<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, 1998 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
--------------------------------------------------------------
(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 8,005,965 shares of the registrant's common stock, par value $.005
per share, outstanding at May 11, 1998.
<PAGE>
Integrated Systems Consulting Group, Inc.
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements:
Consolidated Balance Sheets as of March 31, 1998 (unaudited) and
December 31, 1997
Consolidated Statements of Operations for the three months ended March
31, 1998 and 1997 (unaudited)
Consolidated Statements of Cash Flows for the three months ended
March 31, 1998 and 1997 (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>
March 31
1998 December 31
(Unaudited) 1997
------- -------
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 4,890 $ 8,842
Short-term investments, at cost, which approximates market -- 601
Accounts receivable:
Trade, net of reserves of $312 and $312 11,551 8,789
Unbilled 750 148
Prepaid expenses 624 340
Other current assets 136 151
------- -------
Total current assets 17,951 18,871
Property and equipment, net 3,648 3,507
Goodwill, net 4,606 1,413
Other assets 107 107
------- -------
$26,312 $23,898
======= =======
Liabilities and stockholders' equity
Current liabilities:
Accounts payable and accrued expenses $ 2,448 $ 1,107
Accrued compensation payable 513 909
Income taxes payable 784 439
Deferred income taxes 215 86
------- -------
Total current liabilities 3,960 2,541
------- -------
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 12,682 12,654
Retained earnings 10,236 9,289
------- -------
22,964 21,989
Treasury stock, at cost, 1,273,687 and 1,370,840
common shares (612) (632)
------- -------
22,352 21,357
------- -------
$26,312 $23,898
======= =======
</TABLE>
<PAGE>
Integrated Systems Consulting Group, Inc.
Consolidated Statements of Operations
(in thousands, except per share data)
Unaudited
<TABLE>
<CAPTION>
Three Months Ended
March 31
- ----------------------------------------------------------------------------------------------
1998 1997
--------- --------
<S> <C> <C>
Revenues $ 14,076 $ 8,889
Operating expenses:
Direct costs 8,867 5,188
Selling expenses 907 602
General and administrative expenses 2,806 2,198
--------- --------
Total operating expenses 12,580 7,988
--------- --------
Income from operations 1,496 901
Interest income, net 102 135
--------- --------
Income before income taxes 1,598 1,036
Provision for income taxes 651 435
--------- --------
Net income $ 947 $ 601
========= ========
Net income per common share:
Basic $ .12 $ .08
========= ========
Diluted $ .11 $ .07
========= ========
Shares used in computing
net income per common share:
Basic 7,983 7,902
========= ========
Diluted 8,911 8,895
========= ========
</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
- --------------------------------------------------------------------------------------------------------
1998 1997
--------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 947 $ 601
Adjustments to reconcile net income to net cash
provided by operating activities, net of effect of acquisition:
Depreciation and amortization 399 286
Deferred income tax benefit (29) (217)
Changes in assets and liabilities:
Accounts receivable (2,550) (1,940)
Prepaid expenses (284) (117)
Other assets 27 (29)
Accounts payable and accrued expenses 1,162 (500)
Accrued compensation payable (530) (412)
Income taxes payable 341 455
--------- --------
Net cash used in operating activities (517) (1,873)
--------- --------
Cash flows from investing activities:
Purchases of property and equipment (421) (604)
Purchases of short-term investments -- (2,213)
Maturity and sale of short-term investments 601 199
Acquisition of business, net of cash acquired (3,663) --
--------- --------
Net cash used in investing activities (3,483) (2,618)
--------- --------
Cash flows from financing activities:
Proceeds from issuance of common stock 48 36
--------- --------
Net cash provided by financing activities 48 36
--------- --------
Net change in cash and cash equivalents (3,952) (4,455)
Cash and cash equivalents, beginning 8,842 8,730
--------- --------
Cash and cash equivalents, ending $ 4,890 $ 4,275
========= ========
Supplemental disclosure of cash flow information:
Income taxes paid $ 337 $ 197
Acquisition of business
Assets acquired $ 935 $ --
Liabilities $ 475 $ --
</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, 1998 are not necessarily indicative of the results
that may be expected for the year ending December 31, 1998. For further
information, refer to the consolidated financial statements and footnotes
thereto for the year ended December 31, 1997 included in the Company's
Annual Report on Form 10-K.
2. In February 1998, the Company acquired all of the outstanding shares of
capital stock of WaveFront Consulting, Inc. (WaveFront) for cash of
$3,650,000, subject to certain conditional payments based upon future
operating income. WaveFront is an information technology consulting firm
located in Vienna, Virginia, specializing in providing distributed computing
solutions, including client/server and internet development, principally in
the telecommunications industry. WaveFront had 30 employees and reported
revenues of $2.8 million for the year ended December 31, 1997. This
acquisition will be accounted for using the purchase method of accounting.
The purchase price included net assets of $460,000. Pro forma information as
if the acquisition had occurred on January 1, 1997 has not been provided
since such pro forma results do not differ materially from those reported in
the accompanying financial statements.
3. 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.
4. Statement of Financial Accounting Standards No. 128, Earnings per Share,
(SFAS 128) was adopted by the Company in December 1997. SFAS 128 changed the
method for computing and presenting earnings per share (EPS) and requires
dual presentation of basic and diluted earnings per share. Prior period EPS
data has been restated to conform with the provisions of SFAS 128.
5. The following statements were adopted by the Company on January 1, 1998.
SFAS 130 - Reporting Comprehensive Income, SFAS 131 - Disclosure about
Segments of an Enterprise and Related Information, SFAS 132 - Employers'
Disclosure about Pensions and Other Post Retirement Benefits, SOP 97-2 -
Software Revenue Recognition. These standards are not expected to have a
material effect on the Company's financial conditions and results of
operations and the Company has no components of other comprehensive income
to report.
<PAGE>
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Revenue. The Company's revenues for the quarter ended March 31, 1998 increased
by $5.2 million or 58% to $14.1 million from $8.9 million in 1997.
Approximately $4.5 million or 87% of this increase resulted from growth in
professional services revenue and approximately $700,000 or 13% from increases
primarily in software revenue during the first quarter of 1998 as compared with
the corresponding period in 1997. The increase in professional services revenue
is attributed to approximately 62% and 38% increases in hours billed and
aggregate average rates, respectively, during the first quarter of 1998 as
compared with the corresponding period in 1997. For the quarter, the percentage
of professional services revenue from clients in the pharmaceutical industry was
66% compared to 67% in the first quarter of 1997.
Direct costs. Direct costs for the quarter ended March 31, 1998 increased by
$3.7 million or 71% to $8.9 million from $5.2 million in 1997. This increase is
principally due to the growth in the professional staff to 487 technical
personnel at March 31, 1998 from 351 at March 31, 1997. As a percentage of
revenues, direct costs increased to 63% for the first quarter of 1997 from 58%
for the first quarter of 1997. This increase resulted principally from a decline
in the Company's utilization rates (i.e. the ratio of hours billed to total
available hours) in the first quarter of 1998 compared with the first quarter of
1997. The Company believes its direct costs as a percentage of revenue will be
less for the balance of 1998 than in the first quarter.
Selling expenses. Selling expenses for the quarter ended March 31, 1998
increased by $305,000 or 51% to $907,000 from $602,000 in the corresponding
period in 1997. This increase is principally due to the growth in the number of
sales and marketing personnel to 24 at March 31, 1998 from 16 at March 31, 1997.
As a percentage of revenues, selling expenses were 6% for the quarter ended
March 31, 1998 compared to 7% for the corresponding periods in 1997.
General and administrative expenses. General and administrative expenses for the
quarter ended March 31, 1998 increased by $608,000 or 28% to $2.8 million from
$2.2 million in the corresponding period in 1997. This increases is principally
due to increases in facilities and facilities related costs and administrative
expenses to support the Company's growth. The increase in facilities costs
(office rent, utilities, depreciation of computer equipment, amortization of
software and leasehold improvements, expansion of computer networks, additional
software costs and the costs of related support personnel) is related to the
growth in the number of professional and supervisory personnel performing client
engagements in the Company's offices, rather than at client locations. As a
percentage of revenues, general and administrative expenses decreased to 20% for
the first quarter of 1998 from 25% for the first quarter of 1997. This decrease
was principally a result of increased revenues, which did not require a
corresponding increase in general and administrative expenses. The Company
believes its general and administrative expenses as a percentage of revenue will
be less for the full year 1998 than in the corresponding period in 1997.
Interest income. Interest income for the quarter ended March 30, 1998 decreased
to $102,000 from $135,000 in the corresponding period in 1997. This decrease is
principally due to lower average cash equivalents and short-term investments
balances.
Effective income tax rate. The Company's effective income tax rate for the first
quarter of 1998 decreased to 41% from 42% in the first quarter of 1997.
<PAGE>
Liquidity and Capital Resources:
Cash and cash equivalents and short-term investments decreased $4.6 million to
$4.9 million at March 31, 1998 from $9.4 million at December 31, 1997. The
decrease resulted principally from the acquisition of WaveFront, working capital
requirements, payments for income taxes and capital expenditures. At March 31,
1998 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.
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-I 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 10-Q and Form SR pursuant to Rule 463 under the
Securities Act of 1933. Only information thut has changed since the filing of
the last Form 10-Q is reported below.
From the effective date of the registration statement through March 31,
1998, the net proceeds of the Company's initial public offering have been used
in the following amounts and for the following purposes.
Working Capital S 3,447,000
Purchase of Equipment 3,279,000
Acquisition of Other Business 3,186,000
All of the foregoing payments were direct or indirect payments to
persons other than; (i) directors, officers, general partners of the issuer or
their associates; (ii) to persons owning 10 percent or more of any class of
equity securities of the issuer; (iii) and to affiliates of the issuer.
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
(b) Reports on Form 8-K:
Form 8-K, dated February 27, 1998, filed on March 16, 1998, relating
to the completion of the acquisition of WaveFront Consulting, Inc.
<PAGE>
Form 8-K/A, dated February 27, 1998, filed on May 11, 1998, relating
to financial information in connection with the Company's agreement
to acquire WaveFront Consulting, Inc.
- ------------------
Filed as an exhibit to the Company's registration statement on Form S-I
(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 15, 1998 By: /s/ David L. Lipson
----------------------------------
David S. Lipson
Chairman, Chief Executive Officer,
President and Treasurer
Date: May 15, 1998 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-I
(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
________________________________________________________________________________
Three Months Ended
March 31
-------------------
1998 1997
-------- -------
Shares used in computing basic net income
per common share:
Shares outstanding, beginning of period 7,954 7,857
Weighted impact of common shares issued
during the period 29 45
----- ------
Total shares used in computing basic
net income per common share 7,983 7,902
====== ======
Net income $ 947 $ 601
====== ======
Basic net income per common share $ .12 $ .08
====== ======
Shares used in computing diluted net income
per common share:
Shares outstanding, beginning of period 7,954 7,857
Net incremental shares resulting from assumed
exercise of stock options and warrants using
the treasury stock method 928 993
Weighted impact of common shares issued
during the period 29 45
----- -----
Total shares used in computing diluted
net income per common share 8,911 8,895
====== ======
Net income $ 947 $ 601
======= ======
Diluted net income per common share $ .11 $ .07
======= ======
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001007020
<NAME> INTEGRATED SYSTEMS
<MULTIPLIER> 1000
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-01-1998
<EXCHANGE-RATE> 1
<CASH> 4,890
<SECURITIES> 0
<RECEIVABLES> 12,301
<ALLOWANCES> 312
<INVENTORY> 0
<CURRENT-ASSETS> 17,951
<PP&E> 6,689
<DEPRECIATION> 3,041
<TOTAL-ASSETS> 26,312
<CURRENT-LIABILITIES> 3,960
<BONDS> 0
0
0
<COMMON> 46
<OTHER-SE> 22,306
<TOTAL-LIABILITY-AND-EQUITY> 26,312
<SALES> 14,076
<TOTAL-REVENUES> 14,076
<CGS> 0
<TOTAL-COSTS> 12,580
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,598
<INCOME-TAX> 651
<INCOME-CONTINUING> 947
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 947
<EPS-PRIMARY> .12
<EPS-DILUTED> .11
</TABLE>
