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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 March 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ----- to -----
Commission file number 333 34 477
GLOBAL DECISIONS GROUP LLC
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(Exact name of registrant as specified in its charter)
Delaware 13-3963605
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
c/o McCARTHY, CRISANTI & MAFFEI, INC.
590 MADISON AVENUE, NEW YORK, NY 10022
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(Address of principal executive offices)
(Zip Code)
212 - 896 - 7510
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(Registrant's telephone number, including area code)
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(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
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 / / No /x/.
At July 22, 1998 there were 4,838,710 limited liability company units
outstanding.
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PART I FINANCIAL INFORMATION
2
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GLOBAL DECISIONS GROUP LLC
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTERLY PERIOD ENDED
MARCH 31, 1998
(UNAUDITED)
<PAGE> 4
GLOBAL DECISIONS GROUP LLC
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in 000's except per unit and unit amounts)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
ASSETS 1998 1997
------- -------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 4,210 $15,979
Accounts receivable, net of allowance for doubtful accounts of $557
at March 31, 1998 and $307 at December 31, 1997 15,575 4,387
Prepaid expenses and other assets 1,359 397
------- -------
Total current assets 21,144 20,763
Furniture, equipment and leasehold improvements, net 3,368 1,842
Intangible assets, net 65,986 17,497
Other assets 696 455
------- -------
Total assets $91,194 $40,557
======= =======
LIABILITIES AND MEMBERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 4,622 $ 2,370
Deferred revenue 10,065 70
Income taxes payable 1,299 2,012
Bank loans payable 1,020 577
Payroll and benefit-related liabilities 4,931 2,405
------- -------
Total current liabilities 21,937 7,434
Long term debt 15,000 --
Deferred income taxes payable 4,418 456
Other liabilities, including minority interest 1,089 1,068
------- -------
Total liabilities 42,444 8,958
Commitments and contingencies
Redeemable voting LLC units:
Voting LLC units, 275,530 and 168,655 units issued and outstanding at
redemption value of $11.05 and $10.47 per unit at March 31, 1998 and
December 31, 1997, respectively, less notes receivable from members of
$885 at March 31, 1998 and December 31, 1997 2,159 880
Members' equity:
Voting LLC units, 4,563,179 and 3,170,054 issued and outstanding
at March 31, 1998 and December 31, 1997, respectively 38,176 22,182
Undistributed earnings 8,415 8,537
------- -------
Total members' equity 46,591 30,719
------- -------
Total liabilities and members' equity $91,194 $40,557
======= =======
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
1
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GLOBAL DECISIONS GROUP LLC
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In 000's except per unit and unit amounts)
<TABLE>
<CAPTION>
THREE MONTHS THREE MONTHS
ENDED ENDED
MARCH 31,1998 MARCH 31,1997
----------- ----------
<S> <C> <C>
Revenues:
Research services $ 14,491 $ 9,787
Expenses:
Sales, distribution, administrative and 14,081 7,679
other operating
Amortization of intangibles 529 195
----------- ----------
Total expenses 14,610 7,874
Operating (loss) income (119) 1,913
Other income - net 217 129
Interest expense (142) --
----------- ----------
(Loss) income before income taxes (44) 2,042
Income taxes (20) 953
----------- ----------
Net (loss) income $ (24) $ 1,089
=========== ==========
Per LLC unit:
Net (loss) income per LLC unit:
- Basic and diluted $ (0.01) $ 0.33
Weighted-average units outstanding 4,108,980 3,319,598
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
2
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GLOBAL DECISIONS GROUP LLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in 000's)
<TABLE>
<CAPTION>
THREE MONTHS THREE MONTHS
ENDED ENDED
MARCH 31,1998 MARCH 31,1997
------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (24) $ 1,089
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 598 286
Grant of LLC units 1,181 --
Changes in assets and liabilities, net
of effect of acquisition of CERA (3,922) (688)
-------- --------
Net cash (used in) provided by operating activities (2,167) 687
-------- --------
Cash flows used in investing activities:
Acquisition of CERA, net of cash acquired (24,931) --
Capital expenditures (114) (46)
-------- --------
Net cash used in investing activities (25,045) (46)
-------- --------
Cash flows from financing activities:
Net bank loan issuances (repayments) 443 (30)
Issuance of long term debt 15,000 --
-------- --------
Net cash provided by (used in) financing activities 15,443 (30)
Net (decrease) increase in cash (11,769) 611
Cash and cash equivalents at beginning of year 15,979 9,877
-------- --------
Cash and cash equivalents at March 31 $ 4,210 $ 10,488
======== ========
Supplemental information on business acquired:
Fair value of assets acquired $ 58,835
Less: liabilities assumed (14,126)
LLC units issued (15,394)
Options issued (600)
Direct transaction costs paid in 1997 (1,809)
--------
Cash paid 26,906
Less: cash acquired (1,975)
--------
Net cash paid $ 24,931
========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
3
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GLOBAL DECISIONS GROUP LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION:
MCM Group, Inc. ("MGI" or the "Predecessor Company"), a Delaware
corporation, was incorporated on August 21, 1996 as a wholly owned
subsidiary of VK/AC Holding, Inc. ("Holding"). On that date, Holding was a
majority owned subsidiary of The Clayton & Dubilier Private Equity Fund IV
Limited Partnership ("C&D Fund IV"), which is managed by Clayton Dubilier
& Rice, Inc. Prior to August 31, 1996, McCarthy, Crisanti & Maffei, Inc.
("MCM") was a wholly owned subsidiary of Holding. On August 31, 1996,
Holding's ownership interest in MCM was transferred to MGI. On August 31,
1996, 100% of the outstanding Class A common stock of MGI was distributed
to the stockholders of record of Holding as a dividend on their shares of
Holding's common stock. Upon the distribution, MGI became a majority owned
subsidiary of C&D Fund IV.
Global Decisions Group LLC, the successor company ("GDG"), a Delaware
limited liability company was formed by MGI and MCM on June 30, 1997, for
the purpose of effecting the Merger, as discussed in Note 2, whereby a
wholly owned subsidiary of GDG was merged into MGI on February 12, 1998,
with MGI as the surviving corporation. Pursuant to this Merger each
outstanding share of MGI common stock was converted into the right to
receive limited liability company units of GDG. Therefore, the Merger has
been accounted for in a manner similar to the pooling of interests method
due to the common ownership of MGI and GDG.
The financial statements include the accounts of GDG, MGI and MCM and its
subsidiaries (collectively, "the Company") and reflect the exchange of MGI
common stock for GDG units in the Merger. All material intercompany
accounts and transactions have been eliminated in consolidation.
The accompanying unaudited condensed consolidated financial statements
reflect all adjustments considered necessary by management to present
fairly the Company's consolidated financial position as of March 31, 1998,
and December 31, 1997, and the consolidated results of operations and the
consolidated cash flows for the three-month periods ended March 31, 1998
and 1997. The statement of income for the three months ended March 31,
1997 has been derived from the unaudited financial statements of the
Predecessor Company for such period. All adjustments reflected in the
accompanying unaudited condensed consolidated financial statements are of
a normal recurring nature. The results of operations for the respective
interim periods are not necessarily indicative of the results to be
expected for the full year.
4
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GLOBAL DECISIONS GROUP LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Unaudited)
2. MERGER AND EXCHANGE TRANSACTION:
On August 1, 1997, MGI entered into the Plan of Merger and Exchange
Agreement (the "Merger Agreement") by and among MGI, GDG, the stockholders
of Cambridge Energy Research Associates, Inc. ("CERA"), and The Goldman
Sachs Group, L.P. ("Goldman"). On February 12, 1998, in accordance with
the Merger Agreement, GDG Merger Corporation, a wholly owned subsidiary of
GDG which was formed specifically for the purpose of the Merger, was
merged into MGI (the "Merger"). MGI was the surviving corporation and
became a wholly owned subsidiary of GDG. Each share of MGI Class A and
Class C common stock ceased to be outstanding and was converted into the
right to receive 9.55555 limited liability company units of GDG ("Units"),
as provided in the Merger Agreement.
The CERA stockholders exchanged each outstanding share of common stock and
non-voting common stock of CERA for 5.17956 Units, 1,243,125 Units in
total, the contingent right to receive from 0.49875 to 2.94851 additional
Units, and a contingent option to purchase 0.37028 additional Units.
Goldman exchanged a portion of its limited partnership interest in
Cambridge Energy Research Associates Limited Partnership ("CERA LP"),
which was immediately transferred to CERA, for 150,000 Units, the
contingent right to receive from 14,444 to 85,389 additional Units, and a
contingent option to purchase 9,874 additional Units. The contingent
rights and the contingent options are subject to the attainment of certain
revenue growth rates by CERA.
On February 11, 1998, MCM entered into a five year revolving credit
agreement with Chase Manhattan Bank and Bank of America National Trust and
Savings Association which provides for a $30,000,000 facility. In
accordance with the Merger Agreement, on February 12, 1998, MCM loaned
$25,000,000 to CERA. CERA used these funds to distribute $21,510,000 to
its stockholders and to purchase a portion of the limited partnership
interest in CERA LP from Goldman for $2,390,000.
As a result of these transactions, CERA became a wholly owned subsidiary
of GDG, and CERA LP was dissolved and its assets and liabilities
transferred to CERA.
The acquisition of CERA on February 12, 1998, for approximately
$46,000,000 ($16,000,000 in Units and $30,000,000 in cash) has been
accounted for as a purchase in accordance with Accounting Principles Board
Opinion No. 16. Intangibles (principally goodwill) of approximately
$46,000,000 arising on the acquisition are to be amortized over their
estimated useful lives of five to twenty-five years. As of March 31, 1998,
the Company capitalized approximately $6,000,000 of acquisition costs as
an addition to intangible assets. Upon the closing of the transaction,
amortization of such costs commenced. In addition, the Company
5
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GLOBAL DECISIONS GROUP LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Unaudited)
1
recorded deferred tax liabilities of $5,700,000 arising from the purchase
of identifiable intangible assets.
Under the terms of the Merger Agreement, on February 23, 1998, CERA
employees were granted an aggregate of 106,875 Units in accordance with
the CERA LLC Unit Grant Plan. As a result, the Company recorded a one-time
charge of $1,716,000 against earnings, including employees' related income
tax benefits of $535,000. The Company also granted the employees
contingent rights to receive 10,291 to 60,840 Units, and options to
purchase 231,500 Units. The contingent rights are subject to the
attainment of certain revenue growth rates by CERA.
Had the acquisition of CERA occurred on January 1, 1997, the unaudited pro
forma revenues, net income and basic earnings per Unit for the three
months ended March 31, 1998 and 1997, would have been $18,358,000,
$217,000 and $0.04 and $17,470,000, $83,000 and $0.02, respectively. The
pro forma results are based on various assumptions and are not necessarily
indicative of what would have occurred had the transaction been
consummated on January 1, 1997.
3. PER UNIT AMOUNTS:
Options outstanding at March 31, 1998, have been excluded from the diluted
loss per Unit calculation in 1998 because to include such Units would be
antidilutive.
Options outstanding at March 31, 1997, have been excluded from the diluted
earnings per Unit calculation in 1997 because the options' exercise prices
were greater than the average fair value during the period.
6
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GLOBAL DECISIONS GROUP LLC
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
On April 21, 1997, the Board of Directors of MCM Group, Inc. ("MGI") voted to
change MGI's fiscal accounting year to begin July 1 and end June 30. MGI had
been operating under a fiscal year that began January 1 and ended December 31.
As a result of this action, the Company's 1998 fiscal year will end on June 30,
1998, and will be covered by a report filed on Form 10-K.
7
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GLOBAL DECISIONS GROUP LLC
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
The following is a discussion and analysis of the historical consolidated
results of operations and financial condition of Global Decisions Group LLC (the
"Company", "GDG"or the "Parent") and its subsidiaries and factors affecting
their financial resources. This discussion should be read in conjunction with
GDG's unaudited condensed consolidated financial statements and the notes
thereto.
The following discussion will assist in the understanding of the Company's
financial position and results of operations. The information below should be
read in conjunction with the financial statements, the related notes to the
financial statements and the Company's special report on Form 10-K for the year
ended December 31, 1997. The results for the three month periods for each year
are not comparable due to the acquisition of CERA on February 12, 1998. CERA's
results are included in the 1998 numbers from that date to March 31, 1998, but
its results are not included in the Company's results for the same period in
1997.
MCM Group, Inc ("MGI") and Cambridge Energy Research Associates, Inc.
("CERA") are each wholly owned subsidiaries of GDG (see "Merger and Exchange
History") and are operated as separate though affiliated businesses.
MERGER AND EXCHANGE HISTORY
GDG was formed in connection with the Plan of Merger and Exchange
Agreement dated as of August 1, 1997 (the "Merger Agreement") by and among MGI,
GDG, GDG Merger Corporation, the stockholders of CERA, and The Goldman Sachs
Group, L.P. On February 11, 1998 in accordance with the Merger Agreement,
McCarthy, Crisanti & Maffei, Inc. ("MCM, Inc."), the principal direct subsidiary
of MGI, entered into a five year revolving credit agreement with the Chase
Manhattan Bank and Bank of America National Trust and Savings Association (the
"Credit Agreement") (see "Liquidity and Capital Resources"), and on the same
date loaned $25,000,000 to CERA (the "CERA Loan"), which used the funds to pay
cash distributions of $21,510,000 to the founding CERA stockholders, and to
purchase a portion of the limited liability partnership interests in Cambridge
Energy Research Associates Limited Partnership ("CERA L.P.") owned by the
Goldman Sachs Group, L.P. for $2,390,000. The loan to CERA was funded using
available cash and $15,000,000 in loans under the Credit Agreement. On February
12, 1998, MGI merged with GDG Merger Corporation (the "Merger"), a wholly owned
subsidiary of GDG, which was formed specifically for the purpose of the Merger
Agreement. MGI was the surviving corporation and became a
<PAGE> 12
wholly owned subsidiary of GDG. As a result of the Merger, each share of MGI
common stock ceased to be outstanding and was converted into rights to receive
Limited Liability Company units of GDG (the "LLC Units"), as provided in the
Merger Agreement. In addition, on that date, GDG acquired all of the outstanding
shares of CERA's common stock and the remaining limited partnership interests in
CERA L.P. (which interests were immediately transferred to CERA) in exchange for
LLC Units and certain contingent options and rights (the "CERA Acquisition"). As
a result, CERA also became a wholly owned subsidiary of GDG, and CERA L.P. was
dissolved by operation of law, and its assets and liabilities were transferred
to CERA.
The acquisition of CERA on February 12, 1998, for approximately
$46,000,000 ($16,000,000 in Units and $30,000,000 in cash) has been accounted
for as a purchase in accordance with Accounting Principles Board Opinion No.
16. Intangibles (principally goodwill) of approximately $46,000,000 arising on
the acquisition are to be amortized over their estimated useful lives of five to
twenty-five years. As of March 31, 1998, the Company capitalized approximately
$6,000,000 of acquisition costs as an addition to intangible assets. Upon the
closing of the transaction, amortization of such costs commenced. In addition,
the Company recorded deferred tax liabilities of $5,700,000 arising from the
purchase of identifiable intangible assets.
MCM GROUP, INC.
MGI's only subsidiary, MCM, Inc., and its subsidiaries, MCM S.A., MCM Asia
Pacific, Ltd. and McCarthy, Crisanti & Maffei (Europe), Ltd. (collectively
"MCM"), provide specialized on-line financial information and analysis relating
to developments in the U.S. and international corporate securities, fixed income
and currency markets. MCM distributes its services almost exclusively through
on-line telecommunications information network firms such as Bridge-Telerate,
formerly Dow Jones Markets ("DJM"), Reuters Limited, Bloomberg L.P., ADP
Financial Information Services, and Kabushiki Kaisha Quick (collectively, the
"Vendor Distribution Firms") to subscribers in 57 countries. Subscribers to
MCM's electronic information services consist almost exclusively of
institutional clients (e.g., major banks, brokers, dealers, government bond and
financial futures trading operations, foreign exchange trading operations, and
treasury departments of major corporations). In addition to MCM's headquarters
in New York, MCM maintains offices in Boston, London, Paris, Tokyo, Hong Kong,
and Singapore.
At March 31, 1998 nearly half of MCM's research services revenues were
attributable to customers located in the United States. European-based customers
accounted for approximately one third of total revenue and customers based in
Asia accounted for the balance. The CorporateWatch (R) service is responsible
for a substantial portion of MCM's revenue earned in the United States, while
the CurrencyWatch (R)
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service is responsible for a substantial portion of the revenue earned in the
European and Asian markets.
Revenue from MCM's research services has grown substantially since 1992,
principally as a result of investments made by MCM to expand its distribution
and marketing capabilities and enhance its service offerings throughout the
global financial markets. The substantial increases in revenues have been offset
to some extent by (i) increases in vendor royalties resulting from MCM's
decision in late 1993 to distribute its services on a non-exclusive basis over
various Vendor Distribution Firms and (ii) increases in compensation and
benefits resulting from MCM's hiring of personnel to expand the services offered
by its product lines.
Vendor royalties currently represent MCM's largest expense. Vendor
royalties are commissions paid to Vendor Distribution Firms, mainly DJM.
Historically, MCM provided its services, with limited exceptions exclusively
through screens provided by DJM. In late 1993 MCM exercised its option to
discontinue its exclusive distribution agreement with DJM, and as a result DJM's
royalty increased to a level substantially greater than that in effect while
distribution of MCM's services was made exclusively through DJM. Since moving to
a multi-vendor distribution system, MCM has increased its sales volume and
believes that this strategy will continue to increase revenues to more than
offset the additional vendor royalty costs. However, there can be no assurance
that MCM's strategy will continue to be successful.
Compensation and benefits costs also have increased as MCM has invested in
additional professional staff to enhance certain product lines, particularly
CurrencyWatch(R), and YieldWatch (R), MCM's two fastest growing services. While
revenues for these two services have grown substantially, the corresponding
additional investment in personnel has kept profit margins on these services
relatively low. MCM believes that if CurrencyWatch (R) and YieldWatch (R)
revenues continue to grow, profit margins may significantly improve, although
there can be no assurance in this regard.
CAMBRIDGE ENERGY RESEARCH ASSOCIATES, INC.
Since February 12, 1998 CERA has been under common ownership with MGI (see
"Merger and Exchange History"). CERA's core business is research, analysis and
strategic information on energy industry developments and trends, which is sold,
primarily, on a continuous, renewable retainer basis. CERA offers a number of
different retainer advisory services, which are sold, principally, as annual,
renewable contracts. These contracts can vary in price depending on the level of
service and/or the number of advisory services purchased. The majority of CERA's
retainer clients purchase more than one service. Revenue from retainer advisory
services constitutes slightly more than half of CERA's total revenue in each of
the prior two fiscal years ended June 30, 1996 and 1997.
The balance of CERA's revenue is derived from custom projects and several
different activities collectively called "retainer related."
3
<PAGE> 14
Custom projects (also described as retainer applications and consulting)
are, generally, client-specific applications of research data and knowledge
derived from the retainer advisory business. Most projects are priced on a
fixed-fee basis, plus expenses, with a limited number of projects priced on a
per-diem rate basis. The majority of project clients are also (or become)
retainer advisory clients. The revenue is less predictable than retainer
advisory revenue. It also can be more affected, year-to-year, by singular,
non-recurring large projects. The revenue is recognized on a
percentage-of-completion basis over the course of the project. Project revenue
constituted slightly more than one quarter of CERA's revenue for the fiscal year
ended June 30, 1997.
Retainer-related revenue encompasses several activities, including
separately-charged presentations and consulting days, individual sales of
research reports, fees for attending CERA events, and major, multi-client
sponsored research studies. These activities are generally connected to the
retainer advisory business with respect to content, staffing and clients. This
revenue represented roughly one-fifth of CERA's total revenue for the fiscal
year ended June 30, 1997.
RESULTS OF OPERATIONS
Three-Months Ended March 31, 1998 compared to Three Months Ended March
31, 1997
The Company's results for each year are not comparable due to the CERA
Acquisition on February 12, 1998. CERA's results from that date to March 31,
1998 are included in the 1998 numbers, but its results are not included in the
corresponding 1997 figures.
Revenues
Revenue from research services grew from $9.8 million during the first
three months of 1997 to $14.5 million during the same period of 1998. The
increase is primarily due to the inclusion of CERA in the current year's results
after the CERA Acquisition. MCM's revenue actually grew 5.6% to $10.3 million.
CERA contributed an additional $4.2 million of revenue from its retainer,
applications and retainer-related businesses from the CERA Acquisition date,
February 12, 1998 through the end of the quarter. The growth in MCM's revenues
was due primarily to the expansion of MCM's international marketing initiative
and the delivery of research services through multiple Vendor Distribution
Firms.
Expenses
Total Expenses in the first three months of 1998 were $14.6 million, or
$6.7 million more than the same period in 1997, an increase of 86%. $5.1 million
of this increase resulted from the inclusion of CERA's expenses for the period
from February 12, 1998 to March 31, 1998.
4
<PAGE> 15
MCM's costs increased by approximately 14%, reflecting higher compensation
and benefits costs, and the hiring of additional analysts and research
assistants to enhance MCM's product lines, as well as from increases in
occupancy expense and in expenses associated with the hiring of additional
administrative personnel and investments in computer system enhancements. MCM
formerly had a services agreement with Van Kampen American Capital, Inc., its
former parent, for all accounting and administrative support functions. MCM has
been assuming those functions internally, which has resulted in the increase in
administrative staffing costs. These increased costs at MCM were partially
offset by overall lower vendor royalties as a percentage of subscription
revenues, reflecting MCM's continuing success in increasing revenues through the
distribution of its services through multiple Vendor Distribution Firms.
CERA's operating costs from February 12, 1998 to March 31, 1998 were $5.2
million, of which $3.2 million were directly related to operations. The balance
was incurred as result of the purchase of LLC Units for distribution to CERA
employees as a part of the Merger and the CERA Acquisition and due to other
merger related costs. In addition, $0.2 million of GDG corporate expenses are
included in the total for the three months.
Interest Expense for the three months was $0.14 million compared to no
interest expense in the corresponding period for the prior year. This reflects
the borrowings under the Credit Agreement of $15 million to finance the CERA
Loan.
Amortization expense of $0.5 million for the three months was $0.3 million
higher than for the same period in 1997. This increase is due to the additional
amortization of goodwill and intangible assets associated with the CERA
Acquisition.
Other Income increased from $0.13 million in the 1997 period to $0.22
million in 1998, representing greater interest income due to the high level of
cash maintained on MCM's books until it made the loan to CERA in mid-February.
Income taxes were $(0.02) million compared to $1.0 million for the same
period in 1997, primarily as a result of one time losses incurred by CERA
relating to the CERA Acquisition.
Net Income
The Company reported a net loss of $0.024 million for the three months
ended March 31, 1998, a decrease of $1.1 million from the net income of the
prior year's period. Net Income decreased as a result of a nonrecurring
compensation charge related to distributing LLC Units to CERA employees and
increased interest expense relating to the financing for the CERA Loan.
5
<PAGE> 16
LIQUIDITY AND CAPITAL RESOURCES
The Company generated cash flow from operations in the amounts of $0.3
million and $0.7 million for the three months ended March 31, 1998 and 1997,
respectively. CERA contributed $0.6 million in cash flow from operations from
the CERA Acquisition date to March 31, 1998.
Funds used in investment activities were $27.5 million for the three months
ended March 31, 1998 compared to $0.05 million in the prior year's period. The
large increase in investment is attributable to the CERA Acquisition. In order
to finance the CERA Loan, MCM, Inc. received financing proceeds of $15,000,000
under the Credit Agreement. The Credit Agreement, which also provides for a
$10,000,000 facility to finance future acquisitions and a $5,000,000 working
capital revolving credit facility, expires on February 11, 2003. Repayments of
the term loan under the Credit Agreement are due in $750,000 quarterly
installments from March 31, 1999 through December 31, 1999, and then increase to
$1,000,000 quarterly installments through December 31, 2002. The
weighted-average interest rate on the term loan issued under the Credit
Agreement for the period ended March 31, 1998 was 6.88% based on a LIBOR rate of
5.63% plus a margin of 1.25%.
As of March 31, 1998, MCM, Inc had no borrowings under the acquisition facility
or the revolving credit facility. Management believes that cash from operations
and the revolving credit facility will be sufficient to meet the Company's
operating costs, capital investment needs and increased debt service costs
associated with the term loan.
YEAR 2000
The issues associated with the "Year 2000" computer dating changes, which
are necessary to permit correct recording of yearly dates for year 2000 and
beyond, principally apply to MCM, which creates and delivers its products to its
Vendor Distribution Firms via a system utilizing specialized software
applications. MCM is currently engaged in a capital project to upgrade the
software platform and network underlying this system. As a consequence of this
technological restructuring, MCM will not incur any Year 2000 specific costs as
those issues are being dealt with in the current implementation of the new
contribution and distribution system.
6
<PAGE> 17
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Not applicable
ITEM 2. CHANGES IN SECURITIES.
Not applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable
ITEM 5. OTHER INFORMATION.
Not applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
Not applicable
3
<PAGE> 18
SIGNATURE
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.
GLOBAL DECISIONS GROUP LLC
------------------------------------------
(Registrant)
Date: July 21, 1998 By: /s/ GORDON McMAHON
---------------------------
GORDON McMAHON
Vice President and Secretary
Date: July 21, 1998 By: /s/ CHAUNCEY MORGAN
----------------------------
CHAUNCEY MORGAN
Principal Financial Officer
4
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 4,210
<SECURITIES> 0
<RECEIVABLES> 16,132
<ALLOWANCES> 557
<INVENTORY> 0
<CURRENT-ASSETS> 21,144
<PP&E> 3,368
<DEPRECIATION> 0
<TOTAL-ASSETS> 91,194
<CURRENT-LIABILITIES> 21,937
<BONDS> 15,000
2,159
0
<COMMON> 38,176
<OTHER-SE> 8,415
<TOTAL-LIABILITY-AND-EQUITY> 91,194
<SALES> 14,491
<TOTAL-REVENUES> 14,491
<CGS> 14,081
<TOTAL-COSTS> 14,610
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 75<F1>
<INCOME-PRETAX> (44)
<INCOME-TAX> 20
<INCOME-CONTINUING> (24)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (24)
<EPS-PRIMARY> (0.01)
<EPS-DILUTED> (0.01)
<FN>
<F1>VALUE IS FOR INCOME INTEREST EXPENSE.
</FN>
</TABLE>
