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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 000-21755
iGATE CORPORATION
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 25-1802235
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10 Foster Plaza, 5th Floor, 680 Andersen Drive, Pittsburgh, PA 15220
(Address of Principal Offices) (Zip Code)
(412) 503-4450
(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 [_]
The number of shares of the registrant's Common Stock, par value $0.01 per
share, outstanding as of October 31, 2002 was 51,403,263.
1
iGATE CORPORATION
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2002
TABLE OF CONTENTS
Page
----
PART I FINANCIAL INFORMATION 3
Item 1. Condensed Consolidated Financial Statements
(a) Unaudited Condensed Consolidated Statements of Operations for the
Three and Nine Month Periods Ended September 30, 2002 and 2001 3
(b) Condensed Consolidated Balance Sheets as of September 30, 2002
(unaudited) and December 31, 2001 4
(c) Unaudited Condensed Consolidated Statement of Shareholders' Equity
and Comprehensive Income for the Nine Month Period Ended September
30, 2002, and the year ended December 31, 2001 5
(d) Unaudited Condensed Consolidated Statements of Cash Flows for the
Nine Month Periods Ended September 30, 2002 and 2001 6
(e) Notes to Unaudited Condensed Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 18
Item 3. Quantitative and Qualitative Disclosure About Market Risk 30
Item 4. Controls and Procedures 31
PART II OTHER INFORMATION
Item 6. Exhibits and Report on Form 8-K 31
SIGNATURES 32
2
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(a)
iGATE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
-------------------- ----------------------
2002 2001 2002 2001
--------- -------- ---------- ----------
Revenues $ 72,122 $ 99,716 $ 223,080 $ 335,181
Cost of revenues 49,285 65,653 150,534 217,127
--------- -------- ---------- ---------
Gross profit 22,837 34,063 72,546 118,054
Selling, general and administrative 20,567 34,010 66,464 120,471
Special items -- 7,639 -- 7,639
Goodwill impairment -- 36,803 -- 36,803
--------- -------- --------- ---------
2,270 (44,389) 6,082 (46,859)
Income (loss) from operations
Other income (expense), net 18 (205) 1,007 (2,196)
Minority interest (53) (120) (385) (754)
Gain on deconsolidation of subsidiary -- -- 7,086 --
Equity in losses of affiliated companies -- (2,812) -- (7,977)
(Loss) gain on venture investments -- -- (215) 823
(Loss) gain on sale of stock of unconsolidated affiliate -- (3,022) -- 13,058
--------- -------- --------- ---------
Income (loss) before income taxes 2,235 (50,548) 13,575 (43,905)
Income tax provision (benefit) 894 (4,585) 5,430 (1,929)
--------- -------- --------- ---------
Income (loss) before cumulative effect of change in accounting principle 1,341 (45,963) 8,145 (41,976)
Cumulative effect of change in accounting principle, net of tax of $592 -- -- -- 887
--------- -------- --------- ---------
Net income (loss) $ 1,341 $(45,963) $ 8,145 $ (41,089)
========= ======== ========= =========
Net income (loss) per common share, basic before cumulative effect of
change in accounting principle $ 0.03 $ (0.90) $ 0.16 $ (0.82)
Cumulative effect of change in accounting principle per share -- -- -- 0.02
--------- -------- --------- ---------
Net income (loss) per common share, basic $ 0.03 $ (0.90) $ 0.16 $ (0.80)
========= ======== ========= =========
Net income (loss) per common share, diluted before cumulative effect
of change in accounting principle $ 0.03 $ (0.90) $ 0.16 $ (0.82)
Cumulative effect of change in accounting principle per share -- -- -- 0.02
--------- -------- --------- ---------
Net income (loss) per common share, diluted $ 0.03 $ (0.90) $ 0.16 $ (0.80)
========= ======== ========= =========
Weighted average common shares outstanding, basic 51,328 51,275 51,271 51,271
========= ======== ========= =========
Weighted average common shares outstanding, diluted 52,318 52,697 52,326 52,687
========= ======== ========= =========
The accompanying notes are an integral part of these Condensed
Consolidated Financial Statements.
3
(b)
iGATE CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share amounts)
September 30, December 31
2002 2001*
------------- -----------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 56,360 $ 54,438
Investments 26,717 16,314
Restricted cash and investments 25,020 27,430
Accounts receivable, net 52,646 61,397
Prepaid taxes and other assets 9,659 18,195
Deferred income taxes 3,973 5,527
------------- -----------
Total current assets 174,375 183,301
------------- -----------
Investments in unconsolidated affiliates 8,650 10,513
Land, building, equipment and leasehold improvements, net 12,570 17,830
Intangible assets, net 33,562 30,467
------------- -----------
Total assets $ 229,157 $ 242,111
============= ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable $ -- $ 5,347
Accounts payable 8,839 10,663
Accrued payroll and related costs 22,667 24,666
Other accrued liabilities 17,478 11,916
Accrued income taxes 5,004 --
Deferred revenue 4,031 5,355
------------- -----------
Total current liabilities 58,019 57,947
Convertible promissory note -- 10,000
Other long-term liabilities 648 9,229
Deferred revenue -- 939
Deferred income taxes 13,095 12,434
------------- -----------
Total liabilities 71,762 90,549
------------- -----------
Minority interest 6,168 8,186
Shareholders' equity:
Preferred Stock, without par value
1 share of Series A Preferred Stock held in treasury, at cost -- --
Common Stock, par value $0.01 per share:
52,367,706 and 52,245,436 shares issued, respectively 525 524
Additional paid-in capital 143,478 142,985
Retained earnings 26,157 18,012
Deferred compensation (127) (204)
Common Stock held in treasury, at cost, 964,443 and 964,443 shares, respectively (14,714) (14,714)
Accumulated other comprehensive loss (4,092) (3,227)
------------- -----------
Total shareholders' equity 151,227 143,376
------------- -----------
Total liabilities and shareholders' equity $ 229,157 $ 242,111
============= ===========
* Condensed from audited Consolidated Financial Statements.
The accompanying notes are an integral part of these Condensed Consolidated
Financial Statements.
4
(c)
iGATE CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY AND
COMPREHENSIVE INCOME
(Dollars in thousands)
(Unaudited)
Outstanding
Common Stock
------------------ Accumulated
Series A Additional Other
Par Preferred Paid in Retained Deferred Treasury Comprehensive
Shares Value Shares Capital Earnings Compensation Shares Income (Loss)
---------- ----- --------- ---------- -------- ------------ -------- -------------
Balance, December 31,
2000 51,143,012 $522 1 $ 142,706 $ 73,499 $ -- $(14,095) $ 7,955
Restricted stock award 150,000 2 -- 279 -- (281) -- --
Treasury stock
transactions and other (12,019) -- -- -- -- -- (619) --
Amortization of
deferred compensation -- -- -- -- -- 77 -- --
Comprehensive income:
Unrealized loss on
investments, net of
tax of $6.8 million -- -- -- -- -- -- -- (10,254)
Currency translation
adjustment -- -- -- -- -- -- -- (928)
Net loss -- -- -- -- (55,487) -- -- --
---------- ----- --------- ---------- -------- ------------ -------- -------------
Balance, December 31,
2001 51,280,993 524 1 142,985 18,012 (204) (14,714) (3,227)
Exercise of stock options,
includes effect of tax
benefit recognized 122,270 1 -- 493 -- -- -- --
Treasury stock transactions -- -- (1) -- -- -- -- --
Amortization of deferred
compensation -- -- -- -- -- 77 -- --
Comprehensive income:
Unrealized loss on
investments, net of
tax of $0.6 million -- -- -- -- -- -- -- (968)
Currency translation
adjustment -- -- -- -- -- -- -- 103
Net income -- -- -- -- 8,145 -- -- --
---------- ----- --------- ---------- -------- ------------ -------- -------------
Balance, September 30,
2002 51,403,263 $525 -- $ 143,478 $ 26,157 $ (127) $(14,714) $ (4,092)
========== ===== ========= ========== ======== ============ ======== =============
Total
Shareholder's Comprehensive
Equity Income (Loss)
------------- -------------
Balance, December 31,
2000 $ 210,587
Restricted stock award --
Treasury stock
transactions and other (619)
Amortization of
deferred compensation 77
Comprehensive income:
Unrealized loss on
investments, net of
tax of $6.8 million (10,254) $ (10,254)
Currency translation
adjustment (928) (928)
Net loss (55,487) (55,487)
------------- -------------
(66,669)
Balance, December 31,
2001 143,376
Exercise of stock options,
includes effect of tax
benefit recognized 494
Treasury stock transactions --
Amortization of deferred
compensation 77
Comprehensive income:
Unrealized loss on
investments, net of
tax of $0.6 million (968) (968)
Currency translation
adjustment 103 103
Net income 8,145 8,145
------------- -------------
Balance, September 30,
2002 $ 151,227 $ 7,280
============= =============
The accompanying notes are an integral part of these Condensed Consolidated
Financial Statements.
5
(d)
iGATE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
Nine Months Ended
September 30,
------------------------
2002 2001
-------- --------
Cash Flows From Operating Activities:
Operations:
Net income $ 8,145 $(41,089)
Adjustments to reconcile net income to cash provided by operations:
Depreciation and amortization 5,096 9,619
Net gain on deconsolidation of itiliti, net of cash (7,086) --
Gain on sale of stock of unconsolidated affiliates -- (13,058)
Loss on impairment of property and equipment -- 3,168
Loss on impairment of goodwill -- 36,803
Allowance for uncollectible accounts (180) --
Deferred income taxes, net 2,861 (1,465)
Loss (income) on venture investments and affiliated companies 215 (823)
Equity in losses of affiliated companies -- 7,977
Minority interest 385 754
Deferred revenue (561) 2,069
Amortization of deferred compensation 77 52
Amortization of bond premium 1,222 --
Lease cost associated with termination -- 1,270
Working capital items:
Accounts receivable and unbilled receivables 8,747 38,891
Prepaid and other assets 8,267 16,408
Accounts payable (1,312) (4,464)
Accrued and other current liabilities 644 3,247
-------- --------
Net cash flows provided by operating activities 26,520 59,359
-------- --------
Cash Flows From Investing Activities:
Additions to equipment and leasehold improvements, net (1,056) (6,986)
(Purchases) sales of investments (7,993) 3,253
Acquisition of minority units (850) --
Contingent consideration (4,879) (9,735)
Proceeds from sale of investment in unconsolidated affiliate 35 18,376
Investments in unconsolidated affiliates -- (1,206)
-------- --------
Net cash flows (used in) provided by investing activities (14,743) 3,702
-------- --------
Cash Flows From Financing Activities:
Payments on credit facilities -- (44,695)
Proceeds from issuance of subsidiary financing and warrants -- 5,000
Payments on long-term debt (10,000) --
Net proceeds from exercise of stock options 493 --
-------- --------
Net cash flows used in financing activities (9,507) (39,695)
-------- --------
Effect of currency translation (348) (979)
-------- --------
Net change in cash and cash equivalents 1,922 22,387
Cash and cash equivalents, beginning of period 54,438 22,773
-------- --------
Cash and cash equivalents, end of period $ 56,360 $ 45,160
======== ========
The accompanying notes are an integral part of these Condensed Consolidated
Financial Statements.
6
(e) NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The Unaudited Condensed Consolidated Financial Statements included herein
have been prepared by iGate Corporation (the "Company") in accordance with
generally accepted accounting principles for interim financial information and
Article 10 of Regulation S-X under the Securities Exchange Act of 1934, as
amended. Accordingly, the accompanying Unaudited Condensed Consolidated
Financial Statements do not include all of the information and notes required by
accounting principles generally accepted in the United States of America for
complete financial statements. The accompanying Unaudited Condensed Consolidated
Financial Statements as of and for the three and nine month periods ended
September 30, 2002 should be read in conjunction with the Company's Consolidated
Financial Statements (and notes thereto) included in the Company's Annual Report
filed on Form 10-K for the year ended December 31, 2001. In the opinion of the
Company's management, all adjustments considered necessary for a fair
presentation of the accompanying Unaudited Condensed Consolidated Financial
Statements have been included, and all adjustments unless otherwise discussed in
the Notes to the Unaudited Condensed Consolidated Financial Statements are of a
normal and recurring nature. All significant intercompany accounts and
transactions have been eliminated in consolidation. Operating results for the
three and nine month periods ended September 30, 2002 are not necessarily
indicative of the results that may be expected for the year ending December 31,
2002.
The use of accounting principles generally accepted in the United States
of America requires management to make estimates and assumptions that affect
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amount
of revenues and expenses during the reporting period. Actual results could
differ from those estimates.
On January 1, 2002, the Company adopted the provisions of EITF Issue No,
01-14 "Income statement characterization of reimbursements" ("EITF No. 01-14").
The Company was required to reclassify prior periods in order for them to
conform to current year reporting requirements under EITF No. 01-14.
Certain reclassifications have been made to the Unaudited Condensed
Consolidated Financial Statements for the three and nine month periods ended
September 30, 2001 to conform with the current period presentation. Due to new
reporting requirements which became effective on January 1, 2002, we now account
for billable expenses as a component of both revenue and direct costs. In prior
reporting periods, billable expenses were accounted for as reduction of direct
costs to arrive at gross margin. All prior reporting periods have been
reclassified to reflect these new reporting requirements.
The following table represents the impact on revenue and cost of revenue
for the adoption of EITF No. 01-14:
Three Months Ended Nine Months Ended
September 30, September 30,
--------------------- ---------------------
2002 2001 2002 2001
-------- -------- -------- --------
Revenue--as reported $ 72,122 $ 97,885 $223,080 $327,757
Adjustments -- 1,831 -- 7,424
-------- -------- -------- --------
Revenue--adjusted 72,122 99,716 223,080 335,181
======== ======== ======== ========
Cost of revenue--as reported 49,285 63,822 150,534 209,703
Adjustment -- 1,831 -- 7,424
-------- -------- -------- --------
Cost of revenue--adjusted $ 49,285 $ 65,653 $150,534 $217,127
======== ======== ======== ========
7
2. Change in Accounting Principle
The Company adopted Statement of Financial Accounting Standards No. 133,
"Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133")
effective January 1, 2001. SFAS 133 establishes accounting and reporting
standards requiring that all derivative instruments (including certain
derivative instruments embedded in other contracts) be recorded on the balance
sheet as either an asset or a liability measured at their fair value. SFAS 133
requires that changes in a derivative's fair value be recognized currently in
earnings unless specific hedge criteria are met.
The Company uses foreign exchange contracts to reduce its foreign exchange
exposure on certain intercompany debt. Through May 2001, the Company held
warrants to purchase common stock in a publicly traded company. As of January 1,
2001, the adoption of SFAS 133 resulted in the recording of $1.5 million of
current assets, and a gain of $0.9 million, net of tax, for the cumulative
effect of the change in accounting principle. Based on declining market values
in these warrants during the three months ending March 31, 2001, the derivative
amount recorded had virtually no value at March 31, 2001 and was accordingly
removed through the other expense line item on the Condensed Consolidated
Statement of Operations. For the nine months ending September 30, 2002, the only
qualifying derivative instrument was a foreign exchange contract on the
Company's Canadian intercompany debt. The value of this derivative instrument
was not material to the Condensed Consolidated Statement of Operations or the
Condensed Consolidated Balance Sheet. The foreign exchange contract has a
notional amount of $6.0 million Canadian dollars at 1.5759 (U.S. $3.8 million)
and a maturity date of December 31, 2002.
In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets" ("SFAS 142"). SFAS 142 requires goodwill to be tested for
impairment under certain circumstances, and written down when impaired, rather
than being amortized as previous standards required. Furthermore, SFAS 142
requires purchased intangible assets other than goodwill to be amortized over
their useful lives unless these lives are determined to be indefinite.
The Company has adopted the standard effective the beginning of fiscal
2002. In accordance with SFAS 142, the Company ceased amortizing goodwill
totaling $30.4 million as of the beginning of fiscal 2002.
During the first quarter of fiscal 2002, the Company completed the review
and valuation of its goodwill and determined that there was no need to record
any impairment charges in connection with the adoption of SFAS 142.
The following table presents the impact of SFAS 142 on net income and net
income per share had the standard been in effect for the three and nine month
periods ended September 30, 2002 and 2001:
Three Months Ended Nine Months Ended
September 30, September 30,
-------------------- ---------------------
2002 2001 2002 2001
-------- -------- --------- ---------
Net income (loss) before cumulative effect--as reported $ 1,341 $(45,963) $ 8,145 $ (41,976)
Adjustments:
Amortization of goodwill -- 2,468 -- 7,377
-------- -------- --------- --------
Net income (loss) before cumulative effect--adjusted 1,341 (43,495) 8,145 (34,599)
-------- -------- --------- --------
Cumulative effect of change in accounting principle, net of tax of $592 -- -- -- 887
-------- -------- --------- --------
Net income (loss)--adjusted $ 1,341 $(43,495) $ 8,145 $(33,712)
-------- -------- --------- --------
Basic and Dilutive Net Income Per Share before cumulative effect--adjusted $ 0.03 $ (0.85) $ 0.16 $ (0.68)
-------- -------- --------- --------
Basic and Dilutive Per Share cumulative effect of change in accounting
principle -- -- -- 0.02
-------- -------- --------- --------
Basic and Dilutive Net Income Per Share--adjusted $ 0.03 $ (0.85) $ 0.16 $ (0.66)
======== ======== ========= ========
8
The following tables present the reconciliation of changes in carrying
value of intangible assets for the three and nine month periods ended September
30, 2002 (in thousands):
Three Months Ended September 30, 2002
-------------------------------------------------------------------
Enterprise Offshore iGate
Applications IT Staffing Outsourcing Corporate Consolidated
------------ ----------- ----------- --------- ------------
Goodwill, beginning of period $ 10,277 $ 21,611 $ -- $ -- $ 31,888
Contingent consideration(1) -- 1,844 -- -- 1,844
Foreign currency translation effect -- (233) -- -- (233)
-------- -------- ----- ---- --------
Goodwill, end of period 10,277 23,222 -- -- 33,499
======== ======== ===== ==== ========
Identifiable Intangibles, beginning of period -- 133 -- -- 133
Less: Amortization(2) -- (70) -- -- (70)
-------- -------- ----- ---- --------
Identifiable Intangibles, end of period -- 63 -- -- 63
======== ======== ===== ==== ========
Total Intangible Assets $ 10,277 $ 23,285 $ -- $ -- $ 33,562
======== ======== ===== ==== ========
Nine Months Ended September 30, 2002
---------------------------------------------------------------------
Enterprise Offshore iGate
Applications IT Staffing Outsourcing Corporate Consolidated
------------ ----------- ----------- --------- ------------
Goodwill, beginning of period $ 10,334 $ 18,491 $ -- $1,222 $ 30,047
Deconsolidation and acquisition (57) (528) -- (1,222) (1,807)
Contingent consideration(3) -- 4,879 -- -- 4,879
Foreign currency translation effect -- 380 -- -- 380
-------- -------- ----- ------ --------
Goodwill, end of period 10,277 23,222 -- -- 33,499
======== ======== ===== ====== ========
Identifiable Intangibles, beginning of period -- 420 -- -- 420
Less: Amortization(2) -- (357) -- -- (357)
-------- -------- ----- ------ --------
Identifiable Intangibles, end of period -- 63 -- -- 63
======== ======== ===== ====== ========
Total Intangible Assets $ 10,277 $ 23,285 $ -- $ -- $ 33,562
======== ======== ===== ====== ========
- -----------
(1) Contingent consideration was paid in July 2002 and relates to a prior
acquisition.
(2) The intangible assets relate to the acquisition of customer contracts and
is being amortized over the remaining estimated life of the contractual
relationship. The amount is expected to be fully amortized by December 31,
2002.
(3) Contingent consideration was paid in April and July 2002 and relates to
prior acquisitions.
3. Comprehensive income
Comprehensive income for the three and nine months ended September 30, 2002
and 2001 is as follows:
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------- -----------------------
2002 2001 2002 2001
--------- --------- -------- ---------
Net income (loss) $ 1,341 $(45,963) $ 8,145 $(41,089)
Unrealized loss on investments, net of tax (297) (504) (968) (14,256)
Currency translation adjustment 580 29 103 (979)
-------- -------- -------- --------
Comprehensive income (loss) $ 1,624 $(46,438) $ 7,280 $(56,324)
======== ======== ======== ========
9
4. Investments and Restricted Investments
The Company accounts for its investments in marketable securities in
accordance with Statement of Financial Accounting Standards No. 115, "Accounting
for Certain Investments in Debt and Equity Securities" ("SFAS 115"). The Company
has determined that certain of its investments in marketable securities are to
be classified as available-for-sale and recorded at fair value. These
investments are carried at market value, with the unrealized gains or losses,
net of tax, reported as a component of comprehensive income in the Consolidated
Statement of Shareholders' Equity and Comprehensive Income. Realized gains or
losses on securities sold are calculated using the specific identification
method.
The Company accounts for investments in businesses in which it owns between
20% and 50% voting interest of equity or otherwise acquires management influence
using the equity method of accounting as prescribed by Accounting Principles
Board Opinion No. 18, "The Equity Method of Accounting for Investments in Common
Stock." Investments in which the Company owns less than a 20% voting interest,
or in which the Company does not have significant influence are accounted for
using the cost method of accounting, or, if publicly traded, as
available-for-sale securities. The Company's proportionate share of investment
income or loss in affiliates accounted for under the equity method is recorded
as part of equity in losses of affiliated companies on the Condensed
Consolidated Statement of Operations.
There were no dividends declared for any of the three or nine month periods
ended September 30, 2002 and 2001.
Gain (Loss) on Venture Investments
In February 2002, the Company's subsidiary Highgate Ventures I, LP
("Highgate") sold its entire interest in Versata, Inc. ("Versata") for cash,
realizing a loss of $0.2 million.
In April 2001, the Company recorded a $6.4 million gain on the sale of
300,000 shares of Speechworks Common Stock, and a $0.1 million loss on
impairments of other venture investments. The gain and loss, respectively, are
included as part of "Gain (loss) on venture investments" on the Condensed
Consolidated Statement of Operations.
In March 2001, the Company's subsidiary Highgate recorded losses in its
investments in Bluewater Information Convergence, Inc. ("Bluewater") and Xpede,
Inc. ("Xpede"). Highgate owned 926,859 shares of Series A Convertible Preferred
Stock of Bluewater with a cost of $3.0 million, and 800,000 shares of Series B
Convertible Preferred Stock in Xpede with a cost of $2.0 million. In addition,
Highgate held a $0.5 million, 10% Convertible Promissory Note from Bluewater
that was due to mature on September 12, 2001. Highgate does not anticipate
realizing any value from these investments, and, accordingly, recorded losses
totaling $5.5 million for the three month period ended March 31, 2001 on the
impairment of its investments in Bluewater and Xpede.
Gain on Sale of Stock of Unconsolidated Affiliates
On February 28, 2001, the Company sold its approximate 50% interest in
Planning Technologies, Inc. ("PTI") to Red Hat, Inc. ("Red Hat") in exchange for
approximately 3.2 million shares of Red Hat's Common Stock. As part of the
agreement, approximately 10% of the Red Hat shares are held in escrow. From
January through February 28, 2001, the Company recorded its share of PTI's loss
in accordance with equity accounting rules. Upon the closing of the sale, the
Company accounted for its investment in Red Hat Common Stock in accordance with
SFAS 115. The Company recorded a gain of approximately $16.7 million pursuant to
the transaction. The Company's portion of the proceeds on the sale was
calculated based upon Red Hat's closing price on February 23, 2001 of $6.4375.
In the nine months ended September 30, 2001, the Company sold 1,370,000
shares of Red Hat Common Stock for an aggregate of $5.3 million, net of fees.
The Company recorded losses totaling $3.6 million pursuant to the transactions.
Investments
The Company had short-term investments consisting of commercial paper,
money market funds and corporate bonds that totaled $26.7 million and $16.3
million at September 30, 2002 and December 31, 2001, respectively. These funds
are to be used for the Company's majority owned subsidiary Mascot Systems Ltd.
due to Indian governmental restrictions.
In addition, the Company had restricted investments consisting of money
market funds, that totaled $25.0 million and $27.4 million at September 30, 2002
and December 31, 2001, respectively. The restrictions are related to the new PNC
Credit Facility which require that the Company pledge $25.0 million and upfront
funding for employee medical benefits in the amount of $0.1 million at September
30, 2002 and $2.4 million at December 31, 2001.
10
5. Gain on Deconsolidation of itiliti
On March 15, 2002, through the combination of a sale of new shares by
itiliti to strategic investors and conversion of its bridge loan financing
vehicle to voting equity securities, the Company's ownership interest in itiliti
was reduced from 90% to 49%. Subsequent to the transaction date, the Company
accounted for its interest in itiliti under the equity method of accounting due
to its lack of a controlling interest in itiliti. In addition, the Company will
have no future obligation to fund additional operating or financing requirements
of itiliti. During the three month period ended March 31, 2002, the Company
recorded a gain on deconsolidation of $7.1 million and pretax losses for the
period January 1, 2002 through the date of deconsolidation in the amount of $2.2
million. The after tax impact for the three months ended March 31, 2002 of the
deconsolidation gain, net of losses was approximately $3.0 million. During the
three and nine months ended September 30, 2001 and year ended December 31, 2001,
the Company recorded after tax losses for itiliti of $1.0 million, $3.2 million
and $5.0 million, respectively.
6. Restructuring and Merger Charges
In the third and fourth quarters of 2001, the continued economic downturn
caused the Company to do an extensive review of its operations and certain
overhead costs associated with each reportable segment. In August and December
of 2001, respectively, the Company's Board of Directors approved separate
restructuring plans.
The components of the restructuring charges, merger and the restructuring
accrual at September 30, 2002 are as follows:
Accrued Accrued
December 31 Foreign Cash September 30,
2001 Exchange Gain Expenditures 2002
----------- ------------- ------------ -------------
(Dollars in thousands)
Severance, executive bonus and related items $ 3,587 $ 6 $ (859) $ 2,734
Lease costs of office closure 2,826 6 (946) 1,886
---------- --------- -------- --------
Total $ 6,413 $ 12 $ (1,805) $ 4,620
========== ========= ======== ========
As part of the Company's restructuring plans implemented and approved
during 2001, the Company recorded severance and related charges totaling $4.1
million. The Company reduced headcount by a total of 136 employees. These
employees ranged from executive level through administrative assistants and
affected eJiva, Symphoni, Red Brigade, Mastech Quantum and iGate. The costs
associated with the severance will be paid by the fiscal year end 2003. Costs
associated with the executive bonus will be paid by October 1, 2004. Lease costs
associated with office closure will extend through 2006 due to the lease terms.
11
7. Earnings Per Share
The following table sets forth the computation of basic and diluted
earnings per share (in thousands, except per share data):
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------- ---------------------
2002 2001 2002 2001
---------- --------- --------- ---------
Basic earnings per share:
Income (loss) before cumulative change in accounting principle
$ 1,341 $ (45,963) $ 8,145 $ (41,976)
Cumulative effect of change in accounting principle -- -- -- 887
---------- --------- -------- ---------
Net income (loss)
$ 1,341 $ (45,963) $ 8,145 $ (41,089)
========== ========= ======== =========
Divided by:
Weighted average common shares 51,328 51,275 51,271 51,271
---------- --------- -------- ---------
Basic earnings per share $ 0.03 $ (0.90) $ 0.16 $ (0.80)
========== ========= ======== =========
Diluted earnings per share:
Income (loss) before cumulative change in accounting principle
$ 1,341 $ (45,963) $ 8,145 $ (41,976)
Cumulative effect of change in accounting principle -- -- -- 887
---------- --------- -------- ---------
Net income (loss) 1,341 (45,963) 8,145 (41,089)
Convertible debt expense, net of tax(1) 53 188 242 568
---------- --------- -------- ---------
Adjusted net income (loss) $ 1,394 $ (45,775) $ 8,387 $ (40,521)
========== ========= ======== =========
Divided by the sum of:
Weighted average common shares 51,328 51,275 51,271 51,271
Dilutive effect of restricted and common stock equivalents 349 35 379 29
Dilutive effect of convertible securities(2) 641 1,387 676 1,387
---------- --------- -------- ---------
Diluted average common shares 52,318 52,697 52,326 52,687
---------- --------- -------- ---------
Diluted earnings per share $ 0.03 $ (0.90) $ 0.16 $ (0.80)
========== ========= ======== =========
- ------------
(1) Convertible debt expense relates to a Convertible Debenture Agreement with
GE Capital Equity Investments, Inc. ("GE Capital). On September 23, 2002,
the Company paid the remaining portion of the outstanding debt to GE
Capital.
(2) The dilutive effect of convertible securities related to the debt have
been weighted for the period that the debt was outstanding for the most
recent quarter ended September 30, 2002.
The number of outstanding options to purchase common shares for which the
option exercise prices exceeded the average market price of the common shares
aggregated 1,926 and 3,314 for the three month periods and 1,911 and 3,689 for
the nine month periods ended September 30, 2002 and 2001, respectively. These
options were excluded from the computation of diluted earnings per share under
the treasury stock method.
8. Segment Information
In accordance with Statement of Financial Accounting Standards No. 131,
"Disclosures about Segments of an Enterprise and Related Information,"
management has reevaluated the way the Company is being managed, beginning in
the first quarter of 2002. As a result, the existing operating units of the
Company were recast into four reportable operating segments, which have been
defined by management based primarily on the scope of services offered by each
segment. Accordingly, the segment information for the three and nine months
ended September 30, 2001, have been restated for comparative purposes.
12
In January 2002, the Company re-examined its financial reporting structure,
how it segments its operating businesses and how it categorizes its service
offerings. As a result of its review, it has decided to segment its business
according to its service offerings. Its decision was based upon the following
factors: (1) to provide the readers of its financial statements, a much simpler
view of its business; (2) with the deconsolidation of itiliti and the cessation
of operations of MobileHelix, its service offerings became substantially
services and easier to define and segment by service offering; and (3) it
believes that its segment reporting approach best represents senior management's
analysis of operating results into the foreseeable future. The composition of
segments and measure of segment profitability is consistent with that used by
the Company's management.
13
In 2001, our reporting segments were Emplifi, Mascot, eJiva, Emerging
eServices, Value Services, Staffing Services and iGate.
In 2002, our reporting segments were recast according to service offerings
into Offshore Outsourcing, Enterprise Applications, IT Staffing and iGate
Corporate.
Offshore Outsourcing
We are able to provide custom and package application development,
application maintenance outsourcing, business intelligence services and
application reengineering through our Offshore Development Center ("ODC") model.
This model offers clients certain advantages compared to domestic development,
which include significant cost savings and more efficient "around the clock"
delivery. These services are offered through our majority owned subsidiary
Mascot Systems Ltd. ("Mascot"). Mascot is publicly held on several India stock
exchanges.
Currently, we have ODCs in Bangalore and Chennai, India. During the three
and nine months ended September 30, 2002, approximately 31% and 30% of its
revenues were generated using this ODC model, respectively. The revenues of our
Offshore Delivery reporting segment consist entirely of Mascot.
Mascot markets its services to chief financial officers and chief
information officers within prospective client companies. Mascot typically
enters into an initial client contract with an average duration of approximately
nine to ten months. Mascot's fixed price contracts generally provide for payment
based upon deliverables and project milestones reached. Mascot's other contracts
provide for payment on a time-and-materials basis, based on the number of
consultant hours worked on the project. Clients typically have the right to
cancel contracts with minimal notice. Contracts with deliverables or project
milestones can provide for certain penalties if the deliverables or project
milestones are not met within a contract timeline.
Mascot serves large and medium-sized client organizations in a wide variety
of industries. Mascot is a Global Preferred Partner of General Electric Company
("GE"). During the three and nine months ended September 30, 2002, Mascot
derived approximately 72% and 71%, respectively, of its revenues from its top
five clients. GE accounted for approximately 56% and 54% of Mascot's revenues
during the three and nine months ended September 30, 2002, respectively.
Mascot is headquartered in Bangalore, India and has offices in the Indian
city of Chennai. Mascot's U.S. headquarters is in Pittsburgh, Pennsylvania.
Mascot also has offices in Singapore, Belgium, the Netherlands, United Kingdom,
Germany, Japan and Sweden. Mascot has over 1,640 employees worldwide.
Enterprise Applications
The Enterprise Application ("EA") segment consists of services provided by
our wholly owned subsidiary RedBrigade Ltd. ("RedBrigade") and our majority
owned subsidiary eJiva, Inc., ("eJiva"). RedBrigade provides web integration
services in the European market. eJiva provides custom enterprise application
implementation, customer relationship management applications implementation,
supply chain management applications implementation and business process
consulting. eJiva's capabilities include software design and customization;
strategic consulting; domain expertise in a variety of industries; and
enterprise application implementation and integration services. Most of EA's
client engagements involve the development of customized software solutions.
Each of the companies within the EA segment markets its services to
information technology directors and chief information officers within
prospective client companies. The companies typically enter into an initial
client contract with an average duration of approximately nine to ten months for
its fixed price projects and its business intelligence software implementation.
These fixed price contracts generally provide for payment based upon
deliverables and project milestones reached. Some of these contracts provide for
payment based on a time-and-materials basis, based on the number of consultant
hours worked on the project. Clients typically have the right to cancel time and
materials contracts with minimal notice.
Typically, the service offerings within the segment are designed for large
and medium-sized client organizations in a wide variety of industries. During
the three and nine months ended September 30, 2002, the EA segment derived
approximately 37% and 36%, respectively, of its revenues from its top five
clients. Philip Morris Companies, Inc. and GE accounted for approximately 16%
and 9%, respectively, of EA segment revenues during the quarter and 15% and 9%,
respectively, for the nine months ended September 30, 2002.
eJiva is headquartered in Pittsburgh, Pennsylvania, and maintains offices
in Pleasanton, California; and Worthington, Ohio, and has more than 320
employees. RedBrigade is headquartered in Bracknell, England, and has offices in
Ireland, Scotland, and South Africa and has more than 230 employees.
14
IT Staffing
The IT Staffing ("Staffing") segment consists of our wholly owned
subsidiaries Mastech Emplifi, Inc., ("MEI"), Chen & McGinley, Inc. ("CMI"),
Symphoni, LLC ("Symphoni"), Global Financial Services of Nevada, Inc. ("GFS"),
Direct Resources (Scotland) Ltd. ("Direct Resources"), Mastech Application
Services, Inc. ("MAS"), Mastech Emplifi Ltd., ("MEL") and Mastech Asia Pacific
Pty. Ltd. ("MAP"). These entities provide a variety of client managed and
supervised IT staffing service offerings including custom application
development and design services and package implementation and application
support services. Staffing provides these services to large and medium-sized
client organizations. Its capabilities include client directed software design
and customization; web-focused strategic consulting; domain expertise in a
variety of industries; and enterprise application integration services. In
addition, Staffing also offers training as a service to its customers.
Staffing markets its services to application development managers and
information technology directors within prospective client companies and also
responds to requests for proposals for preferred vendor status to win long-term
engagement relationships. Staffing typically enters into an initial client
contract with a relatively short duration. This contract is often extended, and
the average duration of a client project is approximately nine to ten months.
These contracts generally provide for payment on a time-and-materials basis,
based on the number of consultant hours worked on the project. Clients typically
have the right to cancel contracts with minimal notice.
The segment serves a wide variety of industries. During both the three and
nine months ended September 30, 2002, Staffing's top five clients accounted for
approximately 18% of its revenues. For the three and nine months ended September
30, 2002, the segment did not have a client that accounted for more than 10% of
revenues.
The Staffing segment has U.S. offices in Pittsburgh, Pennsylvania; San
Francisco, California; Dallas, Texas; Raleigh, North Carolina; New York, New
York; Boston, Massachusetts and Minneapolis, Minnesota. The Staffing segment has
international offices located in Edinburgh, Scotland; Mississauga, Canada; and
Canberra, Melbourne, Sydney, and Brisbane, Australia. The Staffing segment has
more than 1,680 employees.
iGate Corporate
We have also recast our iGate Corporate ("iGate") segment. Historically,
the iGate segment was a non-revenue producing segment that captured corporate
costs, joint ventures and other strategic investment activity and other
unallocated charges.
Our recast iGate segment will report operating results of itiliti,
MobileHelix and jobcurry, Inc. In March 2002, we deconsolidated itiliti and
closed operations of MobileHelix. There were no operating losses recorded for
either of these entities in the quarter ended September 30, 2002. jobcurry, Inc.
continues to provide recruiting and placement services for iGate and outside
customers. jobcurry, Inc. is excluded from the above segments due largely to its
dissimilar service offerings and certain economic characteristics. iGate
Corporate is headquartered in Pittsburgh, Pennsylvania. jobcurry is located in
Pune, India. iGate Corporate has more than 70 employees.
The accounting policies of the segments are the same as those described in
the summary of significant accounting policies. The Company evaluates segment
performance based upon profit or loss from operations. The Company does not
allocate income taxes, other income or expense and non-recurring charges to
segments. In addition, the Company accounts for inter-segment revenues and
transfers at current market prices. All inter-segment revenues have been
eliminated in the following tables.
Three Months Ended September 30, 2002 (Dollars in thousands)
---------------------------------------------------------------
Offshore Enterprise IT iGate
Outsourcing Applications Staffing Corporate Total
----------- ------------ --------- --------- -------
External revenues $ 18,648 $ 15,167 $ 38,252 $ 55 $ 72,122
Cost of revenues 11,699 9,472 28,099 15 49,285
------------ ----------- ---------- --------- ---------
Gross profit 6,949 5,695 10,153 40 22,837
Operating expenses 5,939 6,129 6,240 2,259 20,567
------------ ----------- ---------- --------- ---------
Operating margin $ 1,010 $ (434) $ 3,913 (2,219) 2,270
============ =========== ==========
Other income, net 18 18
Minority interest (53) (53)
========= =========
Income (loss) before income taxes $ (2,254) $ 2,235
========= =========
15
Three Months Ended September 30, 2001 (Dollars in thousands)
------------------------------------------------------------------
Offshore Enterprise IT iGate
Outsourcing Applications Staffing Corporate Total
----------- ------------ ---------- ----------- -----------
External revenues $ 23,542 $ 19,770 $ 56,012 $ 392 $ 99,716
Cost of revenues 13,987 11,572 39,603 491 65,653
----------- ---------- ---------- ----------- -----------
Gross profit 9,555 8,198 16,409 (99) 34,063
Special items -- 1,115 41,813 1,514 44,442
Operating expenses 7,198 9,012 10,915 6,885 34,010
----------- ---------- ---------- ----------- -----------
Operating margin $ 2,357 $ (1,929) $ (36,319) (8,498) (44,389)
=========== ========== ==========
Other expense, net (205) (205)
Minority interest (120) (120)
Equity in losses of affiliated companies (2,812) (2,812)
Loss on sale of stock of unconsolidated affiliates (3,022) (3,022)
----------- -----------
Loss before income taxes $ (14,657) $ (50,548)
=========== ===========
Nine Months Ended September 30, 2002 (Dollars in thousands)
------------------------------------------------------------------
Offshore Enterprise IT iGate
Outsourcing Applications Staffing Corporate Total
----------- ------------ ---------- ----------- -----------
External revenues $ 55,138 $ 49,214 $ 118,228 $ 500 $ 223,080
Cost of revenues 34,409 29,426 86,167 532 150,534
----------- ---------- ---------- ----------- -----------
Gross profit 20,729 19,788 32,061 (32) 72,546
Operating expenses 17,925 18,405 21,966 8,168 66,464
----------- ---------- ---------- ----------- -----------
Operating margin $ 2,804 $ 1,383 $ 10,095 (8,200) 6,082
=========== ========== ==========
Other income, net 1,007 1,007
Minority interest (385) (385)
Gain on deconsolidation of subsidiary 7,086 7,086
Loss on venture investments
(215) (215)
----------- -----------
Income (loss) before income taxes $ (707) $ 13,575
=========== ===========
Nine Months Ended September 30, 2001 (Dollars in thousands)
------------------------------------------------------------------
Offshore Enterprise IT iGate
Outsourcing Applications Staffing Corporate Total
----------- ------------ ----------- ------------- -----------
External revenues $ 68,966 $ 74,756 $ 190,009 $ 1,450 $ 335,181
Cost of revenues 41,391 41,145 133,003 1,588 217,127
----------- ---------- ----------- ----------- -----------
Gross profit 27,575 33,611 57,006 (138) 118,054
Special items -- 1,115 41,813 1,514 44,442
Operating expenses 19,954 34,817 40,923 24,777 120,471
----------- ---------- ----------- ----------- -----------
Operating margin $ 7,621 $ (2,321) $ (25,730) (26,429) (46,859)
=========== ========== ===========
Other expense, net
(2,196) (2,196)
Minority interest
(754) (754)
Equity in losses of affiliated companies (7,977) (7,977)
Gain on venture investments 823 823
Gain on sale of stock of unconsolidated affiliates 13,058 13,058
----------- -----------
Loss before income taxes $ (23,475) $ (43,905)
=========== ===========
16
Assets by segment were as follows:
September 30, December 31,
2001 2002
------------- ------------
(Dollars in thousands)
Offshore Outsourcing $ 64,843 $ 60,091
Enterprise Applications 25,806 23,585
IT Staffing 40,013 43,603
iGate Corporate(1) 98,495 114,832
---------- ------------
Total assets $229,157 $242,111
========== ============
Revenue and assets by geographic area consisted of the following:
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------- -------------------------
2002 2001 2002 2001
------- ------- -------- --------
(Dollars in thousands) Dollars in thousands)
Revenues:
United States $41,303 $66,280 $132,503 $235,406
Canada 5,250 5,469 15,485 17,539
Europe and Africa 6,175 8,428 19,418 25,265
Pacific Rim(2) 19,394 19,539 55,674 56,971
------- ------- -------- --------
Total revenues $72,122 $99,716 $223,080 $335,181
======= ======= ======== ========
September 30, December 31,
2002 2001
------------- ------------
(Dollars in thousands)
Assets:
United States(1) $153,764 $172,157
Canada 5,301 6,039
Europe and Africa 7,593 7,976
Pacific Rim(2) 62,499 55,939
------------ ------------
Total assets $229,157 $242,111
============ ============
- --------------
(1) Substantially all goodwill is recorded at the iGate Corporate Level. See
Note 2 for segment breakout.
(2) Revenues and assets of Mascot's U.S. branch are included in the United
States.
The Company had one customer in each of the quarters ended September 30,
2002, and 2001, that represented approximately 16% and 15% of consolidated
external revenues, respectively.
The Company had one customer in the nine month periods ended September 30,
2002 and 2001 that accounted for 16% and 14% of consolidated external revenues,
respectively.
The Company closely monitors the credit risks associated with this customer
and has never experienced significant losses.
17
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis should be read in conjunction with
Part II, Item 7 of the registrant's Annual Report on Form 10-K for the year
ended December 31, 2001. The following discussion should also be read in
conjunction with the Condensed Consolidated Financial Statements and notes
thereto appearing elsewhere in this Quarterly Report on Form 10-Q ("Form 10-Q").
As used herein, "iGate" or the "Company" shall mean iGate Corporation and each
of its consolidated subsidiaries.
The preparation of our financial statements requires us to apply
accounting policies and make certain estimates and assumptions that affect the
reported amounts of assets and liabilities, revenues and expenses and the
disclosure of contingent assets and liabilities at the date of the iGate
financial statements. These policies can be subject to judgments and
estimations, and different amounts could be reported using different assumptions
and estimates. We use our best judgments in determining the appropriate amount
to reflect in the financial statements, using historical experience and other
assumptions and information we believe is appropriate. Actual results could
differ from our estimates. A description of our significant accounting policies
is set forth in Note 1 to the Consolidated Financial Statements set forth on
page 43 - 50 of the Annual Report on Form 10-K for the year ended December 31,
2001.
Some of the statements in this Form 10-Q that are not historical facts are
forward-looking statements. These forward-looking statements include our
financial, growth, and liquidity projections, as well as statements concerning
our plans, strategies, intentions and beliefs concerning our business, cash
flows, costs, and the markets in which we operate. Without limiting the
foregoing, the words "believes," "anticipates," "plans," "expects," and similar
expressions are intended to identify certain forward-looking statements. These
statements are based on information currently available to us, and we assume no
obligation to update these statements as circumstances change. There are risks
and uncertainties that could cause actual events to differ materially from these
forward-looking statements. These risks include, but are not limited to, our
ability to predict our financial performance, the level of market demand for our
services, the highly-competitive market for the types of services that we offer,
the impact of competitive factors on profit margins, market conditions that
could cause our customers to reduce their spending for our services, our ability
to create, acquire, and build new businesses and to grow our existing
businesses, our ability to attract and retain qualified personnel, our ability
to reduce costs and conserve cash, currency fluctuations and market conditions
in India and elsewhere around the world, political and military tensions in
India and South Asia, changes in generally accepted accounting principals and/or
their interpretation and other risks that are described in more detail in our
filings with the Securities and Exchange Commission including our Form 10-K for
the year ended December 31, 2001.
iGate Corporation, formerly named iGate Capital Corporation, through its
operating subsidiaries is a worldwide provider of information technology ("IT")
services and eServices to large and medium-sized organizations. These services
include client/server design and development, conversion/migration services,
offshore outsourcing, enterprise resource planning (ERP), package implementation
and integration services, electronic business systems, software development and
applications maintenance outsourcing. These services are provided in a variety
of computing environments and use leading technologies, including client/server
architecture, object-oriented programming languages and tools, distributed
database management systems and the latest networking and communications
technologies.
Business Developments
2001 was a difficult year for the entire IT industry. Demand for our
services declined as a result of the general economic slowdown, which caused a
reduction in capital spending and a decrease in the number of new software
projects initiated by our customers. During the past year, in response to the
general economic slowdown and the conditions in our industry, we performed
extensive examinations of our operations within each of our reportable segments.
Based upon our review, we restructured certain of our operating segments, merged
two of our companies and performed an assessment of the carrying values of our
intangible assets. These reviews caused us to record restructuring charges in
the amount of $9.8 million, as well as goodwill impairment charges in the amount
of $37.3 million for the year ended December 31, 2001. A description of our
restructuring is set forth in Note 4 to the Consolidated Financial Statements
set forth on pages 43-50 of the Annual Report on Form 10-K for the year ended
December 31, 2001.
During the nine months ended September 30, 2002, our revenues continued to
decline, due to many of the same factors that affected us in 2001. These
declines in revenues caused us to look for ways to be more profitable, cut costs
and increase cash flow, which are discussed below.
18
On March 15, 2002, through the combination of a sale of new shares by
itiliti to strategic investors and conversion of its bridge loan financing
vehicle to voting equity securities, the Company's ownership interest in itiliti
was reduced from 90% to 49%. Subsequent to the transaction date, the Company
accounted for its interest in itiliti under the equity method of accounting due
to its lack of a controlling interest in itiliti. In addition, the Company will
have no future obligation to fund additional operating or financing requirements
of itiliti. During the three months ended March 31, 2002, the Company recorded a
gain on deconsolidation of $7.1 million and pretax losses for the period January
1, 2002 through the date of deconsolidation in the amount of $2.2 million. The
after tax impact for the three and nine months ended June 30, 2002 of the
deconsolidation gain, net of losses was approximately $3.0 million. During the
three and nine months ended September 30, 2001 and year ended December 31, 2001,
the Company recorded after tax losses for itiliti of $1.0 million, $3.2 million
and $5.0 million, respectively.
On August 12, 2002, itiliti sold its assets and liabilities to Peopleclick
for approximately 3% of Peopleclick's outstanding common stock plus $50,000 in
cash. We had $0 basis in itiliti at the time of sale to Peopleclick, and have
assigned $0 basis in our Peopleclick stock, due to lack of marketability and
liquidation preferences of its preferred shareholders.
In March 2002, we made the decision to close MobileHelix, Inc.
("MobileHelix") and cease its operations effective immediately. We recognized no
loss related to the closing of MobileHelix.
In March 2002, we purchased the portion of Symphoni, LLC's outstanding
membership units that we did not own for $0.9 million cash. We now own 100% of
Symphoni, LLC.
In January 2002, we began an examination of our financial reporting
structure, how we segment our operating businesses and how we categorize our
service offerings. As a result of our review, we have decided to segment our
business according to our service offerings. Our decision was based upon the
following factors: (1) to provide the readers of our financial statements, a
much simpler view of our business; (2) with the deconsolidation of itiliti and
the cessation of operations of MobileHelix, our service offerings became
substantially services and easier to define and segment by service offering; and
(3) we believe that our segment reporting approach best represents senior
management's analysis of operating results into the foreseeable future.
In 2001, our reporting segments were Emplifi, Mascot, eJiva, Emerging
eServices, Value Services, Staffing Services and iGate.
In 2002, our reporting segments will be recast according to service
offerings into Offshore Outsourcing, Enterprise Applications, IT Staffing and
iGate Corporate.
Offshore Outsourcing
We are able to provide custom and package application development,
application maintenance outsourcing, business intelligence services and
application reengineering through our Offshore Development Center ("ODC") model.
This model offers clients certain advantages compared to domestic development,
which include significant cost savings and more efficient "around the clock"
delivery. These services are offered through our majority owned subsidiary
Mascot Systems Ltd. ("Mascot"). Mascot is publicly held on several India stock
exchanges.
Currently, we have ODCs in Bangalore and Chennai, India. During the three
and nine months ended September 30, 2002, approximately 31% and 30% of its
revenues were generated using this ODC model, respectively. The revenues of our
Offshore Delivery reporting segment consist entirely of Mascot.
Mascot markets its services to chief financial officers and chief
information officers within prospective client companies. Mascot typically
enters into an initial client contract with an average duration of approximately
nine to ten months. Mascot's fixed price contracts generally provide for payment
based upon deliverables and project milestones reached. Mascot's other contracts
provide for payment on a time-and-materials basis, based on the number of
consultant hours worked on the project. Clients typically have the right to
cancel contracts with minimal notice. Contracts with deliverables or project
milestones can provide for certain penalties if the deliverables or project
milestones are not met within a contract timeline.
Mascot serves large and medium-sized client organizations in a wide
variety of industries. Mascot is a Global Preferred Partner of General Electric
Company ("GE"). During the three and nine months ended September 30, 2002,
Mascot derived approximately 72% and 71% of its revenues from its top five
clients, respectively. GE accounted for approximately 56% and 54% of Mascot's
revenues during the three and nine months ended September 30, 2002,
respectively.
Mascot is headquartered in Bangalore, India and has offices in the Indian
city of Chennai, Mascot's U.S. headquarters is in Pittsburgh, Pennsylvania.
Mascot also has offices in Singapore, Belgium, the Netherlands, United Kingdom,
Japan, Germany and Sweden. Mascot has over 1,640 employees worldwide.
19
Enterprise Applications
The Enterprise Applications ("EA") segment consists of services provided
by our wholly owned subsidiary RedBrigade Ltd. ("RedBrigade") and our majority
owned subsidiary eJiva, Inc., ("eJiva"). RedBrigade provides web integration
services in the European market. eJiva provides custom enterprise application
implementation, customer relationship management applications implementation,
supply chain management applications implementation and business process
consulting. eJiva's capabilities include software design and customization;
strategic consulting; domain expertise in a variety of industries; and
enterprise application implementation and integration services. Most of eJiva's
client engagements involve the development of customized software solutions.
Each of the companies within the EA segment markets its services to
information technology directors and chief information officers within
prospective client companies. The companies typically enter into an initial
client contract with an average duration of approximately nine to ten months for
its fixed price projects and its business intelligence software implementation.
These fixed price contracts generally provide for payment based upon
deliverables and project milestones reached. Some of these contracts provide for
payment based on a time-and-materials basis, based on the number of consultant
hours worked on the project. Clients typically have the right to cancel time and
materials contracts with minimal notice.
Typically, the services offering within the segment are designed for large
and medium-sized client organizations in a wide variety of industries. During
the three and nine months ended September 30, 2002, the EA segment derived
approximately 37% and 36%, respectively, of its revenues from its top five
clients. Philip Morris Companies, Inc. and GE accounted for approximately 16%
and 9%, respectively, of EA segment revenues during the quarter and 15% and 9%,
respectively, in the nine months ended September 30, 2002, respectively.
eJiva is headquartered in Pittsburgh, Pennsylvania, and maintains offices
in; Pleasanton, California; and Worthington, Ohio, and has more than 320
employees. RedBrigade is headquartered in Bracknell, England, and has offices in
Ireland, Scotland, and South Africa and has more than 230 employees.
IT Staffing
The IT Staffing ("Staffing") segment consists of our wholly owned
subsidiaries Mastech Emplifi, Inc., ("MEI"), Chen & McGinley, Inc. ("CMI"),
Symphoni, LLC ("Symphoni"), Global Financial Services of Nevada, Inc. ("GFS"),
Direct Resources (Scotland) Ltd. ("Direct Resources"), Mastech Application
Services, Inc. ("MAS"), Mastech Emplifi Ltd., ("MEL") and Mastech Asia Pacific
Pty. Ltd. ("MAP"). These entities provide a variety of client managed and
supervised IT staffing service offerings including custom application
development and design services and package implementation and application
support services. Staffing provides these services to large and medium-sized
client organizations. Its capabilities include client directed software design
and customization; web-focused strategic consulting; domain expertise in a
variety of industries; and enterprise application integration services. In
addition, Staffing, also offers training as a service to its customers.
Staffing markets its services to application development managers and
information technology directors within prospective client companies and also
responds to requests for proposals for preferred vendor status to win long-term
engagement relationships. Staffing typically enters into an initial client
contract with a relatively short duration. This contract is often extended, and
the average duration of a client project is approximately nine to ten months.
These contracts generally provide for payment on a time-and-materials basis,
based on the number of consultant hours worked on the project. Clients typically
have the right to cancel contracts with minimal notice.
The segment serves a wide variety of industries. During both the three and
nine months ended September 30, 2002, Staffing's top five clients accounted for
approximately 18% of its revenues. For the three and nine months ended September
30, 2002, the segment did not have a client that accounted for more than 10% of
revenues.
The Staffing segment has U.S. offices in Pittsburgh, Pennsylvania, San
Francisco, California; Dallas, Texas; Raleigh, North Carolina; New York, New
York; Boston, Massachusetts and Minneapolis, Minnesota. The Staffing segment has
international offices located in Edinburgh, Scotland, Mississauga, Canada; and
Canberra, Melbourne, Sydney, and Brisbane, Australia. The Staffing segment has
more than 1,680 employees.
20
iGate Corporate
We have also recast our iGate Corporate ("iGate Corporate") segment.
Historically, the iGate segment was a non-revenue producing segment that
captured corporate costs, joint venture and other strategic investment activity
and other unallocated charges.
Our recast iGate Corporate segment will report operating results of
itiliti, MobileHelix and jobcurry, Inc. In March 2002, we deconsolidated
itiliti, and closed operations of MobileHelix. There were no operating losses
recorded for either of these entities in the quarter ended September 30, 2002.
jobcurry, Inc. continues to provide recruiting and placement services for iGate
Corporate and outside customers. jobcurry, Inc. is excluded from the above
segments due largely to its dissimilar service offerings and certain economic
characteristics.
Results of Operations of Our Operating Segments: Offshore Outsourcing,
Enterprise Applications, and IT Staffing for the three months ended September
30, 2002 as compared to the three months ended September 30, 2001.
Due to new reporting requirements, which became effective on January 1,
2002, we now account for billable expenses as a component of both revenue and
direct costs. In prior reporting periods, billable expenses were accounted for
as a reduction of direct costs to arrive at gross margin. All prior reporting
periods have been restated to reflect these new reporting requirements.
Revenues for our Offshore Outsourcing segment were $18.6 million at
September 30, 2002, a decrease of $4.9 million or 20.8% as compared to $23.5
million for the comparable quarter ended September 30, 2001. Billable expenses
for this segment approximated 0.2% and 0.1% as a percentage of revenue for the
quarters ended September 30, 2002 and 2001, respectively. Factors contributing
to the decline in revenues for the segment were continued weakness in IT
spending, decreases in consultant utilization and overall billable consultant
headcount. In addition, our non-GE revenues did not grow as rapidly as we
initially anticipated. We have also experienced delays from clients in closing
new projects due to their uncertainty in the economy. We continue to experience
pricing pressures from our customers.
The gross margin for our Offshore Outsourcing segment, including billable
expenses, was 37.3% for the quarter ended September 30, 2002, as compared to
40.6% at September 30, 2001. The decrease in gross margin in this segment was
attributable to a combination of pricing pressures, increases in employees
related costs and benefits, and by three significant blended rate contracts,
which contributed approximately 30% of our offshore segment revenues. Blended
rates are rates that are fixed regardless of where the work is performed, onsite
or offshore. These contracts have had a negative impact on margins due to
startup costs being onsite.
Selling, general and administrative ("S,G&A") expenses include all costs
that are not directly associated with our Offshore Outsourcing segment's revenue
generating consultants. S,G&A expenses include non-consultant salaries and
employees benefits, costs of consultants that are not being utilized on projects
(i.e. "bench costs"), recruiting and training costs, rent, depreciation and
amortization, as well as communications and facilities costs. Offshore
Outsourcing S,G&A costs for the quarter ended September 30, 2002 were $5.9
million or 31.8% of revenues as compared to $7.2 million or 30.6% of revenues
for the quarter ended September 30, 2001. While our S,G&A costs as a percentage
of revenues rose as compared to the quarter ended September 30, 2001, our
absolute dollar costs decreased $1.3 million or 17.5%. This decrease was mainly
due to better management of bench costs, and overhead employee headcount.
Operating margin for the Offshore Outsourcing segment for the quarter
ended September 30, 2002 was $1.0 million or 5.4% of revenues as compared to
$2.4 million or 10.0% of revenues for the comparable quarter ended September 30,
2001. The decreases were attributed to a decline in overall revenue volume, an
unfavorable mix of salaried consultants to subcontract labor which directly
affects our gross margins, and an increase in S,G&A costs as a percentage of
revenue.
Revenues for our Enterprise Applications segment were $15.2 million at
September 30, 2002, a decrease of $4.6 million or 23.3% as compared to $19.8
million for the comparable quarter ended September 30, 2001. Billable expenses
for this segment approximated 6.2% and 5.3% as a percentage of revenue for the
quarters ended September 30, 2002 and 2001, respectively. The decline in
revenues for the segment was mainly attributable to continued weakness in IT
spending, decreases in consultant utilization and overall billable consultant
headcount. We have also experienced project delays from clients over the past
few months due to their uncertainty in the economy. We have also experienced
delays from clients in closing new projects due to their uncertainty in the
economy. We continue to experience pricing pressures from our customers.
The gross margin for our Enterprise Applications segment, including
billable expenses, was 37.5% for the quarter ended September 30, 2002, as
compared to 41.5% at September 30, 2001. Gross margins have declined due to
pricing pressures from new and existing clients and increasing employee costs
which could not be offset with increases in billing rates.
21
Selling, general and administrative ("S,G&A") expenses include all costs
that are not directly associated with our Enterprise Applications segment's
revenue generating consultants. S,G&A expenses include non-consultant salaries
and employees benefits, costs of consultants that are not being utilized on
projects, recruiting and training costs, rent, depreciation and amortization, as
well as communications and facilities costs. Enterprise Applications S,G&A costs
for the quarter ended September 30, 2002 were $6.1 million or 40.4% of revenues
as compared to $9.0 million or 45.6% of revenues for the comparable quarter
ended September 30, 2001. This decrease in S,G&A costs was mainly attributable
to better management of bench costs, employee headcount and other operating
costs.
In September 2001, we recorded special items in the amount of $1.1
million, due to a restructuring. These special items consisted of severance
costs totaling $0.3 million and fixed asset writedowns totaling $0.8 million.
Operating margin for the Enterprise Applications segment for the quarter
ended September 30, 2002 was a loss of $0.4 million or 2.9% of revenues, as
compared to a loss excluding special items, of $0.8 million or 4.1% of revenues
for the comparable quarter ended September 30, 2001. The improvement in
operating margin was attributed to decreases in S,G&A costs as a percentage of
revenue.
Revenues for our IT Staffing segment were $38.3 million for the quarter
ended September 30, 2002, a decrease of $17.8 million or 31.7% as compared to
$56.0 million for the comparable quarter ended September 30, 2001. Billable
expenses for this segment approximated 1.7% and 1.3% as a percentage of revenue
for the quarters ended September 30, 2002 and 2001, respectively. The decline in
revenues for the segment was mainly attributable to continued weakness in IT
spending, decreases in consultant utilization and overall billable consultant
headcount. We continue to experience pricing pressures from our customers.
The gross margin for our IT Staffing segment, including billable expenses,
was 26.5% for the quarter ended September 30, 2002, as compared to 29.3% at
September 30, 2001. The decrease in gross margin in this segment was
attributable to a combination of pricing pressures, increases in employees
related costs and benefits, as well as increased usage of subcontractor labor.
Selling, general and administrative ("S,G&A") expenses include all costs
that are not directly associated with our IT Staffing segment's revenue
generating consultants. S,G&A expenses include non-consultant salaries and
employees benefits, costs of consultants that are not being utilized on
projects, recruiting and training costs, rent, depreciation and amortization, as
well as communications and facilities costs. IT Staffing S,G&A costs for the
quarter ended September 30, 2002 were $6.2 million or 16.3% of revenues as
compared to $10.9 million or 19.5% of revenues for the quarter ended September
30, 2001. This decrease in S,G&A costs was mainly attributable to better
management of bench costs, employee headcount and other operating costs.
In September 2001, we recorded special items in the amount of $41.8
million. These special items consisted of severance costs totaling $0.5 million,
fixed asset writedowns totaling $0.8 million, lease costs associated with office
closures totaling $1.3 million, an executive bonus totaling $2.4 million and
goodwill impairment charges totaling $36.8 million.
Operating margins for the IT Staffing segment for the quarter ended
September 30, 2002 was $3.9 million or 10.2% of revenues as compared to $5.5
million excluding special items or 9.8% of revenues for the comparable quarter
ended September 30, 2001. The decrease in operating margin in absolute dollars
was mainly attributed to declines in revenue volume and an unfavorable mix of
salaried consultants to subcontractor labor which directly affects gross margin.
Operating margin as a percentage of revenue increased due to decreases in S,G&A
spending, which offset declines in volume and unfavorable labor mixes.
iGate Corporate
iGate Corporate segment reports operating results of itiliti, MobileHelix
and jobcurry. In March 2002, we deconsolidated itiliti, and closed operations of
MobileHelix. There were no operating losses recorded for either of these
entities in the quarter ended September 30, 2002. jobcurry, Inc. continues to
provide recruiting and placement services for iGate Corporate and outside
customers. Revenues for the segment, for the quarter ended September 30, 2002,
were $0.1 million, a decrease of $0.3 million or 86% from revenues of $0.4
million for the comparable quarter ended September 30, 2001, due to declines in
revenues of itiliti and jobcurry. MobileHelix had no revenues for the quarter.
Gross margins were 72.7% for the quarter ended September 30, 2002
specifically due to revenues of jobcurry. Gross margins for the quarter ended
September 30, 2001, were 25.3%, as costs exceeded revenues for itiliti.
MobileHelix had no direct costs for either quarter.
iGate's segment operating expenses declined $4.6 million or 67.2% from the
comparative quarter ended September 30, 2001. This decline was attributed to the
closure and deconsolidation of MobileHelix and itiliti, Inc., respectively, as
well as declines in headcount and other S,G&A costs.
22
In September 2001, we recorded special items in the amount of $1.5
million. These special items consisted of severance costs of $0.2 million, exit
costs of training activity of $0.8 million and fixed asset writedowns of $0.5
million.
Overall declines in S,G&A on a consolidated basis are discussed above.
23
Other Income Components
Three Months Ended
September 30,
---------------------
2002 2001
------ ---------
Other income (expense), net $ 18 $ (205)
Minority interest (53) (120)
Equity in losses of affiliated companies -- (2,812)
Loss on sale of stock of unconsolidated affiliates -- (3,022)
----- --------
Other income (expense), net $(35) $(6,159)
===== ========
Components of other income (expense), net for the quarter ended September
30, 2002, include interest income and expense, foreign currency translations on
intercompany debt and the writedown of Speechworks warrants in accordance with
SFAS No. 133. The Speechworks warrants were either written down to a $0 value or
were converted to common stock during 2001. Other income (expense), net for the
quarter ended September 30, 2002 was less than $0.1 million and consisted of
interest income on cash and cash equivalents of $0.9 million, offset by
unfavorable foreign currency translation of $0.5 million and by interest
expenses of $0.4 million. Other income (expense), net for the quarter ended
September 30, 2001 consisted of interest income on cash and cash equivalents of
$0.8 million offset by interest expense of $0.6 million.
Minority interest reflects the share of the net income or loss of our
majority-owned operating subsidiaries attributable to the minority owners.
Minority interest amounted to expense of $0.1 million for the third quarter of
2002 and 2001. The minority interest expense in 2002 was the minority share of
the net income of Mascot. The minority interest expense in 2001 consisted of the
minority share of the net income of Mascot and IRG, net of the minority share of
the net loss of Symphoni and itiliti.
We had no joint venture or equity investment activity in 2002. Equity in
losses of affiliated companies consists of our share of the net gains of our
iProcess joint venture and losses of our equity investments in Air2Web and
VCampus. We sold our share of iProcess on June 20, 2001 and recognized a gain of
$1.9 million related to the sale. Equity in losses of affiliated companies for
the third quarter of 2001 totaled $2.8 million.
The loss on sale of stock of unconsolidated affiliate in the third quarter
of 2001 consisted of a $3.0 million loss on the sale of shares of Red Hat Common
Stock that we received with the sale of PTI.
Our income tax provision was $0.9 million at an effective tax rate of 40%
for the quarter ended September 30, 2002. The significant items comprising our
effective tax rate include the benefits derived from our Indian tax holiday. Our
tax benefit in 2001 was $4.6 million at an effective rate of 9.1% and
significant items comprising our effective rate include the write-off of
impaired goodwill that is not recognized for tax purposes, non-deductible
goodwill amortization and equity losses, which are offset by a tax holiday in
India related to our Mascot subsidiary.
Results of Operations of Our Operating Segments: Offshore Outsourcing,
Enterprise Applications, and IT Staffing for the nine months ended September 30,
2002 as compared to the nine months ended September 30, 2001.
Due to new reporting requirements which became effective on January 1,
2002, we must now account for billable expenses as a component of both revenue
and direct costs. In prior reporting periods, billable expenses were accounted
for as a reduction of direct costs to arrive at gross margin. All prior
reporting periods have been restated to reflect these new reporting
requirements.
Revenues for our Offshore Outsourcing segment were $55.1 million for the
nine months ended September 30, 2002, a decrease of $13.8 million or 20.1% as
compared to $69.0 million for the comparable nine month period ended September
30, 2001. Billable expenses for this segment approximated 0.1% as a percentage
of revenue for both periods ended September 30, 2002 and 2001, respectively.
Factors contributing to the decline in revenues for the segment were continued
weakness in IT spending, decreases in consultant utilization and overall
billable consultant headcount. In addition, our non-GE revenues did not grow as
rapidly as we initially anticipated. We have also experienced delays from
clients in closing new projects due to their uncertainty in the economy. We
continue to experience pricing pressures from our customers.
24
The gross margin for our Offshore Outsourcing segment, including billable
expenses, was 37.6% for the nine month period ended September 30, 2002, as
compared to 40.0% for the comparable period at September 30, 2001. The decrease
in gross margin in this segment was attributable to a combination of pricing
pressures, increases in employees related costs and benefits, and by three
significant blended rate contracts, which contributed approximately 30% of our
offshore segment revenues. Blended rates are rates that are fixed regardless of
where the work is performed, onsite or offshore. These contracts have had a
negative impact on margins due to startup costs being onsite.
Selling, general and administrative ("S,G&A") expenses include all costs
that are not directly associated with our Offshore Outsourcing segment's revenue
generating consultants. S,G&A expenses include non-consultant salaries and
employees benefits, costs of consultants that are not being utilized on
projects, recruiting and training costs, rent, depreciation and amortization, as
well as communications and facilities costs. Offshore Outsourcing S,G&A costs
for the nine month period ended September 30, 2002 were $17.9 million or 32.5%
of revenues as compared to $20.0 million or 28.9% of revenues for the comparable
nine month period. While our S,G&A as a percentage of revenues rose for
comparable periods, our absolute dollar costs decreased $2.0 million or 10.2%.
This decrease was mainly due to better management of bench costs and overhead
employee headcount.
Operating margin for the Offshore Outsourcing segment for the nine months
ended September 30, 2002 was $2.8 million or 5.0% of revenues as compared to
$7.6 million or 11.1% of revenues for the comparable nine months ended September
30, 2001. The decreases were attributed to a decline in overall revenue volume,
an unfavorable mix of salaried consultants to subcontract labor which directly
affects our gross margins, and an increase in S,G&A costs as a percentage of
revenue.
Revenues for our Enterprise Applications segment were $49.2 million for
the nine months ended September 30, 2002, a decrease of $25.5 million or 34.2%
as compared to $74.8 million for the comparable period ended September 30, 2001.
Billable expenses for this segment approximated 5.6% and 5.4% as a percentage of
revenue for the periods ended September 30, 2002 and 2001, respectively. The
decline in revenues for the segment was mainly attributable to continued
weakness in IT spending, decreases in consultant utilization and overall
billable consultant headcount. We have also experienced project delays from
clients over the past few months due to their uncertainty in the economy. We
continue to experience pricing pressures from our customers.
The gross margin for our Enterprise Applications segment, including
billable expenses, was 40.2% for the nine months ended September 30, 2002, as
compared to 45.0% for the comparable period ended September 30, 2001. The
decrease in gross margin in this segment was attributable to a combination of
pricing pressures and increases in employees related costs and benefits.
Selling, general and administrative ("S,G&A") expenses include all costs
that are not directly associated with our Enterprise Applications segment's
revenue generating consultants. S,G&A expenses include non-consultant salaries
and employees benefits, costs of consultants that are not being utilized on
projects (i.e. "bench costs"), recruiting and training costs, rent, depreciation
and amortization, as well as communications and facilities costs. Enterprise
Applications S,G&A costs for the nine month period ended September 30, 2002 were
$18.4 million or 37.4% of revenues as compared to $34.8 million or 46.6% of
revenues for the comparable nine month period ended September 30, 2001. This
decrease in S,G&A costs was mainly attributable to better management of bench
costs, employee headcount and other operating costs.
In September 2001, we recorded special items in the amount of $1.1
million, due to a restructuring. These special items consisted of severance
costs totaling $0.3 million and fixed asset writedowns totaling $0.8 million.
Operating margin for the Enterprise Applications segment for the nine
months ended September 30, 2002 was $1.4 million or 2.8% of revenues as compared
to a loss excluding special items of $1.2 million or 1.6% of revenues for the
comparable nine months ended September 30, 2001. The increases were attributed
to decreases in S,G&A costs as a percentage of revenue.
Revenues for our IT Staffing segment were $118.2 million for the nine
months ended September 30, 2002, a decrease of $71.8 million or 37.8%, as
compared to $190.0 million for the comparable period ended September 30, 2001.
Billable expenses for this segment approximated 1.5% and 1.7% as a percentage of
revenue for the periods ended September 30, 2002 and 2001, respectively. The
decline in revenues for the segment was mainly attributable to continued
weakness in IT spending, decreases in consultant utilization and overall
billable consultant headcount. Because of competitive pricing pressures, billing
rates for consultants for comparable periods have had a negative impact on
revenues.
The gross margin for our IT Staffing segment, including billable expenses,
was 27.1% for the nine months ended September 30, 2002, as compared to 30.0% for
the comparable period at September 30, 2001. The decrease in gross margin in
this segment was attributable to a combination of pricing pressures, increases
in employees related costs and benefits, as well as increased usage of
subcontractor labor.
Selling, general and administrative ("S,G&A") expenses include all costs
that are not directly associated with our IT Staffing segment's revenue
generating consultants. S,G&A expenses include non-consultant salaries and
employees benefits,
25
costs of consultants that are not being utilized on projects, recruiting and
training costs, rent, depreciation and amortization, as well as communications
and facilities costs. IT Staffing S,G&A costs for the nine month period ended
September 30, 2002 were $22.0 million or 18.6% of revenues as compared to $40.9
million or 21.5% of revenues for the nine month period ended September 30, 2001.
This decrease in S,G&A costs was mainly attributable to better management of
bench costs, employee headcount and other operating costs.
In September 2001, we recorded special items in the amount of $41.8
million. These special items consisted of severance costs totaling $0.5 million,
fixed asset writedowns totaling $0.8 million, lease costs associated with office
closures totaling $1.3 million, an executive bonus totaling $2.4 million and
goodwill impairment charges totaling $36.8 million.
Operating margin for the IT Staffing segment for the nine months ended
September 30, 2002 was $10.1 million or 8.5% of revenues as compared to $16.1
million or 8.4% of revenues for the comparable nine months ended September 30,
2001. The decrease in operating margin in absolute dollars was mainly attributed
to declines in revenue volume and an unfavorable mix of salaried consultants to
subcontract labor which directly affect gross margin. Operating margin as a
percentage of revenue increased due to decreases in S,G&A spending, which offset
declines in volume and unfavorable labor mixes.
iGate Corporate
iGate Corporate segment reports operating results of itiliti, MobileHelix
and jobcurry. In March 2002, we deconsolidated itiliti, and closed operations of
MobileHelix. jobcurry, Inc. continues to provide recruiting and placement
services for iGate Corporate and outside customers. Revenues for the segment,
for the nine months ended September 30, 2002, were $0.5 million, a decrease of
$1.0 million or 65.5% from revenues of $1.5 million for the comparable nine
months ended September 30, 2001, due to declines in revenues of itiliti,
MobileHelix and jobcurry.
Gross margins were a loss of 6.4% for the nine months ended September 30,
2002 and a loss of 9.5% at September 30, 2001, as costs exceeded revenue amounts
for MobileHelix and itiliti.
iGate's segment expenses declined $16.6 million or 67.0% from the
comparative nine month periods ended September 30, 2001. This decline was
attributable to the closure and deconsolidation of MobileHelix and itiliti,
Inc., respectively, as well as declines in headcount and other S,G&A costs.
In September 2001, we recorded special items in the amount of $1.5
million. These special items consisted of severance costs of $0.2 million, exit
costs of training activity of $0.8 million and fixed asset writedowns of $0.5
million.
Overall declines in S,G&A on a consolidated basis are discussed above.
Other Income Components
Nine Months Ended
September 30,
----------------------
2002 2001
--------- ---------
Other income (expense), net $1,007 $(2,196)
Minority interest (385) (754)
Gain on deconsolidation of subsidiary 7,086 --
Equity in losses of affiliated companies -- (7,977)
(Loss) gain on venture investments (215) 823
Gain on sale of stock of unconsolidated affiliates -- 13,058
------- --------
Other income, net $7,493 $ 2,954
======= ========
Components of other income(expense), net for the nine months ended
September 30, 2002, include interest income and expense, foreign currency
translations on intercompany debt and the writedown of Speechworks warrants in
accordance with SFAS No. 133. The Speechworks warrants were either written down
to a $0 value or were converted to common stock during 2001. Other income
(expense), net for the nine months ended September 30, 2002 totaled $1.0 million
and consisted of interest income on cash and cash equivalents of $2.5 million,
favorable foreign currency translation of $0.8 million offset by interest
expense of $2.3 million. Other income (expense), net for the nine months ended
September 30, 2001 consisted of interest income on cash and cash equivalents of
$2.8 million, unfavorable foreign currency translation of $1.2 million, expense
associated with the writedown of Speechworks warrants of $1.5 million and
interest expense of $2.3 million.
Minority interest reflects the share of the net income or loss of our
majority-owned operating subsidiaries attributable to the minority owners.
Minority interest amounted to expense of $0.4 million for the nine months ended
September 30, 2002, compared
26
to expense of $0.8 million for the nine months ended September 30, 2001. The
minority interest expense in 2002 was the minority share of the net income of
Mascot. The minority interest expense in 2001 consisted of the minority share of
the net income of Mascot and IRG, net of the minority share of the net loss of
Symphoni and itiliti.
We recorded a gain on deconsolidation of itiliti of $7.1 million for the
nine months ended September 30, 2002, that is more fully discussed in footnote 5
to the Condensed Consolidated Financial Statements.
We had no joint venture or equity investment activity in 2002. In 2001,
equity in losses of affiliated companies consisted of our share of the net
losses of our joint ventures, iProcess and PTI, and of our equity investments in
Air2Web and VCampus. We sold our share of PTI on February 23, 2001, and,
accordingly, recognized our share of PTI's losses through February 22, 2001. We
sold our share of iProcess on June 20, 2001 and recognized a gain of $1.9
million related to the sale. Equity in losses of affiliated companies for the
first nine months of 2001 totaled $8.0 million.
In February 2002, we sold our entire interest in Versata, Inc. recognizing
a realized loss in the amount of $0.2 million. The gain on venture investments
for the nine months ended September 30, 2001 consisted of a $6.5 million gain on
the sale of 300,000 shares of the Common Stock of Speechworks offset by losses
totaling approximately $5.5 million to account for declines in the market values
of Highgate's Bluewater and Xpede investments.
In February 2001, we sold our approximate 50% interest in PTI to Red Hat
in exchange for approximately 3.2 million shares of Red Hat Common Stock. The
gain on sale of stock of unconsolidated affiliate for the nine months ended
September 30, 2001 consisted of a $16.7 million gain on the sale of PTI less a
realized loss of $3.6 million on the sale of Red Hat shares.
During the nine months ended September 30, 2001, we had a gain on the
cumulative effect of a change in accounting principle of $0.9 million, net of
tax. The net gain resulted from our implementation of SFAS 133 on January 1,
2001 and was related to our recording the net value of our derivative
investments in Speechworks common stock warrants. These warrants were
subsequently written down to $0 during the same period. We no longer hold any
Speechworks warrants.
Our income tax provision was $5.4 million at an effective rate of 40% for
the nine months ended September 30, 2002. The significant items comprising our
effective tax rate include the benefits derived from our Indian tax holiday. Our
income tax benefit for the comparable period in 2001 was $1.9 million at an
effective rate of 4.4% and significant items comprising our effective rate
included the write-off of impaired goodwill that is not recognized for tax
purposes, non-deductible goodwill amortization and equity losses which are
offset by a tax holiday in India related to our Mascot subsidiary.
Liquidity and Capital Resources
Our working capital position decreased $9.0 million from December 31, 2001
to September 30, 2002. Our accounts receivable decreased by $8.8 million from
December 31, 2001 and our days sales outstanding ("DSO") decreased to 66 days
from 68 days at December 31, 2001. We generated sufficient cash to support our
operations.
At September 30, 2002, we had cash and short-term investments of $56.4
million and $51.7 million, respectively, as compared to cash and short-term
investments of $54.4 million and $43.7 million, respectively, at December 31,
2001. Short-term investments at September 30, 2002 and December 31, 2001
consisted mainly of highly liquid short-term investments. Our focus over the
past two years has been liquidity along with the preservation of our principal
holdings.
During the nine months ended September 30, 2002, we used $0.9 million to
purchased the portion of Symphoni, LLC's outstanding membership units that we
did not own. We also paid $4.9 million in contingent consideration for prior
acquisitions. We paid GE Capital Equity Investments, Inc. the remaining
outstanding principal balance plus accrued interest on our Convertible
Promissory Note of $10 million on September 23, 2002. We did not use our cash
reserves for any other significant financing or investing activities, with the
exception of operating cash being transferred from money market accounts or
other short-term investments, and certain capital expenditures that were
incurred during the ordinary course of business.
The Company maintains a $50.0 million secured credit facility with PNC
Bank, N. A. ("PNC") that was renewed and amended (as amended, the "PNC
Facility") through July 2003. The PNC Facility provides a maximum loan amount of
$50.0 million, subject to the balance of our accounts receivable and certain
other factors. The provisions of the PNC Facility require us to maintain at
least $30.0 million in cash and cash equivalents, which includes $25.0 million
that we are required to pledge to PNC. We currently have $35.3 million in
borrowings available to us through the PNC Facility at October 31, 2002.
On July 2, 2002 iGate paid the Co-Founders of IRG $1.8 million in
contingent consideration related to revenue targets being met that were agreed
to as part of iGate's acquisition agreement with IRG. Going forward, we may be
required to pay a maximum of $1.7 million in additional payments for prior
acquisitions. These payments will be paid by March 2003. We will have no further
obligations under these agreements.
In April 2002, we filed our 2001 Corporate tax return. As a result of
significant tax losses, we received a tax refund in the amount of $11.7 million.
27
In December 2001, IRG, a majority-owned subsidiary of the Company, merged
with and into eJiva, Inc. (the "eJiva Merger"). As consideration for the eJiva
Merger, the Co-Founders of IRG, who held in aggregate a minority interest in
IRG, received common stock of eJiva equal to 4.8% of the issued and outstanding
stock of eJiva. In recognition of certain agreements that were made with the
Co-Founders of IRG when iGate acquired its majority interest in IRG, the
Co-Founders received a put option which will permit them to sell these shares of
common stock to eJiva on September 1, 2003, for an aggregate $9.3 million. In
the event eJiva is sold prior to September 1, 2003 for a price that results in
the Co-Founders of IRG receiving less than $9 million in the aggregate for their
eJiva shares, eJiva has agreed to pay the Co-Founders of IRG cash in the amount
of the difference. When iGate acquired IRG in March 2000, iGate agreed to make
certain payments to the Co-Founders of IRG up to a maximum aggregate amount of
$3.5 million upon the satisfaction of certain revenue targets as measured on
March 1 of 2001, 2002 and 2003. In conjunction with the eJiva Merger, eJiva
agreed to assume the obligations with respect to these payments.
In connection with the eJiva Merger, eJiva agreed to issue to the
Co-Founders of IRG restricted stock representing in aggregate 3.2% of the issued
and outstanding shares of eJiva common stock determined as of the effective date
of the eJiva Merger. Subject to continued employment of the Co-Founders of IRG
with eJiva, the restricted stock vests as follows: 20% vested on July 1, 2002;
55% vests on March 31, 2003 and the remaining 25% vests on March 1, 2004. The
Co-Founders of IRG will pay for these restricted shares using a full recourse
promissory note bearing interest at the applicable federal rate. Subject to
certain conditions, the Co-Founders have the right to sell to eJiva at the then
appraised fair market value 50% of any vested shares on December 31, 2004 and
the remaining 50% on December 31, 2005.
Our functional currency for financial reporting purposes is the U.S.
Dollar. We generally invoice our clients and pay expenses in the local currency
of the country in which the client is located. Statement of Operations
translation gains and losses arising from differences between the functional and
local currencies are recognized in the consolidated income statements. Balance
sheet gains and losses as a result of fluctuations in foreign currency exchange
rates are recognized in shareholders' equity as a component of comprehensive
income. We continually evaluate the economic conditions of each country in which
we operate and base our foreign currency accounting policies on those
assessments.
Seasonality
Our operations are generally not affected by seasonal fluctuations.
However, our consultants' billable hours are affected by national holidays and
vacation policies, which vary by country, and by operating company.
Economic Trends
The economic downturn that we have experienced has resulted in revenue
declines of $27.6 million or 27.7% for the comparative quarters ended September
30 and $112.1 million or 33.4% for the comparative nine month periods ended
September 30. Many of our customers have begun, or have recently implemented
cost savings or cost cutting initiatives. This decrease in capital spending and
cost cutting initiatives has affected each of our operating subsidiaries to
varying levels.
Our solutions offerings are purchased as value added projects by customers
and in times of economic slowdown, are the types of projects that are the first
to be delayed or cancelled. Our ODC facilities are located in India, and as part
of the sales process, we encourage potential customers to visit our ODC
facilities. We believe that the political and military tension in India and
South Asia has caused certain customers to postpone or cancel trips to India and
reduced our ability to demonstrate our ODC facilities' benefits to customers.
Although, we believe we have seen this reluctance to travel to India
lessen in recent months, the level of customer visits has not risen to levels we
experienced pre-September 11, 2001.
28
Discussion of Critical Accounting Policies
In preparing our financial statements in conformity with accounting
principles generally accepted in the United States, we make judgments and
estimates about the amounts reflected in our financial statements. As part of
our financial reporting process, our management collaborates to determine the
necessary information on which to base our judgments and develop estimates used
to prepare the financial statements. We use historical experience and available
information to make these judgments and estimates. However, different amounts
could be reported using different assumptions and in light of different facts
and circumstances. Therefore, actual amounts could differ from the estimates
reflected in our financial statements.
Our significant accounting policies are described in Note 1 of the
Consolidated Financial Statements included in our 2001 Annual Report.
RISK FACTORS
There are a number of risks and uncertainties that could cause actual
results to differ materially from our current beliefs and expectations expressed
or implied in this Form 10-Q. We cannot predict all of these risks and
uncertainties. However, please refer to a list of important risk factors in the
section entitled "Risk Factors" in Part I of our Annual Report on Form 10-K for
the year ended December 31, 2001.
29
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
On September 30, 1998, the Company entered into a foreign exchange contract
with PNC to hedge its foreign exchange exposure on certain intercompany debt.
This contract matured at each quarter henceforth and matured on September 28,
2002 and was extended until December 31, 2002.
The outstanding contract is for the sale by the Company of $6.0 million
Canadian dollars at 1.5759 (U.S. $3.8 million). When the contract matures, the
Company expects to access the foreign exchange markets at the then prevailing
exchange rates to purchase $6.0 million Canadian dollars for delivery to PNC. If
the then-prevailing exchange rate is lower than 1.5759, the Company will record
a loss for the difference between the spot rate and 1.5759. Conversely, if the
spot rate is higher than 1.5759, the Company will record a gain equal to that
difference. At October 31, 2002, the exchange rate was 1.5576.
Investments are invested in highly liquid securities such as money market
funds and certain corporate bonds with maturities of one year or less, and
marketable equity securities. These securities are generally classified as
available for sale and, consequently, are recorded on the balance sheet at fair
value with unrealized gains or losses reported as a separate component of
accumulated other comprehensive income (loss), net of tax. Part of this
portfolio includes minority equity investments in several publicly traded
companies, the values of which are subject to market price volatility. For
example, as a result of market price volatility of our publicly traded equity
investments, we experienced a $0.3 million increase in net unrealized loss
during the quarter ended September 30, 2002, on these investments. We have also
invested in one privately held company, which can still be considered in the
startup or development stage. This type of investment is inherently risky as the
market for the technologies or products they have under development are
typically in the early stages and may never materialize. We could lose our
entire $7.0 million investment in this company.
The following analysis presents the hypothetical changes in fair values of
public equity investments that are sensitive to changes in the stock market (in
millions):
Valuation of securities Fair Value Valuation of securities
given X% decrease As of given X% increase
in each stock price September 30, 2002 in each stock price
------------------------- -------------------- -------------------------
(75%) (50%) (25%) 25% 50% 75%
----- ----- ----- ----- ----- -----
Corporate equities $0.4 $0.8 $1.2 $1.7 $2.1 $2.5 $2.9
----- ----- ----- -------------------- ----- ----- -----
These equity securities are held for purposes other than trading. The model
technique used measures the hypothetical change in fair values arising from
selected hypothetical changes in each stock's price. Stock price fluctuations of
plus or minus 25%, 50%, and 75% were selected based on the probability of their
occurrence.
30
ITEM 4. CONTROLS AND PROCEDURES
Within 90 days before the filing date of this quarterly report, the
chief executive and chief financial officers evaluated the company's disclosure
controls and have concluded the controls and procedures currently in place are
adequate to ensure material information and other information requiring
disclosure is identified and communicated on a timely basis. Additionally, there
have been no material changes to the company's system of internal controls or
changes in other factors affecting the operation of the internal controls in the
nine months since iGate Corporation management last evaluated the system of
internal controls in conjunction with the preparation of financial statements
for the year ended December 31, 2001.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
99.01 Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
99.02 Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
31
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
iGATE Corporation
November 12, 2002
/S/ Sunil Wadhwani
----------------------------------------------
Sunil Wadhwani
Co-Chairman of the Board of Directors,
Chief Executive Officer, and Director
November 12, 2002
/S/ Michael Zugay
----------------------------------------------
Michael Zugay
Senior Vice President, Chief Financial Officer
32
I, Sunil Wadhwani, Chief Executive Officer of iGate Corporation ("iGate"),
certify that:
1. I have reviewed this quarterly report on Form 10-Q of iGate;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report is
being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: November 12, 2002 __________________________
/s/ Sunil Wadhwani
Chief Executive Officer
I, Michael Zugay, Senior Vice President, Chief Financial Officer of iGate
Corporation ("iGate"), certify that:
1. I have reviewed this quarterly report on Form 10-Q of iGate;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: November 12, 2002 ______________________________
/s/ Michael Zugay
Senior Vice President,
Chief Financial Officer