<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[Mark One]
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the period ended June 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITITES
EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission File Number 0-23315
PRT GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware No. 13-3914972
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification Number)
80 Lamberton Road
Windsor, Connecticut 06095
(860) 687-2200
(Registrant's telephone number, including area code)
----------------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
--- ---
Indicate the number of share outstanding of each of the issuer's classes of
common stock: Common Stock, par value $.001 per share, outstanding as of August
11, 1999 are 18,293,652 shares.
<PAGE> 2
PRT GROUP INC. AND SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION
<S> <C>
ITEM 1. Financial Statements: Page
----
Consolidated Balance Sheets as of June 30, 1999
and December 31, 1998 3
Consolidated Statements of Operations
for the three months ended June 30, 1999 and 1998
and for the six months ended June 30, 1999 and 1998 4
Consolidated Statements of Cash Flows
for the six months ended June 30, 1999 and 1998 5
Notes to Consolidated Financial Statements 6-7
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8-10
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings 11
ITEM 2. Change 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 11-12
ITEM 6. Exhibits and reports on Form 8-K 12
Signatures 13
</TABLE>
2
<PAGE> 3
PRT Group Inc. and Subsidiaries
Consolidated Balance Sheets
(In thousands, except number of shares)
<TABLE>
<CAPTION>
DECEMBER 31 JUNE 30
1998 1999
----------------------- ------------------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and equivalents $ 14,772 $ 5,423
Marketable debt securities 609 61
Accounts receivable, net of allowance of $539 in 1998 and $551 in 1999 14,639 13,662
Prepaid expenses and other current assets 2,106 2,078
----------------------- ------------------------
Total current assets 32,126 21,224
Fixed assets, net 9,936 7,965
Goodwill, net 20,504 17,358
Other assets 216 139
----------------------- ------------------------
Total assets $ 62,782 $ 46,686
======================= ========================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accrued compensation $ 3,610 $ 3,940
Accounts payable and other accrued expenses 3,972 6,005
Current portion of capital lease obligations 456 319
Deferred revenue 511 664
----------------------- ------------------------
Total current liabilities 8,549 10,928
Note payable 1,000 1,000
Capital lease obligations, net of current portion 424 218
Deferred rent 422 497
----------------------- ------------------------
Total liabilities 10,395 12,643
Commitments - -
Series A redeemable preferred stock, $0.01 par value; authorized -
5,000,000 shares; none issued and outstanding in 1998 and 1999 - -
Common stockholders' equity:
Common stock, $.001 par value; authorized--50,000,000 shares; issued
and outstanding--18,245,571 in 1998 and 18,293,652 shares in 1999 18 18
Additional paid-in capital 86,262 86,361
Accumulated deficit (33,893) (52,336)
----------------------- ------------------------
Total common stockholders' equity 52,387 34,043
----------------------- ------------------------
Total liabilities and stockholders' equity $ 62,782 $ 46,686
======================= ========================
</TABLE>
See accompanying notes.
3
<PAGE> 4
PRT Group Inc. and Subsidiaries
Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended June 30
----------------------------------------------
1998 1999
---------------------- ----------------------
<S> <C> <C>
Revenues $ 22,669 $ 18,468
Cost of revenues 16,530 14,072
---------------------- ----------------------
Gross profit 6,139 4,396
Selling, general and administrative expenses 7,731 8,601
Restructuring charges - 7,483
---------------------- ----------------------
Loss from operations (1,592) (11,688)
Other income (expense):
Interest expense (44) (59)
Interest income 261 153
---------------------- ----------------------
Loss before income taxes (1,375) (11,594)
Income tax benefit (200) -
---------------------- ----------------------
Net loss $ (1,175) $ (11,594)
====================== ======================
Basic and diluted net loss per share $ (.06) $ (.63)
====================== ======================
<CAPTION>
Six Months Ended June 30
----------------------------------------------
1998 1999
---------------------- ----------------------
<S> <C> <C>
Revenues $ 41,521 $ 37,009
Cost of revenues 31,847 28,974
---------------------- ----------------------
Gross profit 9,674 8,035
Selling, general and administrative expenses 16,432 19,114
Restructuring charges - 7,483
---------------------- ----------------------
Loss from operations (6,758) (18,562)
Other income (expense):
Interest expense (328) (77)
Interest income 710 196
---------------------- ----------------------
Loss before income taxes (6,376) (18,443)
Income tax benefit (975) -
---------------------- ----------------------
Net loss $ (5,401) $ (18,443)
====================== ======================
Basic and diluted net loss per share $ (.29) $ (1.01)
====================== ======================
</TABLE>
See accompanying notes
4
<PAGE> 5
PRT Group Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30
1998 1999
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (5,401) $ (18,443)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 2,100 2,491
Provision for doubtful accounts - 12
Loss on disposal of fixed assets - 1,627
Write-off of goodwill - 2,597
Deferred income taxes 124 -
Deferred rent - 75
Changes in operating assets and liabilities:
Accounts receivable (1,674) 965
Prepaid expenses and other current assets 164 28
Other assets (120) 77
Accrued compensation (1,301) 330
Accounts payable and other accrued expenses (250) 2,033
Deferred revenue 44 153
------------------------ ----------------------
Net cash used in operating activities (6,314) (8,055)
------------------------ ----------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Sale of marketable securities 14,470 548
Purchases of fixed assets (3,098) (1,598)
Purchase of net assets of ACT, net of cash acquired (12,944) -
Purchase of net assets of ISPI, net of cash required (2,648) -
------------------------ ----------------------
Net cash used in investing activities (4,220) (1,050)
------------------------ ----------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of notes payable (1,023) -
Repayments under line of credit (539) -
Exercise of stock options 236 99
Principal payments under capital lease obligations (281) (343)
Purchase of treasury stock (44) -
------------------------ ----------------------
Net cash used in financing activities (1,651) (244)
------------------------ ----------------------
Net decrease in cash and equivalents (12,185) (9,349)
Cash and equivalents at beginning of period 29,499 14,772
------------------------ ----------------------
Cash and equivalents at end of period $ 17,314 $ 5,423
======================== ======================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid $ 328 $ 59
======================== ======================
Income taxes paid $ 150 $ 81
======================== ======================
NONCASH FINANCING ACTIVITIES
Acquisition of fixed assets through capital leases $ 291 $ -
======================== ======================
</TABLE>
See accompanying notes.
5
<PAGE> 6
PRT GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Basis of Presentation
The unaudited consolidated financial statements presented herein have
been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q
and Article 10 of Regulation S-X. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of
management, the accompanying consolidated financial statements include
all adjustments (consisting only of normal recurring accruals) considered
necessary for a fair presentation of the financial condition and results
of operations for the periods presented. The results of operations for
the six month period ended June 30, 1999 are not necessarily indicative
of the results that may be expected for the year ended December 31, 1999.
The statements should be read in conjunction with the audited
consolidated financial statements and notes thereto included in the PRT
Group Inc. (the "Company") Annual Report on form 10-K for the year ended
December 31, 1998.
2. Principles of Consolidation
The accompanying financial statements include the accounts of the Company
and its wholly-owned subsidiaries. All significant intercompany balances
and transactions have been eliminated in consolidation.
3 Restructuring and Write-Down of Intangible Assets
On June 30, 1999, the Company announced a restructuring, the purpose of
which is to refocus the Company's efforts on it's core business and
reduce costs. In connection with the restructuring, the Company recorded
aggregate charges of $7.5 million relating to $2 million in severance
costs, $3 million in office closures and the write-off of goodwill
related to the Institute for Software Process Improvement ("ISPI")
acquisition.
In accordance with SFAS No. 121 "Accounting For The Impairment Of
Long-Lived Assets And For Long-Lived Assets To Be Disposed Of" management
performed a discounted cash flow analysis of the ISPI operations.
Management concluded that this analysis warranted a write-down of the
intangible assets of ISPI of approximately $2.5 million.
6
<PAGE> 7
4 Commitments and Contingencies
As of August 5, 1999, the Company has available with NationsCredit
Commercial Funding a credit facility of $11,000,000 for working capital
purposes, bearing interest at prime rate plus one-half percent. The
credit facility is secured with NationsCredit Commercial Funding by the
Company's assets. The agreement contains certain restrictions and
covenants which, among other things, includes a provision for losses
before tax, interest, depreciation and amortization and a minimum cash
balance.
5 Subsequent Event
On August 9, 1999, the Company entered into a non-binding letter of
intent to sell 80% of its subsidiary, PRT (Barbados) Ltd. ("PRTB") to a
group led by members of the senior management, venture capitalists (The
Tiona Fund Limited managed by Commonwealth Development Corporation and
Enterprise Growth Fund Limited), and employees of PRTB (collectively, the
"MBO Group") for $1 and the assumption and guarantee of all debts,
liabilities, obligations, and responsibilities recorded and unrecorded of
PRTB as of July 1, 1999. In addition, the MBO Group will contribute $3.15
million to the working capital of PRTB on the closing date of the
transaction. In connection with this transaction, the Company will record
a non-cash write-off of approximately $3-4 million during the third
quarter 1999. While the Company believes the proposed transaction will
take place, there is no guaranty that parties will come to final terms
and that an agreement will be executed.
7
<PAGE> 8
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Revenue. Revenues decreased to $18.5 million during the quarter ended June 30,
1999 compared to $22.7 million during the quarter ended June 30, 1998. For the
first six months of 1999, revenues were $37 million compared to $41.5 million in
the first six months of 1998. The decrease in revenue was the result of several
projects coming to an end and the non-renewal of certain client assignments in
our Professional Services Group. Additionally, decreases also took place in the
offshore and the Institute for Software Process Improvement ("ISPI") division
facilities. As a result of a reduction in work force at the Barbados and
Hartford Software Engineering Centers, the number of IT professionals in the
second quarter ended June 30, 1999 was (including subcontractors) 509 in
comparison to 745 in the second quarter of 1998.
Cost of Revenues. Cost of revenues was 76.2% and 78.3% of revenues in the second
quarter and the first six months of 1999, respectively compared to 72.9% and
76.7% of revenue, respectively, for the same periods in fiscal 1998. The
increase in cost of revenues was due to a decrease in billable time by the
Company's salaried IT professionals.
Gross Profit. Gross profit was 23.8% and 21.7% of revenues in the second quarter
and first six months of 1999, respectively, compared to 27.1% and 23.3% for the
first quarter and first six months of 1998 respectively. The decrease in gross
profit is proportionate to the decreased number of IT professionals on billing.
Selling, General & Administrative Expenses. SG&A expenses for the second quarter
of 1999 increased $870,000 to $8.6 million as compared to $7.7 million in the
second quarter of 1998. Selling, general and administrative expenses as a
percentage of revenue were 46.6% and 51.7% for the three and six month periods
ended June 30, 1999 respectively, compared to 34.1% and 39.6% for the three and
six months periods ended June 30, 1998, respectively. The increase in SG&A
expenses resulted from costs associated with the hiring of a new Chief Executive
Officer, additional sales executives, and the impact of a new commission
structure.
Restructuring: The Company incurred $7.5 million in restructuring charges
comprised of $2 million in severance costs, $3 million in office closures and
$2.5 million for the write-off of goodwill related to the ISPI acquisition.
Furthermore, the Company moved its headquarters to Windsor, Connecticut, and has
converted its former Manhattan headquarters to a smaller sales office, and
sub-let the excess space in the former headquarters. The Company will continue
to review the productivity of its offices and customer Software Engineering
Centers and it may incur additional restructuring charges in 1999.
8
<PAGE> 9
Loss from Operations: For the reasons set forth above, loss from operations was
(63.3%) and (50.2%) of revenues in the second quarter and first six months of
1999, respectively, compared to (7%) and (16.3%) for the comparable 1998 period.
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital decreased to approximately $10.3 million at June
30, 1999 from $23.6 million at December 31, 1998. Cash and equivalents and
marketable debt securities were $5.5 million at June 30, 1999 compared to $15.4
million at December 31, 1998. The primary uses of cash during the six months
ended June 30, 1999 were to fund normal operating expenses and to pay certain
restructuring costs. The Company's account receivable were $13.7 million at June
30, 1999 down from $14.6 million at December 31, 1998. Days sales outstanding
were 67 days at June 30, 1999 and 62 days at December 31, 1998.
Investing activities used cash of approximately $1.1 million attributed to
additional purchase of property and equipment for the software engineering
centers.
The Company expects that its operating cash flow and credit facility will be
sufficient to fund the Company's working capital requirements. However, the
Company's ability to achieve this result is affected by the extent of cash
generated from operations and pace at which the Company utilizes its available
resources. Accordingly, the Company may in the future be required to seek
additional sources of financing, including borrowing and/or sale of equity
securities. If additional funds are raised by issuing equity securities, further
dilution to shareholders may result. No assurance can be given that any such
additional sources of financing will be available on acceptable terms or at all.
On August 5, 1999, the Company entered into a Loan and Security Agreement and
related agreements with NationsCredit Commercial Corporation, through its
NationsCredit Commercial Funding Division ("Loan Agreement"). The Loan Agreement
has a term of 2 years and provides the Company with access to up to $11,000,000
in additional working capital. The Loan Agreement is secured by security
interest in all of the Company's tangible and intangible assets including
account receivables, equipment, intellectual property and other Company assets.
The Loan Agreement is subject to certain financial covenants and other
conditions including a restriction on the amount of cumulative losses the
Company can incur during the term of the Loan Agreement.
9
<PAGE> 10
On August 9, 1999, the Company executed a non-binding letter of intent to sell
an 80% interest in its PRT (Barbados) Ltd. ("PRTB") subsidiary to a group led by
senior managers of the subsidiary. In consideration for the sale of the majority
interest in PRTB, the purchasers will pay $1 and will assume all liabilities of
PRTB from July 1, 1999 onward. In connection with this transaction, the Company
will record a non-cash write-off of approximately $3-4 million during the third
quarter 1999. While the Company believes the proposed transaction will take
place there is no guaranty that the parties will come to final terms and that a
final agreement will be executed.
10
<PAGE> 11
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings.
On April 15, 1999, PRT filed a motion to dismiss the purported
securities class action lawsuit filed in September of 1998 in the
United States District Court for the Southern District of New York
against the Company and certain defendants. The Company is waiting
for the Court's decision on the motion to dismiss. The case is
captioned Steinberg v. PRT Group Inc., Douglas K. Mellinger,
Lowell W. Robinson, Gregory S. Mellinger and The Mellinger Group,
(98 Civ. 6550 (DC)).
ITEM 2. Change in Securities.
None.
ITEM 3. Defaults Upon Senior Securities.
None.
ITEM 4. Submission of Matters to a Vote of Security Holders.
None.
ITEM 5. Other Information.
On August 5, 1999, the Company entered into a Loan and Security
Agreement and related agreements with NationsCredit Commercial
Corporation, through its NationsCredit Commercial Funding Division
("Loan Agreement"). The Loan Agreement has a term of 2 years and
provides the Company with access to up to $11,000,000 in
additional working capital. The Loan Agreement is secured by
security interest in all of the Company's tangible and intangible
assets including account receivables, equipment, intellectual
property and other Company assets. The Loan Agreement is subject
to certain financial covenants and other conditions including a
restriction on the amount of cumulative losses the Company can
incur during the term of the Loan Agreement.
11
<PAGE> 12
PART II. OTHER INFORMATION
ITEM 5. Other Information (continued)
On August 9, 1999, the Company executed a non-binding letter of
intent to sell an 80% interest in its PRT (Barbados) Ltd. ("PRTB")
subsidiary to a group led by senior managers of the subsidiary. In
consideration for the sale of the majority interest in PRTB, the
purchasers will pay $1 and will assume all liabilities of PRTB
from July 1, 1999 onward. While the Company believes the proposed
transaction will take place there is no guaranty that the parties
will come to final terms and that a final agreement will be
executed.
On May 10, 1999, the Company extended an offer of employment to
Dan S. Woodward to assume the position of President and Chief
Operating Officer. Mr. Woodward began working for the Company on
May 17, 1999. The term of the employment offer was 3 years at a
salary of $300,000 per year. In addition, Mr. Woodward was paid a
sign on bonus of $350,000, a guaranteed incentive bonus of
$150,000 for 1999, 40,000 restricted stock units, and 460,000
incentive stock options vesting over 3 years in equal installments
and subject to the terms of the Company's stock option plan. The
parties are currently negotiating Mr. Woodward's employment
agreement and expect the agreement to be executed shortly. On June
25, 1999, Mr. Woodward was promoted to the position of Chief
Executive Officer and appointed to the Company's board of
directors.
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None.
(b) Reports on Form 8-K
1. On June 30, 1999, the Company filed a current report on Form
8-K disclosing the resignations of registrant's directors and
appointment of Dan S. Woodward, Chief Executive Officer of the
Registrant.
12
<PAGE> 13
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.
PRT GROUP INC.
DATE: August 16, 1999 BY /s/ Dan S. Woodward
-----------------------------------
Dan S. Woodward
Chief Executive Officer / President
DATE: August 16, 1999 BY /s/ Rocco Mitarotonda
-----------------------------------
Rocco Mitarotonda
Chief Financial Officer / Treasurer
13
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 5,423,000
<SECURITIES> 61,000
<RECEIVABLES> 14,213,000
<ALLOWANCES> 551,000
<INVENTORY> 0
<CURRENT-ASSETS> 21,224,000
<PP&E> 15,622,000
<DEPRECIATION> (7,657,000)
<TOTAL-ASSETS> 46,686,000
<CURRENT-LIABILITIES> 10,928,000
<BONDS> 0
0
0
<COMMON> 18,000
<OTHER-SE> 86,361,000
<TOTAL-LIABILITY-AND-EQUITY> 46,686,000
<SALES> 37,009,000
<TOTAL-REVENUES> 37,009,000
<CGS> 28,974,000
<TOTAL-COSTS> 28,974,000
<OTHER-EXPENSES> 26,597,000
<LOSS-PROVISION> 306,000
<INTEREST-EXPENSE> 77,000
<INCOME-PRETAX> (18,443,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (18,443,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (18,443,000)
<EPS-BASIC> (1.01)
<EPS-DILUTED> (1.01)
</TABLE>
