<PAGE> 1
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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 QUARTERLY PERIOD ENDED JUNE 30, 2000
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 0-28491
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XPEDIOR INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 76-0556713
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
ONE NORTH FRANKLIN, SUITE 1500,
CHICAGO, ILLINOIS 60606
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(ZIP CODE)
(800) 462-6301
(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 AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO
----- -----
AS OF AUGUST 14, 2000, THE COMPANY HAD 50,544,017 SHARES OF COMMON STOCK,
PAR VALUE $.01 PER SHARE, OUTSTANDING.
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XPEDIOR INCORPORATED AND SUBSIDIARIES
FORM 10-Q
QUARTERLY REPORT
INDEX
Page
----
Facing Sheet 1
Index 2
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements 3
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 10
Item 3. Quantitative and Qualitative Disclosures
About Market Risk 15
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 16
Item 2. Changes in Securities and Use of Proceeds 16
Item 3. Defaults Upon Senior Securities 16
Item 4. Submission of Matters to a Vote of
Security Holders 16
Item 5. Other Information 16
Item 6. Exhibits and Reports on Form 8-K 16
Signatures 17
Exhibit 3.1 Amended and Restated Bylaws, as amended 18
Exhibit 4.1 Form of Certificate of Designations of
Preferred Stock 18
Exhibit 10.1 Preferred Stock Purchase Agreement 18
Exhibit 27 Financial Data Schedule 18
2
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
XPEDIOR INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except for share and per share amounts)
JUNE 30, DECEMBER 31,
2000 1999
------------ -----------
(UNAUDITED)
ASSETS
Current Assets:
Cash and cash equivalents $ 12,089 $ 49,718
Restricted cash 2,957 -
Accounts receivable, net of allowance
of $4,527 and $971 70,687 43,000
Work in process 3,971 3,295
Prepaid expenses and other 9,396 4,012
------------ -----------
Total current assets 99,100 100,025
Fixed Assets, net 27,736 15,496
Intangible Assets, net of accumulated
amortization of $13,665 and $9,716 151,118 145,157
Other Assets 1,451 787
------------ -----------
Total Assets $ 279,405 $ 261,465
============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Amounts due to parent $ - $ 18,891
Accounts payable 3,574 3,517
Convertible notes payable 50,000 -
Payroll and related taxes 12,137 5,045
Other accrued liabilities 6,558 3,908
Amounts due sellers of acquired businesses - 19,836
Deferred revenues 1,892 2,480
------------ -----------
Total current liabilities 74,161 53,677
Deferred Income Taxes and Other 2,514 1,849
Convertible Subordinated Notes 1,850 9,066
Commitments and Contingencies - -
Stockholders' Equity:
Preferred stock, par value $.01;
5,000,000 shares authorized;
none outstanding - -
Common stock, par value $.01;
100,000,000 shares authorized;
50,518,557 shares issued and outstanding 505 500
Additional paid-in capital 215,270 204,224
Accumulated deficit (14,268) (6,278)
Accumulated other comprehensive income (132) -
------------- -----------
201,375 198,446
------------ -----------
Less - note receivable from stockholder - (1,000)
Less - deferred compensation (495) (573)
------------ ------------
Total stockholders' equity 200,880 196,873
------------ -----------
Total Liabilities and Stockholders' Equity $ 279,405 $ 261,465
============ ===========
The accompanying notes are an integral part of these unaudited
consolidated financial statements.
3
<PAGE> 4
XPEDIOR INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in thousands, except per share amounts)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------- --------------------
2000 1999 2000 1999
-------- -------- --------- --------
Revenues from Services $ 62,852 $ 31,044 $ 113,826 $ 58,813
Cost of Services 32,636 17,618 59,234 33,662
-------- -------- --------- --------
Gross Profit 30,216 13,426 54,592 25,151
Operating Costs and Expenses:
Selling and marketing 9,678 1,336 19,141 2,564
General and administrative 22,042 7,022 39,502 13,128
Stock compensation 1,901 - 3,314 -
Depreciation and amortization 3,731 2,029 6,928 4,082
-------- -------- --------- --------
37,352 10,387 68,885 19,774
-------- -------- --------- --------
Operating Income (Loss) (7,136) 3,039 (14,293) 5,377
Other Income (Expense):
Interest expense (292) (3,257) (602) (5,013)
Other 172 26 3,374 (526)
-------- -------- --------- --------
(120) (3,231) 2,772 (5,539)
-------- -------- --------- --------
Loss from Continuing Operations
before Income Taxes (7,256) (192) (11,521) (162)
Provision (Benefit) for
Income Taxes (2,222) (28) (3,531) 91
-------- -------- --------- --------
Loss from Continuing Operations (5,034) (164) (7,990) (253)
Income from Discontinued
Operations, net of Income
Taxes of $373 and $720,
respectively - 515 - 994
-------- -------- --------- --------
Net Income (Loss) $ (5,034) $ 351 $ (7,990) $ 741
======== ======== ========= ========
Earnings (Loss) per Share
(Basic and Diluted):
Loss from continuing
operations $ (.10) $ (0.00) $ (.16) $ (.01)
Income from discontinued
operations - 0.01 - .02
-------- -------- --------- --------
Net Loss $ (.10) $ 0.01 $ (.16) $ .01
======== ======== ========= ========
The accompanying notes are an integral part of these unaudited
consolidated financial statements.
4
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XPEDIOR INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
SIX MONTHS ENDED
JUNE 30,
-------------------------------
2000 1999
----------- -----------
Cash Flows from Operating Activities:
Net income (loss) $ (7,990) $ 741
Adjustments to reconcile net income
(loss) to net cash used in
operating activities:
Depreciation and amortization 6,928 4,082
Deferred income tax benefit (1,155) (487)
Provision for doubtful accounts 3,556 63
Gain on sale of securities (2,792) -
Stock compensation 3,314 -
Other (92) -
Changes in assets and liabilities
net of effects of acquisitions:
Accounts receivable and work
in process (31,919) (8,171)
Prepaid expenses and other (4,253) (808)
Accounts payable 57 (579)
Payroll and related taxes 7,092 173
Deferred revenue (588) (824)
Accrued liabilities 3,086 (1,366)
----------- -----------
Net cash used in operating
activities (24,756) (7,176)
----------- -----------
Cash Flows from Investing Activities:
Cash paid for acquisitions, net of
cash acquired (28,926) -
Issuance of convertible notes receivable (1,926) -
Capital expenditures (11,900) (2,837)
Cash received from stockholder 1,000 -
Proceeds from sale of securities 3,305 -
----------- -----------
Net cash used in investing
activities (38,447) (2,837)
----------- -----------
Cash Flows from Financing Activities:
Working capital advances from (payments
to) Parent, net (19,711) 9,078
Proceeds from issuance of convertible debt 50,000 -
Net cash payments to settle
convertible debt (1,096) -
Restricted cash (2,957) -
Payments of offering costs (662) -
----------- -----------
Net cash used in financing
activities 25,574 9,078
----------- -----------
Net decrease in cash and cash equivalents (37,629) (935)
Cash and cash equivalents at beginning
of period 49,718 191
----------- -----------
Cash and cash equivalents at end of period $ 12,089 $ (744)
=========== ===========
The accompanying notes are an integral part of these unaudited
consolidated financial statements.
5
<PAGE> 6
XPEDIOR INCORPORATED AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. GENERAL
The consolidated financial statements of Xpedior Incorporated and its
wholly-owned subsidiaries ("Xpedior" or the "Company") included herein have been
prepared without audit pursuant to the rules and regulations of the Securities
and Exchange Commission. Accordingly, certain information and disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been omitted. The consolidated financial
statements reflect all adjustments (consisting of normal recurring adjustments)
necessary for a fair presentation of the interim periods.
The results of operations for the interim periods are not necessarily
indicative of the results of operations to be expected for the full year. These
consolidated financial statements should be read in conjunction with the
Company's audited consolidated financial statements included in its Annual
Report on Form 10-K for the year ended December 31, 1999.
2. PARENT COMPANY MERGER AND RELATED MATTERS
On June 15, 2000, Metamor Worldwide, Inc. ("Metamor" or the "Parent")
merged with a wholly-owned subsidiary of PSINet Inc. ("PSINet"), a Virginia
based provider of Internet and e-Commerce solutions to businesses. Pursuant to
the merger, all of the outstanding shares of Metamor common stock were exchanged
for .9 shares of PSINet common stock.
As a result of the merger, PSINet became the indirect owner of
approximately 79% of the issued and outstanding common stock of Xpedior. In
addition, PSINet provided a $50 million loan to Xpedior pursuant to an 8 1/2%
convertible promissory note. All of the principal and interest outstanding under
the note will convert automatically into one million shares of Xpedior Series A
8 1/2% Cumulative Convertible Preferred Stock (the "Preferred Stock") upon the
effectiveness of the approval of Parent, which approval the Company expects will
become effective on or about September 30, 2000. Subject to certain adjustments
for issuances of common stock below the initial conversion price, the Preferred
Stock will be initially convertible into Xpedior common stock at a price of
$37.50 per share. The conversion price also adjusts annually based on market
price.
3. INCOME TAXES
The Company and its subsidiaries were included in the consolidated
federal income tax return of Metamor. Income taxes for Xpedior have been
calculated as if it had filed a separate consolidated return with its
subsidiaries. After June 15, the Company will be filing a separate consolidated
return with its subsidiaries.
The Company follows the liability method of accounting for income
taxes. Under this method, deferred income tax assets and liabilities are
determined based on differences between the financial statement and income tax
bases of assets and liabilities using enacted tax rates in effect for the year
in which the differences are expected to reverse. The Company's interim
provisions for income taxes were computed using its estimated effective tax rate
for the year.
4. NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the FASB issued Statement No. 133, Accounting for
Derivative Instruments and Hedging Activities ("FAS 133"). The Company is
required to adopt FAS 133 effective January 1, 2001. The Statement will require
the Company to recognize all derivatives on the balance sheet at fair value. The
Company does not anticipate that the adoption of this Statement will have a
significant effect on its results of operations or financial position.
6
<PAGE> 7
XPEDIOR INCORPORATED AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
In December of 1999, the SEC issued Staff Accounting Bulletin 101 ("SAB
101"), Revenue Recognition in Financial Statements. SAB 101 clarifies how
existing revenue recognition rules should be applied. In June 2000, the SEC
extended the required adoption date of the Bulletin to the fourth quarter of
2000. The Company is currently evaluating its revenue recognition policies and
the effect of adopting this Bulletin.
5. TRANSACTIONS WITH PARENT
Prior to the merger, Metamor funded Xpedior's working capital
requirements in excess of the proceeds of the initial public offering of the
Company's common stock through cash advances to Xpedior. Advances for working
capital related to net cash transfers between Xpedior and Metamor to fund
Xpedior's cash requirements, expense and tax allocations from Metamor and
interest on intercompany indebtedness with Metamor. The balance of the advances
was $18.9 million as of December 31, 1999, $15.5 million as of March 31, 2000,
and $0 as of June 30, 2000. For the three months ended June 30, 1999, Metamor
also charged $.7 million for expense allocations and $3.3 million for interest.
Amounts charged for the three months ended June 30, 2000 were nominal. For the
six months ended June 30, 2000 and 1999, Metamor charged $41,000 and $1.3
million respectively for expense allocations and $225,000 and $5.5 million
respectively for interest. Xpedior used $29.2 million in proceeds from the
convertible note issued to PSINet to repay all capital advances from Metamor and
advances from Metamor to pay amounts due to sellers of acquired businesses.
After the merger, the expense allocations from Metamor to Xpedior ceased.
6. KINDERHOOK CONVERTIBLE NOTES
During the quarter ended June 30, 2000, certain convertible notes in
the aggregate principal amount of approximately $9.1 million issued by the
Company in connection with the acquisition of Kinderhook Systems Inc., in
September 1999, were converted by the holders into 508,417 shares of Xpedior
common stock at a conversion price of $16.53 per share. In connection with such
conversion, the holders of such convertible notes received payment of all unpaid
interest accrued from the time of issuance, and repayment of an aggregate of
$661,364 in principal due under the notes. In exchange, the noteholders released
Metamor from Metamor's guaranty of the repayment of the notes by Xpedior.
7. COMPENSATION CHARGE
Compensation expense has been recognized for options granted under
Xpedior's stock option plan that were granted at prices below the fair value of
the Company's common stock at the date of issuance. As a result of Metamor's
merger with PSINet, the vesting of options to purchase Xpedior common stock held
by certain members of Metamor's Board of Directors were accelerated, and certain
other provisions of the stock options agreements representing such options were
amended. As a result of the acceleration of vesting and the amendments, an
additional compensation charge of $697,390 has been recorded for the three
months ended June 30, 2000.
7
<PAGE> 8
XPEDIOR INCORPORATED AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
8. LOSS PER SHARE
The following table sets forth the computation of basic and diluted
loss per share from continuing operations (in thousands, except per share
amounts):
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
---------------------- -----------------------
2000 1999 2000 1999
--------- --------- ---------- ---------
<S> <C> <C> <C> <C>
Numerator:
Net loss from continuing operations -
numerator for basic and diluted loss
per share $ (5,034) $ (164) $ (7,990) $ (253)
========= ========= ========== =========
Denominator:
Denominator for basic and diluted loss
per share - weighted-average shares 50,045 41,285 49,998 41,285
Effect of dilutive securities:
Stock options - - - -
Convertible notes - - - -
--------- --------- ---------- ---------
Total 50,045 41,285 49,998 41,285
--------- --------- ---------- ---------
Basic and diluted loss per share $ (.10) $ (.00) $ (.16) $ (.01)
========= ========= ========== =========
</TABLE>
The convertible notes and outstanding options to purchase 11,415,996
shares of common stock outstanding were not included in the computation of
diluted earnings per share because the assumed exercise or conversion would be
antidilutive.
9. SEGMENT REPORTING
The Company operates in one reportable segment and its foreign-based
revenues and assets represented less than ten percent of the Company's
consolidated revenues and assets.
10. COMMITMENTS AND CONTINGENCIES
The Company has certain contingent liabilities that arise in the
ordinary course of its business activities. The Company accrues liabilities when
it is probable that future costs will be incurred and such costs can be
reasonably estimated.
Xpedior has agreed to provide its president and CEO, David N. Campbell,
the benefits under a non-competition agreement between him and a former
employer, in the event the former employer ceases to make the payments due under
such non-competition agreement. Under this agreement, Mr. Campbell is entitled
to monthly payments aggregating $255,000 per year through November 2002,
thereafter reduced to $165,000 per year until his death. Mr. Campbell is also
entitled to receive benefits under the former employer's benefit plan and
through November 2002, reimbursement for medical premiums and payment of
premiums for a life insurance policy. In September 1999, the former employer
terminated all of the benefits owed to Mr. Campbell, including those which
Xpedior has agreed to undertake. Xpedior believes that the agreement has not
been breached by Mr. Campbell and that the former employer is obligated to make
the required payments. Although Xpedior plans to pursue this matter vigorously
and believes that it has strong legal defenses, there can be no assurance as to
the outcome of this matter.
8
<PAGE> 9
XPEDIOR INCORPORATED AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Metamor and NDC Group, Inc., a company acquired by Metamor which is
now a wholly-owned subsidiary of Xpedior, filed suit in May 1999 against some
former officers and shareholders of NDC and other parties for several causes of
action, including breaches of fiduciary duties and numerous covenants and
agreements. Metamor and NDC were seeking monetary and injunctive relief against
the defendants. In May 2000 the suit was settled, providing, among other things,
for net payments to the former shareholders of $3.7 million, which constitutes
a substantial compromise of the final earnout payment due under the acquisition
agreement, and the provision to Xpedior of certain additional contractual
covenants from such former shareholders.
On December 7, 1999, Expedia, Inc., a subsidiary of Microsoft
Corporation, filed a trademark infringement lawsuit against Xpedior in the
United States District Court for the Central District of California. The lawsuit
alleges that use of the Xpedior trademark infringes on the Expedia trademark.
The suit also alleges that uses of the Xpedior mark are likely to cause
confusion and dilution of the marks held by Expedia. The lawsuit further alleges
that Xpedior engaged in unfair competition and unlawful or unfair business
practices in violation of the California Business and Professions Code. In June
2000, Xpedior entered into a settlement agreement with Expedia, Inc. pursuant to
which Xpedior has secured the right to continue using the Xpedior name through
the end of 2003, subject to the payment of certain royalties to Expedia if the
Company continues to use the Xpedior name after 2001. The Company believes that
an appropriate opportunity to change its name in connection with the continued
evolution of its consulting capabilities will present itself prior to the end of
2001, and further expects that the Expedia settlement will have no material
adverse effect on its business, results of operations, or financial condition.
On April 7, 2000, Trylon Partners, Inc. ("Trylon") filed a complaint
against the Company, NDC Group, Inc., Metamor, and certain former shareholders
of NDC. Under Trylon's Complaint, and Trylon's Amended Complaint filed April 14,
2000, Trylon alleges that it is entitled to a brokerage fee in the amount of
$1,250,000, plus expenses and interest, in connection with the purchase of NDC
by Metamor. In addition to the brokerage fee, Trylon is seeking punitive damages
of $1,000,000, and certain additional monetary damages as a result of the
alleged fraud of the defendents in the matter. The Company and the other
defendants in the matter filed a motion to dismiss Trylon's amended Complaint,
which motion to dismiss was granted by the Federal District Court for the
Eastern District of Virginia on June 13, 2000. Trylon has filed a Second Amended
Complaint, and counsel for the Company and the other defendants in the matter
have filed a motion to dismiss that complaint as well. Oral arguments concerning
the defendants' motion to dismiss were heard by the court on August 4, 2000, and
the Court has not yet ruled on such motion to dismiss. The Company believes its
position on the merits of this case is strong, and the Company will continue to
vigorously defend itself in this matter.
11. COMPREHENSIVE INCOME (LOSS)
Comprehensive income (loss) is as follows (in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
---------------------- -----------------------
2000 1999 2000 1999
--------- --------- ---------- ---------
<S> <C> <C> <C> <C>
Net income (loss) $ (5,034) $ 351 $ (7,990) $ 741
Other comprehensive income,
net of income taxes:
Unrealized loss on available-for-sale
securities, net of tax (231) -- (39) --
Foreign currency translation adjustments (61) -- (93) --
--------- --------- ---------- ---------
Other comprehensive loss (292) -- (132) --
--------- --------- ---------- ---------
Comprehensive income (loss) $ (5,326) $ 351 $ (8,122) $ 741
========= ========= ========== =========
</TABLE>
9
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the
Company's Consolidated Financial Statements.
INTRODUCTION
We were formed by Metamor to be the holding company for its eBusiness
solutions unit. Metamor commenced operations of this unit with the acquisition
of Metamor Technologies, Ltd., our predecessor company, on March 27, 1997, and
acquired six additional companies in 1998 as part of the eBusiness solutions
unit. Effective April 30, 1999, Metamor contributed to Xpedior all the
outstanding capital stock of the seven companies comprising its eBusiness
solutions unit. All seven companies were wholly owned subsidiaries of Metamor.
As the entities were under common control, the contribution has been accounted
for at historical cost in a manner similar to a pooling of interests. In
September 1999, we acquired one additional company, Kinderhook Systems, Inc.
Before Metamor acquired them, our eBusiness unit companies were managed
as independent, private companies. As a consequence, their operating procedures
and results reflected different financial objectives, business practices,
service offerings and tax structures (S corporations and C corporations), which
influenced their historical operations, client base and compensation levels.
Since mid-1998, we have been integrating our eBusiness companies to implement a
collective corporate strategy. The major initiative of our integration process
has been to leverage the success of our eBusiness companies by sharing our
expertise and practices over a unified platform. The Xpedior Process and our
best practices and procedures have been refined and have been implemented
throughout our company. We have also analyzed and reviewed our internally
developed solutions to develop our "Xpediators," proven reusable technology
solutions. This integration of methodologies and reusable solutions from the
best practices found within our organization may present opportunities to
increase revenues and reduce costs, but may also necessitate additional costs
and expenditures for corporate administration, including expenses necessary to
continue to train our professionals and implement our unified Xpedior Process.
These various costs and possible cost-saving and revenue enhancements may make
historical operating results difficult to compare with, and not indicative of,
future performance.
In December 1999, we completed our initial public offering for the sale
of 9.8 million shares of common stock. Net proceeds from the offering totaled
$169.0 million. Of this amount, $122.6 million was paid to Metamor, which was
applied to repay debt of $100 million and to redeem 1,280,250 common shares
owned by Metamor.
On June 15, 2000, Metamor merged with a wholly-owned subsidiary of
PSINet Inc. in a stock transaction that provided for conversion of Metamor's
common stock into .9 shares of PSINet common stock. As a result of the merger,
PSINet became the indirect owner of approximately 79% of the issued and
outstanding common stock of Xpedior. In addition, PSINet provided a $50 million
loan to Xpedior pursuant to an 8 1/2% convertible promissory note. $29.2 million
of the proceeds from the convertible note was used to repay all working capital
advances from Metamor. All of the principal and interest outstanding under the
note will convert automatically into one million shares of Xpedior Series A
8 1/2% Cumulative Convertible Preferred Stock (the "Preferred Stock") upon the
effectiveness of the approval of Metamor which approval the Company expects will
become effective on or about September 30, 2000. Subject to certain adjustments
for issuances of common stock below the initial conversion price, the Preferred
Stock will be initially convertible into Xpedior common stock at a price of
$37.50 per share. The conversion price also adjusts annually based on market
price.
During the quarter ended June 30, 2000, certain convertible notes in
the aggregate principal amount of approximately $9.1 million issued by the
Company in connection with the acquisition of Kinderhook Systems Inc. in
September 1999, were converted by the holders into 508,417 shares of Xpedior
common stock at a conversion price of $16.53 per share. In connection with such
conversion, the holders of such convertible notes received payment of all unpaid
interest accrued from the time of issuance, and repayment of an aggregate of
$661,364 in principal due under the notes. In exchange, the noteholders released
Metamor from Metamor's guaranty of the repayment of the notes by Xpedior.
We enter into consulting service agreements on the basis that best fits
our clients' needs. Our primary form of offering services is on a
time-and-materials basis. In this form of contracting, we bill at an agreed upon
hourly rate for the time that we expend on our clients' projects, and revenues
are recorded at the time services are performed. We also offer our services on a
fixed-fee basis. When we contract on a fixed-fee basis, we recognize revenues on
a percentage of completion basis. Payments on our fixed-fee contracts usually
require an advance payment from the client with additional payments due on
either a milestone or a predetermined schedule. Payments billed in excess of
revenues earned are recorded as deferred revenues. Revenues earned but not yet
billed are recorded as work in process. In December of 1999, the SEC issued
Staff Accounting Bulletin 101 (SAB 101) Revenue Recognition in Financial
Statements. SAB 101 clarifies how existing revenue recognition rules should be
applied. In June of 2000, the SEC extended the required adoption date of the
Bulletin to the fourth quarter of 2000. The Company is currently evaluating its
revenue recognition policies and the effects of adopting SAB 101.
10
<PAGE> 11
During the quarter ended June 30, 2000, the Company expanded its
relationship with new and existing clients. Average annualized revenue from our
top ten customers rose 32% to $10 million, and our top 100 customers had average
annualized revenues of $2.2 million. Historically, we begin a client
relationship with a single project and, as our relationship grows, we increase
both the number of projects that we perform for a particular client and the size
of the engagement.
Our most significant expense is cost of services, which consists
primarily of project personnel salaries, benefits and non-reimbursed direct
expenses incurred to complete projects. The number of professionals assigned to
a project will vary according to the size, complexity, duration and demands of
the project. An unanticipated termination of a significant project could also
cause us to experience lower revenues and gross profit.
To sustain our growth and improve profitability, we have made and
continue to make substantial investments in the infrastructure of our business.
These investments include the addition of senior management, administrative
personnel, business development managers, facilities and recruiting
capabilities. Selling, general and administrative expenses include the costs of
recruiting, training, marketing, facilities, as well as administrative and
executive compensation consisting of salaries, bonuses and benefits.
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2000
COMPARED WITH THE THREE MONTHS ENDED JUNE 30, 1999
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
2000 1999
--------- ---------
Revenues from services $ 62,852 $ 31,044
Gross profit $ 30,216 $ 13,426
Operating income (loss) $ (7,136) $ 3,039
Net income (loss) $ (5,034) $ 351
Earnings (loss) per share (basic and diluted) $ (0.10) $ 0.01
REVENUES. Revenues for the current quarter increased 102% to $62.9
million, from $31.0 million in the second quarter of 1999. The increase in
revenue resulted from improvements in our average billing rates, internal growth
from new and expanded e-Business engagements, and the impact of an acquisition
made in the third quarter of 1999. Our average hourly billing rate increased to
$156 from $98 in the three months ended June 30, 1999. The impact of the
acquisition made in the third quarter of 1999 was approximately $4.0 million and
the balance of the revenue increase was due to new and expanded engagements for
our e-Business solutions.
GROSS PROFIT. Gross profit for the current quarter increased 125% to
$30.2 million or 48.1% of sales from $13.4 million or 43.2% in the three months
ended June 30, 1999. The improvement in gross profit is attributable to
increased revenues and improved billing rates. The expansion in our gross
margin percentage resulted from an increase in billing rates in excess of costs
and a change in the mix of our e-Business engagements.
OPERATING COSTS AND EXPENSES. Selling, general and administrative
("SG&A") expenses for the three months ended June 30, 2000 totaled $31.7
million, compared with $8.4 million for the three months ended June 30, 1999.
The increase in SG&A expenses is due to investments in infrastructure necessary
to support the growth of our company, increased sales and marketing expenses,
additional recruiting costs, and increases in bad debt expenses related to
certain of our client receivables.
During the three months ended June 30, 2000, a non-cash stock compensation
charge totaling $1.9 million was incurred as a result of Xpedior stock option
grants below fair value, which were granted prior to our initial public
offering. As a result of Metamor's merger with PSINet, the vesting of options
held by certain board members of Metamor was accelerated. As a result of the
acceleration, an additional compensation charge of $697,390 has been recorded
for the three months ended June 30, 2000.
11
<PAGE> 12
Combined depreciation and amortization totaled $3.7 million and $2.0
million for the three months ended June 30, 2000 and 1999, respectively. The
increases are due to additional amortization of intangible assets of newly
acquired businesses and to depreciation related to additional capital
expenditures.
NON-OPERATING COSTS AND EXPENSES. Interest expense totaled $0.3 million
and $3.2 million for the three months ended June 30, 2000 and 1999,
respectively.
PROVISION FOR INCOME TAXES. The benefit for income taxes for the
current quarter was $2.2 million, compared with $28,000 for the three months
ended June 30, 1999. The Company's effective tax rate includes the effects of
state income taxes and the portion of goodwill amortization not deductible for
federal income tax purposes.
NET INCOME (LOSS). Net loss for the three months ended June 30, 2000
was $5.0 million or $0.10 per share, compared with income of $.4 million, or
$.01 per share, for the three months ended June 30, 1999 due to the above
factors.
RESULTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2000
COMPARED WITH THE SIX MONTHS ENDED JUNE 30, 1999
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
2000 1999
--------- -------
Revenues from services $ 113,826 $58,813
Gross profit $ 54,592 $25,151
Operating income (loss) $ (14,293) $ 5,377
Net income (loss) $ (7,990) $ 741
Earnings (loss) per share (basic and diluted) $ (0.16) $ 0.01
REVENUES. Revenues for the six months ended June 30, 2000 increased 94%
to $113.8 million, from $58.8 million for the six months ended June 30, 1999.
This increase in revenues resulted from improvements in our average billing
rates, internal growth from new and expanded e-Business engagements, and the
impact of an acquisition made in the third quarter of 1999.
GROSS PROFIT. Gross profit for the six months increased 117% to $54.6
million or 48.0% of sales from $25.2 million or 42.8% of sales in the six months
ended June 30, 1999. The improvement in gross profit is attributable to
increased revenues and improved billing rates. The expansion in our gross
margin percentage resulted from an increase in billing rates in excess of costs
and a change in the mix of our e-Business engagements.
OPERATING COSTS AND EXPENSES. Selling, general and administrative
("SG&A") expenses for the six months ended June 30, 2000 totaled $58.6 million,
compared with $15.7 million for the six months ended June 30, 1999. The increase
in SG&A expenses is due to investments in infrastructure necessary to support
the growth of our company, increased sales and marketing expenses, additional
recruiting costs, and increases in bad debt expenses related to certain of our
client receivables.
During the six months ended June 30, 2000, a non-cash stock compensation charge
totaling $3.3 million was incurred as a result of Xpedior stock option grants
below fair value, which were granted prior to our initial public offering. As a
result of Metamor's merger with PSINet, the vesting of options held by certain
board members of Metamor was accelerated. As a result of the acceleration, an
additional compensation charge of $697,390 has been recorded for the three
months ended June 30, 2000.
Depreciation and amortization totaled $6.9 million and $4.1 million for
the six months ended June 30, 2000 and 1999, respectively. The increases are due
to additional amortization of intangible assets of newly acquired businesses and
to depreciation related to additional capital expenditures.
12
<PAGE> 13
NON-OPERATING COSTS AND EXPENSES. Interest expense totaled $0.6 million
and $5 million for the six months ended June 30, 2000 and 1999, respectively.
Included in non-operating income for the six months ending June 30, 2000 is a
gain of $2.8 million realized from the sale of securities.
PROVISION FOR INCOME TAXES. The provision (benefit) for income taxes
for the six months was $(3.5) million, compared with $.9 million for the six
months ended June 30, 1999. The Company's effective tax rate includes the
effects of state income taxes and the portion of goodwill amortization not
deductible for federal income tax purposes.
NET INCOME (LOSS). Net loss for the six months ended June 30, 2000 was
$8 million or $0.16 per share, compared with income of $.7 million, or $.01 per
share, for the six months ended June 30, 1999 due to the above factors.
LIQUIDITY AND CAPITAL RESOURCES
Our capital requirements have principally related to working capital
needs and capital expenditures. These requirements have been met primarily
through the proceeds of our initial public offering, funds provided by Metamor,
and the proceeds of the convertible debt issued to PSINet.
We had working capital of $25.0 million and $22.3 million at June 30,
2000 and 1999, respectively. We had cash and cash equivalents of $12.1 million
and $(0.7) million at June 30, 2000 and 1999, respectively. In addition, we have
restricted cash of $2.9 million that we have set aside as collateral for letters
of credit. Our operating cash flows and working capital requirements are
significantly affected by the timing of payroll and the receipt of payment from
our clients. Cash flows used in operating activities were $24.8 million and $7.2
million for the six months ended June 30, 2000 and 1999, respectively.
Capital expenditures totaled $11.9 million and $2.8 million for the six
months ended June 30, 2000 and 1999, respectively. The majority of these
expenditures related to computer equipment and software for technical
consultants, and leasehold improvements, furniture, fixtures and equipment
related to business expansion. The Company estimates that capital expenditures
for the remainder of 2000 will be approximately $10 million for normal recurring
items necessary to support business expansion and the anticipated growth in the
number of technical consultants.
On June 15, 2000, Xpedior issued a $50 million 8 1/2% convertible
promissory note to PSINet, which note will automatically convert into one
million shares of Xpedior Series A 8 1/2% Cumulative Convertible Preferred Stock
(the "Preferred Stock"). Upon the effectiveness of the approval of Metamor,
which approval the Company expects will become effective on or about September
30, 2000. Subject to certain adjustments for issuances of common stock below the
initial conversion price, the Preferred Stock will be initially convertible into
Xpedior common stock at a price of $37.50 per share. The conversion price also
adjusts annually based on market price.
During the quarter ended June 30, 2000, certain convertible notes in
the aggregate principal amount of approximately $9.1 million issued by the
Company in connection with the acquisition of Kinderhook Systems Inc., in
September 1999, were converted by the holders into 508,417 shares of Xpedior
common stock at a conversion price of $16.53 per share. In connection with such
conversion, the holders of such convertible notes received payment of all unpaid
interest accrued from the time of issuance, and repayment of an aggregate of
$661,364 in principal due under the notes. In exchange, the noteholders released
Metamor from Metamor's guaranty of the repayment of the notes by Xpedior.
We have received proposals from certain commercial banks for a senior
revolving credit facility, and are in the process of selecting a lender and
negotiating terms. We expect to secure a credit facility prior to our need for
additional working capital. We believe that our current cash balances, the
potential reduction in the current levels of accounts receivable, the potential
availability of borrowings under our proposed credit facility, and our ability
to access other external capital resources will be sufficient to meet our near
term requirements.
13
<PAGE> 14
INFLATION
The effects of inflation on the Company's operations were not
significant during the periods presented in the financial statements.
STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This Form 10-Q contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995, and information that is
based on management's beliefs, as well as assumptions made by, and information
currently available to, management. All statements and information relating to
the Company, other than statements of historical fact, are forward-looking
statements. When used in this document, the words "believe," "anticipate,"
"will," "should," "would," "estimate," "project," "expect," and similar
expressions, and the negative thereof, are intended to identify forward-looking
statements. Although the Company believes that the expectations reflected in
such forward-looking statements are reasonable, it can give no assurance that
such expectations will prove to have been correct. Such statements are subject
to certain risks, uncertainties and assumptions. Should one or more of these
risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those anticipated, estimated,
projected or expected. Among the key factors that may have a direct bearing on
the Company's operating results are the Company's ability to continue to attract
new clients and obtain new and expanded assignments from existing clients; the
Company's ability to retain its personnel and continue to hire, train and
efficiently utilize new employees; the Company's ability to manage, maintain and
promote its brand recognition in the marketplace; continued expansion of our
domestic and international operations and the successful integration of all of
the Company's operations; continued robust growth in demand in the United States
and abroad for eBusiness consulting services; the effect of intensifying
competition among a rising number of companies offering services similar to
those offered by the Company; fluctuations in the economy, and the Company's
ability to complete fixed price agreements in accordance with their terms and to
maintain profit margins in the face of pricing pressures. In addition, important
factors that could cause results to differ materially are set forth under the
caption "Risk Factors" in the Company's Annual Report on Form 10-K for the year
ended December 31, 1999.
14
<PAGE> 15
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in the applicable disclosures since
those set forth in the Company's Annual Report on Form 10-K for the year ended
December 31, 1999.
15
<PAGE> 16
' PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time the Company is involved in litigation relating to claims
arising out of its operations in the normal course of business. The Company is
not involved in any legal proceedings which would, in management's opinion, have
a material adverse effect on the Company's business or results of operations.
For information concerning certain pending matters, please see Note 10
"Commitments and Contingencies," to Notes to Unaudited Consolidated Financial
Statements.
ITEM 2. CHANGES IN SECURITIES
There have been no changes in securities during the quarter ended June 30, 2000.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
There have been no defaults by the Company on any Senior Securities during the
quarter ended June 30, 2000.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) At the Company's Annual Meeting of Stockholders held on May 2, 2000, the
following proposals were adopted by the votes specified below:
<TABLE>
<CAPTION>
For Against or Withheld Abstain
------------------------------------------
<S> <C> <C> <C>
1. Election of Class I Directors - 43,779,373 1,288 2,965
James W. Crownover
Peter T. Dameris
2. Ratification of Ernst & Young LLP 43,776,784 4,470 2,370
as independent auditors
(b) On June 15, 2000, Metamor Worldwide, Inc., the majority stockholder of the
Company, approved the issuance of one million shares of the Company's Series A 8
1/2% Cumulative Convertible Preferred Stock to PSINet Inc. Such approval by the
Company's majority stockholder shall become effective upon the Company's
delivery of an Information Statement to the Company's stockholders in accordance
with Regulation 14C promulgated under the Securities Exchange Act of 1934, as
amended. The Company expects the approval of the Company's majority stockholder
to become effective on or about September 30, 2000.
</TABLE>
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
The following exhibits are filed as part of this Quarterly Report:
Exhibit Number
(3.1) Amended and Restated Bylaws, as amended
(4.1)* Form of Certificate of Designations, Preferences and Relative,
Participating, Optional and other Special Rights and Qualifications,
Limitations and Restrictions of the Series A 8 1/2% Cumulative
Convertible Preferred Stock of Xpedior Incorporated (Form 8-K, filed
June 28, 2000)
(10.1)* Preferred Stock Purchase Agreement dated as of June 15, 2000, between
PSINet Inc. and Xpedior Incorporated (Form 8-K, filed June 28, 2000).
(27) Financial Data Schedule
------------
* Incorporated by reference
(b) Reports on Form 8-K
On June 28, 2000, the Company filed a Current Report on Form 8-K
announcing (1) under Item 1 a change in control of Xpedior in connection with
the merger on June 15, 2000, of Metamor Worldwide, Inc., with and into a
wholly-owned subsidiary of PSINet, Inc. which merger resulted in PSINet
becoming the beneficial owner of approximately 79% of the issued and outstanding
common stock of Xpedior; and (2) under Item 5 the issuance of an 8 1/2%
convertible note to PSINet for $50 million, which note will automatically
convert into 1 million shares of Xpedior Series A 8 1/2% Cumulative Convertible
Preferred Stock on the twentieth day following the delivery by Xpedior to its
common stockholders of the Information Statement relating to the approval by
Metamor of the issuance of such preferred shares.
16
<PAGE> 17
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 this 15th day of
August, 2000.
XPEDIOR INCORPORATED
By: /s/ David N. Campbell
------------------------------------------------------
David N. Campbell
President and Chief Executive Officer
(Duly Authorized Officer)
By: /s/ Thomas Werner
------------------------------------------------------
Thomas Werner
Senior Vice President and Chief Financial Officer
(Principal Financial and Chief Accounting Officer)
17
<PAGE> 18
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------ -------------------
3.1 Amended and Restated Bylaws, as amended.
4.1* Form of Certificate of the Designations,
Preferences and Relative, Participating, Optional
and other Special Rights and Qualifications,
Limitations and Restrictions of the Series A
8-1/2% Cumulative Convertible Preferred Stock of
Xpedior Incorporated (Form 8-K, filed June 28,
2000).
10.1* Preferred Stock Purchase Agreement dated as of
June 15, 2000, between PSINet Inc. and Xpedior
Incorporated (Form 8-K, filed June 28, 2000).
27 Financial Data Schedule
--------------
* Incorporated by reference.
18
