1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED MARCH 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 0-23585
EMERGENT INFORMATION TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 33-0080929
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
4695 MACARTHUR COURT, 8TH FLOOR, NEWPORT BEACH, CALIFORNIA 92660
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(949) 975-1487
(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 [ ]
As of April 12, 2001 18,947,710 shares of the Company's common stock, no par
value, were outstanding.
================================================================================
2
EMERGENT INFORMATION TECHNOLOGIES, INC. AND SUBSIDIARIES
INDEX
PART I. FINANCIAL INFORMATION
PAGE
----
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of March 31, 2001 and
December 31, 2000......................................................... 3
Condensed Consolidated Statements of Operations for the three
months ended March 31, 2001 and 200....................................... 4
Condensed Consolidated Statements of Cash Flows for the three
months ended March 31, 2001 and 2000...................................... 5
Notes to Condensed Consolidated Financial Statements...................... 6-9
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations..................................................... 10-16
Item 3. Quantitative and Qualitative Disclosures About Market Risk................ 17
PART II. OTHER INFORMATION
Item 1. Legal Proceedings......................................................... 18
Item 2. Changes in Securities and Use of Proceeds................................. 18
Item 3. Defaults Upon Senior Securities........................................... 18
Item 4. Submission of Matters to a Vote of Security Holders....................... 18
Item 5. Other Information......................................................... 18
Item 6. Exhibits and Reports on Form 8-K.......................................... 19-21
SIGNATURE............................................................................... 22
2
3
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
EMERGENT INFORMATION TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
MARCH 31, DECEMBER 31,
2001 2000
----------- ------------
(UNAUDITED)
ASSETS
Current assets:
Cash and cash equivalents ................................ $ 103 $ 2,040
Accounts receivable, net ................................. 19,097 24,417
Costs and estimated earnings in excess of billings
contracts in progress ................................. 11,173 4,464
Prepaid income taxes ..................................... -- 2,846
Prepaid expenses and other assets ........................ 1,262 1,081
Current deferred income taxes ............................ -- 1,362
-------- --------
Total current assets ............................... 31,635 36,210
Property and equipment, net .............................. 4,865 5,408
Goodwill, net ............................................ 33,020 32,641
Other assets ............................................. 2,014 1,590
-------- --------
$ 71,534 $ 75,849
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Revolving line of credit ................................. $ 9,773 $ --
Trade accounts payable ................................... 4,210 5,155
Accrued compensation and payroll taxes ................... 6,567 6,823
Accrued expenses ......................................... 2,485 1,057
Income tax payable ....................................... 1,147 --
Net liabilities of discontinued operations ............... 1,036 2,334
-------- --------
Total current liabilities ............................ 25,218 15,369
Long-term debt, net of discount of $3,404 and $3,490 at
March 31, 2001 and December 31, 2000, respectively ..... 21,596 36,633
Interest rate swap, at fair value ........................ 1,561 --
Other liabilities ........................................ 884 937
-------- --------
Commitments and contingencies................................. 49,259 52,939
Shareholders' equity:
Common stock ............................................. 190 187
Additional paid-in capital ............................... 48,319 48,076
Accumulated deficit ...................................... (26,234) (25,353)
-------- --------
Total shareholders' equity ......................... 22,275 22,910
-------- --------
$ 71,534 $ 75,849
======== ========
See accompanying notes to condensed consolidated financial statements.
3
4
EMERGENT INFORMATION TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
-----------------------
2001 2000
-------- --------
Net revenues ........................................... $ 29,542 $ 30,847
Cost of revenues ....................................... 18,157 18,658
-------- --------
Gross margin ................................... 11,385 12,189
Selling, general & administrative expenses ............. 9,432 7,679
Amortization of goodwill and other intangibles ......... 412 405
-------- --------
Operating income ................................. 1,541 4,105
Other expense, net ..................................... 1,493 382
Unrealized loss on interest rate swap................... 448 --
-------- --------
Income (loss) from continuing operations before taxes .. (400) 3,723
Income tax expense (benefit) ........................... (187) 1,601
-------- --------
Income (loss) from continuing operations ....... (213) 2,122
Loss from operations of discontinued business, net of
income tax benefit of $1,474 ......................... -- (2,128)
Cumulative effect of adoption of FASB Statement No. 133,
net of tax benefit of $445 ......................... (668) --
-------- --------
Net loss ............................................... (881) (6)
======== ========
Earnings (loss) per share:
Income (loss) from continuing operations ........ $ (.01) $ .13
Loss from operations of discontinued business,
net of tax ................................... -- (.13)
Cumulative effect of accounting changes,
net of tax ................................... (.04) --
-------- --------
Net income (loss) ...................................... $ (.05) $ .00
======== ========
Earnings (loss) per share -- assuming dilution:
Income (loss) from continuing operations ........ $ (.01) $ .13
Loss from operations of discontinued business,
net of tax ................................... -- (.13)
Cumulative effect of accounting change,
net of tax ................................... (.04) --
-------- --------
Net income (loss) ............................... $ (.05) $ .00
======== ========
Shares used in the computation of earnings per share:
Basic .............................................. 18,892 16,240
Diluted ............................................ 18,892 16,283
======== ========
See accompanying notes to condensed consolidated financial statements.
4
5
EMERGENT INFORMATION TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
THREE MONTHS
ENDED MARCH 31,
---------------------
2001 2000
------- -------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss .......................................................................... $ (881) $ (6)
Adjustments to reconcile net loss to net cash provided by (used in) operating
activities:
Loss from discontinued operations, net of tax ................................. -- 2,128
Cumulative effect of adoption of FASB Statement No. 133, net of tax ........... 668 --
Loss on change in fair value of interest rate swap ............................ 448 --
Loss on sale of property and equipment ........................................ (3) --
Depreciation and amortization ................................................. 901 1,074
Deferred income taxes ......................................................... 2,673 --
Changes in assets and liabilities, net of effect of acquisitions:
Accounts receivable, net .................................................... 5,320 (1,480)
Costs and estimated earnings in excess of billings .......................... (6,709) (1,790)
Prepaid income taxes ........................................................ 2,846 393
Prepaid expenses and other assets ........................................... (447) (1,223)
Trade accounts payable and accrued expenses ................................. (945) 535
Accrued compensation and payroll taxes ...................................... (256) 1,981
Other liabilities ........................................................... 918 120
------- -------
Net cash provided by (used in) operating activities ....................... 4,533 1,732
CASH FLOWS FROM INVESTING ACTIVITIES:
Additional expenditures related to acquisitions ................................... (229) (4)
Purchases of property and equipment ............................................... (124) (231)
Sales of property and equipment ................................................... 200 --
Acquisitions, net of cash acquired ................................................ -- (5,724)
Repayments from shareholders ...................................................... -- 76
------- -------
Net cash used in investing activities ..................................... 153 (5,883)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments under credit facility .................................................. (5,350) --
Borrowings under long-term credit facility ........................................ -- 6,801
Proceeds from issuance of common stock ............................................ 246 --
Debt issuance costs ............................................................... 85 --
------- -------
Net cash provided by (used in) financing activities ....................... (5,019) 6,801
------- -------
Net increase (decrease) in cash and cash equivalents from continuing
operations............................................................... (639) 2,650
Net decrease in cash used by discontinued operations ...................... (1,298) (2,500)
------- -------
Net increase (decrease) in cash and cash equivalents ...................... (1,937) 150
Cash and cash equivalents at beginning of period .................................. 2,040 1,226
------- -------
Cash and cash equivalents at end of period ........................................ $ 103 $ 1,376
======= =======
SUPPLEMENTAL INFORMATION--CASH PAID (RECEIVED) FOR:
Interest .......................................................................... $ 528 $ 391
Income taxes ...................................................................... $(5,312) --
See accompanying notes to condensed consolidated financial statements.
5
6
EMERGENT INFORMATION TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
NOTE 1. GENERAL
The accompanying unaudited financial statements consolidate the accounts of
the Company and its wholly owned subsidiaries. The unaudited financial
statements have been prepared in accordance with accounting principles generally
accepted in the United States for interim financial information.
In the opinion of management, all adjustments necessary for a fair
presentation of the information in the unaudited condensed consolidated
financial statements have been made and consist of only normal recurring
accruals. Operating results for the three-month period ended March 31, 2001, are
not necessarily indicative of the results that may be expected for the year
ending December 31, 2001. Although the Company believes that the disclosures in
these financial statements are adequate to make the information presented not
misleading, certain information and footnotes normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States have been condensed or omitted pursuant to rules and
regulations of the Securities and Exchange Commission, and consequently, these
statements should be read in conjunction with the Company's consolidated
financial statements and notes thereto, contained in the Company's Annual Report
on Form 10-K for the year ended December 31, 2000.
Certain reclassifications have been made to the prior period financial
statements to conform to the current period presentation.
DERIVATIVES AND HEDGING ACTIVITIES
In June 1998, the Financial Accounting Standards Board issued Statement No.
133, "Accounting for Derivative Instruments and Hedging Activities". The
Statement requires the Company to recognize all derivatives on the balance sheet
at fair value. Derivatives that are not hedges must be adjusted to fair value
through income. If the derivative is a hedge, depending on the nature of the
hedge, changes in the fair value of derivatives are either offset against the
change in fair value of assets, liabilities, or firm commitments through
earnings or recognized in other comprehensive income until the hedged item is
recognized in earnings. The ineffective portion of a derivative's change in fair
value will be immediately recognized in earnings. The adoption of Statement No.
133 on January 1, 2001 resulted in the cumulative effect of an accounting change
of $668,000, net of tax benefit of $445,000, being recognized as expense in the
statement of operations.
NOTE 2. NET INCOME (LOSS) PER SHARE
Basic net income (loss) per share is computed by dividing net income (loss)
available to common shareholders by the weighted average number of common shares
outstanding during the periods presented. Diluted net income per share is
computed by dividing net income available to common shareholders by the weighted
average number of common and common equivalent shares outstanding during the
periods presented, assuming the exercise of all in-the-money stock options.
Common equivalent shares have not been included where inclusion would be
anti-dilutive.
6
7
EMERGENT INFORMATION TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
The following table illustrates the computation of basic and diluted
earnings per common share (in thousands, except per share data):
THREE MONTHS ENDED
MARCH 31,
-----------------------
2001 2000
-------- --------
Numerator for basic and diluted loss per common share-net earnings $ (881) $ (6)
-------- --------
Denominator for basic income per share--weighted average shares
outstanding during the period 18,892 16,240
Incremental common shares attributable to dilutive outstanding stock options -- 43
-------- --------
Denominator for diluted income per common share 18,892 16,283
-------- --------
Net income (loss) per common share, basic and diluted $ (0.05) $ 0.00
======== ========
Anti-dilutive shares excluded from the reconciliation above were 1,960,539
and 1,831,796 for the three months ended March 31, 2001, and 2000, respectively.
NOTE 3. ACQUISITIONS
In February 2000, the Company acquired substantially all of the assets and
assumed certain liabilities of S3I. Under the original agreement S3I had the
right to receive up to approximately $1.03 million in additional consideration
contingent upon S3I's achievement of certain operating results for the
twelve-month periods ending December 31, 2001 and December 31, 2002. The
earnouts are payable in cash and, if earned, are due within 60 days after each
of the first and second anniversary of the closing date, and will be recorded as
an addition to goodwill. The earnout for the twelve-month period ending December
31, 2000 is anticipated to be $266,000. Other consideration provided to S3I
shareholders in the original transaction totaled $686,000 and has been reflected
as an increase in goodwill in the accompanying condensed consolidated financial
statements, of which $457,000 is the balance of the notes to S3I's original
shareholders. The Company is currently in negotiation with S3I to amend and
extend the earnout period from December 31, 2001 to March 31, 2002. It is
estimated the potential liabilities for the extended earnout period will be
approximately $800,000. This transaction was accounted for as a purchase and,
accordingly, the consolidated financial statements include the financial results
of S3I from December 31, 2000, the beginning of the accounting period in which
the purchase transaction was finalized. Results of operations for the quarter
ended March 31, 2000 would not have been materially impacted on a pro forma
basis if the acquisition of S3I had occurred as of the beginning of the period.
7
8
EMERGENT INFORMATION TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
NOTE 4. REVOLVING LINE OF CREDIT
The Company entered into a Second Amended and Restated Credit and Security
Agreement (the "Senior Facility"), dated December 29, 2000, by and among the
Company and its existing lending group, Mellon Bank, N.A. as agent and Wells
Fargo Bank, N.A., as co-agent, whereby that certain Amended and Restated Credit
Agreement dated June 7, 1999 (the "Original Facility") was amended and restated
to provide in part for an extension of the maturity date to January 31, 2002, to
reset financial covenants, to reduce the existing revolving loan lending
commitments to $22,700,000, and to permit the subordinated indebtedness
discussed in Note 5. Borrowings bear interest at the bank's prime rate plus 1%
(9% at March 31, 2001). The Senior Facility is secured by a lien on all of the
assets of the Company and its subsidiaries (including stock of subsidiaries). As
of March 31, 2001, the Company was in compliance with the financial covenants.
The Company has agreed to reduce the $22,700,000 in borrowing availability under
the Senior Facility to no more than $18,700,000 by the end of 2001. As of March
31, 2001, the Company had $8,926,939 in undrawn availability under the Senior
Facility.
The Company has entered into an interest rate swap agreement to manage its
interest rate risk exposure. The agreement requires the Company to pay a Fixed
Rate of 7.5225% on $20 million and in turn receive a variable rate of interest
of one-month LIBOR. The agreement expires on June 1, 2004.
During the quarter ended March 31, 2001, the Company recognized a net loss
of $448,000 related to the change in the fair value of the interest rate swap
which is included in other expenses in the condensed consolidated statement of
operations.
NOTE 5. LONG-TERM DEBT
The Company entered into a Note and Stock Purchase Agreement (the
"Subordinated Debt Agreement") dated December 29, 2000, by and among the
Company, the subsidiaries of the Company as Guarantors, and various investors
including Libra Mezzanine Partners II, L.P. (such investors, the "Purchasers").
In consideration of a $25,000,000 investment, the Company issued to the
Purchasers (i) 13% Senior Subordinated Notes due in 2005 in the aggregate
principal amount of $25,000,000 (the "Notes"), and (ii) 2,250,000 shares of the
common stock of the Company ("Common Stock") with a fair value of $1,968,750.
The Subordinated Debt Agreement contains financial and other covenants for the
benefit of the Purchasers, and requires payment of a premium if the Notes are
prepaid within three years of the Closing (including a reduced premium if
repayment occurs in connection with a change of control of the Company). As of
March 31, 2001, the Company was in compliance with the financial and other
covenants. The Notes are not secured.
The value of the Common Stock issued and related financing costs of $3.4
million have been reflected as a discount on the Notes and is being amortized
over the term of the Notes. Interest expense related to the amortization of the
discount totaled $85,542 in the three months ended March 31, 2001.
8
9
EMERGENT INFORMATION TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
NOTE 6. SEGMENT REPORTING DATA
The Company classifies its operations into two lines of business, each
offering a distinct set of services. These lines of business are summarized as
follows: Steven Myers & Associates ("SM&A"), which involves assisting clients
with the procurement of government and commercial programs and Government
Services Group ("GSG") which includes systems engineering, scientific research,
program management and technical support services for the government and
governmental agencies.
The Company evaluates performance based on several factors, of which the
primary financial measure is business segment operating income. The revenue
recognition policies of the business segments vary according to the type of
contract involved.
Information as to the operations of the lines of business is set forth
below. The information presented represents historical supplemental data as
described on the consolidated balance sheets and on the consolidated statements
of operations (in thousands):
THREE MONTHS ENDED
MARCH 31,
-----------------------
2001 2000
-------- --------
NET REVENUES:
Steven Myers & Associates, Inc .......................... $ 13,086 $ 16,436
Government Services Group ............................... 16,456 14,411
-------- --------
Total net revenues .............................. $ 29,542 $ 30,847
======== ========
DEPRECIATION AND AMORTIZATION EXPENSE:
Steven Myers & Associates, Inc .......................... 135 12
Government Services Group ............................... 739 854
Corporate Overhead ...................................... 27 13
-------- --------
Total depreciation and amortization expense .... $ 901 $ 859
======== ========
OPERATING INCOME:
Steven Myers & Associates, Inc .......................... 3,347 5,309
Government Services Group ............................... (64) 1,109
Corporate Overhead ...................................... (1,742) (2,313)
-------- --------
Total operating income ......................... $ 1,541 $ 4,105
======== ========
INCOME FROM CONTINUING OPERATIONS:
Steven Myers & Associates, Inc .......................... 3,340 5,309
Government Services Group ............................... (54) 1,033
Corporate Overhead ...................................... (4,167) (4,220)
-------- --------
Total income (loss) from continuing
operations ................................... $ (881) $ 2,122
======== ========
9
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
From time to time, the Company, through its management, may make
forward-looking public statements, such as statements concerning then expected
future revenues or earnings or concerning projected plans, performance, contract
procurement as well as other estimates relating to future operations.
Forward-looking statements may be in reports filed under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), in press releases or informal
statements made with the approval of an authorized executive officer. The words
or phrases "will likely result," "are expected to," "will continue," "is
anticipated," "estimate," "projected," or similar expressions are intended to
identify "forward-looking statements" within the meaning of Section 21E of the
Exchange Act and Section 27A of the Securities Act of 1933, as amended, as
enacted by the Private Securities Litigation Reform Act of 1995.
The Company wishes to caution readers not to place undue reliance on these
forward-looking statements, which speak only as of the date on which they are
made. In addition, the Company wishes to advise readers that the factors listed
below, as well as other factors not currently identified by management, could
affect the Company's financial or other performance and could cause the
Company's actual results for future periods to differ materially from any
opinions or statements expressed with respect to future periods or events in any
current statement.
The Company will not undertake and specifically declines any obligation to
publicly release any revisions which may be made to any forward-looking
statements to reflect events or circumstances after the date of such statements
or to reflect the occurrence of anticipated or unanticipated events which may
cause management to re-evaluate such forward-looking statements.
In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, the Company is hereby filing cautionary
statements identifying important factors that could cause the Company's actual
results to differ materially from those projected in forward-looking statements
of the Company made by or on behalf of the Company.
RISK FACTORS
THERE ARE RISKS ASSOCIATED WITH THE COMPANY'S ABILITY TO INTEGRATE ITS PRIOR
ACQUISITIONS
In recent years, the Company expanded its operations through the acquisition
of complementary businesses.
There can be no assurance that the anticipated economic, operational and
other benefits of these acquisitions will be realized or that the Company will
be able to successfully integrate these acquired businesses. The difficulties of
such integration may initially be increased by the need to integrate personnel
with different business backgrounds and corporate cultures. Failure to
effectively integrate the acquired companies may adversely affect the Company's
ability to bid successfully on certain engagements and otherwise grow its
business. Client dissatisfaction or performance problems at a single acquired
company could have an adverse effect on the reputation of the Company as a
whole, and this could result in increased difficulty in marketing services or
acquiring companies in the future. In addition, the Company cannot be certain
that the acquired companies will operate profitably. There are other risks with
acquisitions. These include diversion of management attention, potential loss of
key clients or personnel, risks associated with unanticipated problems,
liabilities or contingencies and risks of entering markets in which the Company
has limited or no direct expertise. The occurrence of some or all of the events
described in these risks could have a material adverse effect on the business,
operating results and financial condition.
10
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS -- (CONTINUED)
The Company's ability to manage the integration of its operations will
require the Company to continue to improve its operational, financial and other
internal systems and to attract, develop, motivate and retain its employees. The
Company's rapid growth in prior years has presented and will continue to present
numerous operational challenges, such as the assimilation of financial reporting
systems and increased pressure on our senior management and will increase the
demands on our systems and internal controls. In addition, the Company's success
depends in large part upon its ability to attract, develop, motivate and retain
highly-skilled professionals and administrative employees. Qualified
professionals are currently in great demand and there is significant competition
for employees with the requisite skills from other major and boutique consulting
firms, research firms, government contractors, proposal management or business
acquisition departments of major corporations and other professional services
firms. There can be no assurance the Company will be able to attract and retain
the qualified personnel necessary to effectively manage its operations. To the
extent the Company is unable to manage its integration effectively and
efficiently, its business, financial condition and results of operations could
be materially and adversely affected.
THE COMPANY'S BUSINESS DEPENDS SUBSTANTIALLY ON THE DEFENSE INDUSTRY
Approximately 44% of the Company's revenues were derived from the proposal
management services of SM&A related to government procurement contracts for the
first quarter ended March 31, 2001. In addition, a significant portion of the
Company's revenues are derived from contracts or subcontracts with the U.S.
Government. For the foreseeable future, the Company expects that the percentage
of revenues attributable to such contracts will continue to be substantial. U.S.
Government expenditures for defense products may decline in the future with such
reductions having an effect on the Company's clients or, indirectly, on the
Company. A number of trends may contribute to such a decline, including:
- large weapon systems being replaced with smaller, more precise high
technology systems;
- multiple procurements for similar weapons being consolidated into joint
service procurements, such as the Joint Strike Fighter program;
- threat scenarios evolving away from global conflicts to regional
conflicts;
- the continuing draw down of U.S. military forces in response to the end
of the Cold War; and
- reductions or delays in procurements by the new U.S. Government
administration.
In the event expenditures for products of the type manufactured by the
Company's clients are reduced and not offset by other new programs or products,
there will be a reduction in the volume of contracts or subcontracts to be bid
upon by the Company's clients and, as a result, a reduction in the volume of
proposals managed by the Company. Unless offset, such reductions could
materially and adversely affect the Company's business, operating results and
financial condition.
THERE ARE RISKS ASSOCIATED WITH GOVERNMENT CONTRACTING
The Company is subject to risks associated with compliance with governmental
regulations, both directly and through government-contractor clients. The fines
and penalties which could result from noncompliance with appropriate standards
and regulations, or a client's suspension or disbarment from the bidding process
for future government contracts could have a material adverse effect on the
Company's business, operating results and financial condition. The Company is in
the process of integrating the 1998, 1999 and 2000 acquisitions and has not yet
put in place all systems and procedures required for the satisfactory compliance
with all government regulations. If the Company cannot comply with all
government reporting and compliance it may be subject to fines, penalties or the
loss of the ability to retain government contract work.
11
12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS -- (CONTINUED)
The Company relies on the continuance and expansion of its business on a
facility security clearance from the U.S. Government and individual security
clearances, at various levels, for a significant number of staff. There can be
no assurance that necessary security clearances will continue to be made
available by the U.S. Government.
In addition, a significant portion of the Company's revenues is derived from
contracts or subcontracts with the U.S. Government. The Company's services are
performed pursuant to the following types of contracts:
- cost reimbursable;
- time-and-materials; and
- fixed-price contracts and subcontracts.
Under fixed-price contracts, the Company bears any risk of increased or
unexpected costs that may reduce its profits or cause the Company to sustain a
loss.
The Company's U.S. Government contracts and subcontracts are subject to
termination, reduction or modification as a result of changes in the U.S.
Government's requirements or budgetary restrictions, or at the convenience of
the U.S. Government. When the Company participates as a subcontractor, it is
also subject to the risk that the primary contractor may fail or become unable
to perform its duties and responsibilities as a prime contractor. If a contract
were to be terminated for convenience, the Company would be reimbursed for
allowable costs incurred up to the date of termination and would be paid a
proportionate amount of the stipulated profits or fees attributable to the work
actually performed.
Contracts with the U.S. Government are generally complex in nature, and
require the Company to comply with numerous U.S. Government regulations
regarding discrimination in the hiring of personnel, fringe benefits for
employees, safety, safeguarding classified information, responsibility for U.S.
Government property, fire prevention, equipment maintenance, record keeping and
accounting, management qualifications, drug free work place and numerous other
matters.
Under certain circumstances, the U.S. Government can suspend or bar
individuals or firms from obtaining future contracts with the U.S. Government
for specified periods of time. Any such suspension or disbarment of the Company
or of its major clients could have a material adverse effect upon the Company.
The Company's books and records are subject to annual audit by the Defense
Contract Audit Agency, which can result in adjustments to contract costs and
fees. If any costs are improperly allocated to a contract, such costs are not
reimbursable and, if already reimbursed, will require the Company to refund such
amounts to the government. If improper or illegal activities are discovered in
the course of any audits or investigations, the contractor may also be subject
to various civil and criminal penalties and administrative sanctions, including
termination of contracts, forfeitures of profits, suspension of payments, fines
and suspension or disqualification from doing business with the government. If
the Company becomes subject to penalties or sanctions, such penalties or
sanctions could have a material adverse effect on our business, financial
condition and results of operations. Currently the government has not completed
their audit of the Company's books and records for 1998, 1999 and 2000.
THE COMPANY RELIES ON A RELATIVELY LIMITED NUMBER OF CLIENTS
The Company derives a significant portion of revenues from a relatively
limited number of clients. For example, revenues from the ten most significant
clients accounted for approximately 79%, 80%, and 76%, of total revenues for the
years ended December 31, 2000, 1999, and 1998, respectively. Three clients, the
U.S. Government, Raytheon Systems Company, and Lockheed Martin Corporation
accounted for approximately 56%, 64%, and 58% of total revenues for the years
ended December 31, 2000, 1999 and 1998, respectively. Raytheon Systems Company
is the Company's single largest commercial client, accounting for approximately
17%, 20% and 16% of total revenues for the years ended December 31, 2000, 1999
and 1998, respectively.
12
13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS -- (CONTINUED)
Clients typically retain the Company's services as needed on an engagement
basis rather than pursuant to long-term contracts, and a client can usually
terminate the engagement at any time without a significant penalty. Moreover,
there can be no assurance that existing clients will continue to engage the
Company for additional assignments or do so at the same revenue levels. The loss
of any significant client could materially and adversely affect our business,
financial condition and results of operations. In addition, the level of
services required by an individual client may diminish over the life of the
relationship, and there can be no assurance the Company will be successful in
establishing relationships with new clients as this occurs.
THE MARKETS IN WHICH THE COMPANY OPERATES ARE HIGHLY COMPETITIVE
The market for proposal management services in the procurement of government
and commercial contracts for aerospace and defense is a niche market with a
number of competitors. The Company is the largest provider of such services and
principally competes with numerous smaller proposal management companies in this
highly specialized industry. The Company also competes with some of its clients'
internal proposal development resources.
THE COMPANY RELIES HEAVILY UPON ITS KEY EMPLOYEES
The Company's success is highly dependent upon the efforts, abilities,
business generation capabilities and project execution of its executive
officers, in particular those of Steven S. Myers, our President, Chief Executive
Officer and Chairman of the Board, and Ajay K. Patel, our Executive Vice
President and Chief Operating Officer. The loss of the services of either of
these individuals for any reason could materially and adversely affect our
business, operating results and financial condition.
QUARTERLY RESULTS MAY FLUCTUATE SIGNIFICANTLY
The Company may experience significant fluctuations in future quarterly
operating results due to a number of factors, including the size, timing and
duration of client engagements.
THE STOCK PRICE IS SUBJECT TO SIGNIFICANT VOLATILITY
The Company's common stock was first publicly traded on January 29, 1998
after our initial public offering at $12.00 per share. Between January 29, 1998
and April 6, 2001, the closing sale price has ranged from a low of $0.75 per
share to a high of $31.13 per share. The market price of the Company's common
stock could continue to fluctuate substantially due to a variety of factors,
including:
- quarterly fluctuations in results of operations;
- adverse circumstances affecting the introduction or market acceptance of
new services offered by the Company;
- announcements of new services by competitors;
- loss of key employees;
- changes in the regulatory environment or market conditions affecting the
defense and aerospace industry;
- changes in earnings estimates and ratings by analysts;
- lack of market liquidity resulting from a relatively small amount of
public stock float;
13
14
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS -- (CONTINUED)
- changes in generally accepted accounting principles;
- sales of common stock by existing holders;
- the announcement and market acceptance of proposed acquisitions; and
- financial performance for any period, which results in the violation of
debt covenants with any of the Company's lenders and subsequent loss of
available bank lines for working capital.
PRINCIPAL SHAREHOLDER HAS SIGNIFICANT CONTROL OVER THE COMPANY
Steven S. Myers, President, Chief Executive Officer and Chairman of the
Board, beneficially owns or controls approximately 39.15% of the Company's
outstanding common stock and will have the ability to control or significantly
influence the election of directors and the results of other matters submitted
to a vote of shareholders. Such concentration of ownership may have the effect
of delaying or preventing a change in control of the Company and may adversely
affect the voting or other rights of other holders of common stock. The
Company's board of directors is currently comprised entirely of individuals
nominated with the approval of Mr. Myers.
LOSS OF LIQUIDITY
The Company has a revolving credit commitment with three major banks. The
commitment expires January 31, 2002. There is risk that the Company may violate
covenants associated with this commitment which would result in the loss of the
Company's ability to borrow under the revolving credit agreement. There are no
assurances that the Company may be able to refinance the current commitment by
January 31, 2002.
As conditions to the revolving credit commitment, the Company is obligated
to reduce the $22.7 million commitment by a minimum of $1.0 million per quarter
or by the earlier reduction due to the proceeds of tax refunds or the sale of
assets. As of March 30, 2001, the Company has met the commitment reduction
requirements and no further reductions are required until termination of the
facility.
RESULTS OF OPERATIONS
The following table sets forth certain historical operating results as a
percentage of net revenues for 2000 and 2001.
THREE MONTHS ENDED
MARCH 31,
--------------------
2001 2000
------ ------
Net revenues ........................................ 100.0% 100.0%
Cost of revenues .................................... 61.5 60.5
------ ------
Gross margin ...................................... 38.5 39.5
Selling, general and administrative expenses ........ 31.9 24.9
Amortization of goodwill and other intangibles ...... 1.4 1.3
------ ------
Operating income .................................... 5.2 13.3
====== ======
Income (loss) from continuing operations ............ (0.7) 6.9
Income (loss) from discontinued operations .......... -- (6.9)
------ ------
Cumulative effect of accounting change .............. (0.2)% --
------ ------
Net income (loss) ................................... (0.3)% 0%
====== ======
14
15
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS -- (CONTINUED)
THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO THREE MONTHS ENDED MARCH 31, 2000
Net Revenues. Net revenues decreased $1.3 million, or 4.2% to $29.5 million
for three month ended March 31, 2001 compared to $30.8 million for three months
ended March 31, 2000. Revenues declined due to the slowdown in proposal
management services in the SM&A segment and the completion of several service
contracts in the second and third quarter of 2000, which were not replaced. The
slowdown in proposal management services is due in part to the delay in Federal
government procurement decisions related to the new administration's review of
defense spending priorities.
Gross Margin. Gross margin decreased $.8 million, or 6.6%, to $11.4 million,
for three months ended 2001 as compared to $12.2 million for three months ended
2000. As a percentage of net revenues, gross margin decreased to 38.5% compared
to 39.5% for the prior year period. The gross margin decreased primarily due to
an increase in costs under the Company's self-insured medical program for
employees. The Company has recently revised its medical plan and expects lower
costs in subsequent quarters. In addition, the GSG subcontract revenues were
slightly higher in the quarter versus last year. GSG subcontract revenues carry
significantly lower gross margins than direct labor revenue.
Selling, General and Administrative Expenses, Amortization of Goodwill and
Other Intangibles. Selling, general and administrative expenses increased $1.8
million, or 22.8%, to $9.4 million for three months ended March 31, 2001, as
compared to $7.7 million for three months ended March 31, 2000. As a percentage
of revenues, selling, general and administrative expenses increased to 31.9% for
three months ended March 31, 2001, as compared to 24.9% for the prior year
period. These costs increased as a result of approximately $625,000 invested in
bid and proposal costs to support a major contract proposal in the GSG, an
increase in medical costs from a new self insured medical program, an increase
in professional fees, and increased costs of administrative personnel. The
Company has put in place a cost reduction program which includes the reduction
of administrative personnel, the elimination of approximately 100,000 square
feet of excess facility space and a revised medical plan. Bid and proposal costs
are not expected to continue at the first quarter level throughout the remainder
of the year. Other consideration provided to S3I shareholders in the original
transaction totaled $686,000 and has been reflected as an increase in goodwill
in the accompanying condensed consolidated financial statements.
Operating Income. Operating income was $1.5 million for the three months
ended March 31, 2001 compared to $4.1 million for three months ended March 31,
2000, a decrease of $2.6 million. As a percentage of net revenues, operating
income decreased to 5.2% for three months ended March 31, 2001 from 13.3% in the
prior year. Operating income declined due to lower gross margin dollars, from
reduced revenue and margins generated from a higher level of subcontract revenue
work at GSG and increased labor costs and a $1.8 million increase in operating
expenses as detailed above.
Other Expense, Net. Other expense, net was $1.4 million for the three months
ended March 31, 2001 compared to other expense, net of $.4 million for three
months ended March 31, 2000. The increase primarily results from increased
interest expense of $1.1 million due to a higher level of debt at higher
interest rates.
Unrealized Loss on Interest Rate Swap. A loss of $.4 million resulted from a
change in the fair value of the Company's interest rate swap agreement.
15
16
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS -- (CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES
Net Cash Provided by Operating Activities. For the three months ended March
31, 2001, net cash provided by operating activities of $4.5 million was
primarily due to the receipt of approximately $5.4 million in income tax refunds
resulting from operating losses and the write-down of assets from discontinued
operations in the year ended December 31, 2000.
Cash Used in Investing Activities. For the three months ended March 31,
2001, net cash used in investing activities was $.2 million. The cash used in
investing activity in 2001 relates primarily to additional contingent
consideration paid on the S3I acquisition.
Net Cash Provided by Financing Activities. For the three months ended March
31, 2001, net cash of $5.0 million was used by financing activities primarily
for repayments made under the Company's credit facility.
Net Cash Used in Discontinued Operations. For the three months ended March
31, 2001 net cash used in discontinued operations was $1.3 million. Cash used
was to pay brokerage fees on the sublease of a facility, rent, consultants,
accounting and labor costs related to the Company's contractual commitments.
Debt and Liquidity. The Company's total debt was $31.4 million, net of
issuance costs of $3.4 million, as of March 31, 2001. The debt consists of $9.8
million in revolving credit advances outstanding and $25 million in 13% Senior
Subordinated notes which are due in 2005. As of March 31, 2001, the Company had
$8.9 million in availability under its revolving credit commitment.
Definitive agreements with Kapos Associates Inc., ("KAI") and System
Simulation Solutions, Inc., ("S3I") obligate the Company to make earnout
payments contingent upon achievement of certain operating results. The earnouts
are payable in cash and, if earned, are due within 60 days. The earnout for the
twelve-month period ended December 31, 2000 for S3I is anticipated to be
$266,000. KAI did not meet their earnout criteria. The Company is currently in
negotiation with S3I to amend and extend the earnout period from December 31,
2001 to March 31, 2002. It is estimated the potential liabilities for the
extended earnout period will be approximately $800,000.
It is expected the Company's operations will generate cash in 2001. However
the Company does need working capital available to fund timing differences
between receipts and disbursements on long-term contracts. It is anticipated
with the internally generated working capital and availability under the
revolving credit commitment, the Company will have sufficient liquidity to
finance its operations during 2001. In addition, the Company continues to
streamline its operations, reducing overhead and facility expenses and improve
pricing on its contracts, thereby increasing its ability to generate cash from
operations. The Company does not anticipate any cash needs other than to fund
ongoing operations through 2001. As of March 31, 2001, the Company had available
under the revolving credit commitment approximately $8.9 million for working
capital. There are no assurances the Company will not violate covenants under
its current credit facilities, and if such were to occur, the liquidity provided
by its credit facility may not be available to the Company for working capital
purposes.
16
17
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The principal market risks (i.e., the risk of loss arising from adverse
changes in market rates and prices) to which the Company is exposed is interest
rate risk.
The interest rates the Company pays on its revolving line of credit is
subject to interest rate risk as it bears interest at the prevailing prime rate
plus 1%. The Company's long-term debt instruments carry fixed interest rates.
The Company estimates that a 10% increase in interest rates on the revolving
line of credit would result in a decrease in reported net income of
approximately $45,000 annually, based on the Company's current level of
borrowing.
The Company has also entered into an interest rate swap agreement whereby it
pays a fixed rate of interest of 7.5225% on $20 million, and receives a variable
rate of interest based on one-month LIBOR. The Company estimates that a 10%
decrease in LIBOR would decrease reported net income by approximately $60,000
annually.
The sensitivity analyses presented disregard the possibility that rates can
move in opposite directions and that gains from one category may or may not be
offset by losses from another category and vice versa.
17
18
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not Applicable.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Issuance of Preferred Stock. As a post closing matter related to the
refinancing of its indebtedness on December 29, 2000, the Company filed a
Certificate of Determination of Preferences of Series L Preferred Stock with the
Secretary of State of California, authorizing one share of Series L Preferred
Stock. The single share was issued to Libra Mezzanine Partners II, L.P.
("Libra"). Libra will have the right, upon the occurrence of an event of default
under the Notes issued to Libra and other holders, to name two directors to the
Company's Board of Directors.
Employee Stock Purchase Plan. In 1999, the Company adopted an Employee Stock
Purchase Plan (the "ESPP") with an initial allocation of 250,000 shares. In
September 2000, an additional 500,000 shares were allocated to the ESPP. The
Board of Directors approved an additional 200,000 shares subject to shareholder
approval at the June 2001 annual shareholder meeting. The ESPP allows employees
of the Company to purchase common stock, through bi-weekly payroll deductions,
at a 15% discount. Employee contributions to the ESPP are limited to 15% of the
employee's annual compensation. Through the quarter ended March 31, 2001,
approximately 576,267 shares of Common Stock have been purchased of the 750,000
shareholder approved shares reserved for issuance under the ESPP.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable.
ITEM 5. OTHER INFORMATION
Not Applicable.
18
19
PART II -- OTHER INFORMATION -- (CONTINUED)
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits (numbered in accordance with item 601 of Regulation
S-K).
Exhibit No.
-----------
2.1 Agreement and Plan of Reorganization and Merger dated May 18, 1998,
by and among the Company, Space Applications Corporation, SAC
Acquisition, Inc. and the individual shareholders named therein
(filed on June 4, 1998 as Exhibit 2 to the Company's Current Report
on Form 8-K and incorporated herein by reference).
2.2 Agreement and Plan of Reorganization and Merger dated July 22, 1998,
by and among the Company, Decision-Science Applications, Inc., DSA
Acquisition, Inc. and the individual shareholders named therein
(filed on August 21 1998 as Exhibit 2.1 to the Company's Current
Report on Form 8-K and incorporated herein by reference).
2.3 Agreement and Plan of Reorganization and Merger dated March 30,
1999, by and among SM&A Corporation, Systems Integration Software,
Inc., SIS Acquisition, Inc. and the individuals named therein (filed
on May 17, 1999 as Exhibit 10.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1999 and incorporated
herein by reference).
2.4 Stock Purchase Agreement dated as of September 20, 1999, by and
among SM&A Corporation (East), Kapos Associates Inc., Ervin Kapos,
June Kapos, Verona Oliver, and Cordellia Scruggs (filed on November
15, 1999 as Exhibit 10.1 to the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 1999 and incorporated
herein by reference).
2.5 Agreement of Merger dated November 24, 1998 between Space
Applications Corporation and SM&A Corporation (East), effective date
December 31, 1998 (filed on March 31, 1999 as Exhibit 2.3 to the
Company's Annual Report on Form 10-K for the year ended December 31,
1998 and incorporated herein by reference).
3.1 Articles of Incorporation, as amended and restated (filed on January
27, 1998 as Exhibit 3.1 to the Registrant's Registration Statement
on Form S-1 (Registration No. 333-4075) and incorporated herein by
reference).
3.2 Bylaws of the Company, as amended and restated (filed on January 5,
1998 as Exhibit 3.2 to the Company's Registration Statement on Form
S-1 (Registration No. 333-4075) and incorporated herein by
reference).
3.3 Certificate of Ownership as filed with the California Secretary of
State on August 6, 1998 (filed on August 19, 1998 as Exhibit 3.1 to
the Company's Current Report on Form 8-K and incorporated herein by
reference).
3.4 Certificate of Determination of Preferences of Series L Preferred
Stock (filed in the Company's Annual Report on Form 10-K for the
year ending December 31, 2000 as Exhibit 3.4 filed on April 17, 2001
and incorporated herein by reference).
4.1 Registration and Antidilution Rights Agreement, dated December 29,
2000, by and among the Company and the Holders listed on the
signature pages thereto (filed on January 8, 2001 as Exhibit 99.5 to
the Company's Current Report on Form 8-K and incorporated by
reference herein).
19
20
PART II -- OTHER INFORMATION -- (CONTINUED)
4.2 Controlling Shareholder Agreement, dated December 29, 2000, by and
among the Company, Steven S. Myers as Common Stockholder, and the
Purchasers listed on the signature pages thereto (filed on January
8, 2001 as Exhibit 99.6 to the Company's Current Report on Form 8-K
and incorporated by reference herein).
4.3 Registration Rights Agreement dated May 29, 1998 by and among the
Company and certain shareholders of Space Applications Corporation
identified therein (filed on June 4, 1998 as Exhibit 2 to the
Company's Current Report on Form 8-K and incorporated herein by
reference).
4.4 Registration Rights Agreement dated August 20, 1998 by and among
Company and certain shareholders of Decision-Science Applications,
Inc. set forth therein (filed on August 21, 1998 as Exhibit 10.1 to
the Company's Current Report on Form 8-K and incorporated herein by
reference).
10.1 Amended and Restated 1997 Stock Option Plan* and related form of
Stock Option Agreement (filed on Company's Current Report on Form
10-K filed on April 17, 2001 as Exhibit 10.1 and incorporated herein
by reference).
10.2 Amended and Restated Employee Stock Purchase Plan (filed on
Company's Current Report on Form 10-K filed on April 17, 2001 as
Exhibit 10.2 and incorporated herein by reference).
10.3 Form of Indemnification Agreement (filed on November 21, 1997 as
Exhibit 10.2 to the Company's Registration Statement on Form S-1
(Registration No. 3334075) and incorporated herein by reference).
10.4 Office Facilities Lease (filed on November 21, 1997 as Exhibit 10.3
to the Company's Registration Statement on Form S-1 (Registration
No. 333-4075) and incorporated herein by reference).
10.5 Second Amended and Restated Credit and Security Agreement, dated
December 29, 2000, by and among the Company, Mellon Bank, N.A., as
Agent, Wells Fargo Bank, N.A., as Co-Agent, and the Lenders listed
on the signature pages thereto (filed on January 8, 2001 as Exhibit
99.2 to the Company's Current Report on Form 8-K and incorporated by
reference herein).
10.6 Note and Stock Purchase Agreement, dated December 29, 2000, by and
among the Company, and the Guarantors and Purchasers listed on the
signature pages thereto (filed on January 8, 2001 as Exhibit 99.3 to
the Company's Current Report on Form 8-K and incorporated by
reference herein).
10.7 Subordination and Intercreditor Agreement, dated December 29, 2000,
by and among the persons listed on the signature pages thereto as
Subordinated Creditors, Libra Mezzanine Partners II-A, L.P. as agent
of the Subordinated Creditors, the Company, and Mellon Bank, N.A. as
agent for all Senior Lenders party to that certain Second Amended
and Restated Credit and Security Agreement of even date therewith
(filed on January 8, 2001 as Exhibit 99.4 to the Company's Current
Report on Form 8-K and incorporated by reference herein).
10.8 Management Agreement, dated December 29, 2000, by and between Libra
Mezzanine Partners II-A, L.P. and the Company (filed on January 8,
2001 as Exhibit 99.7 to the Company's Current Report on Form 8-K and
incorporated by reference herein).
10.9 Employment Agreement dated August 20, 1998 by and between
Decision-Science Applications, Inc. and Gary L. Lucas (filed on
August 21, 1998 as Exhibit 10.3 to the Company's Current Report on
Form 8-K and incorporated herein by reference).
20
21
PART II -- OTHER INFORMATION -- (CONTINUED)
10.10 Employment Agreement dated August 20, 1998 by and between
Decision-Science Applications, Inc. and Dana R. Raucher (filed on
August 21, 1998 as Exhibit 10.4 to the Company's Current Report on
Form 8-K and incorporated herein by reference).
10.11 Employment Agreement dated September 20, 1999, by and between Kapos
Associates Inc. and Ervin Kapos (filed on April 7, 2000 as Exhibit
10.18 to the Company's Annual Report on Form 10-K for the year
ended December 31, 1999 and incorporated herein by reference).
10.12 Escrow Agreement dated September 20, 1999, among SM&A Corporation
(East), Kapos Associates Inc., Ervin Kapos and June Kapos and First
American Trust Company (filed on November 15, 1999 as Exhibit 10.2
to the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999 and incorporated herein by reference).
10.13 Escrow Agreement dated March 30, 1999, among the Company, Systems
Integration Software, Inc., First American Trust Company and the
individuals names therein (filed on May 17, 1999 as Exhibit 10.2 to
the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999 and incorporated herein by reference).
10.14 Escrow Agreement dated August 20, 1998 by and between
Decision-Science Applications, Inc., First American Trust Company
and certain shareholders identified therein (filed on August 21,
1998 as Exhibit 10.5 to the Company's Current Report on Form 8-K
and incorporated herein by reference).
10.15 Employment Agreement dated as of February 1, 2000 between the
Company and Steven S. Myers (filed on Company's Current Report on
Form 10-K filed on April 17, 2001 as Exhibit 10.17 and incorporated
herein by reference).
(b) Reports on Form 8-K
On May 9, 2001, the Company filed with the Securities and Exchange
Commission a Current Report on Form 8-K reporting the Company's May 3, 2001,
dismissal of KPMG, LLP ("KPMG") as its independent accountant. The reports of
KPMG on the Company's financial statements for the past two fiscal years
contained no adverse opinion or disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope or accounting principles. On May 3,
2001, the Company hired the firm of Ernst & Young, LLP as its independent
accountants.
21
22
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
EMERGENT INFORMATION TECHNOLOGIES, INC.
By: /s/ CATHY L. WOOD
-------------------------------------
Dated: May 18, 2001 Cathy L. Wood
Chief Financial Officer and Secretary
(Principal Accounting Officer)
22