<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
March 31, 1997 or
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[ ] 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.
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(Exact name of registrant as specified in its charter)
Pennsylvania 23-2528944
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(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
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(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 7,915,507 shares of the registrant's common stock, par value $.005
per share, outstanding at May 12, 1997.
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Integrated Systems Consulting Group, Inc.
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements:
Consolidated Balance Sheets as of March 31, 1997 (unaudited)
and December 31, 1996
Consolidated Statements of Operations for the three months
ended March 31, 1997 and 1996 (unaudited)
Consolidated Statements of Cash Flows for the three months
ended March 31, 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
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
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Integrated Systems Consulting Group, Inc.
Consolidated Balance Sheets
(in thousands, except share data)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
March 31,
1997 December 31,
(Unaudited) 1996
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Assets
Current assets:
<S> <C> <C>
Cash and cash equivalents $ 4,275 $ 8,730
Short-term investments, at cost, which approximates market 4,551 2,537
Accounts receivable:
Trade, net of reserves of $260 and $196 7,653 5,643
Unbilled 74 144
Prepaid expenses 679 562
Other current assets 228 196
-------- -----------
Total current assets 17,460 17,812
Property and equipment, net 3,253 2,935
Other assets 94 97
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$ 20,807 20,844
======== ===========
Liabilities and stockholders' equity
Current liabilities:
Accounts payable and accrued expenses $ 1,090 $ 1,590
Accrued compensation payable 692 1,104
Income taxes payable 482 27
Deferred income taxes 146 363
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Total current liabilities 2,410 3,084
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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 12,619 12,612
Retained earnings 6,377 5,776
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19,042 18,434
Treasury stock, at cost, 1,312,997 and 1,370,840 common shares (645) (674)
-------- -----------
18,397 17,760
-------- -----------
$ 20,807 $ 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
March 31
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1997 1996
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<S> <C> <C>
Revenues $ 8,889 $ 7,065
Operating expenses:
Direct costs 5,188 3,905
Selling expenses 602 393
General and administrative expenses 2,198 1,305
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Total operating expenses 7,988 5,603
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Income from operations 901 1,462
Interest income, net 135 22
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Income before income taxes 1,036 1,484
Provision for income taxes 435 638
-------- --------
Net income $ 601 $ 846
======== ========
Net income per common share $ .07 $ .13
======== ========
Shares used in computing net income per common share 8,896 6,274
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
Integrated Systems Consulting Group, Inc.
Consolidated Statements of Cash Flows
(in thousands)
Unaudited
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended
March 31
----------------------
1997 1996
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Cash flows from operating activities:
<S> <C> <C>
Net income $ 601 $ 846
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 286 132
Deferred income tax provision (benefit) (217) (230)
Changes in assets and liabilities;
Accounts receivable (1,940) (2,145)
Prepaid expenses (117) (436)
Other assets (29) (225)
Accounts payable and accrued expenses (500) 331
Accrued compensation payable (412) (140)
Income taxes payable 455 187
-------- --------
Net cash used in operating activities (1,873) (1,680)
-------- --------
Cash flows from investing activities:
Purchases of property and equipment (604) (260)
Purchases of short-term investments (2,213) -
Maturity and sale of short-term investments 199 -
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Net cash used in investing activities (2,618) (260)
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Cash flows from financing activities:
Purchase of treasury stock - (26)
Proceeds from issuance of common stock 36 4
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Net cash provided by (used in) financing activities 36 (22)
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Net decrease in cash and cash equivalents (4,455) (1,962)
Cash and cash equivalents, beginning 8,730 2,479
-------- --------
Cash and cash equivalents, ending $ 4,275 $ 517
======== ========
Supplemental disclosure of cash flow information:
Income taxes paid $ 197 $ 681
</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 three month period ended March 31, 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. 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 $9.9 million. The proceeds will be used for
acquisitions, working capital, general corporate purposes and capital
expenditures.
3. 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).
4. 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.
5. 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 will be accounted for using the purchase method of
accounting.
<PAGE>
Management's Discussion and Analysis of
Financial Condition and Results of Operations
First Quarter 1997 as compared to First Quarter 1996
Revenue. The Company's revenues for the quarter ended March 31, 1997 increased
by $1.8 million or 25.8% to $8.9 million from $7.1 million in 1996.
Approximately 68.7% of this increase resulted from an increase in the volume of
technical employee hours billed and approximately 31.3% of the increase resulted
from an increase in aggregate average rates for hours billed during the first
quarter of 1997 as compared with the corresponding period in 1996. For the
quarter, the percentage of revenue from clients in the pharmaceutical industry
was 67.3% compared to 57.8% in the first quarter of 1996.
Direct costs. Direct costs for the quarter ended March 31, 1997 increased by
$1.3 million or 32.9% to $5.2 million from $3.9 million in 1996. This increase
is principally due to an increase in the number of professional staff to 351
technical personnel at March 31, 1997 from 273 at March 31, 1996. As a
percentage of revenues, direct costs increased to 58.4% for the first quarter of
1997 from 55.3% for the first quarter of 1996. This increase resulted
principally from the delay in several large projects which caused the Company's
technical personnel utilization rates (i.e. the ratio of hours billed to total
available hours) in the first quarter of 1997 to decline compared the first
quarter of 1996. The Company believes its direct costs as a percentage of
revenue will be less for the balance of 1997 than in the first quarter.
Selling expenses. Selling expenses for the quarter ended March 31, 1997
increased by $209,000 to $602,000 from $393,000 in the corresponding period in
1996. This increase is principally due to the increase in the number of sales
and marketing personnel to 16 at March 31, 1997 from nine at March 31, 1996.
General and administrative expenses. General and administrative expenses for the
quarter ended March 31, 1997 increased by $893,000 or 68.4% to $2.2 million from
$1.3 million in the corresponding period in 1996. As a percentage of revenues,
general and administrative expenses increased to 24.7% for the first quarter of
1997 from 18.5% for the first quarter 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) to support an
increase in the number of professional and supervisory personnel performing
client engagements in the Company's offices rather than at client locations.
Also, during the first quarter of 1997 the Company incurred certain new expenses
and increased insurance, legal and accounting expenses associated with public
company filings and compliance requirements and with investor and shareholder
relations. The Company believes its general and administrative expenses as a
percentage of revenue will be less for the balance of 1997.
<PAGE>
First Quarter 1997 as compared to First Quarter 1996, continued
Interest income. Interest income for the quarter ended March 31, 1997 increased
to $135,000 from $22,000 in the corresponding period in 1996. The increase is
principally due to higher average cash equivalents and short-term investments
balances. The increase in cash balances principally resulted from approximately
$9.9 million that the Company received from its initial public offering which
closed on May 31, 1996.
Effective income tax rate. The Company's effective income rate for the first
quarter of 1997 was 42.0% and 43.0% for the first quarter of 1996.
<PAGE>
Liquidity and Capital Resources:
Cash and cash equivalents and short-term investments decreased $2.4 million to
$8.8 million at March 31, 1997 from $11.3 million at December 31, 1996. The
decrease resulted primarily from working capital requirements and capital
expenditures. At March 31, 1997 cash equivalents and short-term investments 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 $9.9 million. The proceeds will be used for acquisitions,
working capital, general corporate purposes and capital expenditures.
The Company currently anticipates that the net proceeds received from the
offering together with 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 believes that its existing and additional
bank 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: None
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 Computation of Net Income Per Share
27 Financial Data Schedule
(b) Reports on Form 8-K: None
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* 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: May 14, 1997 By: /s/ DAVID S. LIPSON
-------------------------------------
David S. Lipson
Chairman, Chief Executive Officer,
President and Treasurer
Date: May 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 Computation of Net Income Per Share
27 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 - Computation of Net Income Per Share
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended
March 31
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1997 1996
--------- ---------
<S> <C> <C>
Shares used in computing net income per common share:
Shares outstanding, beginning of period 7,856,673 5,605,681
Net incremental shares resulting from assumed exercise
of stock options and warrants using the treasury stock method 994,490 666,155
Weighted impact of common shares issued during the period 45,039 9,674
Weighted impact of common shares repurchased during the period - (7,800)
--------- ---------
Total shares used in computing net income per common share 8,896,202 6,273,710
========= =========
Net income $ 601,000 $ 846,000
========= =========
Net income per common share $ .07 $ .13
========= =========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001007020
<NAME> INTEGRATED SYSTEM CONSULTING
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 4,275
<SECURITIES> 4,551
<RECEIVABLES> 7,727
<ALLOWANCES> 260
<INVENTORY> 0
<CURRENT-ASSETS> 17,460
<PP&E> 4,969
<DEPRECIATION> 1,716
<TOTAL-ASSETS> 20,807
<CURRENT-LIABILITIES> 2,410
<BONDS> 0
0
0
<COMMON> 46
<OTHER-SE> 18,351
<TOTAL-LIABILITY-AND-EQUITY> 20,807
<SALES> 8,889
<TOTAL-REVENUES> 8,889
<CGS> 0
<TOTAL-COSTS> 7,988
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,036
<INCOME-TAX> 435
<INCOME-CONTINUING> 601
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 601
<EPS-PRIMARY> .07
<EPS-DILUTED> 0
</TABLE>
