<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended September 30, 1997 or
[ ] Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from _________ to ________
Commission file number 0-28206
Integrated Systems Consulting Group, Inc.
-----------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2528944
------------ ----------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
575 East Swedesford Road, Suite 200, Wayne, Pennsylvania 19087
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(Address of principal executive offices, including zip code)
(610) 989-7000
--------------
(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
--- ---
There were 7,927,732 shares of the registrant's common stock, par value $.005
per share, outstanding at November 10, 1997.
<PAGE>
Integrated Systems Consulting Group, Inc.
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements:
Consolidated Balance Sheets as of September 30, 1997
(unaudited) and December 31, 1996
Consolidated Statements of Operations for the three and nine
months ended September 30, 1997 and 1996 (unaudited)
Consolidated Statements of Cash Flows for the nine months
ended September 30, 1997 and 1996 (unaudited)
Notes to Consolidated Financial Statements (unaudited)
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities and Use of Proceeds
Item 3. Defaults upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signatures
<PAGE>
Integrated Systems Consulting Group, Inc.
Consolidated Balance Sheets
(in thousands, except share data)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
September 30
1997 December 31
(Unaudited) 1996
-------- --------
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 5,286 $ 8,730
Short-term investments, at cost, which approximates market 1,743 2,537
Accounts receivable:
Trade, net of reserves of $282 and $196 9,552 5,643
Unbilled 128 144
Prepaid expenses 436 562
Other current assets 254 196
-------- --------
Total current assets 17,399 17,812
Property and equipment, net 3,481 2,935
Goodwill, net 1,450 --
Other assets 121 97
-------- --------
$ 22,451 $ 20,844
======== ========
Liabilities and stockholders' equity
Current liabilities:
Accounts payable and accrued expenses $ 1,264 $ 1,590
Accrued compensation payable 741 1,104
Income taxes payable 147 27
Deferred income taxes 145 363
-------- --------
Total current liabilities 2,297 3,084
-------- --------
Commitments
Stockholders' equity:
Preferred stock, $1.00 par value; 500,000 shares authorized; none issued -- --
Common stock, $.005 par value, 25,000,000 shares
authorized, 9,227,513 and 9,227,513 shares issued 46 46
Additional paid-in capital 12,625 12,612
Retained earnings 8,122 5,776
-------- --------
20,793 18,434
Treasury stock, at cost, 1,302,181 and 1,370,840 common shares (639) (674)
-------- --------
20,154 17,760
-------- --------
$ 22,451 $ 20,844
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
Integrated Systems Consulting Group, Inc.
Consolidated Statements of Operations
(in thousands, except per share data)
Unaudited
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
- ------------------------------------------------------------------------------------------------------------------------------
1997 1996 1997 1996
---------------- ---------------- --------------- ---------------
<S> <C> <C> <C> <C>
Revenues $ 11,478 $ 7,538 $ 30,576 $ 22,047
Operating expenses:
Direct costs 6,777 4,451 17,893 12,605
Selling expenses 785 458 2,018 1,219
General and administrative expenses 2,374 1,567 6,937 4,482
---------------- ---------------- --------------- ---------------
Total operating expenses 9,936 6,476 26,848 18,306
---------------- ---------------- --------------- ---------------
Income from operations 1,542 1,062 3,728 3,741
Interest income, net 88 138 317 213
---------------- ---------------- --------------- ---------------
Income before income taxes 1,630 1,200 4,045 3,954
Provision for income taxes 685 517 1,699 1,701
---------------- ---------------- --------------- ---------------
Net income $ 945 $ 683 $ 2,346 $ 2,253
---------------- ---------------- --------------- ---------------
Net income per common share:
Primary $ .11 $ .08 $ .26 $ .30
=============== ================ =============== ===============
Fully diluted $ .11 $ .08 $ .26 $ .29
=============== ================ =============== ===============
Shares used in computing
net income per common share:
Primary 8,908 9,000 8,881 7,620
=============== ================ =============== ===============
Fully diluted 8,908 9,041 8,892 7,839
=============== ================ =============== ===============
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
Integrated Systems Consulting Group, Inc.
Consolidated Statements of Cash Flows
(in thousands)
Unaudited
<TABLE>
<CAPTION>
Nine Months Ended
September 30
- ----------------------------------------------------------------------------------------------------
1997 1996
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 2,346 $ 2,253
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 1,000 489
Deferred income tax benefit (218) (230)
Changes in assets and liabilities, inclusive of effects of
acquired business:
Accounts receivable (3,893) (2,774)
Prepaid expenses 135 (538)
Other assets 338 11
Accounts payable and accrued expenses (406) 88
Accrued compensation payable (363) 64
Income taxes payable 120 (255)
-------- --------
Net cash used in operating activities (941) (892)
-------- --------
Cash flows from investing activities:
Purchases of property and equipment (1,451) (1,563)
Purchases of short-term investments (9,756) (391)
Maturity and sale of short-term investments 10,550 --
Acquisition of business, net of cash acquired (1,894) --
-------- --------
Net cash used in investing activities (2,551) (1,954)
-------- --------
Cash flows from financing activities:
Purchase of treasury stock -- (26)
Proceeds from issuance of common stock 48 9,910
-------- --------
Net cash provided by financing activities 48 9,884
-------- --------
Net change in cash and cash equivalents (3,444) 7,038
Cash and cash equivalents, beginning 8,730 2,479
-------- --------
Cash and cash equivalents, ending $ 5,286 $ 9,517
======== ========
Supplemental disclosure of cash flow information:
Income taxes paid $ 1,795 $ 2,185
Conversion of accounts receivable to note receivable $ -- $ 94
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
Integrated Systems Consulting Group, Inc.
Notes to Consolidated Financial Statements (Unaudited)
1. The accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information and with the instructions for Form 10-Q and Rule
10-01 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included.
Operating results for the nine month period ended September 30, 1997 are
not necessarily indicative of the results that may be expected for the
year ending December 31, 1997. For further information, refer to the
consolidated financial statements and footnotes thereto for the year
ended December 31, 1996 included in the Company's Annual Report on Form
10-K.
2. In April 1997, the Company completed the acquisition of the assets and
certain liabilities of Cutting Edge Computer Solutions, Inc. (Cutting
Edge) for cash. Cutting Edge is an information services consulting firm
with primary offices in Malvern, PA, and Alexandria, VA, that specializes
in the design and development of business software using client-server,
relational database, and internet and intranet technologies. Cutting Edge
had 26 employees and reported revenues of $2.2 million in calendar year
1996. This acquisition was accounted for using the purchase method of
accounting. The purchase price included net assets of $400,000.
3. On May 31, 1996, the Company completed its initial public offering. The
Company issued 2,175,000 shares of the Company's common stock and
received net proceeds of approximately $9.7 million. The remaining net
proceeds will be used for working capital, general corporate purposes and
capital expenditures. A portion of the remaining net proceeds may be used
for acquisitions.
4. Net income per share is computed using the weighted average number of
shares of common and common equivalent shares (stock options and
warrants) outstanding. As required by a Staff Accounting Bulletin issued
by the Securities and Exchange Commission, common and common equivalent
shares issued by the Company during the twelve-month period preceding the
offering, discussed above, have been included in the calculation as if
they were outstanding for all periods presented (using the treasury stock
method and assuming an initial public offering price of $5.00 per share).
5. In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per
Share," which requires the dual presentation of basic and diluted
earnings per share. The Company will adopt this standard as of December
31, 1997, as required. Early adoption is not permitted.
<PAGE>
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Revenue. The Company's revenues for the quarter and nine month periods ended
September 30, 1997 increased by $3.9 million, or 52%, and $8.5 million, or
39%, compared to the corresponding periods in 1996. Approximately 72% and 68%
of these increases resulted from an increase in the volume of hours billed and
approximately 28% and 32% of the increases resulted from an increase in
aggregate average rates for hours billed during the quarter and nine month
periods ended September 30, 1997. For the quarter and nine month periods ended
September 30, 1997, the percentage of revenue from clients in the
pharmaceutical industry was 62% and 63% compared to 54% and 57% for the
corresponding periods in 1996.
Direct costs. Direct costs for the quarter and nine month periods ended
September 30, 1997 increased by $2.3 million, or 52%, and $5.3 million, or
42%, compared to the corresponding periods in 1996. These increases are
principally due to an increase in the number of professional staff to 430 at
September 30, 1997 from 329 at September 30, 1996. As a percentage of
revenues, direct costs were 59% for the quarter and nine month periods ended
September 30, 1997 compared to 59% and 57% for the corresponding periods in
1996. The increase in the first nine months resulted principally from a lower
utilization rate (i.e. the ratio of hours billed to total available hours)
during the first nine months of 1997 compared to the corresponding period in
1996. During 1997 the Company performed more project engagements than staff
augmentation assignments compared to the first nine months of 1996. As a
result, the Company has experienced greater non-billable time prior to the
start of project engagements, and greater non-billable time between project
engagements. Also, during 1997, the Company has experienced longer periods of
non-billable time for its less experienced new hires, after the completion of
their training, before their first assignment. The Company believes its direct
costs as a percentage of revenue for the full year 1997 will be higher than in
the full year 1996.
Selling expenses. Selling expenses for the quarter and nine month periods
ended September 30, 1997 increased by $327,000, or 71%, and $799,000, or 66%,
compared to the corresponding periods in 1996. As a percentage of revenues,
selling expenses were 7% for the quarter and nine month periods ended
September 30, 1997 compared to 6% for the corresponding periods in 1996. These
increases are principally due to the increase in the number of sales and
marketing personnel to 21 at September 30, 1997 from 14 at September 30, 1996.
Also, a majority of the Company's Account Executives added in 1997 are more
experienced professionals, with the skills to sell project engagements. The
Company believes its selling expenses as a percentage of revenue for the full
year 1997 will be higher than in the full year 1996.
<PAGE>
General and administrative expenses. General and administrative expenses for
the quarter and nine month periods ended September 30, 1997 increased by
$807,000, or 51%, and $2.5 million, or 55%, compared to the corresponding
periods in 1996. As a percentage of revenues, general and administrative
expenses were 21% and 23% for the quarter and nine month periods ended
September 30, 1997 compared to 21% and 20% for the quarter and nine month
periods of 1996. These increases are principally due to increases in
facilities costs (office rent and utilities) and facility related costs (such
as depreciation of computer equipment, amortization of software and leasehold
improvements, expansion of computer networks, additional software costs and
the costs of related support personnel) relating to an increase in the number
of professional and supervisory personnel, and performing client engagements
in the Company's offices rather than at client locations. Also, during the
first nine months of 1997, the Company incurred nine months of certain
expenses associated with public company filings, compliance requirements, and
investor and shareholder relations. The Company incurred only five months of
these expenses in the first nine months of 1996.
Interest income. Interest income for the quarter ended September 30, 1997
decreased to $88,000 from $138,000 in the corresponding period in 1996. The
decrease is principally due to lower average cash equivalents and short-term
investments balances. Interest income for the nine month period ended
September 30, 1997 increased to $317,000 from $213,000 in the corresponding
period in 1996. The increase is principally due to higher average cash
equivalents and short-term investments balances.
Effective income tax rate. The Company's effective income tax rate in 1997
decreased to 42.0% from 43.0% in 1996.
<PAGE>
Liquidity and Capital Resources:
Cash and cash equivalents and short-term investments decreased $4.3 million to
$7.0 million at September 30, 1997 from $11.3 million at December 31, 1996.
The decrease resulted principally from the acquisition of Cutting Edge,
working capital requirements, payments for income taxes and capital
expenditures. At September 30, 1997 cash equivalents were invested in
short-term U. S. governmental agency issues, institutional money-market funds
and a master repurchase agreement. By policy, the Company places its
investments in high credit-quality instruments.
On May 31, 1996, the Company completed its initial public offering. The
Company issued 2,175,000 shares of the Company's common stock and received net
proceeds of approximately $9.7 million. The remaining net proceeds will be
used for working capital, general corporate purposes and capital expenditures.
A portion of the remaining net proceeds may be used for acquisitions.
The Company currently anticipates that cash generated from operations and
existing cash balances will be sufficient to satisfy its operating
requirements and ordinary capital spending for the foreseeable future. Should
the Company's business expand more rapidly than expected, the Company's $1.0
million bank line of credit would be available to fund such operating and
capital requirements. In addition, the Company could consider seeking
additional public or private debt or equity financing to fund growth
opportunities, including acquisitions.
Safe Harbor Statement:
Statements made in this filing that are forward-looking involve risk and
uncertainties and are subject to change at any time. The Company derives its
forward-looking statements from its operating budgets and forecasts which are
based upon detailed assumptions about many important factors. While the
Company believes that its assumptions are reasonable, it cautions that there
are inherent difficulties in predicting the impact of certain factors,
including client demand, dependence on the pharmaceutical industry, the
attraction and retention of technical employees, concentration and mix of
revenues, and other factors, which could cause actual results to differ
materially from predicted results. These factors, as and when applicable, are
disclosed previously and from time to time in the Company's filing with the
Securities and Exchange Commission.
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings: None
Item 2. Changes in Securities and Use of Proceeds:
The Company's registration statement on Form S-1 with respect to its
initial public offering (SEC file no. 333-00790) was declared
effective on April 17, 1996.
The following information reports the Company's use of the net
proceeds of its initial public offering. The Company has previously
reported this information on Form SR pursuant to Rule 463 under the
Securities Act of 1933. The Company last filed Form SR on August 5,
1997, for the period ended July 31, 1997. Only information that has
changed since the filing of the last Form SR is reported below.
From the effective date of the registration statement, the net
proceeds of the Company's initial public offering have been used in
the following amounts and for the following purposes.
<TABLE>
<CAPTION>
<S> <C>
Working Capital $3,446,657
Purchase of Equipment $2,947,045
Acquisition of Other Business $1,894,000
U.S. Government Obligations $1,303,838
</TABLE>
All of the foregoing payments were direct or indirect payments to
persons other than (i) directors, officers and associates thereof,
(ii) persons owning 10% or more of the Company's common stock, or
(iii) affiliates of the Company.
Item 3. Defaults Upon Senior Securities: None
Item 4. Submission of Matters to a Vote of Security Holders: None
Item 5. Other Information: None
Item 6. Exhibits and Reports on Form 8-K:
(a) Exhibits:
3.1 Articles of Incorporation*
3.2 By-laws*
11.1 Computation of Net Income Per Share
27.1 Financial Data Schedule
Reports on Form 8-K: None
- ------------
* Filed as an exhibit to the Company's registration statement on Form S-1
(File No. 333-00790) and incorporated herein by reference.
<PAGE>
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.
Integrated Systems Consulting Group, Inc.
Date: November 14, 1997 By: /s/DAVID S. LIPSON
------------------
David S. Lipson
Chairman, Chief Executive Officer,
President and Treasurer
Date: November 14, 1997 By: /s/DAVID D. GATHMAN
-------------------
David D. Gathman
Executive Vice President, Finance and
Administration, Chief Financial
Officer and Secretary (Principal
Financial and Accounting Officer)
<PAGE>
EXHIBIT INDEX
Number Description
3.1 Articles of Incorporation*
3.2 By-laws*
11.1 Computation of Net Income Per Share
27.1 Financial Data Schedule
- ------------
* Filed as an exhibit to the Company's registration statement on Form S-1
(File No. 333-00790) and incorporated herein by reference.
<PAGE>
Integrated Systems Consulting Group, Inc.
(in thousands, except per share data)
Exhibit 11.1 - Computation of Net Income Per Share
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
------------------------------ ------------------------------
1997 1996 1997 1996
------------ ------------- ------------ -------------
<S> <C> <C> <C> <C>
Shares used in computing primary net income
per common share:
Shares outstanding, beginning of period 7,920 7,827 7,857 5,606
Net incremental shares resulting from assumed
exercise of stock options and warrants using
the treasury stock method 984 1,165 966 1,018
Weighted impact of common shares issued
during the period 4 8 58 1,004
Weighted impact of common shares
repurchased during the period - - - (8)
------------ ------------- ------------ -------------
Total shares used in computing primary
net income per common share 8,908 9,000 8,881 7,620
============ ============= ============ =============
Net income $ 945 $ 683 $ 2,346 $ 2,253
============ ============= ============ =============
Primary net income per common share $ .11 $ .08 $ .26 $ .30
============ ============= ============ =============
Shares used in computing fully diluted net income
per common share:
Shares outstanding, beginning of period 7,920 7,827 7,857 5,606
Net incremental shares resulting from assumed
exercise of stock options and warrants using
the treasury stock method 984 1,206 977 1,237
Weighted impact of common shares issued
during the period 4 8 58 1,004
Weighted impact of common shares
repurchased during the period - - - (8)
------------ ------------- ------------ -------------
Total shares used in computing fully diluted
net income per common share 8,908 9,041 8,892 7,839
============ ============= ============ =============
Net income $ 945 $ 683 $ 2,346 $ 2,253
============ ============= ============ =============
Fully diluted net income per common share $ .11 $ .08 $ .26 $ .29
============ ============= ============ =============
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001007020
<NAME> XXXXXXX
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JUL-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 5,286
<SECURITIES> 1,743
<RECEIVABLES> 9,680
<ALLOWANCES> 282
<INVENTORY> 0
<CURRENT-ASSETS> 17,399
<PP&E> 5,829
<DEPRECIATION> 2,348
<TOTAL-ASSETS> 22,451
<CURRENT-LIABILITIES> 2,297
<BONDS> 0
0
0
<COMMON> 46
<OTHER-SE> 22,405
<TOTAL-LIABILITY-AND-EQUITY> 22,451
<SALES> 30,576
<TOTAL-REVENUES> 30,576
<CGS> 0
<TOTAL-COSTS> 26,848
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 4,045
<INCOME-TAX> 1,699
<INCOME-CONTINUING> 2,346
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,346
<EPS-PRIMARY> .26
<EPS-DILUTED> .26
</TABLE>
