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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OF 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
SPR INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 36-3932665
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
2015 Spring Road, Suite 750
Oak Brook, Illinois 60523
(Address, including zip code, of principal executive offices)
(630) 990-2040
(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
--- ---
As of May 12, 1998, the registrant had 9,051,371 outstanding shares
of common stock, par value $.01 per share.
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SPR Inc.
FORM 10-Q
For the quarterly period ended March 31, 1998
Table of Contents
PART I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Item 1. Financial Statements Page
----
<S> <C>
Unaudited Condensed Balance Sheets - December 31, 1997
and March 31, 1998 3
Unaudited Condensed Statements of Operations - Three
Months Ended March 31, 1997 and 1998 4
Unaudited Condensed Statement of Stockholders' Equity - Three
Months Ended March 31, 1998 5
Unaudited Condensed Statements of Cash Flows - Three Months
Ended March 31, 1997 and 1998 6
Notes to Unaudited Condensed Financial Statements 7
</TABLE>
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
SIGNATURES
<PAGE> 3
SPR Inc.
Unaudited Condensed Balance Sheets
(in thousands)
<TABLE>
<CAPTION>
December 31, March 31,
1997 1998
------- -------
Assets
Current assets:
<S> <C> <C>
Cash and cash equivalents $ 2,133 $ 4,203
Accounts receivable, net 7,833 9,599
Short-term investments 19,043 19,196
Prepaid expenses and other 476 557
------- -------
Total current assets 29,485 33,555
------- -------
Property and equipment, net 2,274 2,356
Deferred income taxes 184 199
------- -------
Total assets $31,943 $36,110
======= =======
Liabilities and stockholders' equity
Current liabilities:
Accounts payable and other $ 2,917 $ 2,538
Accrued expenses:
Payroll and payroll related costs 2,777 4,185
Other 364 407
Deferred income -- 1,125
Deferred income taxes 356 267
------- -------
Total current liabilities 6,414 8,522
------- -------
Stockholders' equity
Common stock 81 81
Additional paid in capital 24,544 24,581
Retained earnings 904 2,926
------- -------
Total stockholders' equity 25,529 27,588
------- -------
Total liabilities and stockholders' equity $31,943 $36,110
======= =======
</TABLE>
See notes to unaudited condensed financial statements.
<PAGE> 4
SPR Inc.
Unaudited Condensed Statements of Operations
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three months
Ended March 31,
----------------------
1997 1998
<S> <C> <C>
Revenues $ 10,528 $ 19,019
Cost of services 6,726 11,321
-------- --------
Gross profit 3,802 7,698
-------- --------
Costs and expenses
Selling 998 1,168
Recruiting 290 449
General and administrative expenses 1,543 3,027
-------- --------
Total costs and expenses 2,831 4,644
-------- --------
Operating income 971 3,054
-------- --------
Other income (expense)
Interest expense (39) (1)
Interest income 4 317
-------- --------
Total other income (expense) (35) 316
-------- --------
Income before income taxes 936 3,370
Provision for income taxes -- 1,348
-------- --------
Net income $ 936 $ 2,022
======== ========
Historical basic net income per share $ 0.14 $ 0.25
======== ========
Historical diluted net income per share $ 0.14 $ 0.24
======== ========
Proforma income data:
Net income as reported $ 936
Proforma adjustment to recognize
"C" corporation provision for income taxes 374
========
Proforma net income $ 562
========
Proforma basic net income per share $ 0.09
========
Proforma diluted net income per share $ 0.09
========
</TABLE>
See notes to unaudited condensed financial statements.
<PAGE> 5
SPR Inc.
Unaudited Condensed Statement of Stockholders' Equity
For the Three Months Ended March 31, 1998
(in thousands)
<TABLE>
<CAPTION>
Common Stock Additional Total
------------------- Paid-in Retained Stockholders'
Shares Amount Capital Earnings Equity
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1997 8,091 $ 81 $24,544 $ 904 $25,529
Net Income -- -- -- 2,022 2,022
Vesting of stock options -- -- 37 -- 37
------- ------- ------- ------- -------
Balance at March 31, 1998 8,091 $ 81 $24,581 $ 2,926 $27,588
======= ======= ======= ======= =======
</TABLE>
See notes to unaudited condensed financial statements.
<PAGE> 6
SPR Inc.
Unaudited Condensed Statements of Cash Flows
(in thousands)
<TABLE>
<CAPTION>
Three months
Ended March 31,
--------------------
1997 1998
-------- --------
Cash flows from operating activities:
<S> <C> <C>
Net income for the period $ 936 $ 2,022
Adjustments to reconcile net income
to net cash provided by
operating activities:
Depreciation and amortization 91 273
Deferred taxes -- (104)
Expense related to grant of stock options -- 37
Impairment loss on equipment -- 217
Increase in accounts receivable, net (672) (1,766)
Increase in prepaid expenses and other (202) (81)
Decrease in accounts payable and other (228) (379)
Increase in accrued expenses and deferred income 830 2,582
-------- --------
Net cash provided by operating activities 755 2,801
-------- --------
Cash flows from investing activities:
Purchases of property and equipment (63) (572)
Purchases of short-term investments -- (16,248)
Sales/Maturity of short-term investments -- 16,095
-------- --------
Net cash used in investing activities (63) (725)
-------- --------
Cash flows from financing activities:
Payments on note payable - related party (240) --
Distributions (257) --
Capital lease payment (24) (6)
-------- --------
Net cash used in financing activities (521) (6)
-------- --------
Net increase in cash and cash equivalents 171 2,070
Cash and cash equivalents, beginning of period 356 2,133
-------- --------
Cash and cash equivalents, end of period $ 527 $ 4,203
======== ========
Supplemental disclosure of cash payments made for :
Interest $ 41 $ --
Income taxes -- 1,368
======== ========
</TABLE>
See notes to unaudited condensed financial statements.
<PAGE> 7
SPR Inc.
Notes to Unaudited Condensed
Financial Statements
Note 1. Interim Financial Statements
The accompanying unaudited interim condensed financial statements of SPR
Inc. (the "Company") have been prepared by the Company in accordance with
generally accepted accounting principles for interim financial information and
in conjunction with the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
annual financial statements have been condensed or omitted pursuant to those
rules and regulations. However, the Company believes that the disclosures
contained herein are adequate to make the information presented not misleading.
These financial statements should be read in conjunction with the Company's
audited financial statements and notes thereto for the year ended December 31,
1997 in the Company's annual report on Form 10-K.
The financial statements reflect, in the opinion of management, all
material adjustments (which include only normal recurring adjustments) necessary
to present fairly the Company's financial position and results of operations.
Certain items previously reported have been reclassified to conform with the
1998 presentation. The results of operations for the three months ended March
31, 1998 are not necessarily indicative of the results that may be expected for
the full year.
Note 2. Deferred Income
The determination of deferred income is based on management's estimate of
the services to be performed related to completing the Company's projects,
software quality assurance and testing and is adjusted as additional or new
information becomes available.
Note 3. Change in Estimate
During the first quarter of 1998, the Company changed its estimate of
depreciable lives for computer equipment and software from five years to three
years as a result of continued improvements in technology. This change in
estimate reduced first quarter net income by $72,381 or approximately $0.01 per
common share.
Note 4. Capital Stock and Earnings Per Share
The company's basic and diluted per share amounts for the three months
ended March 31, 1997 and 1998 are as follows:
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<TABLE>
<CAPTION>
Three Months Ended
-------------------------------------------------------------------------------
March 31.1997 March 31.1998
----------------------------------------- ------------------------------------
Income Per Share Income Per Share
(in thousands) Shares Amount (in thousands) Shares Amount
-------------- --------- ---------- -------------- --------- ----------
Historical
<S> <C> <C> <C> <C> <C> <C>
Historical Basic EPS: $ 936 6,467,400 $ 0.14 $ 2,022 8,091,371 $ 0.25
Income available to
Common Stockholders
Effect of Dilutive Securities:
Stock Options -- -- -- -- 328,978 --
-------------- --------- ---------- -------------- ---------- ---------
Historical Dilutive EPS:
Income available to
Common Stockholders
plus assumed exercises $ 936 6,467,400 $ 0.14 $ 2,022 8,420,349 $ 0.24
-------------- --------- ---------- -------------- ---------- ---------
</TABLE>
On May 5, 1998 the Company completed a follow-on offering of 2,210,000
shares of the Company's Common Stock. Of the amount of shares offered, 900,000
shares were sold by the Company and 1,310,000 shares were sold by certain
shareholders of the Company. The Company received net proceeds of $23.5 million
from the follow-on offering.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Results of Operations
The following table sets forth, for the periods indicated, selected
statements of earnings as a percentage of revenues:
<TABLE>
<CAPTION>
Three months
Ended March 31,
----------------------
1997 1998
<S> <C> <C>
Revenues 100% 100%
Cost of services 64 60
--------- ----------
Gross profit 36 40
--------- ----------
Costs and expenses
Selling 9 6
Recruiting 3 2
General and administrative expenses 15 16
--------- ----------
Total costs and expenses 27 24
--------- ----------
Operating income 9 16
Other income - 2
--------- ----------
Income before income taxes 9 18
Provision for income taxes - 7
========= ==========
Net income 9% 11%
========= ==========
</TABLE>
<PAGE> 9
Revenues. Revenues increased 81% to $19.0 million in the first quarter
of 1998 from $10.5 million for the comparable 1997 quarter. The increase in the
first quarter of 1998 was primarily the result of revenue generated by the
consultants who completed the entry-level phase of the Information Technology
Consultant (ITC) Training Program in 1996 and 1997 and an increased number of
engagements for both new and existing clients. A higher proportion of these
engagements encompassed strategic planning and project focused engagements.
Gross Profit. Gross profit increased 102% to $7.7 million in the first
quarter of 1998 from $3.8 million in the first quarter of 1997. Gross profit as
a percentage of revenues increased to 40% in the first quarter of 1998 from 36%
for the comparable 1997 quarter. The increase in gross profit was primarily
attributable to higher billing rates and a higher billing-to-consultant cost
ratio, partially offset by management's estimate of the services to be performed
related to completing the Company's projects, software quality assurance and
testing. The higher billing rates were realized as a result of the increase in
project management engagements. The higher billing-to-consultant cost ratio was
attributable to the placement of consultants who completed the entry-level
phase of the ITC Training Program in 1996 and 1997.
Selling Expenses. Selling expenses increased 17% to $1.2 million in the
first quarter of 1998 from $1.0 million for the comparable 1997 quarter. This
increase was primarily the result of increased commissions due to the 81%
increase in sales in the first quarter of 1998. The Company's selling expenses
as a percentage of revenues decreased to 6% in the first quarter of 1998 from 9%
for the comparable 1997 quarter as a result of a change in the sales commission
plan on January 1, 1998.
Recruiting Expenses. Recruiting expenses increased 55% to $0.4 million
in the first quarter of 1998 from $0.3 for the comparable 1997 quarter. Total
recruiting costs per hire were approximately $3,800 in the first quarter of 1998
and 1997.
General and Administrative Expenses. General and administrative
expenses increased 96% to $3.0 million in the first quarter of 1998 from $1.5
million for the comparable 1997 quarter. The increase was primarily attributable
to 9 additional employees, general salary and management bonus increases,
increased professional fees for legal, accounting and investor relations and
training costs associated primarily with outside instructors for the entry-level
phase of the ITC Training Program.
Other Income (Expense). Other Income increased to $0.3 million in the
first quarter of 1998 from an expense of $35,000 for the comparable 1997
quarter. The increase in other income in the first quarter of 1998 was primarily
attributable to interest earned on investments.
Provision for Income Taxes. The Company's effective tax rate was 40%
for the first quarter of 1998. Prior to the initial public offering, the Company
elected to be taxed as an S Corporation. As a result, income of the Company was
taxable to the shareholders. On October 1, 1997, the Company's S Corporation
status was terminated and the Company became a C Corporation.
<PAGE> 10
Liquidity and Capital Resources
On October 2, 1997 the Company completed an initial public offering of
2,990,000 shares of the Company's Common Stock. The Company sold 1,600,000
shares in the initial public offering. On May 5, 1998, the Company completed a
follow-on public offering of 2,210,000 shares of the Company's Common Stock. The
Company sold 900,000 shares in the follow-on public offering and received $23.5
million in net proceeds from the sale of such shares.
Net proceeds to the Company from the sale of 1,600,000 shares in the
initial public offering was approximately $22.5 million, after deducting
underwriting discounts and commissions of $1.8 million and offering expenses of
$1.3 million paid by the Company. The Company did not receive any of the
proceeds from the sale of shares by the selling stockholders.
The Company distributed a total of approximately $2.8 million of the
net proceeds to the Company's stockholders who owned shares prior to the initial
public offering, which amount represents the Company's undistributed S
corporation earnings from November 1, 1996 through the closing date of the
Offering plus other income tax related distributions. The Company used
approximately $2.7 million of its net proceeds from the initial public offering
to pay outstanding indebtedness to its lenders under a revolving credit facility
and two term notes. In addition, approximately $2.3 million of such proceeds
were used to expand Virtual Insourcing Centers, develop additional Centers and
expand the ITC Training Program.
The remaining net proceeds of approximately $14.7 million from the
initial public offering together with the $23.5 million from the follow-on
public offering are being temporarily invested in short-term investment grade
securities, certificates of deposit or direct or guaranteed obligations of the
United States Government. The Company intends to use the remaining net proceeds
for general corporate purposes, including the expansion of its ITC Training
Program, additional virtual insourcing centers, branch expansion and possible
acquisitions of related businesses. Prior to its initial public offering, the
Company financed its growth through cash flows from operations, periodically
supplemented by borrowings under its line of credit or revolving credit and
term loan facilities.
At March 31, 1998, the Company had approximately $23.4 million of cash
and short-term investments and no debt. Receivables have remained constant at 42
days of revenues at March 31, 1998 and at December 31, 1997.
The Company believes that funds generated from operations, the
unexpended proceeds from the initial public offering and the net proceeds from
the follow-on public offering will provide adequate cash to fund its anticipated
cash needs for the foreseeable future.
Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private
Securities Litigation Reform Act of 1995
The statements contained in the section captioned Management's
Discussion and Analysis of Financial Condition and Results of Operations which
are not historical are "forward looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking
<PAGE> 11
statements represent the Company's present expectations or beliefs concerning
future events. The Company cautions that such statements are qualified by
important factors that could cause actual results to differ materially from
those in the forward looking statements including, among other things: (i)
the expected continued success of the Company's ITC Training Program, (ii) the
Company's future ability to effectively manage its consultant utilization rates
and its hourly consultant billing rates, (iii) the Company's ability to leverage
its Century Date Compliance expertise into providing other mass change and
project management services to its clients, (iv) successful management of
engagement and contract risks, and (v) the Company's ability to expand and
develop additional branch offices and Virtual Insourcing Centers. Results
actually achieved thus may differ materially from expected results
included in these statements.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibit 27 - Financial Data Schedule
No reports on Form 8-K were filed by the Company during the quarter ended
March 31, 1998.
<PAGE> 12
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.
SPR Inc.
Date: May 14, 1998 By: /s/ Robert M. Figliulo
- -------------------------------- ----------------------------------
Robert M. Figliulo
Chief Executive Officer and
Chairman of the Board of
Directors
Date: May 14, 1998 By: /s/ Stephen J. Tober
- -------------------------------- ----------------------------------
Stephen J. Tober
Executive Vice President -
Finance and Business
Development
Date: May 14, 1998 By: /s/ Stephen T. Gambill
- -------------------------------- ----------------------------------
Stephen T. Gambill
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 4,203
<SECURITIES> 19,196
<RECEIVABLES> 9,599
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 33,555
<PP&E> 2,356
<DEPRECIATION> 0
<TOTAL-ASSETS> 36,110
<CURRENT-LIABILITIES> 8,522
<BONDS> 0
0
0
<COMMON> 81
<OTHER-SE> 27,507
<TOTAL-LIABILITY-AND-EQUITY> 36,110
<SALES> 0
<TOTAL-REVENUES> 19,019
<CGS> 0
<TOTAL-COSTS> 11,321
<OTHER-EXPENSES> 4,644
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (316)
<INCOME-PRETAX> 3,370
<INCOME-TAX> 1,348
<INCOME-CONTINUING> 2,022
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,022
<EPS-PRIMARY> 0.25
<EPS-DILUTED> 0.24
</TABLE>
