 3,430 $20,864
(Loss)/income from discontinued operations (283) (533) (2,303) 9,352
-------- ------- ------- -------
Net income/(loss) $(5,012) $ 7,609 $ 1,127 $30,216
Divided by:
Weighted average shares outstanding 50,412 50,440 50,245 50,380
Income/(loss) per share - Basic:
Income/(loss) per share from continuing operations (0.09) 0.16 0.07 0.41
Income/(loss) per share from discontinued operations (0.01) (0.01) (0.05) 0.19
-------- ------- ------- -------
Total income/(loss) per share - Basic (0.10) 0.15 0.02 0.60
Diluted income/(loss) per share:
Income/(loss) per share from continuing operations $(4,729) $ 8,142 $ 3,430 $20,864
Income/(loss) from discontinued operations (283) (533) (2,303) 9,352
-------- ------- ------- -------
Net income/(loss) $(5,012) $7,609 $ 1,127 $30,216
Divided by:
Weighted average shares outstanding 50,412 50,440 50,245 50,380
Dilutive effect of common stock equivalents 38 1,070 833 360
Dilutive effect of convertible securities - 550 - 600
-------- ------- ------- -------
Diluted average shares of common shares 50,450 52,060 51,078 51,340
Income/(loss) per share - Diluted:
Income/(loss) per share from continuing operations (0.09) 0.16 0.07 0.41
Income/(loss) per share from discontinued operations (0.01) (0.01) (0.05) 0.18
-------- ------- ------- -------
Total income/(loss) per share - Diluted (0.10) 0.15 0.02 0.59
</TABLE>
For the three months and nine months ended September 30, 2000, options to
purchase 249,500 and 766,800 shares as well as 1,387,000 shares reserved for
issuance upon conversion of a convertible promissory note have not been included
in the diluted calculation of earnings per share as their effect would be
antidilutive.
<PAGE>
4. GAIN ON ISSUANCE OF STOCK BY SUBSIDIARIES AND AFFILIATES
In June 2000, the Company's wholly owned Indian subsidiary, Mascot Systems
Limited ("Mascot Ltd."), commenced its initial public offering of common stock
on the Indian stock exchange, issuing approximately 3 million shares at a price
of approximately $11 per share, raising $30.9 million in net proceeds. As a
result of the initial public offering, the Company's ownership interest in
Mascot Ltd. was reduced to approximately 88.9%. The Company recorded a pre-tax
gain of $26.9 million in accordance with Staff Accounting Bulletin 51, as a
result of Mascot Ltd.'s initial public offering.
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 reevaluated the way the Company is to be managed,
beginning in the third quarter of 2000. As a result, the operating units of the
Company were recast into six continuing reporting segments, which have been
defined by management based primarily on the scope of services offered by each
segment. The 1999 segment information has been restated accordingly for
comparative purposes.
The Company's six continuing reporting segments are as follows: (1) Emplifi -
consists of the Company's wholly owned subsidiary Emplifi, Inc., which provides
web integration services; (2) Mascot - consists of Mascot Ltd., the Company's
subsidiary that is publicly held in India, which provides offshore web-focused
services; (3) eJIVA - consists of the Company's wholly-owned subsidiary eJIVA,
Inc., which provides customer care and internet trading solutions; (4) Emerging
eServices - encompasses several subsidiaries that provide application services
in business intelligence management, web integration in foreign and domestic
markets, and e-Vendor management services; (5) Value Services - encompasses
several subsidiaries that provide co-managed services; and (6) iGate Corporate
- a non-revenue producing segment which captures corporate costs, joint ventures
and other strategic investment activity.
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 income or loss from operations. The Company does not
allocate income taxes, other income or expense and non-recurring charges to
segments. In addition, the Company accounts for inter-segment sales and
transfers at current market prices.
Revenues and total assets by geographic area consisted of the following:
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
2000 1999
-------- --------
<S> <C> <C>
Revenues:
North America $241,272 $176,550
Europe 30,948 29,036
Pacific Rim 16,356 11,842
-------- --------
Total Sales 288,576 217,428
======== ========
</TABLE>
<TABLE>
<CAPTION>
Three Months Ended
September 30,
2000 1999
-------- --------
<S> <C> <C>
Revenues:
North America $ 84,422 $ 64,638
Europe 11,245 9,938
Pacific Rim 6,552 4,420
-------- --------
Total Sales 102,219 78,996
======== ========
</TABLE>
<TABLE>
<CAPTION>
September 30,
2000 1999
-------- --------
<S> <C> <C>
Total assets of continuing operations:
North America $269,567 $192,587
Europe 20,713 21,087
Pacific Rim 45,168 18,044
-------- --------
Total Assets 335,448 231,718
======== ========
</TABLE>
<PAGE>
The following tables present selected financial information for the Company's
continuing reporting segments as of and for the three month and nine month
periods ended September 30, 2000 and September 30, 1999 (in thousands):
<TABLE>
<CAPTION>
Nine Months Ended September 30, 2000
---------------------------------------------------------------------------------------------------
Emplifi Mascot Ltd. eJIVA Emerging eServices Value Services iGate Capital Total
-------- ----------- -------- ------------------ -------------- ------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues $ 94,760 $ 42,588 $ 57,559 $ 42,843 $ 53,958 $ 291,708
Intersegment sales (1,523) (642) (456) - (511) $ (3,132)
-------- --------- -------- -------- -------- -------- ---------
Reported revenues 93,237 41,946 57,103 42,843 53,447 - 288,576
Direct costs 59,578 23,852 30,892 25,418 41,832 181,572
-------- --------- -------- -------- -------- -------- ---------
Gross Margin 33,659 18,094 26,211 17,425 11,615 - 107,004
Operating expenses 19,100 13,177 30,658 27,081 9,588 16,536 116,140
-------- --------- -------- -------- -------- -------- ---------
Operating income (loss) $ 14,559 $ 4,917 $ (4,447) $ (9,656) $ 2,027 (16,536) (9,136)
======== ========= ======== ======== ========
Equity in losses of
affiliated companies 9,471 9,471
Minority interest (639) (639)
Other (income) expense, net 3,174 3,174
(Gain) from Mascot IPO (26,853) (26,853)
Provision for income taxes 2,281 2,281
-------- ---------
Income (loss) from continuing
operations $ 592 $ 3,430
======== =========
<CAPTION>
Nine Months Ended September 30, 1999
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues $ 72,467 $ 45,561 $ 46,420 $ 33,890 $22,443 $ - $ 220,781
Intersegment sales (82) (3,252) - - (19) - (3,353)
-------- --------- -------- -------- ------- -------- ---------
Reported revenues 72,385 42,309 46,420 33,890 22,424 - 217,428
Direct costs 43,226 23,097 23,162 20,133 16,275 125,893
-------- --------- -------- -------- ------- -------- ---------
Gross margin 29,159 19,212 23,258 13,757 6,149 - 91,535
Operating expenses 9,969 12,895 13,453 9,309 3,554 10,471 59,651
-------- --------- -------- -------- ------- -------- ---------
Operating income (loss) $ 19,190 $ 6,317 $ 9,805 $ 4,448 $ 2,595 (10,471) 31,884
======== ========= ======== ======== =======
Equity in losses of
affiliated companies 93 93
Minority interest (50) (50)
Other (income) expense, net (2,494) (2,494)
Merger-related expenses 1,727 1,727
Provision for income taxes 11,744 11,744
-------- ---------
Income (loss) from continuing
operations $(21,491) $ 20,864
======== =========
<CAPTION>
Three Months Ended September 30, 2000
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues $ 33,653 $16,329 $ 20,445 $ 16,772 $16,303 $ - $ 103,502
Intersegment sales (738) - (405) - (140) (1,283)
-------- -------- -------- --------- ------- -------- --------
Reported revenues 32,915 16,329 20,040 16,772 16,163 - 102,219
Direct costs 20,224 8,860 11,057 9,021 12,829 61,991
-------- -------- -------- --------- ------- -------- --------
Gross margin 12,691 7,469 8,983 7,751 3,334 - 40,228
Operating expenses 7,088 5,129 11,249 10,393 3,094 5,846 42,799
-------- -------- -------- --------- ------- -------- --------
Operating income (loss) $ 5,603 $ 2,340 $ (2,266) $ (2,642) $ 240 (5,846) (2,571)
======== ======== ======== ========= ======= ======== ========
Equity in losses of
affiliated companies 4,291 4,291
Minority interest 86 86
Other (income) expense, net 939 939
Provision (credit) for
income taxes (3,158) (3,158)
-------- --------
Loss from continuing
operations $ (8,004) $ (4,729)
======== ========
<CAPTION>
Three Months Ended September 30, 1999
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues $26,308 $17,791 $16,877 $11,780 $7,488 $ - $ 80,244
Intersegment sales - (1,229) - - (19) - (1,248)
------- ------- ------- ------- ------ -------- --------
Reported revenues 26,308 16,562 16,877 11,780 7,469 - 78,996
Direct costs 15,877 8,921 8,377 6,830 5,299 45,304
------- ------- ------- ------- ------ -------- --------
Gross margin 10,431 7,641 8,500 4,950 2,170 - 33,692
Operating expenses 3,485 4,535 5,143 3,319 1,417 3,799 21,698
------- ------- ------- ------- ------ -------- --------
Operating income (loss) $ 6,946 $ 3,106 $ 3,357 $ 1,631 $ 753 $ (3,799) 11,994
======= ======= ======= ======= ======
Equity in losses of
affiliated companies 93 93
Minority interest (50) (50)
Other (income) expense, net (825) (825)
Provision for income taxes 4,634 4,634
-------- --------
Income (loss) from continuing
operations $ (7,651) $ 8,142
======== ========
</TABLE>
(1) Corporate activities that are not allocated to business segments include:
general corporate expenses, eliminations of intersegment transactions,
equity in losses of affiliated companies, minority interest and interest
income and expense. The Company evaluates segments based on income from
operations. This basis is not necessarily a measure computed in accordance
with generally accepted accounting principles and it may not be comparable
to other companies. Additionally, the Company does not allocate assets and
capital additions to the business segments.
(2) Merger related expenses are considered part of operating expenses.
<PAGE>
6. DISCONTINUED OPERATIONS
In April of 2000 the Company's board of directors approved a plan to divest the
Company of the Staffing division. Accordingly, the Staffing segment is being
treated as a discontinued operation for financial reporting purposes. The
Staffing segment operates in the United States, Canada and Australia, and
primary assets consist of a staff of more than 1,100 IT professionals, existing
client relationships and support infrastructure.
7. SUBSEQUENT EVENTS
On November 9, 2000, Sunil Wadhwani and Ashok Trivedi each purchased 421,052
newly-issued shares of the registrant's Common Stock at a price per share of
$5.9375, the closing price of a share of the registrant's Common Stock
on November 8, 2000 as reported in The Wall Street Journal. The closing price
per share for the registrant's Common Stock on September 30, 2000, as reported
in the Wall Street Journal, was $5.19.
(f) 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
September 30, 2000, the related condensed consolidated statements of income,
shareholders' equity and cash flows for the three-month and nine-month periods
ended September 30, 2000 and 1999 and the statement of cash flows for the nine-
month periods ended September 30, 2000 and 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 auditing standards generally accepted in the United States, 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, we expressed an unqualified
opinion on that statement. 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,
November 7, 2000
<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 "1999 Form 10-K"). The following
discussion should also be read in conjunction with the condensed consolidated
financial statements and notes thereto appearing elsewhere in this Quarterly
Report on Form 10-Q ("Form 10-Q"). 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. As used herein, "iGate Capital" or the "Company" shall mean
iGate Capital Corporation and each of its consolidated subsidiaries.
This 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.
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 information technology ("IT") services
and electronic commerce services ("eServices") to large and medium-sized
organizations. Mastech Systems Corporation ("Mastech Systems"), a Pennsylvania
corporation through which the business of the Company has been conducted since
Mastech Systems was formed in July 1986, is an indirect, wholly owned subsidiary
of iGate Capital Corporation.
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, enterprise resource planning ("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.
Until March 2000, the majority of our business was conducted through 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. At this time we segmented our business into "Staffing" and "Solutions"
divisions. During April 2000, we decided to divest the "Staffing" segment. For
reporting purposes, our Staffing segment is being treated as a discontinued
operation for each of the periods presented.
As our business and the eServices market sector continues to evolve, we continue
to look for ways to manage our businesses in a manner that best reflects our
business plan and overall Company vision. In September 2000 we decided to recast
our reporting segments. We believe that this new multi-segment approach will
allow us to manage our business more efficiently and will provide the readers of
our financial statements with a better understanding of the manner in which
iGate currently operates.
<PAGE>
Our six recast reporting segments are as follows: (1) Emplifi - consists
of the Company's wholly owned subsidiary Emplifi, Inc., which provides web
integration services; (2) Mascot - consists of Mascot Ltd., the Company's
subsidiary that is publicly held in India, which provides offshore web-focused
services; (3) eJIVA - consists of the Company's wholly-owned subsidiary eJIVA,
Inc., which provides customer care and internet trading solutions; (4) Emerging
eServices - encompasses several subsidiaries taht provide application services
in business intelligence management, web integration in foreign and domestic
markets, and e-Vendor management services; (5) Value Services - encompasses
several subsidiaries that provide co-managed services; and (6) iGate Corporate -
a non-revenue producing segment which captures corporate costs, joint venture
and other strategic investment activity.
Our majority owned subsidiary operating companies as of September 30, 2000
include Emplifi, Inc., a web based integrator; Mascot Ltd., a provider of
offshore web-focused services; RedBrigade Limited ("RedBrigade"), a web
integrator for the European marketplace; Chen & McGinley, Inc. ("CMI"), a
provider of application solutions; eJIVA, Inc., a provider of customer care and
Internet trading solutions; Ex-tra-net, Inc., a provider of e-Vendor management
services that conducts business under the name of itiliti ("itiliti");
Innovative Resource Group, Inc. ("IRG"), specializing in business intelligence
management; Symphoni Interactive, LLC ("Symphoni"), a provider of web-focused
services for the financial services industry (during the quarter ended September
30, 2000 we increased our 50% ownership interest in Symphoni such that we are
now the majority owner); Global Financial Services of Nevada, Inc. ("GFS), a
provider of trade processing services for the financial services industry; and
Direct Resources (Scotland) Ltd. ("Direct Resources"), a provider of staff
augmentation services in Scotland. RedBrigade, itiliti, IRG and Symphoni are
included in the Emerging eServices reporting segment, and CMI, GFS and Direct
Resources are included in the Value Services reporting segment.
Emplifi, Inc., eJIVA, Inc., CMI, GFS, Direct Resources and RedBrigade earn
a substantial portion of their revenues on a time-and-materials basis as
services are performed. Mascot Ltd. and Symphoni earn revenues on a time-and-
materials basis and on a proportional performance basis, based upon a fixed
price. itiliti 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 three-
month and nine-month periods ended September 30, 2000.
We currently have two joint ventures, each of which are 50% owned: Synerge,
LLC, which does business under the name of iProcess ("iProcess"), a provider of
web based business process outsourcing, and Planning Technologies, Inc. ("PTI"),
specializing in enterprise networking solutions in the telecommunications
industry. We also hold a 23% equity ownership in Air2Web, an Application Service
Provider ("ASP") in the wireless industry delivering Internet applications
directly to mobile users. These investments are accounted for under the equity
method of accounting, and our proportionate share of each affiliate's net losses
and amortization of our net excess investment over our net equity in each
affiliate's net assets is included in "Equity in losses of affiliates" section
of the income statement.
In February 2000, we started our first eServices venture fund, iGate
Ventures I, L.P. (the "Venture Fund"), which has since changed its name to
Highgate Ventures I, L.P. Since inception, the Venture Fund has purchased
investments in eServices companies ranging in ownership from 1% to 19.9%. The
Venture Fund accounts for its investments in Versata, Inc. ("Versata"), a
publicly-traded software and eServices company, and Speechworks International,
Inc. ("Speechworks"), a publicly-traded software company, as available for sale
securities in accordance with Statement of Financial Accounting Standards No.
115, "Accounting for Certain Investments in Debt and Equity Securities." 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. The Venture Fund recognizes its proportionate share of
income or loss in its VCampus, Inc. ("VCampus") investment under the equity
method of accounting as "equity in losses of affiliated companies" on the
consolidated income statement. The Venture Fund's other investments are
accounted for at cost.
Three Months Ended September 30, 2000 Compared to Three Months Ended September
30, 1999
The following discussion compares the quarters ended September 30, 2000 and
September 30, 1999, with our recast continuing reporting segments and without
our Staffing segment, which is being treated as discontinued operations.
Our revenues for the three months ended September 30, 2000 increased $23.2
million or 29.4% to $102.2 from $79.0 million for the three months ended
September 30, 1999. Emplifi and eJIVA revenues increased $6.6 million and $3.2
million, respectively, due to increased customer demand and new business. Our
Emerging eServices revenue increased $5.0 million due to the acquisitions of
IRG, itiliti, and our majority ownership interest in Symphoni, as well as
general overall growth of each of these companies. Value Services increased
revenue by $8.7 million due to increased customer demand and the acquisition of
<PAGE>
CMI, whose revenues were not included as part of the quarter ended September 30,
1999. Mascot Ltd.'s revenues decreased $0.3 million on a quarter-to-quarter
basis, with such decrease not traceable to any specific factor or factors.
Our direct costs for the three months ended September 30, 2000, increased
$16.7 million or 36.8% to $62.0 million from $45.3 million for the three months
ended September 30, 1999. The most significant factor contributing to the
increase in direct costs was our revenue growth and the acquisitions identified
in the preceding paragraph.
Selling, general and administrative ("SG&A") include all overhead costs
that we incur that are not directly associated with our revenue generating
consultants. These costs include salaries, depreciation, amortization, rent,
human resource and recruiting costs as well as communications and facilities
costs. Our SG&A expenses for the three months ended September 30, 2000 increased
$21.1 million to $42.8 million from $21.7 million for the three months ended
September 30, 1999. Our SG&A expenses as a percentage of revenue increased to
41.9% from 27.4% as compared to last year's corresponding period, mainly due to
the investments in management infrastructure at each of our operating companies.
We do not expect that our SG&A expenses will increase significantly over time
and believe that SG&A expenses will decrease as a percentage of revenue as our
businesses grow. We think we have the necessary management structure in each
segment to sustain our growth in future periods.
Equity in losses of affiliated companies for the quarter ended September
30, 2000 totaled $4.3 million and consisted of our share of net losses in our
joint ventures iProcess and PTI, and our equity investments, such as Air2Web
and VCampus. In the third quarter of 1999, our losses in affiliated companies
totaled $0.1 million. 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 in the third quarter of fiscal year 2000 totaled $0.94
million, as compared to $0.83 million of income for the comparable quarter in
fiscal year 1999. During the current period other expense increased as the
amount we paid in interest expense exceeded earnings on our investments.
Minority interest totaled $0.09 million for the third quarter of fiscal
year 2000, primarily reflecting minority interest in the net losses of our five
majority owned operating subsidiaries. We had $0.05 million of minority
interest in the third quarter of fiscal 1999.
Our income tax benefit was $3.2 million at an effective rate of 40.0% for
the quarter ended September 30, 2000 as compared to tax expense of $4.6 million
at an effective rate of 36.3% for the quarter ended September 30, 1999. Our
effective rate increased in the third quarter of 2000 primarily due to
nondeductible goodwill amortization charges that were incurred in connection
with our acquisitions.
For the three months ended September 30, 2000, our discontinued Staffing
segment had an after tax loss of $0.3 million as compared to an after tax loss
of $0.5 million for the comparable period in 1999. The after tax loss incurred
for the three months ended September 30, 1999 includes a one-time special charge
totaling $3.5 million related to winding down an existing customer in our
discountinued Staffing segment. Without the special charge we would have had
after tax income of $1.7 million for the third quarter of fiscal year 1999 using
an effective rate of 36.3%.
We incurred a loss from continuing operations of $2.6 million for the
quarter ended September 30, 2000, as compared to net income from continuing
operations of $12.0 million for the quarter ended September 30, 1999. Our net
loss for the current period is primarily due to costs that we have incurred in
establishing the necessary infrastructure for our recently formed operating
companies.
Nine Months Ended September 30, 2000 Compared to Nine Months Ended September 30,
1999
<PAGE>
The following discussion compares the nine months ended September 30, 2000
to the nine months ended September 30, 1999, with our recast continuing
reporting segments and without our Staffing segment, which is being treated as
discontinued operations.
Our revenues for the nine months ended September 30, 2000 increased $71.2
million or 32.7% to $288.6 million from $217.4 million for the nine months ended
September 30, 1999. Emplifi and eJIVA revenues increased $20.9 million and $10.7
million, respectively due to increased customer demand and new business. Our
Emerging eServices revenue increased $9.0 million due to the acquisitions of
IRG, itiliti, and our majority ownership interest in Symphoni, as well as
general overall growth of each of these companies. Value Services increased
revenue by $31 million due to increased customer demand and the acquisition of
CMI, whose revenues were not included as part of the nine months ended September
30, 1999. Mascot Ltd.'s revenue decreased $0.4 million on a comparable basis.
Our direct costs for the nine months ended September 30, 2000, increased
$55.7 million or 44.2 % to $181.6 million from $125.9 million for the nine
months ended September 30, 2000. The most significant factor contributing to
the increase in direct costs was our revenue growth and the acquisitions
identified in the preceding paragraph.
Selling, general and administrative ("SG&A") include all overhead costs
that we incur that are not directly associated with our revenue generating
consultants. These costs include salaries, depreciation, amortization, rent,
human resource and recruiting costs as well as communications and facilities
costs. Our SG&A expenses for the nine months ended September 30, 2000 increased
$56.4 million to $116.1 million from $59.7 million for the nine months ended
September 30, 1999. Our SG&A expenses as a percentage of revenue increased to
40.2 % from 27.5 % as compared to last year's corresponding period, mainly due
to the building of management infrastructure at each of our operating companies.
We do not expect that our SG&A expenses will increase significantly over time
and believe that SG&A expenses will decrease as a percentage of revenue as our
businesses grow. We think we have the needed management structure in each
segment to sustain our growth in future periods.
Equity in losses of affiliates for the nine months ended September 30,
2000, totaled $9.5 million and consisted of losses in our joint ventures
iProcess and PTI, and in our equity investments, such as Air2Web and VCampus.
For the nine months ended September 30, 1999, our losses in affiliated companies
totaled $0.1 million. 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 for the nine months ended September 30, 2000 totaled $3.2
million as compared to income of $2.5 million for the comparable nine month
period in fiscal 1999. During the current period, other expense increased as
the amount we paid in interest expense exceeded earnings on our investments.
Minority interest totaled $0.6 million for the nine months ended September 30,
2000, primarily reflecting minority interest in the net losses of our five
majority owned operating subsidiaries. Minority interest in the amount of $0.05
million for the nine months ended September 30, 1999 was related to our interest
in Symphoni.
We recognized a pretax gain of $26.9 million on the Mascot Ltd. initial
public offering during the nine months ended September 30, 2000. We had no
similar activity for the nine month period ended September 30, 1999.
We incurred no merger related expenses during the nine months ended
September 30, 2000. We incurred merger related expenses of $1.7 million for the
nine months ended September 30, 1999 related to our acquisition of The Amber
Group.
Our income tax expense was $2.3 million, at an effective rate of 40% for
the nine months ended September 30, 2000, as compared to tax expense of $11.7
million at an effective rate of 36% for the nine months ended September 30,
1999. Our effective rate increased in 2000 primarily due to nondeductible
goodwill amortization charges partially offset by the reversal of an income tax
accrual. Changes in the expected outcome of certain tax matters resulted in the
reversal of this accrual.
Our loss from our discontinued Staffing segment for the nine months ended
September 30, 2000, which consisted of Staffing costs in excess of Staffing
revenues, net of an income tax benefit at an effective rate of 40%, was $2.3
million. Staffing revenues exceeded Staffing costs for the nine months ended
September 30, 1999, as a consequence of the higher demand for Staffing services
in 1999, and we realized net income of $9.4 million for the nine months ended
September 30, 1999 for the Staffing segment.
<PAGE>
Income from continuing operations totaled $3.4 million for the nine months
ended September 30, 2000 as compared to net income from continuing operations of
$20.9 million for the nine months ended September 30, 1999. This decrease in
income from continuing operations is primarily due to the costs that we have
incurred in establishing the necessary infrastructure for our operating
companies.
Liquidity and Capital Resources
Our working capital position decreased $35.9 million from December 31, 1999
to September 30, 2000. During the nine months ended September 30, 2000 we used
a combination of cash, investment balances and proceeds from our revolving
credit facility for general operating purposes, acquisitions, investments, and
fundings of our joint ventures and certain operating subsidiaries in their
start-up phases. Our accounts receivable increased $31.3 million from period to
period and our days sales outstanding ("DSO") increased from 81 at December 31,
1999 to 90 at September 30, 2000. The increase in DSOs can be attributed to
increasing sales and revenue growth and delays in payment due to customer
confusion related to our March 2000 reorganization.
At September 30, 2000, we had cash and short-term investments of $18.7
million and $43.6 million, respectively, as compared to cash and short-term
investments of $23.6 million and $75.4 million, respectively, at December 31,
1999. Short-term investments at December 31, 1999 consisted mainly of tax-exempt
bonds, as compared to our current portfolio which has a higher concentration of
short-term commercial paper and other short-term investments which provide us
with a more liquid investment portfolio. Liquidity and the ability to access
cash quickly is an important factor in enabling us to implement our new business
strategy.
During the nine months ended September 30, 2000, we used $52.9 million for
acquisitions of operating subsidiaries, investments in eServices companies
through the Venture Fund, and capital contributions to our existing joint
ventures iProcess and PTI. During the quarter ended September 30, 2000, we
purchased additional equity in Symphoni, resulting in our ownership of a
majority of the outstanding equity in Symphoni, which previously had been a 50%-
owned joint venture.
The Venture Fund made investments in VCampus, Versata, Brainbench, Inc.,
Xpede, Inc., Bluewater Information Convergence, Inc., eNPD and Speechworks. We
also purchased a 25% investment in Air2Web with a combination of cash and
stock, which investment has since been diluted to a 23% interest.
Capital expenditures for the for the nine month periods ended September 30,
2000, and September 30, 1999, were $8.4 million and $4.1 million, respectively,
and were of a normal and recurring nature for each of the comparative periods.
Mascot Ltd., our Indian subsidiary, successfully completed an initial
public offering in March 2000, which generated $30.9 million of proceeds, net of
offering costs. As part of Indian governmental regulations, all proceeds from
the offering must remain in India, thus we do not have direct access to the
funds. However, we believe that it is in our best business interests that the
funds stay in India as it is likely that Mascot Ltd. will have the ability to
grow its business internally and through acquisitions without drawing on funds
from iGate Capital Corporation.
Through the nine months ended September 30, 2000, we have received $8.7
million of cash proceeds upon exercise of employee stock options.
Effective August 1, 2000 we entered into a new, $50 million secured credit
facility (the "New PNC Facility") with PNC Bank, N.A. ("PNC"). The new facility
replaced an existing $75 million unsecured line of credit with PNC. The new
agreement and related covenants have been revised to accommodate our new
business plan and approach to doing business. The New PNC Facility provides a
maximum loan amount of $50 million, subject to the balance of our accounts
receivable and certain other factors. The New PNC Facility requires us to
maintain an aggregate of $30 million in cash and cash equivalents, of which cash
and cash equivalents in the amount of $25 million have been pledged to PNC. This
facility matures on October 1, 2001. At September 30, 2000, we had drawn $42
million under the New PNC Facility and had no ability as of that date to draw
down additional funds. Currently cash in the amount of $8 million is available
to be drawn under the New PNC facility.
On July 22, 1999, we completed a private placement of a $30,000,000
Convertible Promissory Note ( as amended, 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 interest payments were made on the note on
January 31, 2000 and July 31, 2000. The GE Note is convertible at
<PAGE>
any time after July 22, 2002 through its maturity, at the option of the holder,
into shares of the registrant's 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. In conjunction with
entering into the New PNC Credit Facility, we amended the GE Note effective
August 1, 2000 to provide GE Capital with a more favorable conversion price and
to provide for revised revenue targets. As of September 30, 2000, the GE
conversion price was above the fair market value of the registrant's Common
Stock. We also paid down $10 million on the GE Note and the current outstanding
principal amount is $20 million.
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 $12 million over the twelve-month period
ending September 30, 2001.
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, acquisitions, incubations and to fund our joint
ventures during their start-up phases. We believe our operating expense needs
for all of our existing operations and investments for the twelve months ending
September 30, 2001 can be met through a combination of operating cash flow,
proceeds from the anticipated sale of our Staffing division, proceeds from the
sale of some of our publicly-traded Venture Fund investments, available cash
balances and unused borrowings under the New PNC Facility. Our ability to
acquire and incubate new companies, make new Venture Fund investments and fund
new joint ventures will be entirely dependent on the amount of excess cash
generated from our operating companies and our ability to raise capital from
outside sources. We cannot provide assurances that we will generate sufficient
excess cash to acquire and incubate new companies and make new investments, or
that we will be able to raise cash through additional borrowings and/or equity
issuances on terms acceptable to us.
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.
During the fourth quarter of 1999, The Securities and Exchange Commission
released Staff Accounting Bulletin No. 101, "Revenue Recognition" ("SAB No.
101"), to provide guidance on the recognition, presentation and disclosure of
revenue in financial statements. SAB No. 101 explains the SEC's general
framework for revenue recognition. SAB 101 does not change existing literature
on revenue, but rather clarifies the SEC's position on preexisting literature.
We must adopt SAB No. 101 by December 31, 2000. While we have not completed our
review of the effects of SAB No. 101, we do not presently believe that its
adoption will have a significant impact on our financial position and results of
operations.
<PAGE>
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.
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 June 30, 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, and 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
<PAGE>
adversely affected. On October 17, 2000, the "American Competitiveness in the
Twenty-First Century Act" (the "American Competitiveness Act") was signed into
law, and the annual H-1B visa quota for each of the next three fiscal years was
increased to 195,000. In addition, certain provisions of the American
Competitiveness Act make it likely that there will not be any H-1B "black out
periods" as there have been in the past. We note that a companion bill
increased the special H-1B training filing fee from $500 to $1,000, and that the
Competitiveness Act now permits permanent resident applicants to change
employers under certain conditions, which could adversely impact employee
retention rates among the Company's non-citizen/non-permanent resident
consultants.
Increasing Significance of Non-U.S. Operations and Risks of International
Operations
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 New PNC 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. In addition, the New PNC Facility requires that we maintain an aggregate
of $30
<PAGE>
million in cash and equivalents at all times during the term of the New PNC
Facility, of which cash and cash equivalents in the amount of $25 million have
been pledged to PNC for the term of the New PNC Facility. These restrictions on
our cash and cash equivalents may restrict our ability to make investments in
new and existing businesses.
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.
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
<PAGE>
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.
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
<PAGE>
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.
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.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
On June 30, 1998, we entered into a foreign exchange contract with PNC to hedge
our foreign exchange exposure on certain intercompany debt. The contract
initially provided for maturation on September 30, 1998 and was extended on a
quarterly basis, until June 30, 2000, when we decided to extend the contract on
a monthly basis. The contract has since been extended to November 15, 2000.
The outstanding contract is for the sale by iGate Capital Corporation of 7
million Canadian dollars at an exchange rate of 1.5255 (US $4,588,659). When the
contract matures on November 15, 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. If the then prevailing exchange rate is lower then
1.5255, we will record a gain for the difference between the spot rate and the
contract rate. Conversely, if the spot rate is higher than 1.5255, we will
record a loss equal to the difference between the spot rate and the contract
rate. At September 30, 2000, the USD/CAD exchange rate was $1.5027.
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 adverse effect on the business or
financial condition of the Company.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
<PAGE>
See Item 5 below.
ITEM 5. OTHER INFORMATION
On November 9, 2000, Sunil Wadhwani and Ashok Trivedi each purchased 421,052
newly-issued shares of the registrant's Common Stock at a price per share of
$5.9375, the average closing price of a share of the registrant's Common Stock
on November 8, 2000 as reported in The Wall Street Journal. Messrs. Wadhwani
and Trivedi are shareholders, directors and officers of the registrant. The
Company plans to use the $5 million in cash proceeds for general corporate
purposes.
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 First Amendment to Note Purchase Agreement and Waiver dated August 1, 2000
by and between iGate Capital Corporation and GE Capital Equity
Investments, Inc.
10.2 Credit Agreement dated August 1, 2000 by and among iGate Capital
Corporation, as borrower, and the financial institutions party thereto, as
lenders and PNC Bank, National Association, as Agent and as Swing Loan
Lender and Issuing Bank
23.1 Consent of Independent Public Accountants
27.1 Financial Data Schedule for the nine months ended September 30, 2000
(b) Reports on Form 8-K:
The Company did not file a Form 8-K during the three months ended September
30, 2000.
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: November 14, 2000 /s/ Sunil Wadhwani
---------------------------
Co-Chairman, Chief Executive Officer
and Director
Dated: November 14, 2000 /s/ Bruce E. Haney
---------------------------
Managing Director, Chief Financial
Officer, Treasurer and Secretary
