META GROUP INC
8-K, 1999-05-04
ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


          Date of Report (Date of earliest event reported): May 3, 1999
                                                            -----------

                                META GROUP, INC.
             -----------------------------------------------------
             (Exact name of Registrant as specified in its charter)


           DELAWARE                      0-27280                06-0971675
           --------                      -------                ----------
(State or other  jurisdiction  of  (Commission  file  number)  (I.R.S.  Employer
 incorporation or organization) Identification No.)


208 Harbor Drive, Stamford, CT                                        06912
- ----------------------------------------                            ---------
(Address of principal executive offices)                            (Zip Code)


Registrant's telephone number including area code: (203) 973-6700
                                                   --------------
                           No change since last report
             ------------------------------------------------------ 
             (Former name or address, if changed since last report)



<PAGE>
Item 5.  Other Events
- ---------------------

     On May 3, 1999,  the  Registrant  announced  (i) the results for the fiscal
quarter ended March 31, 1999 and (ii) an  authorization  to expand the Company's
stock  repurchase  program to a total of 2.4 million  shares of its Common Stock
from 1.2 million shares  previously  authorized on April 14, 1999, as more fully
described in Registrant's press release dated May 3, 1999 incorporated herein by
reference (and attached hereto as Exhibit 99.1).

Item 7.  Financial Statements and Exhibits
- ------------------------------------------
     (c)      Exhibits.

              99.1     Press release dated May 3, 1999.


<PAGE>
                                    SIGNATURE


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 hereunto duly authorized.


                                          META GROUP, INC.



                                          By: /s/ Dale Kutnick
                                          --------------------                  
                                          Dale Kutnick
                                          President, Co-Research Director, Chief
                                          Executive Officer  and Chairman of the
                                          Board of Directors



Dated: May 4, 1999



                                   META Group
- --------------------------------------------------------------------------------
META Group, Inc., 208 Harbor Drive, P.O. Box 120061, Stamford, CT 06912-0061
(203) 973-6700 Fax: (203) 359-8066

                                  News Release

FOR IMMEDIATE RELEASE               Contact: Bernard F. Denoyer
                                             Investor Relations/CFO
                                             (203) 973-6813
                                             [email protected]

                                             Alison Ziegler
                                             The Financial Relations Board, Inc.
                                             (212) 661-8030


                    META GROUP REPORTS FIRST-QUARTER RESULTS
                      AND EXPANDS SHARE REPURCHASE PROGRAM

Stamford,  CT - May 3, 1999 - META Group,  Inc.  (Nasdaq:  METG) today announced
results for the first quarter ended March 31, 1999.

     For the first  quarter of 1999,  total  revenues  rose 33% to $20.1 million
from $15.1 million in the first quarter of 1998.  Continuous  Advisory  Services
revenues  increased  20% to $15.8  million,  versus  $13.2  million in the first
quarter of 1998.  Published  Research  revenues  increased  61% to $1.4 million,
versus $0.9 million in the first quarter of 1998.  Project  Consulting  revenues
increased  167% to $2.9  million,  versus $1.1  million in the first  quarter of
1998.  Operating  income  for the first  quarter of 1999  decreased  34% to $1.4
million,  or 7.2% of total  revenues,  versus  $2.2  million,  or 14.5% of total
revenues,  reported in the same period last year. First- quarter 1999 net income
decreased  21% to $1.3 million  from $1.6 million in the first  quarter of 1998.
Diluted  earnings  per  share  decreased  23% to $0.10  per  share in the  first
quarter, versus $0.13 in the first quarter of 1998.

     Contract  Value on March 31, 1999,  was $68.9  million,  representing a 23%
increase  over $56.3  million on March 31, 1998.  The Company  defines  Contract
Value as the aggregate  annualized value of renewable  revenues  recognized from
all contracts in effect at a given point in time, without regard to the duration
of the contracts outstanding at such time.

     Dale Kutnick, president, chief executive officer, and co-research director,
noted,  "The  shortfall  in the  quarter  was  primarily  caused  by  unexpected
transitional  issues connected with the recent Sentry Group acquisition and some
publishing  delays.  Continuous  Advisory Services revenue growth was also lower
than  expected,  while  at  the  same  time  the  Company  continued  to  invest
aggressively  in its domestic sales  organization  and new product  development.
Continuous Advisory Services billings, however, showed encouraging strength late
in the quarter,  and we remain confident in our expanded sales team's ability to
sustain high top line growth for the year, by positioning our broadened  product
line across our clients' entire decision-making life-cycle."

                                    - More -
<PAGE>

META Group, Inc.
May 3, 1999
Page 2



Expansion of  Repurchase Program

     META Group today  announced  that its Board of  Directors  has  unanimously
authorized the expansion of the Company's  repurchase  program to a total of 2.4
million shares. As previously announced on April 14, 1999, META Group's Board of
Directors  unanimously  authorized the repurchase of up to 1.2 million shares of
its Common Stock.  Bernard  Denoyer,  senior vice president and CFO,  commented,
"Through  April 27, 1999,  we  repurchased  approximately  850,000  shares at an
average  price of $9.60 per share,  and we will  continue to  actively  buy back
shares as we believe this program provides significant shareholder value." As of
April 29, 1999, the Company had 11,180,000 shares outstanding.

     Effective  January 1, 1999, the Company  decided to present its revenues on
the face of its income statement in a manner consistent with the way the Company
manages its  operations,  and  consistent  with the  direction  of  Statement of
Financial  Accounting  Standards  No.  131,  "Disclosures  about  Segments of an
Enterprise and Related Information." The Company's three operating segments are:
Continuous Advisory Services,  Published Research, and Project Consulting.  This
three-step  breakdown of revenues was  previously  disclosed for the three years
ended  December 31, 1998 in the  footnotes to the  Company's  1998  consolidated
financial   statements,   and  will  be  reported  on  the  Company's  quarterly
consolidated  statements of operations for 1999. All prior period  revenues have
been reclassified to conform to the 1999 presentation.

     META  Group  helps  companies  make  better  information   technology  (IT)
decisions by providing research and unlimited analyst  consultation  relevant to
their    specific     business    needs.     Offering     advisory     services,
consulting/benchmarking,  and  publications  that span the full  spectrum of IT,
META Group  addresses the latest  technologies,  industry  trends,  and business
challenges.  With  approximately  1,800 client companies  worldwide,  META Group
differentiates itself from other information providers through its commitment to
highly personal service (enabling "analysis in context"),  bottom-line  answers,
and   objectivity.   To  support   this   promise,   META  Group   maintains   a
client-to-analyst  ratio of 50:1 - the lowest in the  industry  - and  reinvests
almost 50% of its revenue back into research and client  services.  For details,
connect with www.metagroup.com.

     Statements   above  that  are  not  historical   facts  may  be  considered
forward-looking  statements  that  involve  risks and  uncertainties,  including
statements  regarding  the  sustainability  of  our  differentiated   continuous
research and advisory  services.  Actual  results  could differ  materially as a
result of  various  factors,  including  the level  and  timing of  subscription
renewals to  Continuous  Advisory  Services;  the level and timing of contracted
Project Consulting services;  the timing and amount of business generated by the
Company;  the  integration  of acquired  businesses  into the  operations of the
Company  (particularly the acquisition of The Sentry Group, Inc.); the timing of
the delivery of  Published  Research  sold by the  Company;  the mix of domestic
versus  international  business;  the timing of the  development,  introduction,
marketing, and market acceptance of new products and services; the timing of the
hiring of research analysts and consultants; changes in the spending patterns of
the Company's  target clients;  changes in the market demand for IT research and
analysis  and  competitive  conditions  in the  industry;  and  other  risks and
uncertainties  detailed  from  time to time in the  Company's  filings  with the
Securities and Exchange Commission.

<PAGE>
<TABLE>
<CAPTION>

META Group, Inc.

                                              ----------------------------------
OPERATING RESULTS                                   Quarter Ended March 31,
                                              ----------------------------------
  (in thousands, except per share)                 1999       1998    % Change
                                              ----------------------------------
<S>                                             <C>          <C>          <C>
Revenues
  

   Continuous Advisory Services                 $15,808      $13,179      20%
   Published Research                             1,427          887      61%
                                              ----------------------

       Total renewable revenues                  17,235       14,066      23%

   Project Consulting                             2,870        1,076     167%
                                              ----------------------

        Total revenues                           20,105       15,142      33%
                                              ----------------------

Operating Expenses
   Cost of services and fulfillment              11,286        7,538      50%
   Selling and marketing                          4,982        3,446      45%
   General and administrative                     1,793        1,520      18%
   Depreciation and amortization                    593          447      33%
                                              ----------------------
        Total operating expenses                 18,654       12,951      44%

Operating income                                  1,451        2,191     -34%

Interest income                                     772          605      28%
                                              ----------------------
Income before provision for income taxes          2,223        2,796     -20%

Provision for income taxes                          914        1,148     -20%
                                              ----------------------
Net income                                       $1,309       $1,648     -21%
                                              ======================

Net income per diluted common share               $0.10        $0.13     -23%
                                              ======================

Net income per basic common share                 $0.11        $0.15     -25%
                                              ======================

Weighted average diluted shares outstanding      12,905       12,299       5%
                                              ======================

Weighted average basic shares outstanding        11,830       11,162       6%
                                              ======================



SELECTED STATISTICAL DATA
  (Dollars in thousands)

Contract Value                                  $68,940      $56,260      23%
Client Organizations                              1,800        1,475      22%
Client Subscribers                                4,200        3,500      20%



                                                ---------------------------
BALANCE SHEET DATA                                 March 31,   December 31,
                                                ---------------------------
  (in thousands)                                        1999           1998
                                                ---------------------------

Assets
   Cash, cash equivalents and marketable securities  $32,050        $30,976
   Accounts receivable                                31,066         35,306
   Deferred tax asset                                  3,808          3,808
   Other current assets                                7,124          4,330
                                                ---------------------------
      Total current assets                            74,048         74,420

   Marketable securities                              11,996         15,850
   Furniture and equipment                             5,738          4,553
   Goodwill                                            5,675          5,528
   Deferred tax asset                                    256            792
   Other assets                                       12,053         11,044
                                                ---------------------------
        Total assets                                $109,766       $112,187
                                                ===========================

Liabilities and Stockholders' Equity
   Deferred Revenues                                 $33,824        $31,276
   Other current liabilities                           1,221          8,221
                                                ---------------------------
        Total liabilities                             35,045         39,497

   Total stockholders' equity                         74,721         72,690
                                                ---------------------------
   Total liabilities and stockholders' equity       $109,766       $112,187

                                                ===========================
</TABLE>



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