<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended March 31, 1999 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: 0-20807
-------
ICT GROUP, INC.
-----------------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2458937
---------------------------------- ----------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
800 Town Center Drive, Langhorne PA 19047
----------------------------------------- ----------------------------
(Address of principal executive offices) (Zip Code)
215-757-0200
-------------------------------------------
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
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
Common Shares, $0.01 par value, 11,643,150 shares outstanding as of May 3, 1999.
<PAGE>
ICT GROUP, INC.
INDEX
PART 1 FINANCIAL INFORMATION PAGE
Item 1 CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Consolidated Balance Sheets -
March 31, 1999 and December 31, 1998 3
Consolidated Statements of Operations -
Three months ended
March 31, 1999 and 1998 5
Consolidated Statements of Cash Flows -
Three months ended March 31, 1999 and 1998 6
Notes to Consolidated Financial Statements 7
Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 9
PART II OTHER INFORMATION
Item 1 LEGAL PROCEEDINGS 14
Item 6 EXHIBITS AND REPORTS ON FORM 8-K 14
SIGNATURES 15
2
<PAGE>
ICT GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
-------- --------
ASSETS
CURRENT ASSETS:
<S> <C> <C>
Cash and cash equivalents $ 13,439 $ 14,255
Accounts receivable, net 29,683 26,344
Prepaid expenses and other 1,849 1,558
Deferred income taxes 195 195
-------- --------
Total current assets 45,166 42,352
-------- --------
PROPERTY AND EQUIPMENT, net
Communications and computer equipment 39,779 37,269
Furniture and fixtures 7,823 7,257
Leasehold improvements 3,334 3,032
-------- --------
50,936 47,558
Less: Accumulated depreciation and amortization (20,492) (18,924)
-------- --------
30,444 28,634
-------- --------
DEFERRED INCOME TAXES 3,155 3,155
OTHER ASSETS 1,855 1,735
-------- --------
$ 80,620 $ 75,876
======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE>
ICT GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
-------- --------
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt $ 4,000 $ 4,000
Current portion of capitalized lease obligations 657 665
Accounts payable 9,530 6,884
Accrued expenses 6,002 3,709
-------- --------
Total current liabilities 20,189 15,258
-------- --------
LONG-TERM DEBT 13,000 14,000
-------- --------
CAPITALIZED LEASE OBLIGATIONS 668 833
-------- --------
SHAREHOLDERS' EQUITY:
Preferred stock, $0.01 par value 5,000 shares authorized,
none issued -- --
Common Stock, $0.01 par value, 40,000 shares authorized,
11,643 and 11,642 shares issued and outstanding 116 116
Additional paid-in capital 49,334 49,334
Deferred compensation (40) (54)
Accumulated deficit (2,177) (3,191)
Accumulated other comprehensive income (470) (420)
-------- --------
Total shareholders' equity 46,763 45,785
-------- --------
$ 80,620 $ 75,876
======== ========
</TABLE>
The accompanying notes are an integral part of these statements
4
<PAGE>
ICT GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-------------------------------
1999 1998
---------- ----------
<S> <C> <C>
NET REVENUES $ 36,951 $ 27,020
OPERATING EXPENSES:
Cost of services 20,388 16,302
Selling, general and administrative 14,653 9,664
---------- ----------
35,041 25,966
---------- ----------
Operating income 1,910 1,054
INTEREST EXPENSE (INCOME), NET 248 (38)
---------- ----------
Income before income taxes 1,662 1,092
INCOME TAXES 648 426
---------- ----------
NET INCOME $ 1,014 $ 666
========== ===========
EARNINGS PER SHARE:
Basic earnings per share $ 0.09 $ 0.06
========== ===========
Diluted earnings per share $ 0.08 $ 0.06
========== ===========
Shares used in computing basic earnings per share 11,643 11,542
========== ===========
Shares used in computing diluted earnings per share 12,043 12,053
========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE>
ICT GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------------------
1999 1998
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,014 $ 666
Adjustments to reconcile net income to
net cash provided by (used in) operating activities:
Depreciation and amortization 1,582 1,204
(Increase) decrease in:
Accounts receivable (3,339) (3,316)
Prepaid expenses and other (291) (590)
Deferred income taxes -- 85
Other assets (120) (28)
Increase in:
Accounts payable 2,646 270
Accrued expenses 2,293 900
-------- --------
Net cash provided by (used in) operating activities 3,785 (809)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (3,378) (2,468)
-------- --------
Net cash used in investing activities (3,378) (2,468)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt -- 2,661
Payments on long-term debt (1,000) (346)
Payments on capitalized lease obligations (173) (193)
-------- --------
Net cash (used in) provided by financing activities (1,173) 2,122
-------- --------
EFFECT OF FOREIGN EXCHANGE RATE CHANGE ON CASH
AND CASH EQUIVALENTS (50) (37)
-------- --------
NET DECREASE IN CASH AND CASH EQUIVALENTS (816) (1,192)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 14,255 17,711
-------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 13,439 $ 16,519
======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
6
<PAGE>
ICT GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1: BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 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 periods ended March 31,
1999 and 1998 are not necessarily indicative of the results that may be expected
for the complete fiscal year. For additional information, refer to the
consolidated financial statements and footnotes thereto included in the Form
10-K for the year ended December 31, 1998.
Note 2: EARNINGS PER SHARE
The Company has presented earnings per share pursuant to Statement of Financial
Accounting Standards (SFAS) No. 128, "Earnings Per Share," and the Securities
and Exchange Commission Staff Accounting Bulletin No. 98. Basic earnings per
share ("Basic EPS") is computed by dividing the net income for each period by
the weighted average number of shares of Common stock outstanding for each
period. Diluted earnings per share ("Diluted EPS") is computed by dividing the
net income for each period by the weighted average number of shares of Common
stock and Common stock equivalents outstanding for each period. For the three
months ended March 31, 1999 and 1998, Common stock equivalents outstanding used
in computing Diluted EPS were 400,000 and 511,000, respectively. For the three
months ended March 31, 1999 and 1998, options to purchase 1,015,000 and 814,000
shares of Common stock were outstanding, but not included in the computation of
Diluted EPS as the result would be antidilutive.
Note 3: COMPREHENSIVE INCOME
In 1998, the Company adopted SFAS No. 130, "Reporting Comprehensive Income".
This statement requires companies to classify items of other comprehensive
income by their nature in a financial statement and display the accumulated
balance of other comprehensive income separately from retained earnings and
additional paid-in capital in the equity section of the balance sheet. For the
three months ended March 31, 1999 and 1998, comprehensive income was as follows:
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-------------------------
1999 1998
---------- ---------
<S> <C> <C>
Net Income $1,014,000 $ 666,000
Foreign currency translation adjustments (31,000) (23,000)
---------- ---------
Comprehensive income $ 983,000 $ 643,000
========== =========
</TABLE>
Note 4: OPERATING AND GEOGRAPHIC INFORMATION
In 1998, the Company adopted SFAS No. 131, "Disclosure About Segments of an
Enterprise and Related Information" ("SFAS No. 131"). This statement establishes
additional standards for segment reporting in financial statements. Under the
disclosure requirements of SFAS No. 131, the Company classifies its
7
<PAGE>
operations into three business segments: Domestic TeleServices, International
TeleServices, and Customer Management Services. Previously, the Company reported
disclosure for four operating segments. The Company reassessed its operating
segments and determined that three operating segments more appropriately reflect
the Company's business operations. Specifically, the Company has combined the
previously reported Marketing Services and Management Services segments of its
business into a single segment called Customer Management Services. The
operating segments are managed separately because each operating segment
represents a strategic business unit that offers different services. Segment
assets include amounts specifically identified to each segment. Corporate assets
consist primarily of property and equipment. The Domestic TeleServices segment
provides inbound and outbound telemarketing services. The International
TeleServices segment provides international multilingual inbound and outbound
telemarketing services, customer management services, marketing, research and
other value-added services and includes business conducted by Spantel for the US
Hispanic market. The Customer Management Services segment provides marketing,
research, consulting teleservices, and ongoing customer care management on
behalf of customers operating in the Company's target industries.
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-------------------------------------------------------
1999 1998
------------------------- --------------------------
<S> <C> <C>
Net Revenues:
Domestic TeleServices $ 23,272 17,880
International TeleServices 5,584 2,825
Customer Management Services 8,095 6,315
---------- ----------
$ 36,951 $ 27,020
========== ==========
Operating Income (loss):
Domestic TeleServices $ 1,795 $ 880
International TeleServices (31) (266)
Customer Management Services 146 440
---------- ----------
$ 1,910 $ 1,054
========== ==========
Total Assets:
Domestic TeleServices $ 44,397 $ 36,077
International TeleServices 14,189 11,530
Customer Management Services 16,994 13,809
Corporate 5,040 4,096
---------- ----------
$ 80,620 $ 65,512
========== ==========
Depreciation and Amortization:
Domestic TeleServices $ 778 $ 542
International TeleServices 260 193
Customer Management Services 367 251
Corporate 177 218
---------- ----------
$ 1,582 $ 1,204
========== ==========
Capital Expenditures:
Domestic TeleServices $ 1,288 $ 941
International TeleServices 616 450
Customer Management Services 1,000 630
Corporate 474 447
---------- ----------
$ 3,378 $ 2,468
========== ==========
</TABLE>
8
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
MARCH 31, 1999
GENERAL
ICT Group, Inc. (the "Company" or "ICT") is an independent provider of
call center teleservices, which consist of outbound and inbound telemarketing
and customer support services, together with related value-added services such
as marketing, research, management and consulting services, to domestic and
international businesses. The Company's call center management experience,
technological leadership and expertise in target industries enable it to provide
its clients with high quality, cost-effective call center services. In addition
to supporting customers' teleservices programs from its own call centers, the
Company believes there is a trend by businesses to outsource many of their
internal telephone sales, customer service and product support functions, and is
pursuing additional opportunities to manage clients' call centers on a contract
basis. The Company believes it was among the first U.S. teleservices firms to
establish international call centers with multilingual capabilities, which it
intends to further expand to meet the global needs of multinational clients.
The Company has broadened its market position from its original
outbound consumer telemarketing orientation to its present range of call center
services through both internal growth and a series of strategic acquisitions.
ICT has expanded beyond its traditional markets of insurance, financial
services, publishing and telecommunications to include the pharmaceutical,
health care services, energy services and computer software and hardware
industries, which are emerging as areas of rapid growth in the use and
outsourcing of call center teleservices. The Company intends to pursue continued
expansion through a combination of internal growth, strategic alliances, and
acquisitions of domestic and international businesses that provide teleservices
that are complementary to ICT's core telemarketing expertise.
With the increasing use of teleservices by businesses and the trend
toward outsourcing call center activities, ICT believes significant
opportunities exist to expand its business. The Company's growth strategy
includes the following key elements:
|_| Pursue Outsourced Call Center Management Opportunities
|_| Increase International Presence
|_| Develop Strategic Alliances and Acquisitions
|_| Expand Value-Added Marketing Services
|_| Focus on Industry Specialization
|_| Maintain Technology Investment
|_| Continue Commitment to Quality Service
9
<PAGE>
RESULTS OF OPERATIONS
Three Months Ended March 31, 1999 and 1998:
- -------------------------------------------
Net Revenues. Net revenues increased 37% to $37.0 million for the three
months ended March 31, 1999 from $27.0 million for the three months ended March
31, 1998 resulting from continued strong growth from financial services,
telecommunications, and energy services. Revenues from the TeleServices division
increased 40% to $28.9 million for the three months ended March 31, 1999 from
$20.7 million in the three months ended March 31, 1998 resulting from continued
strong growth in both the domestic and international markets. Domestic
TeleServices revenues grew 30% to $23.3 million in 1999 from $17.9 million in
1998. International TeleServices revenues were $5.6 million in 1999 versus $2.8
million in 1998 due to rapid growth in Europe, Canada, and Spantel, our Hispanic
business unit. Customer Management Services revenues increased 27% to $8.1
million in 1999 from $6.3 million in 1998. reflecting the addition and expansion
of several customer care contracts.
Cost of Services. Cost of services, which consist primarily of direct
labor and telecommunications costs, increased 25% to $20.4 million for the three
months ended March 31, 1999 from $16.3 million in the three months ended March
31, 1998. This increase is primarily the result of increased direct labor force
and telecommunication costs required to support the increased revenue volume. As
a percentage of revenues, cost of services decreased to 55% in the first quarter
of 1999 from 60% in the same quarter of 1998 as both direct labor and
telecommunication costs decreased on a per hour basis.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased 52% to $14.7 million for the three months
ended March 31, 1999 from $9.7 million for the three months ended March 31, 1998
due to increased numbers of call centers and workstation capacity and additional
sales and systems support implemented to support business growth. As a
percentage of revenues, selling, general and administrative expenses rose to 40%
in the first quarter of 1999 from 36% in the same quarter of 1998 as facilities,
and systems and management staff were added to ensure sufficient labor and
capacity will be available to meet the expected growth in call volume.
Interest Expense, net. Net interest expense of $248,000 versus net
interest income of $38,000 in the first quarter of 1999 and 1998, respectively,
reflects the interest expense related to capital leases and borrowings against
the Company's equipment line of credit for capital expansion offset by
investment income. The increase in net interest expense is the result of
increased average outstanding balances on the equipment line of credit and
decreased average invested funds in 1999 as compared to 1998.
Provision for Income Taxes. Provision for income taxes increased
$222,000 to $648,000 for the first quarter of 1999 from $426,000 in the first
quarter of 1998. For both 1999 and 1998, the provision for income taxes was
approximately 39% of income before taxes.
Quarterly Results and Seasonality
The Company has experienced and expects to continue to experience
significant quarterly variations in operating results, principally as a result
of the timing of clients' telemarketing campaigns, the commencement and
expiration of contracts, the timing and amount of new business generated by the
Company, the Company's revenue mix, the timing of additional selling, general
and administrative expenses to support the growth and development of existing
and new business units and the competitive conditions in the telemarketing
industry.
10
<PAGE>
The Company's business tends to be strongest in the fourth quarter due
to the high level of client telemarketing activity prior to the holiday season.
In the first quarter, business generally levels off or slows from the previous
quarter as a result of reduced telemarketing activities and client transitions
to new marketing programs during the first quarter of the calendar year. In
addition, the Company typically expands it's operations in the first quarter to
support anticipated business growth beginning in the second quarter. As a
result, selling, general and administrative costs typically increase in the
first quarter without a commensurate increase in revenues which results in
decreased profitability for the first quarter versus the previous fourth
quarter. In the first quarter of 1999, revenues of $37.0 million exceeded
revenues of $35.4 million in the fourth quarter of 1998 by 4% and operating
income of $1.9 million exceeded operating income of $1.8 million in the fourth
quarter of 1998 by 9%. There are no assurances that these trends can continue.
Also, demand for the Company's services typically slows or decreases in the
third quarter as the volume of telemarketing projects decreases during the
summer months. In addition, the Company's operating expenses increase during the
third quarter in anticipation of higher demand for its services during the
fourth quarter.
Liquidity and Capital Resources
Cash provided by operating activities was $3.8 million for the three
months ended March 31, 1999 versus $809,000 of cash used in operating activities
for the three months ended March 31, 1998. The approximate $4.6 million increase
resulted from higher net income and non cash charges and an increase in accounts
payable and accrued expenses due to better working capital management.
Cash used in investing activities was $3.4 million for the three months
ended March 31, 1999 compared to $2.5 million for the first quarter of 1998. The
additional $900,000 of capital expenditures is primarily attributable to
upgraded technology equipment and continued development and implementation of
Oracle and IMA/Edge Software. Also, the Company added 126 workstations in the
first quarter of 1999, and operates 3,542 workstations at March 31, 1999. In the
first quarter of 1998 the Company added 158 workstations.
Cash used in financing activities was $1.2 million for the three months
ended March 31, 1999 versus cash provided by financing activities of $2.1
million for the comparable 1998 period. In 1999, the Company repaid $1.0 million
on its term debt and made no borrowings under its equipment line.
The Company's telemarketing activities will continue to require
significant capital expenditures. Historically, equipment purchases have been
financed through the Company's equipment line of credit, operating leases, and
through capitalized lease obligations with various equipment vendors and lending
institutions. The capitalized lease obligations are payable in varying
installments through 2001. Outstanding obligations under capitalized leases at
March 31, 1999 were $1.3 million. At March 31, 1999, term debt obligations were
$17.0 million.
The Company believes that cash on hand, together with cash flow
generated from operations and funds available under the 1998 Line of Credit will
be sufficient to finance its current operations and planned capital expenditures
at least through 1999.
Year 2000 Compliance
The "Year 2000 problem" describes the concern that certain computer
applications, which use two digits rather than four to represent dates, will
interpret the year 2000 as 1900 and malfunction on January 1, 2000. In this
section, ICT Group summarizes the expected impact of the Year 2000 problem on
the Company.
11
<PAGE>
ICT Group's Internal Systems:
- -----------------------------
ICT Group has evaluated its information technology infrastructure and
has developed a plan to ensure its Year 2000 compliance. This plan includes,
among other things, retiring several systems to be replaced with new internally
developed Year 2000 compliant software systems, upgrading the remaining software
systems to be Year 2000 compliant and, if necessary, upgrading the Company's
hardware systems to be Year 2000 compliant. These efforts are planned for
completion by September 1999, and the Company expects to meet this deadline. ICT
Group also is evaluating information regarding its non-information technology
infrastructure (office building systems, copiers, etc.) for Year 2000 readiness.
Information received to date indicates that this infrastructure will be Year
2000 compliant by the end of 1999.
Readiness of Third Parties:
- ---------------------------
ICT Group has requested information from all its third party vendors on
their Year 2000 readiness to determine the extent to which their failure to
remedy their own Year 2000 problems will affect the Company. The information ICT
Group had received from its third party vendors to date indicates that they will
be Year 2000 compliant by the end of 1999.
Cost of Year 2000 Compliance:
- -----------------------------
As of March 31, 1999, the Company incurred approximately $710,000 of
costs in addressing the Year 2000 issue. The Company also currently expects the
total costs to become Year 2000 will not exceed $1.0 million. Approximately half
of these costs have been or will be charged to expense and the balance will be
for new equipment, which will be capitalized.
Risk Associated with the Year 2000:
- -----------------------------------
The magnitude of the Company's Year 2000 problem, the costs of the
Company's Year 2000 project and the dates on which the Company believes it will
complete its Year 2000 compliance are based on management's knowledge to date
and its best estimates. The Company is not aware, at this time, of any Year 2000
non-compliance issues related to the Company that will not be fixed by the Year
2000 which would materially affect the Company. However, these estimates were
derived using numerous assumptions and some risks that the Company faces
include: the failure of internal information systems, defects in its work
environment, and an inability of telecommunications carriers to supply
telecommunication services. There can be no assurance that these estimates will
be achieved and actual results could differ materially from those anticipated.
Specific factors that might cause such material differences include, but are not
limited to, the availability and cost of personnel, the ability to identify and
correct all Year 2000 impacted areas, and other similar uncertainties.
Contingency Plans:
- ------------------
The Company is in the process of developing contingency plans to
address a worst case Year 2000 scenario. This contingency plan is expected to be
completed by the end of the second quarter of 1999.
12
<PAGE>
FORWARD LOOKING STATEMENTS
This document contains certain forward-looking statements that are
subject to risks and uncertainties. Forward-looking statements include certain
information relating to outsourcing trends as well as other trends in the
telemarketing industry and the overall domestic economy, the Company's business
strategy including the markets in which it operates, the services it provides,
its ability to attract new clients and the customers it targets, the benefits of
certain technologies the Company has acquired or plans to acquire and the
investment it plans to make in technology, the Company's plans regarding
international expansion, the implementation of quality standards, the
seasonality of the Company's business, variations in operating results and
liquidity, as well as information contained elsewhere in this document where
statements are preceded by, followed by or include the words "believes,"
"plans," "intends," "expects," "anticipates" or similar expressions. For such
statements, the Company claims the protection of the safe harbor for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995. The forward-looking statements in this document are subject to
risks and uncertainties that could cause the assumptions underlying such
forward-looking statements and the actual results to differ materially from
those expressed in or implied by the statements.
The most important factors that could prevent the Company from
achieving its goals--and cause the assumptions underlying the forward-looking
statements and the actual results of the Company to differ materially from those
expressed in or implied by those forward-looking statements--include, but are
not limited to, the following: (i) the competitive nature of the telemarketing
industry and the ability of the Company to continue to distinguish its services
from other telemarketing companies and other marketing activities on the basis
of quality, effectiveness, reliability and value; (ii) economic conditions which
could alter the desire of businesses to out source certain sales and service
functions and the ability of the Company to obtain additional contracts to
manage outsourced sales and service functions; (iii) the ability of the Company
to offer value-added services to businesses in its targeted industries and the
ability of the Company to benefit from its industry specialization strategy;
(iv) risks associated with investments and operations in foreign countries
including, but not limited to, those related to relevant local economic
conditions, exchange rate fluctuations, relevant local regulatory requirements,
political factors, generally higher telecommunications costs, barriers to the
repatriation of earnings and potentially adverse tax consequences; (v)
technology risks including the ability of the Company to select or develop new
and enhanced technology on a timely basis, anticipate and respond to
technological shifts and implement new technology to remain competitive; (vi)
the ability of the Company to successfully identify, complete and integrate
strategic acquisitions that expand or complement its business; and (vii) the
results of operations which depend on numerous factors including, but not
limited to, the timing of clients' telemarketing campaigns, the commencement and
expiration of contracts, the timing and amount of new business generated by the
Company, the Company's revenue mix, the timing of additional selling, general
and administrative expenses and the general competitive conditions in the
telemarketing industry and the overall economy.
13
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, the Company is involved in litigation incidental to
its business. In the opinion of management, no litigation to which the Company
is currently a party is likely to have a material adverse effect on the
Company's results of operations, financial condition or liquidity, if decided
adversely to the Company.
As previously reported by the Company, on October 23, 1997, a
shareholder, purporting to act on behalf of a class of ICT shareholders filed a
complaint in the United States District Court for the Eastern District of
Pennsylvania against the Company and certain of its directors. The complaint
alleges that the defendants violated the federal securities laws, and seeks
compensatory and other damages, including rescission of stock purchases made by
the plaintiff and other class members in connection with the Company's initial
public offering effective June 14, 1996. The defendants believe the complaint is
without merit, deny all of the allegations of wrongdoing and are vigorously
defending the suit. On February 2, 1998, the defendants filed a motion to
dismiss the complaint. On May 19, 1998, the complaint was dismissed by a judge
for the United States District Court for the Eastern District of Pennsylvania
with leave to plaintiff to file an amended complaint on narrow accounting
allegations. On June 22, 1998, plaintiffs filed a First Amended Class Action
Complaint purporting to bring negligence claims in connection with the Company's
initial public offering. The defendants continue to deny all allegations of
wrongdoing, believe the amended complaint is without merit and are vigorously
defending the suit. On November 3, 1998, the court granted a motion appointing
Rowan Klein and Michael Mandat as lead plaintiffs. On February 2, 1999, the
court dismissed the case without prejudice, directing that the case remain in
status quo, that the statute of limitations be tolled and that the parties
continue with discovery and advise the court if assistance by the court is
needed. The parties are proceeding with discovery.
On July 12, 1996, Main Street Marketing of America Incorporated (?Main
Street Marketing?) brought a demand for arbitration against the Company in the
state of Pennsylvania claiming damages as result of the Company's alleged breach
of a service agreement under which the Company agreed to provide Main Street
Marketing with various data entry and data processing services relating to Main
Street Marketing's magazine subscription program. Main Street Marketing alleges
that the Company committed various breaches of the service agreement and has
demanded an award in excess of $3 million. The Company has responded to this
demand for arbitration by denying liability and counterclaiming in an amount in
excess of $125,000. Discovery has progressed in this matter, but has not yet
been completed. It is not possible at this stage of the proceeding to evaluate
the probable outcome of this litigation.
Item 6. Exhibits and Reports on Form 8-K
(a) The following documents are furnished as exhibits and numbered
pursuant to Item 601 of Regulation S-K:
27 Financial Data Schedule
(b) The registrant was not required to file any reports on Form 8-K for
the three months ended March 31, 1999.
14
<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, hereunto duly authorized.
ICT GROUP, INC.
Date: May 7, 1999 By: /s/ John J. Brennan
------------------------------
John J. Brennan
Chairman, President and
Chief Executive Officer
Date: May 7, 1999 By: /s/ Vincent A. Paccapaniccia
------------------------------
Vincent A. Paccapaniccia
Senior Vice President,
Finance and Administration,
Chief Financial Officer and Secretary
15
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001013149
<NAME> ICT GROUP, INC.
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<S> <C> <C>
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<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1998
<PERIOD-START> JAN-01-1999 JAN-01-1998
<PERIOD-END> MAR-31-1999 MAR-31-1998
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0 0
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<SALES> 0 0
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<OTHER-EXPENSES> 14,653 9,664
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<INTEREST-EXPENSE> 248 (38)
<INCOME-PRETAX> 1,662 1,092
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