<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 March 31, 1999
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 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)
342 Madison Avenue
New York, New York 10173
(212) 922-0800
(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 May 13,
1999 are 18,288,169 shares.
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PRT GROUP INC. AND SUBSIDIARIES
INDEX
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Page
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PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements (Unaudited):
Consolidated Balance Sheets as of March 31, 1999
and December 31, 1998 1
Consolidated Statements of Operations
for the three months ended March 31, 1999 and 1998 2
Consolidated Statements of Cash Flows
for the three months ended March 31, 1999 and 1998 3
Notes to Consolidated Financial Statements 4
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 5-6
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings 7
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 7
ITEM 5. Other Information Not Applicable
ITEM 6. Exhibits and reports on Form 8-K 8
Signatures 9
</TABLE>
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PRT Group Inc. and Subsidiaries
Consolidated Balance Sheets
(In thousands, except number of shares)
<TABLE>
<CAPTION>
DECEMBER 31 MARCH 31
1998 1999
---- ----
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and equivalents $ 14,772 $ 7,564
Marketable debt securities 609 561
Accounts receivable, net of allowance of $539 in 1998 and $640 in 1999 14,639 14,863
Prepaid expenses and other current assets 2,106 2,077
-------- --------
Total current assets 32,126 25,065
Fixed assets, net 9,936 9,869
Goodwill, net 20,504 20,233
Other assets 216 233
======== ========
Total assets $ 62,782 $ 55,400
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accrued compensation $ 3,610 $ 2,930
Accounts payable and other accrued expenses 3,972 4,115
Current portion of capital lease obligations 456 391
Deferred revenue 511 528
-------- --------
Total current liabilities 8,549 7,964
Note payable 1,000 1,000
Capital lease obligations, net of current portion 424 346
Deferred rent 422 552
-------- --------
Total liabilities 10,395 9,862
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 18,258,586 shares
in 1999 18 18
Additional paid-in capital 86,262 86,262
Accumulated deficit (33,893) (40,742)
-------- --------
Total common stockholders' equity 52,387 45,538
======== ========
Total liabilities and stockholders' equity $ 62,782 $ 55,400
======== ========
</TABLE>
See accompanying notes.
1
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PRT Group Inc. and Subsidiaries
Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31
1998 1999
---- ----
<S> <C> <C>
Revenues $ 18,852 $ 18,541
Cost of revenues 15,317 14,902
-------- --------
Gross profit 3,535 3,639
Selling, general and administrative expenses 8,701 10,513
-------- --------
Loss from operations (5,166) (6,874)
Other income (expense):
Interest expense (284) (65)
Interest income 449 90
-------- --------
Loss before income taxes (5,001) (6,849)
Income tax benefit (775) --
-------- --------
Net loss $ (4,226) $ (6,849)
Basic and diluted net loss per share $ (.23) $ (.38)
======== ========
</TABLE>
See accompanying notes.
2
<PAGE> 5
PRT Group Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31
1998 1999
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (4,226) $ (6,849)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 940 1,235
Provision for doubtful accounts 31 101
Loss on disposal of fixed assets -- 28
Deferred income taxes 124 --
Deferred rent -- 130
Changes in operating assets and liabilities:
Accounts receivable (3,949) (325)
Prepaid expenses and other current assets (73) 29
Other assets (175) (17)
Accrued compensation (48) (680)
Accounts payable and other accrued expenses 246 143
Deferred revenue 354 17
-------- --------
Net cash used in operating activities (6,776) (6,188)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Sale of marketable securities -- 48
Purchases of fixed assets (1,431) (925)
Purchase of net assets of ACT, net of cash acquired (12,935) --
-------- --------
Net cash used in investing activities (14,366) (877)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of notes payable (1,182) --
Issuance cost of initial public offering (91) --
Exercise of stock options 174 --
Principal payments under capital lease obligations (139) (143)
-------- --------
Net cash used in financing activities (1,238) (143)
-------- --------
Net decrease in cash and equivalents (22,380) (7,208)
Cash and equivalents at beginning of period 29,499 14,772
-------- --------
Cash and equivalents at end of period $ 7,119 $ 7,564
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid $ 284 $ 45
Income taxes paid $ 150 $ 81
NONCASH FINANCING ACTIVITIES
Acquisition of fixed assets through capital leases $ 20 $ --
======== ========
</TABLE>
See accompanying notes.
3
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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 three month period
ended March 31, 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.
4
<PAGE> 7
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Revenue. Revenues were essentially flat ($18.5 million) during the three month
period ended March 31, 1999 versus the three month period ended March 31, 1998
($18.9 million). The number of IT professionals in the first quarter ended March
31, 1999 was (including subcontractors) 639 in comparison to 785 in the first
quarter ended March 31, 1998 and 698 on December 31, 1998. The decrease in
billable consultants was a result of the reduction in the Barbados workforce due
to low utilization and non-renewal of certain client assignments in our
Professional Services Group. The Company will continue to review its workforce
resources in its Software Engineering Centers (SEC's). Revenues from the SEC's
increased to $6.7 million for the first quarter ended March 31, 1999 as compared
to $5.6 million in the first quarter ended March 31, 1998 primarily due to the
increased work being done in our Hartford Software Engineering Center partially
offset by the diminishing volume of work in our Barbados Software Engineering
Center.
Cost of Revenues. Cost of revenues decreased approximately $.4 million to $14.9
million in the three month period ended March 31, 1999 from $15.3 million for
the comparable period in 1998. As a percentage of revenues, cost of revenues
remained consistent from the quarter ended March 31, 1998 to the quarter ended
March 31, 1999. The decrease in cost of revenues was in direct proportion to the
decrease in revenues caused by the reduction of billable consultants.
Gross Profit. Gross profit remained consistent from the quarter ended March 31,
1998 to the quarter ended March 31, 1999 at approximately 19%. The low gross
margin is a function of the size of the underutilized consultants at the SEC's
relative to the overall number of billable consultants.
Selling, General & Administrative Expenses. SG&A expenses increased
approximately 21% to $10.5 million in the first quarter ended March 31, 1999
from $8.7 million for the comparable period in 1998. As a percentage of
revenues, SG&A expenses increased to approximately 57% in the three months ended
March 31, 1999 from approximately 46% for the comparable period in 1998. The
increase in SG&A expenses resulted from approximately $2.3 million with charges
associated with severance for non-productive sales people, the costs associated
with terminating 25 consultants and 13 support staff in our Barbados Software
Engineering Center, and costs associated with the recruitment of a new group
President and Chief Operating Officer and the hiring of additional sales
executives.
5
<PAGE> 8
Loss from Operations: For the reasons set forth above, loss from operations for
the first quarter ended March 31, 1999 was $6.8 million compared to a net loss
of $5.2 million in the comparable period in 1998. Excluding the $2.3 million of
charges, the loss was $4.5 million. As a percentage of revenues, the loss from
operations for the first quarter ended March 31, 1999 increased to (37%)
compared to approximately (27%) in the comparable period in 1998. Normalizing
for the $2.3 million of charges, the loss from operations was (24.9%) of
revenue.
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital decreased to approximately $17.1 million at March
31, 1999 from $23.6 million at December 31, 1998. Cash and equivalents and
marketable debt securities were $8.1 million at March 31, 1999 compared to $15.4
million at December 31, 1998. The primary uses of cash during the three months
ended March 31, 1999 were to fund normal operating expenses. The Company's
accounts receivable were $14.6 million at December 31, 1998 and $14.9 million at
March 31, 1999. Billed days sales outstanding were 62 days at December 31, 1998
and 72 days at March 31, 1999.
Investing activities used cash of approximately $.9 million attributed to
additional purchase of property and equipment needed for the software
engineering centers.
The Company anticipates that its primary uses of working capital in the near
term will be to continue to fund the Company's operations. The cash generated
from working capital may not be adequate to fund such uses and accordingly, the
Company may in the future be required to seek additional sources of financing,
including borrowing and/or sale of equity securities resulting in further
dilution to shareholders. No assurance can be given that any such additional
sources of financing will be available on acceptable terms.
6
<PAGE> 9
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings.
On April 4, 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 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.
(a) The Company's annual stockholder's meeting was held on May 3, 1999. Proxies
were solicited for the election of directors pursuant to Regulation 14 under the
Securities Exchange Act of 1934 and director's nominees were elected without
opposing proxy solicitation.
1. Gregory s. Mellinger was elected a Class II Director with 15,974,155
affirmative votes, 687,409 negative votes and 496,807 abstentions. Esther Dyson
was elected a Class II Director with 16,455,132 affirmative votes, 206,432
negative votes and 15,830 abstentions. Michael Enthoven was elected a Class II
Director with 16,444,172 affirmative votes, 217,392 negative votes and 26,790
abstentions.
2. The appointment of Ernst & Young LLP as the Company's Independent Accountants
for the year ending December 31, 1999 was approved with 16,645,394 affirmative
votes, 12,645 negative votes and 3,525 abstentions.
ITEM 5. Other Information.
None.
7
<PAGE> 10
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K
None
8
<PAGE> 11
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 May 17, 1999 BY /s/ Douglas Mellinger
------------------------------------------
Douglas Mellinger
Chairman / Chief Executive Officer
DATE May 17, 1999 BY /s/ Lowell Robinson
------------------------------------------
Lowell Robinson
Executive Vice President, Global Business
Services/ Chief Financial Officer
9
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<CIK> 0001045560
<NAME> PRT GROUP INC.
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<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 7,564,000
<SECURITIES> 561,000
<RECEIVABLES> 15,503,000
<ALLOWANCES> 640,000
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<CURRENT-ASSETS> 25,065,000
<PP&E> 16,910,950
<DEPRECIATION> (7,041,452)
<TOTAL-ASSETS> 55,400,000
<CURRENT-LIABILITIES> 7,964,000
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<COMMON> 18,000
<OTHER-SE> 45,520,000
<TOTAL-LIABILITY-AND-EQUITY> 55,400,000
<SALES> 0
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<CGS> 0
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<LOSS-PROVISION> 256,000
<INTEREST-EXPENSE> 65,000
<INCOME-PRETAX> (6,849,000)
<INCOME-TAX> 0
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