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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1997
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or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
COMMISSION FILE NUMBER 000-22097
SPR INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 36-3932665
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
</TABLE>
2015 SPRING ROAD, SUITE 750, OAK BROOK, ILLINOIS 60523-1874
(Address of principal executive offices)
(630) 990-2040
(Registrant's telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $0.01
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Title of Class
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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. Yes [x] No [ ]
As of March 23, 1998, the aggregate market value of the registrant's common
stock held by non-affiliates of the registrant (based upon the per share closing
price of $34.63 on March 23, 1998, and for the purpose of this calculation only,
the assumption that all of the registrant's directors and executive officers are
affiliates) was approximately $147,000,000.
As of March 23, 1998, there were 8,091,371 shares of registrant's common stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive Proxy Statement for the registrant's
1998 Annual Meeting of Stockholders are incorporated by reference into Part III
hereof.
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PART I
ITEM 1. BUSINESS
COMPANY OVERVIEW
SPR Inc., a Delaware corporation ("SPR" or the "Company") has over 24 years
of experience in providing IT services to clients in a variety of industries,
including financial services, healthcare, insurance, manufacturing, oil and gas,
transportation and utilities. The Company focuses its marketing efforts on
Fortune 1000 companies and other large organizations which have complex IT
operations and significant IT budgets. SPR's objective is to become the leading
IT services provider to both new and existing clients. SPR provides its clients
with three levels of consulting support which are distinguished by the degree of
responsibility the Company assumes: strategic planning, project management and
implementation. Within this framework, SPR currently provides outsourcing
services through four service offerings: Systems Re-engineering, Century Date
Compliance, Application Management and Information Delivery Services ("IDS") in
addition to providing General Consulting services. SPR bills its clients on
either a time and materials or a fixed-price basis. The Company believes that
this breadth of service and support fosters long-term client relationships,
promotes cross-selling opportunities and minimizes the Company's dependence upon
any particular service offering or client.
The Company's business was founded in 1973 by Eugene Figliulo as Systems &
Programming Resources, Inc. ("Systems Inc."). During 1994, Systems Inc.
transferred certain assets and liabilities to SPR Chicago, SPR Tulsa, and SPR
Wisconsin, respectively. These entities were organized as S corporations and
owned by the executives primarily responsible for the operations in each of
these locations. SPR Chicago, SPR Tulsa, SPR Wisconsin, Systems Inc. and
DataFlex (an affiliated IT services company in a complementary business) were
merged into the Company upon the Company's formation in October 1996.
The Company maintains its principal executive offices at 2015 Spring Road,
Oak Brook, Illinois 60523-1874. Its telephone number is (630) 990-2040. The
Company's World Wide Web address is www.sprinc.com. The Company currently has
four branch offices located in Chicago, Tulsa, Milwaukee and Dallas. The Company
has made, and intends to continue to make, significant investments in its
systems infrastructure, recruiting organization, training programs and marketing
initiatives in an effort to sustain growth. SPR intends to leverage these
investments, as well as its operating expertise, by opening additional branch
offices.
INDUSTRY OVERVIEW
Dataquest Incorporated estimated total expenditures for professional IT
services in the United States were approximately $62 billion in 1997. Dataquest
also estimates that the professional IT services market, consisting of
consulting and education, systems integration and development and systems
management services, will reach approximately $80 billion by 1999. This
represents a compound annual growth rate of approximately 14% between 1997 and
1999.
The Company's experience is that many large organizations find it
increasingly difficult and costly to internally maintain their existing systems.
Management believes that over 80% of existing mainframe and mid-range systems
will still be in operation seven to ten years from now as businesses will
continue to require massive data storage capabilities and tremendous processing
power, which are most efficiently provided by mainframe technology. As providers
of IT services focus more on the client/server segment of the market, however,
fewer professionals possess the skills necessary to support and maintain
existing mainframe and mid-range systems. The Company believes these factors
provide it with a substantial growth opportunity within the IT services
industry.
In addition, the Company believes that clients will continue to maintain
and improve their existing systems because: (i) existing systems represent an
enormous investment which may prove too risky and expensive to completely
replace; (ii) mainframe computing is increasingly being utilized in new ways as
Internet/intranet technologies develop; (iii) existing systems are critical to
the functioning of clients' businesses as they contain vital business
information needed to build replacement systems; and (iv) regardless of which
front-end computing platform is utilized, clients still need to access data
resident in mainframe computers.
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The Company also is capitalizing on the substantial growth opportunity
created by problems inherent in implementing mass changes to application systems
and their associated data bases. Examples of mass change include the European
Union's expected conversion to the euro currency, the extension of the number of
digits and other characters in zip codes, product codes and account numbers and,
especially the year 2000 problem, the software glitch that will prevent
computers from properly recognizing dates after the year 1999.
BUSINESS STRATEGIES
The Company's objective is to become the leading IT service provider to
both new and existing clients. To achieve this objective, the Company has
pursued, and intends to continue to pursue, the following business strategies:
EXPAND INFORMATION TECHNOLOGY CONSULTANT (ITC) TRAINING PROGRAM TO ATTRACT,
DEVELOP AND RETAIN QUALIFIED TECHNICAL CONSULTANTS. The Company currently
employs 18 full-time recruiters: 8 in Chicago, 5 in Tulsa, 4 in Milwaukee and 1
in Dallas. Over the past 24 years, the Company has developed and refined an
internal recruiting database which facilitates rapid identification of
consultant candidates based upon skill and geographic location. To address the
shortage of qualified technical consultants, the Company has developed a
three-to-six year training program. The ITC Training Program, targeted at
college graduates with degrees other than computer science, begins with a
seven-week entry-level course specifically focused on Century Date Compliance.
The Company, in conjunction with DeVry, Inc., has developed a continuing
education program to enable its consultants to enhance their careers and to
improve their technical skills. See "Business -- Recruiting and Training." The
Company believes its training program, together with its comprehensive employee
welfare plans, the Option Plan and the Employee Stock Purchase Plan, provide the
Company with a competitive advantage in attracting, developing and retaining
qualified technical consultants.
CONTINUE TO FOCUS ON PROJECT MANAGEMENT TO DELIVER VALUE-ADDED IT
SOLUTIONS. In recent years, the Company has shifted its focus from general
consulting engagements such as contract programming to outsourcing engagements
focusing on project management and strategic planning such as Century Date
Compliance, Systems Re-engineering, Application Management and IDS. The Company
believes that by providing such value-added services it develops in-depth
knowledge of its clients' existing systems and gains a competitive advantage in
assessing its clients' needs with respect to emerging technologies and
anticipating opportunities to provide additional IT services.
FOCUS ON LEADING TECHNOLOGIES. The Company maintains and continues to
build expertise not only in mainframe applications but also in other high demand
technologies, such as Internet/intranet applications, open computing systems,
object oriented solutions, data warehousing and relationships with software
product developers and research institutions to remain on the leading edge of
technological development and to provide its clients with technologies that are
best suited to their individual needs.
DELIVER UNBIASED SERVICE OFFERINGS UTILIZING DISCIPLINED
METHODOLOGIES. The Company works closely with its clients' IT personnel from
the strategic planning phase through the completion of an engagement. To
increase productivity and efficiency, the Company has developed specific
proprietary service methodologies, Renovation(SM) and Renovation 2000(SM), and a
proprietary software analysis tool, CodeVu(SM). In implementing its
methodologies, the Company utilizes the best available third-party application
software and productivity tools without regard to specific third-party vendor
relationships, thereby avoiding the bias resulting from promoting third-party
products. The Company is capable, therefore, of offering its clients an
objective assessment of the advantages and disadvantages of the latest packaged
software applications, platforms, operating systems and productivity tools.
GROWTH STRATEGIES
Historically, the Company has grown by developing new service offerings and
expanding its client base. The Company may also pursue growth through selected
geographic branch expansion and strategic acquisitions. Management believes that
its strategies have positioned the Company to achieve continued growth in
revenues and earnings. Key elements of the Company's growth strategies include
the following:
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CAPITALIZE ON OUTSOURCING TREND THROUGH CENTURY DATE COMPLIANCE AND MASS
CHANGE EXPERTISE. SPR was an early entrant into the year 2000 segment of the
market, completing its first Century Date Compliance engagement in 1993. The
Company expects that its expertise in this industry segment will result in
additional Century Date Compliance engagements as the year 2000 approaches. To
date, the Company has found that many of its clients request the Company not
only to evaluate their Century Date Compliance needs, but also to assess
functional and technical quality in their application portfolios and develop
strategies for improvement. As a result of its Century Date Compliance
engagements, SPR expects to be strategically positioned to provide additional IT
services to clients who have already entrusted their core, mission-critical
systems to SPR.
DEVELOP ADDITIONAL VIRTUAL INSOURCING CENTERS. In order to capitalize on
the corporate trend towards outsourcing, the Company established its first
Virtual Insourcing Center in the third quarter of 1996. Since then, it has
expanded the center associated with the Chicago branch and has opened additional
centers for its Tulsa and Dallas branches in the third quarter of 1997. Virtual
Insourcing Centers augment the Company's Application Management service offering
and are local extensions of the Company's Systems Re-engineering, Century Date
Compliance and General Consulting service offerings. Equipped with a variety of
computer hardware, software and networking technologies and systems, these
centers enable the Company to provide the full range of its service offerings in
a Company facility rather than at its clients' facilities. The Virtual
Insourcing Centers also enable the Company to assume off-site project management
responsibilities and to complete Century Date Compliance and Systems
Re-engineering and Application Management engagements without interrupting its
clients' businesses. In addition, Virtual Insourcing Centers allow the Company
to implement the testing phases of its Renovation(SM) and Renovation 2000(SM)
methodologies seven days a week, rather than only on weekends when clients are
not utilizing their systems.
DEVELOP AND EXPAND ADDITIONAL CLIENT SERVICES. The Company believes there
are substantial opportunities for increasing revenues by developing and
expanding services offered to existing and prospective clients. In response to
client needs, SPR implemented its IDS service offering in the third quarter of
1995. IDS was introduced to provide end-users access to data locked within
existing systems. By incorporating technologies such as data warehousing, online
analytical processing ("OLAP"), data mining and the Internet/intranet, IDS helps
bridge the gap between modern technologies and existing systems.
LEVERAGE EXISTING CLIENT BASE. The Company intends to continue building
long-term client relationships. Its record of customer satisfaction and expanded
service offerings have contributed to the Company's ability to increase the
revenues generated from existing clients. The Company derived more than 70% of
its revenues in 1997 from 51 clients to which it had provided IT services in at
least the prior three consecutive years. The Company intends to further
penetrate its existing client base by providing additional service offerings.
EXPAND GEOGRAPHIC PRESENCE. Geographic expansion will be driven primarily
by the growing need to service existing clients' divisions or affiliates in new
geographic locations. The Company opened a Dallas branch in February, 1997. The
Company also may pursue strategic acquisitions either to expand its geographic
presence or to complement and further diversify its existing service offerings.
SERVICE OFFERINGS
Since its inception, the Company has provided technical personnel to
augment its clients' internal IT departments. Over the past several years,
however, the Company has focused its efforts on providing higher-end service
offerings. The Company provides its clients with three levels of consulting
support which are distinguished by the degree of responsibility the Company
assumes: strategic planning, project management and implementation. Within this
framework, SPR currently provides outsourcing services through four service
offerings: Systems Re-engineering, Century Date Compliance, Application
Management and IDS in addition to providing General Consulting services. The
amount of responsibility assumed by the Company generally depends upon a
client's in-house capabilities and desire to outsource IT functions. Based upon
client needs, SPR can provide strategic planning, project management or
implementation either at its clients' facilities or off-site at SPR's Virtual
Insourcing Centers. SPR employs proven proprietary service methodologies and
software analysis tools to deliver these services. SPR bills its clients on
either a time and materials or fixed-price basis.
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GENERAL CONSULTING. General Consulting consists of providing technical
personnel with expertise in a wide variety of skills and disciplines to augment
clients' internal IT departments. Clients' IT departments often require advice
and programming skills without the full range of project management support.
General Consulting consists of staff augmentation principally for maintenance
and development of client/server and mainframe environments.
SYSTEMS RE-ENGINEERING. Systems Re-engineering consists of software
portfolio analysis and assessment, code stabilization, code modularization,
language upgrades or conversions, business specification extraction and system
documentation. The Company re-engineers existing systems to create more
manageable and functional applications and transitions existing systems to
distributed client/server and networking systems. This service offering allows
the Company's clients to leverage their investments in existing systems through
analysis, improvement, redesign and reuse of applications.
CENTURY DATE COMPLIANCE. Century Date Compliance consists of retrofitting
existing systems to address the date-coding problem that will be caused by the
year 2000. Century Date Compliance services include high-level organizational
assessment of a client's software portfolio and organizational readiness,
engagement planning and management and implementation.
APPLICATION MANAGEMENT. Application Management consists of providing the
management, systems maintenance and support of all or part of clients' existing
IT applications. Using proprietary and third-party service methodologies and
tools, the Company provides transition planning, engagement management, program
maintenance and testing, production support and system improvements.
INFORMATION DELIVERY SERVICES. IDS consists of accessing, analyzing and
managing data which currently resides in existing systems. The Company uses its
expertise with existing systems and emerging technologies to provide its clients
with the ability to retrieve and utilize data resident in existing systems which
would otherwise be inaccessible. Services provided within IDS include
information harvesting, information analysis and information publishing, which
incorporate technologies such as OLAP and the Internet/intranet.
PROPRIETARY SERVICE METHODOLOGIES AND SOFTWARE ANALYSIS TOOL
The Company's proprietary service methodologies, Renovation(SM) and
Renovation2000(SM), and its proprietary software analysis tool, CodeVu(SM),
provide SPR with a disciplined approach to fulfill its engagements.
Renovation(SM) and Renovation2000(SM) enable the Company to deliver its service
offerings through a tested and repeatable format. CodeVu(SM) quickly and
accurately provides information concerning client software portfolios. These
service methodologies coupled with the software analysis tool, as well as key
strategic alliances with third-party software providers such as Arbor Software
and Micro Focus, facilitate the development of well-defined tasks and timetable
for each phase of an engagement from strategic planning through implementation.
RENOVATION(SM) Renovation(SM) was first used by the Company in 1988 for
Systems Re-engineering engagements. The methodology employs a four phase
approach: assessment, improvement, transformation and preservation. In the
assessment phase, the system is analyzed for architectural deficiencies and a
strategy is developed for correcting these deficiencies and transforming the
existing architecture. In the improvement phase, commercially available tools
and internally developed techniques are applied to implement the strategy
developed in the assessment phase. In the transformation phase, the newly
re-engineered system is transformed into a new architectural paradigm. In the
preservation phase, quality assurance procedures are developed. These procedures
are designed to help prevent the degradation of the system after the systems
Reengineering process is complete, thereby protecting the client's investment in
its existing systems.
RENOVATION2000(SM). Renovation2000(SM) is SPR's methodology for Century
Date Compliance engagements. This methodology employs a repeatable process
which, in conjunction with the best available third-party application software
and productivity tools, analyzes, locates and retrofits all programs and data
affected by the absence of a century date field to permit processing of dates
after 1999. This methodology enables the Company to capture information allowing
the refinement of the process and the preparation of estimates and schedules
throughout the engagement.
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CODEVU(SM). CodeVu(SM), which runs on mainframe and personal computing
platforms, analyzes source code and provides quantitative information at the
program and system level. CodeVu(SM) provides insight regarding the technical
quality of the source code, identifies programs that are the most costly to
maintain and represent the highest risk and identifies and locates potential
problems hidden within the code. This tool has been used successfully by the
Company in a large number of engagements including Systems Re-engineering,
Century Date Compliance and Application Management. CodeVu(SM) is often
integrated into client environments to assist with the maintenance and
preservation of source code.
RECRUITING AND TRAINING
The Company employs 18 full time recruiters, including three recruiting
managers, who are responsible for recruiting and establishing relationships with
qualified technical personnel. Technical personnel meeting the Company's
standards are added to a computerized database. Recruiting managers maintain
regular contact with technical personnel, monitor their availability and changes
in skill levels and update the database, which has been maintained for over 24
years.
In the first quarter of 1996, the Company implemented its ITC Training
Program to address the current shortage of available technical consultants. The
Company actively recruits college graduates with degrees other than in computer
science, such as music, mathematics and philosophy. Based upon its experience
with graduates of the entry-level portion of the training program, the Company
believes such individuals have the aptitude to develop the requisite systems and
programming skills. The Company enrolls these individuals in an intensive
seven-week entry-level training course. Upon completion of training, the Company
places these individuals on Century Date Compliance engagements. The Company
enters into employment agreements with these individuals, whereby the
consultants agree to reimburse the Company for some or all of the cost of their
training if they leave the Company within four years. Since the commencement of
the ITC Training Program course on February 15, 1996, approximately 200
individuals have entered and successfully completed the entry-level training.
The Company intends to continue to conduct additional training classes on a
regular basis. The Company has developed additional training courses in
conjunction with DeVry, Inc., a leading higher education institution
specializing in technology. These courses offer SPR's consultants advanced
training in information technologies. By participating in these advanced
training courses, the Company's consultants can attain certification from DeVry
and earn credits toward both a master's degree in information technology and an
MBA.
MARKETING AND SALES
SPR marketing representatives are assigned to a limited number of accounts
in order to develop an in-depth understanding of each client's individual needs
and to build long-term client relationships. These representatives are
responsible for providing highly responsive service and ensuring that the
Company's service offerings achieve client objectives. In many instances, a
portion of SPR's marketing activity is carried out by senior Company executives.
The Company employs a variety of business development and marketing
techniques to communicate directly with current and prospective clients,
including (i) various print and direct mail advertisements, (ii) participation
in print and live interviews, roundtable discussions and seminars, and (iii) a
World Wide Web site (www.sprinc.com). In addition, the Company believes that its
Chief Executive Officer and Chairman is recognized as an expert concerning the
year 2000 problem. He has participated, often with other service providers,
research organizations and productivity tool and hardware companies, in print,
television and live interviews and seminars concerning this problem. The Company
believes these activities promote greater client awareness and enhance the SPR
brand name.
CLIENT BASE
The Company serves clients in a diverse range of industries thereby
mitigating cyclical effects of any one industry or market. The Company derives
an additional level of diversification from certain of its clients. Different
operating divisions of a given client may utilize any one or several services
offered by SPR, which helps mitigate the risk of customer concentration. During
1997 SPR's ten largest clients accounted for approximately
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50% of the Company's revenues, and its largest customer, Allstate Insurance
Company, accounted for approximately 12% of such revenues.
EMPLOYEES
As of December 31, 1997, the Company had 573 IT consulting professionals,
of whom 531 were employees and 42 were independent contractors. Of these IT
consulting professionals 52 were project managers. As of such date, the Company
had 263 IT consulting professionals in Chicago, 146 in Tulsa, 143 in Milwaukee
and 21 in Dallas, respectively.
The Company has three categories of IT consultants: Salaried employees,
associate employees and independent contractors. Salaried employees are
full-time employees of the Company and are eligible for all benefits offered by
the Company. Associate employees are eligible for the same benefits offered to
salaried employees but are paid on an hourly basis and, as such, are not
entitled to paid time off in the form of sick days, personal days or vacation.
Approximately 93% of the Company's IT consultants are employees. Independent
contractors are not employees of the Company, but are paid on an hourly basis
and are not entitled to any benefits offered to Company employees. Approximately
7% of the Company's IT consultants are independent contractors.
The Company is not a party to any collective bargaining agreements and
considers its relationships with its employees to be good.
COMPETITION
The market for IT professional services is intensely competitive on local
and national levels, and the Company competes frequently with a variety of
companies for both the same clients and qualified technical consultants. These
companies include: "Big Six" accounting firms, systems consulting and
implementation firms, application software firms, service groups of computer
equipment companies, general management consulting firms and programming
companies. The Company considers large organizations with complex IT needs to be
among its primary clients. Within a given market, there are a limited number of
such potential clients, some of which have designated only certain IT
professional services companies as approved providers of IT professional
services. Primary competitive factors for obtaining and retaining clients
include price, quality of services, technical expertise and responsiveness to
client needs. The primary competitive factors in attracting and retaining
qualified candidates as consultants are competitive compensation arrangements
and consistent exposure to high quality and varied engagements.
Several of the Company's competitors are substantially larger than the
Company and have greater financial and other resources. Many of such competitors
have also been in business longer than the Company and have significantly
greater name recognition throughout the United States, including the geographic
areas in which the Company operates and into which it may expand. In addition,
such competitors are able to meet a broader range of a client's IT consulting
needs and serve a broader geographic range than the Company, which permits such
competitors to better serve national accounts. Although the Company believes
that it competes, and will continue to compete, favorably with existing and
future competitors, there can be no assurance that the Company will continue to
do so.
INTELLECTUAL PROPERTY RIGHTS
Software developed by SPR in connection with a client engagement typically
becomes the exclusive property of the client. The Company relies upon a
combination of nondisclosure and other contractual arrangements and trade
secret, copyright and trademark laws to protect its proprietary rights, the
rights of third parties from whom the Company licenses intellectual property and
the proprietary rights of its clients. The Company enters into confidentiality
agreements with its consultants in an effort to prevent the distribution of
proprietary information.
SPR(SM), Renovation(SM), Renovation2000(SM), CodeVu(SM) and the SPR logo
are service marks of the Company. The Company holds no patents or registered
copyrights, and has no present intention of registering any copyright or filing
any patent applications.
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ITEM 2. PROPERTY
SPR leases its principal executive offices, which are located at 2015
Spring Road, Oak Brook, Illinois 60523-1874, and also leases facilities in
Tulsa, Oklahoma, Dallas, Texas, and Milwaukee, Wisconsin. These leases expire on
January 21, 2002, May 31, 2004 and May 31, 2001, respectively. The Company also
leases space in Oak Brook, Illinois, Tulsa, Oklahoma, and Dallas, Texas to house
Virtual Insourcing Centers. The leases expire in 2002, 2002, and 2003,
respectively. The Company believes it has adequate space to conduct its current
business. The Company anticipates, however, that additional space will be
required as business expands but believes that it will be able to obtain
suitable space as needed. See Note 6 of Notes to Financial Statements.
ITEM 3. LEGAL PROCEEDINGS
The company is not involved in legal proceedings which the Company believes
are material to its business.
SAFE HARBOR PROVISION
This Form 10-K contains certain forward-looking statements that involve
substantial risks and uncertainties. When used in this Form 10-K, the words
"anticipate," "believe," "estimate," and "expect" and similar expressions as
they relate to the Company or its management are intended to identify such
forward-looking statements. The Company's actual results, performance or
achievements could differ materially from the results, performance or
achievements expressed in, or implied by, these forward-looking statements.
Factors that could cause or contribute to such differences include, but are not
limited to, difficulties in attracting qualified technical consultants, the
Company's ability to manage rapid growth and expansion into new geographic areas
and service lines, the Company's ability to manage the risks associated with
client projects or unexpected termination of a significant engagement and risks
related to possible acquisitions. These and other risks are more fully described
in the "Risk Factors" section of the Company's registration statement (No.
333-32735) on Form S-1 filed by the Company with the Securities and Exchange
Commission on August 1, 1997, as amended.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There were no matters submitted to a vote of security holders during the
fourth quarter of the period covered by this report.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
(a) The Company's common stock began trading on October 2, 1997 at a
price of $16.00 per share. The Company's common stock is quoted on the
Nasdaq National Market, under the symbol SPRI. The range of high and low
sales prices, as reported by the Nasdaq National Market, for the fourth
quarter of 1997 and the first quarter of 1998 through March 23, 1998, was
as follows:
<TABLE>
<CAPTION>
HIGH LOW
---- ---
<S> <C> <C>
1997 Fourth Quarter......................................... 20 13 3/4
1998 First Quarter (through March 23, 1998)................. 35 1/2 16 1/8
</TABLE>
Except for undistributed S corporation income earned prior to the offering,
the Company has not paid any dividends to date and plans to reinvest its
earnings in future growth opportunities. The Company does not anticipate paying
cash dividends in the foreseeable future.
As of March 23, 1998, there were approximately 34 stockholders of record.
This number does not include stockholders for whom shares were held in a nominee
or street name.
(b) The Company's Registration Statement No. 333-32735 with respect to its
initial public offering of 2,990,000 shares of the Company's common stock, $.01
par value per share (the "Offering"), was declared effective on October 1, 1997.
Salomon Smith Barney Inc. and Robert W. Baird & Co. Incorporated were the
Managing Underwriters of the Offering. Of the shares so registered, the Company
sold 1,600,000 shares and certain selling stockholders sold an aggregate of
1,000,000 shares on October 7, 1997. On November 4, 1997, certain selling
stockholders sold an additional 390,000 shares pursuant to the underwriters'
exercise of their over-allotment option. All of the shares in the Offering were
sold at a price of $16 per share for an aggregate offering price of $47,840,000.
Net proceeds to the Company from the sale of 1,600,000 shares in the
Offering were 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.
In October, 1997, and February, 1998, the Company distributed approximately
$2.5 million and $0.3 million, respectively, of the net proceeds to persons who
were stockholders of the Company prior to the 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.
In addition, the Company used approximately $2.7 million of its net proceeds
from the Offering to pay outstanding indebtedness under a revolving credit
facility and two term notes.
The Company's remaining net proceeds from the Offering of approximately
$17.0 million are being temporarily invested in short-term investment grade
securities, certificates of deposit or direct or guaranteed obligations of the
United States Government. To date, the Company has used approximately $1.0
million of such proceeds and intends to use the remaining net proceeds for
general corporate purposes, including the expansion of its entry-level training
program, opening additional virtual insourcing centers, working capital, branch
expansion and possible acquisitions of related businesses. The Company is not
currently engaged in any negotiations for the acquisition of any other business.
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ITEM 6. SELECTED FINANCIAL DATA.
The following selected financial data is derived from the Company's
financial statements and notes thereto that have been audited by Arthur Andersen
LLP, independent public accountants. This information should be read in
conjunction with the financial statements and notes thereto and with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
--------------------------------------------------------------------
1993 1994 1995 1996 1997
------- ------- -------- -------- -------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues................................ $11,731 $14,797 $ 22,908 $ 32,511 $53,422
Cost of Services........................ 8,338 10,424 15,525 23,287 32,377
------- ------- -------- -------- -------
Gross Profit............................ 3,393 4,373 7,383 9,224 21,045
COSTS AND EXPENSES
Selling................................. 1,012 1,165 2,141 3,046 4,855
Recruiting.............................. 341 410 777 1,323 1,608
Stock-based compensation................ -- 6,510(1) 27,987(1) 12,231(1) --
General and administrative expenses..... 1,230 1,334 1,642 3,742 8,438
------- ------- -------- -------- -------
Total costs and expenses................ 2,583 9,419 32,547 20,342 14,901
------- ------- -------- -------- -------
Operating income (loss)................. 810 (5,046)(1) (25,164)(1) (11,118)(1) 6,144
Other income (expense).................. 6 (57) (109) (71) 47
------- ------- -------- -------- -------
Income (loss) before income taxes....... 816 (5,103)(1) (25,273)(1) (11,189)(1) 6,191
Provision for income taxes.............. 4 75 21 9 1,553
------- ------- -------- -------- -------
Net income (loss), as reported.......... $ 812 $(5,178)(1) $(25,294)(1) $(11,198)(1) $ 4,638
======= ======= ======== ======== =======
Historical diluted net income (loss) per
share................................. $ (3.91) $ (1.73) $ 0.65
======== ======== =======
Pro forma net income (loss) per common
share -- assuming dilution............ $ (4.08) $ (1.79) $ 0.45
======== ======== =======
Pro forma net income per common share --
assuming dilution and excluding a
one-time deferred tax charge.......... $ 0.52
=======
BALANCE SHEET DATA (AT END OF PERIOD):
Cash and short-term investments......... $ 289 $ 1,083 $ 1,109 $ 356 $21,158
Working capital......................... 1,771 1,674 2,370 1,194 23,097
Total Assets............................ 2,418 3,573 5,584 7,131 31,943
Long-term debt, less current portion.... -- 1,841 704 206 9
Total Stockholders' equity.............. 1,954 326 2,275 2,507 25,530
</TABLE>
- ---------------
(1) In 1994, Systems Inc. transferred certain assets and liabilities to SPR
Chicago and SPR Wisconsin. Inasmuch as such 1994 transactions were among
family members within a control group, such transactions have been recorded
in the Company's financial statements as if the stockholders of SPR Chicago
and SPR Wisconsin received non-cash, stock-based compensation during 1994,
1995 and 1996 in an amount equal to the increase in the estimated value of
such companies since 1994. This expense is non-recurring subsequent to
October 31, 1996. Such compensation expense is recorded as stock-based
compensation with the corresponding credit included in additional paid-in
capital. Upon conversion of the Company to a C corporation upon closing of
the Offering, the retained deficit of the Company, which includes the
aggregate stock-based compensation expense, was reclassified and netted
against additional paid-in capital. See Note 11 of Notes to Financial
Statements.
9
<PAGE> 11
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
THE DISCUSSION BELOW CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS (AS SUCH
TERM IS DEFINED IN THE RULES PROMULGATED PURSUANT TO THE SECURITIES EXCHANGE ACT
OF 1934) THAT ARE BASED ON THE BELIEFS OF THE COMPANY'S MANAGEMENT, AS WELL AS
ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO, THE COMPANY'S
MANAGEMENT. THE COMPANY'S RESULTS, PERFORMANCE AND ACHIEVEMENTS IN 1998 AND
BEYOND COULD DIFFER MATERIALLY FROM THOSE EXPRESSED IN, OR IMPLIED BY, ANY SUCH
FORWARD-LOOKING STATEMENTS. SEE "SAFE HARBOR PROVISION" ON PAGE 7 FOR A
DISCUSSION OF FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH MATERIAL
DIFFERENCES.
COMPANY OVERVIEW
The Company was founded in 1973 and derives its revenues from providing IT
consulting services. SPR principally bills its clients on a "time and materials
basis" and revenues are recognized as services are provided. The Company has
occasionally entered into fixed-price billing engagements and may enter into
more such engagements in the future. Typically, the Company bills for its
services on a biweekly basis to monitor client satisfaction and to manage its
outstanding accounts receivable balances. The Company's cost of services
consists primarily of consultant compensation and related expenses. Accordingly,
the Company's financial performance is substantially affected by billing margins
(billable hourly rate less consultant hourly cost) and consultant utilization
rates (the ratio of hours billed to total available hours).
SPR has maintained its billing margins by increasing its hourly rates to
offset increases in its consulting staff costs. The Company manages its billing
margins by establishing a target billing rate for each consultant; however,
actual billing rates may be higher or lower than the target billing rates
depending upon competitive pressures and market conditions. Hourly billing rate
increases are generally implemented by the Company based upon market conditions,
consultant skill levels and the terms of its engagements.
To date, the Company believes that it has effectively managed its
consultant utilization rates. Fluctuations in consultant utilization rates
result from variations in the amount of unassigned time, which historically has
consisted of training, vacation, sick and holiday time and time spent on
administrative support activities while between engagements. In order to reduce
unassigned time, the Company actively manages the terms of its engagements and
matches available consultants based upon client requirements. In addition, the
number of entry level training classes conducted through the Company's ITC
Training Program varies, and the amount of time it takes to assign the newly
trained consultants varies, thereby affecting the Company's consultant
utilization rates from period to period.
The Company believes that its business and growth strategies are primarily
dependent upon the availability of qualified technical consultants. To address
the shortage of qualified technical consultants, the Company has developed a
three-to-six year training program targeted at college graduates with degrees
other than computer science. The initial seven-week entry-level course
specifically focuses on Century Date Compliance, while advanced course modules
concentrate on the Company's other service offerings. The individuals enrolled
in the ITC Training Program are paid a salary commensurate with the salary paid
to computer science graduates. Since the commencement of the program on February
15, 1996, approximately 200 individuals have entered and successfully completed
entry-level training. The Company incurred approximately $1.6 and $1.3 million
in 1997 and 1996, respectively, in expenses attributable to the program, all of
which have been expensed as incurred. Employees who complete the entry-level
course and are placed on customer engagements generate significantly higher
gross margins than the Company's more experienced consultants. The margins for
employees who complete the entry-level course are higher because their cost
relative to their billing rate is less than the more experienced consultants.
The Company believes that these higher profitability margins will enable it to
sustain this training program and conduct additional training classes on a
regular basis
In 1994, Systems Inc. transferred certain assets and liabilities to SPR
Chicago and SPR Wisconsin. Inasmuch as such 1994 transactions were among family
members within a control group, such transactions have been recorded in the
Company's financial statements as if the stockholders of SPR Chicago and SPR
Wisconsin
10
<PAGE> 12
received noncash, stock-based compensation during 1994, 1995 and 1996. This
compensation expense was allocated to each such period based upon the increase
in the estimated fair market value of SPR Chicago and SPR Wisconsin during the
respective periods. Compensation expense was calculated as follows: (i) multiply
the number of shares of Common Stock owned by the former stockholders of SPR
Chicago and SPR Wisconsin by the estimated market value per share of the Company
(which was estimated at $15.00 per share in 1994 and 1995 and $14.00 per share
in 1996); (ii) then subtract the payments made by SPR Chicago and SPR Wisconsin
to Systems Inc. on the notes issued in connection with the 1994 transactions;
(iii) then subtract the value of the shares received by the stockholders of SPR
Chicago and SPR Wisconsin attributable to such stockholders' interests in
Systems Inc. and DataFlex. This expense is non-recurring subsequent to October
31, 1996. Upon the conversion of the Company to a C corporation at closing of
the Offering, the retained deficit of the Company, which included the aggregate
stock-based compensation expense, was reclassified and netted against additional
paid-in capital.
On June 2, 1997, the Company granted options to purchase 819,216 shares of
Common Stock at an exercise price of $7.66 per share, of which options to
purchase 276,725 shares vested immediately. As a result, non-cash compensation
expense related to these vested options of approximately $0.5 million was
recorded for the year ended December 31, 1997. The expense related to these
vested options is non-recurring subsequent to June 30, 1997. However, over the
next five years, the Company will recognize non-cash compensation expense of up
to approximately $150,000 per year as additional options to purchase 537,792
shares of Common Stock vest. See Note 12 of Notes to Financial Statements.
RESULTS OF OPERATIONS
The following table sets forth selected statements of operations data as a
percentage of revenues for the periods indicated:
<TABLE>
<CAPTION>
PERCENTAGE OF TOTAL
REVENUES
-----------------------
YEAR ENDED DECEMBER 31,
-----------------------
1995 1996 1997
----- ----- -----
<S> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues.................................................... 100% 100% 100%
Cost of Services............................................ 68 72 61
---- --- ---
Gross Profit................................................ 32 28 39
Costs and Expenses:
Selling..................................................... 9 9 9
Recruiting.................................................. 3 4 3
Stock-based compensation(1)................................. 122 38 --
General and administrative expenses......................... 7 11 16
---- --- ---
Total costs and expenses.................................... 141 62 28
Operating income (loss)(1).................................. (109) (34) 11
Other income (expense)...................................... -- -- --
---- --- ---
Income (loss) before income taxes........................... (109) (34) 11
Provision for income taxes.................................. -- -- 3
Net income (loss), as reported(1)........................... (109) (34) 8
==== === ===
</TABLE>
- ---------------
(1) In 1994, Systems Inc. transferred certain assets and liabilities to SPR
Chicago and SPR Wisconsin. Inasmuch as such transactions were among family
members within a control group, such transactions have been recorded in the
Company's financial statements as if the stockholders of SPR Chicago and
SPR Wisconsin received non-cash, stock-based compensation during 1994, 1995
and 1996, in an amount equal to the increase in the estimated value of such
companies since 1994. This expense is non-recurring subsequent to October
31, 1996. See Note 11 of Notes to Financial Statements.
11
<PAGE> 13
1997 COMPARED TO 1996
Revenues. Revenues increased 64% to $53.4 million in 1997 from $32.5
million in 1996. This increase was primarily the result of revenue generated by
the consultants who completed entry-level training 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, project focused
engagements, which yield higher billing rates.
Gross Profit. Gross profit consists of revenues less cost of services,
which includes consultant salaries, benefits and travel expenses. Gross profit
increased 128% to $21.0 million in 1997 from $9.2 million in 1996. Gross profit
as a percentage of revenues increased to 39% in 1997 from 28% in 1996. The
increase in gross profit was primarily attributable to higher billing rates and
a higher billing-to-consultant cost ratio (which is revenues divided by
consultant cost). The higher billing rates were realized as a result of the
increase in project management engagements and the higher billing ratio was
attributable primarily to the placement of consultants who completed the entry
level course of the ITC Training Program in 1996 and 1997.
Selling Expenses. Selling expenses include the salaries, benefits,
commissions, bonuses, travel, entertainment and other direct costs associated
with the Company's direct sales force. Selling expenses increased 59% to $4.9
million in 1997 from $3.0 million in 1996. This increase was primarily the
result of increased commissions attributable to the 64% increase in sales over
the comparable period. The Company's selling expenses as a percentage of
revenues were 9% in both 1997 and 1996.
Recruiting Expenses. Recruiting expenses consist of costs related to
hiring new personnel, which include the salaries, benefits, bonuses and other
direct costs of the in-house recruiters, consultant relocation fees, recruiters'
travel expenses, and advertising costs. The Company hired 384 consultants in
1997 compared to 292 in 1996. Recruiting expenses increased to $1.6 million in
1997 from $1.3 million in 1996. Total recruiting costs per hire decreased to
approximately $4,200 in 1997 from approximately $4,500 in 1996.
Stock-based Compensation Expense. Stock-based compensation expense
consists of non-cash expense resulting from the financial statement treatment of
the 1994 transfers by Systems Inc. of certain of its assets and liabilities to
SPR Chicago and SPR Wisconsin. The stock-based compensation expense was
allocated to each period based upon the increase in the estimated fair market
value of SPR Chicago and SPR Wisconsin. The increase in the estimated fair
market value of SPR Chicago and SPR Wisconsin for the periods presented was
based primarily upon SPR Chicago's and SPR Wisconsin's revenue growth over such
periods. The expense is non-recurring subsequent to October 31, 1996. There was
no stock-based compensation expense allocated to 1997 compared to $12.2 million
in 1996.
General and Administrative Expenses. General and administrative expenses
include salaries and benefits of management and support staff, leased facilities
cost, training, travel expenses related to general and administrative matters,
outside professional fees, depreciation and all other corporate costs. General
and administrative expenses increased 126% to $8.4 million in 1997 from $3.7
million in 1996. This increase was primarily attributable to thirteen additional
employees, general salary and management bonus increases, non-cash compensation
expense of approximately $0.5 million related to the grant of options on June 2,
1997, bad debt expense of approximately $0.8 million relating primarily to a
client which filed for Chapter 11 bankruptcy in 1997 and $0.2 million in
expenses relating to the Company's March 1997 proposed initial public offering
that was postponed until October 1997. Total costs of the March 1997 postponed
offering were approximately $0.8 million, of which $0.2 million was expensed in
the second quarter of 1997 and $0.6 million was charged against the proceeds of
the completed initial public offering. Additional factors contributing to this
increase include increased rent relating to new office space in Wisconsin,
increased depreciation, increased professional fees and training costs
associated primarily with outside instructors for the ITC training program.
1996 COMPARED TO 1995
Revenues. Revenues increased 42% to $32.5 million in 1996 from $22.9
million in 1995. This increase was primarily the result of an increased number
of engagements for both new and existing clients. A higher proportion of these
engagements encompassed strategic planning, project-focused engagements, which
yield higher billing rates.
12
<PAGE> 14
Gross Profit. Gross profit increased 25% to $9.2 million in 1996 from $7.4
million in 1995. Gross profit as a percentage of revenues decreased to 28% in
1996 from 32% in 1995. The decrease in gross profit was primarily attributable
to salaries and benefits of trainees enrolled in the ITC Training Program, and
the subsequent delay in the assignment of these individuals to billable
engagements. This resulted in an increase in expenses of approximately $0.8
million without any increase in revenues. In addition, the Company hired 20
project managers (an increase of 200% from 1995) to satisfy anticipated demand
for the Company's services. The Company's operating income for the year ended
December 31, 1996 was adversely affected by the large number of project managers
hired during such period and the amount of time these project managers devoted
to enhancing the Company's proprietary methodologies and performing marketing
and administrative activities.
Selling Expenses. Selling expenses increased 42% to $3.0 million in 1996
from $2.1 million in 1995. This increase was primarily the result of increased
commissions attributable to the 42% increase in sales over 1995. The Company's
selling expenses, as a percentage of revenues, were 9% in 1996 and 1995.
Recruiting Expenses. The Company hired 292 consultants during 1996
compared to 254 in 1995. Recruiting expenses increased 70% to $1.3 million in
1996 from $0.8 million in 1995. The Company employed on average 4 more
recruiters in 1996 than in 1995 to handle the increased hiring activity. As a
result of such additions, total recruiting costs per hire increased to
approximately $4,500 in 1996 from approximately $3,100 in 1995.
Stock-based Compensation Expense. Stock-based compensation expense
allocated to 1996 was $12.2 million compared to $28.0 million allocated to 1995.
General and Administrative Expenses. General and administrative expenses
increased 128% to $3.7 million in 1996 from $1.6 million in 1995. This increase
was primarily attributable to hiring eight additional employees, increased rent
relating to new office space in Chicago and Wisconsin, increased depreciation,
training costs associated primarily with outside instructors and initial
staffing of the IDS business unit, including the reclassification of certain
employee salaries from cost of services and selling expenses to reflect the
change in responsibilities of these employees.
LIQUIDITY AND CAPITAL RESOURCES
On October 2, 1997, the Company completed its initial public offering of
2,990,000 shares of the Company's common stock. The Company sold 1,600,000 of
such shares.
Net proceeds to the Company from the sale of 1,600,000 shares in the
Offering was approximately $22.5 million, after deducting underwriting discounts
and commissions of $1.8 million and estimated 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.
In October, 1997 and February, 1998, the Company distributed a total of
approximately $2.8 million of the net proceeds to the Company's stockholders
owning stock of the Company prior to the 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. In
addition, the Company used approximately $2.7 million of its net proceeds from
the Offering to pay outstanding indebtedness to its lenders under a revolving
credit facility and two term notes.
The remaining net proceeds of approximately $17.0 million from the Offering
are being temporarily invested in short-term investment grade securities,
certificates of deposit or direct or guaranteed obligations of the United States
Government. Through December 31, 1997, the Company has utilized approximately
$1.0 million of such proceeds. 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, working capital, branch
expansion and possible acquisitions of related businesses.
At December 31, 1997 the Company had approximately $21.2 million of cash
and short-term investments. Prior to its Offering in October 1997, 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.
13
<PAGE> 15
Receivables have decreased to 42 days of revenues at December 31, 1997 from 43
days of revenues at December 31, 1996
Net cash flows provided from operating activities totaled $1.6 million,
$0.7 million, and $5.9 million in 1995, 1996, and 1997, respectively. The
decrease from 1995 to 1996 in net cash flow provided by operating activities was
primarily a result of the decrease in net income adjusted for non-cash
stock-based compensation from approximately $2.7 million in 1995 to $1.0 million
in 1996. The increase in net cash flow in 1997 was primarily a result of
increases in net income, accrued compensation and accounts payable, partially
offset by an increase in accounts receivable. Net cash (used in) in the
Company's investing activities, primarily to fund capital expenditures and to
purchase short-term investment grade securities in 1997, totaled ($0.1 million),
($0.9 million), and ($20.1 million) for the years ended 1995, 1996, and 1997,
respectively. Net cash provided (used in) financing activities consisted
primarily of payments on a note payable to Eugene Figliulo and dividend
distributions to stockholders, offset by the net proceeds from the issuance of
common stock in 1997.
The Company, subsequent to the Offering, has no outstanding debt. A
revolving credit facility entered into in June 1997, allows SPR to borrow up to
the lesser of (i) $2.0 million or (ii) the borrowing base, as defined, in each
case less the undrawn face amount of any letters of credit issued on behalf of
the Company. Interest is at the lender's prime rate. The revolving credit
facility matures in March 1998. The Company believes the net proceeds from the
Offering, together with existing sources of liquidity and funds generated from
operations, will provide adequate cash to fund its anticipated cash needs,
including funding the Company's growth strategy.
QUARTERLY RESULTS OF OPERATIONS
The following table sets forth certain unaudited quarterly operating
information for each of the four quarters ending with the quarter ended December
31, 1997. This data has been prepared on the same basis as the audited financial
statements, and in management's opinion, include all adjustments, consisting
only of normal recurring adjustments, necessary for the fair presentation of the
information for the periods presented. Results for any previous fiscal quarter
are not necessarily indicative of results for the full year or for any future
quarter.
<TABLE>
<CAPTION>
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
------- ------- ------- -------
(IN THOUSANDS EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1997:
Revenues.......................................... $10,529 $12,194 $14,180 $16,519
Gross Profit...................................... 3,803 4,930 5,851 6,461
Operating income.................................. 972 868 2,088 2,216
Net income......................................................................... 905
Historical net income per share -- assuming dilution............................... $0.11
Pro forma net income per share -- assuming dilution and excluding a one-time
deferred tax charge.............................................................. $0.17
</TABLE>
Operating results fluctuate based upon the timing of service offering
expansion activities, the hiring and training of consultants, the initiation and
completion of engagements, the timing of corporate expenditures, and the number
of billable days in the respective quarter.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company currently does not invest excess funds in derivative financial
instruments or other market risk sensitive instruments.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The information in response to this item is included in the financial
statements and notes thereto, and the related Independent Auditors' Report,
appearing on pages F-1 to F-15 of this Form 10-K, and in Item 7 of this Form
10-K under the caption "Quarterly Results of Operations."
14
<PAGE> 16
ITEM 9. CHANGE IN ACCOUNTANTS.
Prior to September 9, 1996 Arthur Andersen LLP served as independent public
accountants for SPR Wisconsin, SPR Tulsa, DataFlex and Systems Inc. and Ernst &
Young LLP served as independent public accountants for SPR Chicago. In
connection with the Offering, the Board of Directors of the Company on September
9, 1996 dismissed Ernst & Young LLP and selected Arthur Andersen LLP to serve as
independent public accountants for the Company and to render an opinion on the
financial statements included in this report, including the financial statements
of SPR Chicago. The Company informed Ernst & Young LLP of its dismissal on
September 9, 1996. The former auditors' report on SPR Chicago's financial
statements for the period from January 14, 1994 to December 31, 1994 and for the
year ended December 31, 1995 is not included in this report. During the period
from January 14, 1994 to December 31, 1994 and for the year ended December 31,
1995, Ernst & Young LLP's report on the financial statements of SPR Chicago did
not contain an adverse opinion, disclaimer of opinion, qualification or
modification as to uncertainty, audit scope or accounting principles. There were
no disagreements with Ernst & Young LLP on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedures
from January 14, 1994 through September 9, 1996 or with respect to SPR Chicago's
financial statements.
The Company has requested Ernst & Young LLP to furnish it a letter
addressed to the Commission stating whether it agrees with the above comments. A
copy of that letter dated August 1, 1997 was filed as an exhibit to the
Company's Registration Statement No. 333-32735.
15
<PAGE> 17
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information in response to this item is incorporated herein by
reference from the sections captioned "Election of Directors" and "Executive
Officers" of the Company's definitive Proxy Statement to be filed in connection
with the Company's 1998 Annual Meeting of Stockholders (the "Proxy Statement").
ITEM 11. EXECUTIVE COMPENSATION.
The information in response to this item is incorporated herein by
reference from the section of the Proxy Statement captioned "Executive
Compensation."
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information in response to this item is incorporated herein by
reference from the section of the Proxy Statement captioned "Security Ownership
of Management and Principal Stockholders."
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information in response to this item is incorporated herein by
reference from the section of the Proxy Statement captioned "Certain
Transactions."
16
<PAGE> 18
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS OF FORM 8-K.
(a) (1) Financial Statements.
The following financial statements and notes thereto, and the
related Independent Auditors' Report, are filed as part of this
Form 10-K on Pages F-1 to F-15:
Independent Auditors' Report
Balance Sheets at December 31, 1996 and 1997
Statements of Operations for the years ended December 31, 1995,
1996 and 1997
Statements of Stockholders' Equity for the years ended December 31,
1995, 1996 and 1997
Statements of Cash Flows for the years ended December 31, 1995,
1996 and 1997
Notes to Financial Statements
(2) Financial Statement Schedules.
All financial statement schedules have been omitted because such
schedules are not required or the information required has been
included in the financial statements and notes thereto.
(3) Exhibits
The following exhibits are filed with this report or incorporated by
reference as set forth below.
2.1 Agreement of Merger dated October 30, 1996 between the Registrant
and SPR Chicago Inc.*
2.2 Agreement of Merger dated October 31, 1996 among the
Registrant, Consulting Acquisition, Inc. and Systems and
Programming Resources, Inc.*
2.3 Agreement of Merger dated October 31, 1996 between the
Registrant and Systems and Programming Resources of Tulsa,
Inc.*
2.4 Agreement of Merger dated October 31, 1996 between the
Registrant and SPR Wisconsin, Inc.*
3.1 Certificate of Incorporation of the Registrant.*
3.1.1 Certificate of Amendment of Certificate of Incorporation.*
3.2 By-laws of the Registrant.*
4.1 Description of specimen stock certificate representing
Common Stock.*
10.1.1 Management Employment Agreement dated as of June 2, 1997
between the Registrant and Robert M. Figliulo.*
10.1.2 Management Employment Agreement dated as of June 2, 1997
between the Registrant and David A. Figliulo.*
10.1.3 Management Employment Agreement dated as of June 2, 1997
between the Registrant and Stephen J. Tober.*
10.1.4 Management Employment Agreement dated as of June 2, 1997
between the Registrant and Stephen T. Gambill.*
10.1.5 Management Employment Agreement dated as of June 2, 1997
between the Registrant and Michael J. Fletcher.*
10.4 Amended and Restated Combined Incentive and Non-statutory
Stock Option Plan.*
10.5 Revised form of employee Stock Purchase Plan.*
10.6 Lease for 2015 Spring Road, Oak Brook, Illinois.*
10.7 Lease for 400 Mid-Continent Tower, Tulsa, Oklahoma.*
10.7.1 Third Amendment to Lease for 400 Mid-Continent Tower, Tulsa,
Oklahoma.
10.8 Lease for 100 East Wisconsin Avenue, Milwaukee, Wisconsin.*
10.9 Sublease for 815 Commerce Drive, Oak Brook, Illinois.*
10.11 Form of Tax Indemnity Agreement.*
10.12 Fourth Amendment to Lease for 400 Mid-Continental Tower,
Tulsa, Oklahoma.
23.1 Consent of Arthur Andersen LLP.
27.1 Financial Data Schedule.
17
<PAGE> 19
- ---------------
*Incorporated by reference to SPR Inc.'s Registration Statement on Form S-1 (No.
333-32735), which was declared effective by the Securities Exchange Commission
on October 1, 1997.
(b) Reports on Form 8-K.
No reports on Form 8-K have been filed by the Company during the period
covered by this report.
18
<PAGE> 20
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders of SPR Inc. :
We have audited the accompanying balance sheets of SPR Inc. ( a Delaware
corporation) as of December 31, 1996 and 1997 and the related statements of
operations, stockholders' equity and cash flows for each of the three years in
the period ended December 31, 1997. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of SPR Inc. as of December 31,
1996 and 1997, and the results of its operations and its cash flows for each of
the three years in the period ended December 31, 1997, in conformity with
generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Chicago, Illinois
January 23, 1998
F-1
<PAGE> 21
SPR INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------
1996 1997
------------ -----------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................. $ 356,179 $ 2,133,357
Accounts receivable, net.................................. 4,272,655 7,832,821
Short-term Investments.................................... -- 19,025,000
Notes receivable:
Related parties......................................... 181,245 --
Employees............................................... 74,190 63,311
Prepaid expenses and other................................ 727,471 431,101
------------ -----------
Total current assets...................................... 5,611,740 29,485,590
------------ -----------
Property and equipment, at cost:
Leasehold improvements.................................... 111,318 201,741
Computer equipment and software........................... 1,043,782 1,772,554
Office furniture and equipment............................ 672,105 995,732
------------ -----------
1,827,205 2,970,027
Less -- accumulated depreciation and amortization......... (308,046) (696,192)
------------ -----------
Property and Equipment, net............................. 1,519,159 2,273,835
Deferred taxes.............................................. -- 183,554
------------ -----------
Total assets................................................ $ 7,130,899 $31,942,979
============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Line of credit and revolving loan......................... $ 1,300,000 $ --
Current portion of term note.............................. 44,967 --
Note payable -- related party............................. 641,266 --
Current portion of capital lease obligations.............. 64,094 26,604
Accounts payable.......................................... 959,492 1,291,951
Dividends payable to stockholders......................... -- 250,510
Income taxes payable...................................... -- 1,323,026
Accrued expenses:
Payroll and payroll related............................. 1,319,950 2,776,526
Other................................................... 87,555 363,707
Deferred income taxes..................................... -- 356,400
------------ -----------
Total current liabilities............................... 4,417,324 6,388,724
------------ -----------
Commitments and contingencies
Long-term liabilities:
Term note, excluding current portion...................... 171,038 --
Capital lease obligations, net of current portion......... 35,189 8,583
Deferred income taxes..................................... -- 16,000
------------ -----------
Total long-term liabilities............................. 206,227 24,583
------------ -----------
STOCKHOLDERS' EQUITY
Common stock $.01 par, 25,000,000 shares authorized,
6,467,400 and 8,091,371 shares issued and outstanding at
December 31, 1996 and 1997, respectively.................. 64,674 80,914
Preferred stock, $.01 par, 3,000,000 shares authorized, no
shares issued and outstanding............................. -- --
Additional paid in capital.................................. 46,734,862 24,544,258
Retained earnings (deficit)................................. (44,292,188) 904,500
------------ -----------
Total stockholders' equity.................................. 2,507,348 25,529,672
------------ -----------
Total liabilities and stockholders' equity.................. $ 7,130,899 $31,942,979
============ ===========
</TABLE>
The accompanying notes to financial statements are an integral part of these
statements.
F-2
<PAGE> 22
SPR INC.
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------------------------
1995 1996 1997
------------ ------------ -----------
<S> <C> <C> <C>
Revenues........................................ $ 22,907,928 $ 32,510,743 $53,421,924
Cost of Services................................ 15,525,198 23,287,234 32,376,687
------------ ------------ -----------
Gross Profit.................................. 7,382,730 9,223,509 21,045,237
Costs and Expenses
Selling....................................... 2,141,374 3,046,045 4,855,567
Recruiting.................................... 776,651 1,323,105 1,608,059
Stock-based compensation...................... 27,986,681 12,231,085 --
General and administrative expenses........... 1,642,112 3,741,574 8,437,804
------------ ------------ -----------
Total costs and expenses................... 32,546,818 20,341,809 14,901,430
------------ ------------ -----------
Operating income (loss)......................... (25,164,088) (11,118,300) 6,143,807
Other income (expense)
Interest expense.............................. (160,484) (122,862) (178,783)
Interest income............................... 51,477 39,329 266,851
Other, net.................................... -- 13,176 (41,257)
------------ ------------ -----------
Total other income (expense)............... (109,007) (70,357) 46,811
------------ ------------ -----------
Income (loss) before income taxes............... (25,273,095) (11,188,657) 6,190,618
Provision for income taxes...................... 20,788 9,000 1,552,422
------------ ------------ -----------
Net income (loss)............................... $(25,293,883) $(11,197,657) $ 4,638,196
============ ============ ===========
Historical basic net income (loss) per share.... $ (3.91) $ (1.73) $ 0.68
============ ============ ===========
Historical diluted net income (loss) per
share......................................... $ (3.91) $ (1.73) $ 0.65
============ ============ ===========
Pro forma income data (unaudited):
Net income (loss) as reported................. $(25,293,883) $(11,197,657) $ 4,638,196
Pro forma adjustment to recognize "C"
corporation provision for income taxes..... 1,064,646 407,971 1,469,071
------------ ------------ -----------
Pro forma net income (loss)................... $(26,358,529) $(11,605,628) $ 3,169,125
============ ============ ===========
Pro forma basic net income (loss) per share... $ (4.08) $ (1.79) $ 0.46
============ ============ ===========
Pro forma diluted net income (loss) per
share...................................... $ (4.08) $ (1.79) $ 0.45
============ ============ ===========
Pro forma net income per share -- assuming
dilution and excluding a one-time deferred
tax charge................................. $ 0.52
===========
</TABLE>
The accompanying notes to financial statements are an integral part of these
statements.
F-3
<PAGE> 23
SPR INC.
STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL RETAINED TOTAL
------------------- PAID-IN EARNINGS STOCKHOLDERS'
SHARES AMOUNT CAPITAL (DEFICIT) EQUITY
--------- ------- ------------ ------------ -------------
<S> <C> <C> <C> <C> <C>
Balance at December 31,
1994........................ 6,467,400 $64,674 $ 6,517,096 $ (6,255,426) $ 326,344
Net loss.................... -- -- -- (25,293,883) (25,293,883)
Distributions............... -- -- -- (744,559) (744,559)
Stock-based compensation.... -- -- 27,986,681 -- 27,986,681
--------- ------- ------------ ------------ ------------
Balance at December 31,
1995........................ 6,467,400 64,674 34,503,777 (32,293,868) 2,274,583
Net loss.................... -- -- -- (11,197,657) (11,197,657)
Distributions............... -- -- -- (800,663) (800,663)
Stock-based compensation.... -- -- 12,231,085 -- 12,231,085
--------- ------- ------------ ------------ ------------
Balance at December 31,
1996........................ 6,467,400 64,674 46,734,862 (44,292,188) 2,507,348
Employee stock purchase
plan..................... 23,971 240 324,342 -- 324,582
Capitalization of S
corporation earnings
(loss) in conjunction
with termination of S
corporation election on
October 1, 1997.......... -- -- (45,444,263) 45,444,263 --
Net income.................. -- -- -- 4,638,196 4,638,196
Distributions............... -- -- -- (4,885,771) (4,885,771)
Vesting of stock options.... -- -- 458,886 -- 458,886
Sale of stock in initial
public offering, net..... 1,600,000 16,000 22,470,431 -- 22,486,431
--------- ------- ------------ ------------ ------------
Balance at December 31,
1997........................ 8,091,371 $80,914 $ 24,544,258 $ 904,500 $ 25,529,672
========= ======= ============ ============ ============
</TABLE>
The accompanying notes to financial statements are an integral part of these
statements.
F-4
<PAGE> 24
SPR INC.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------------------------
1995 1996 1997
------------ ------------ -------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) for the period................ $(25,293,883) $(11,197,657) $ 4,638,196
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation and amortization................... 51,259 252,215 435,151
Deferred taxes.................................. -- -- 188,846
Expense related to grant of stock options....... -- -- 458,886
Stock-based compensation........................ 27,986,681 12,231,085 --
Loss on sale of property and equipment.......... -- -- 41,257
Increase in accounts receivable................. (1,623,833) (1,176,435) (3,560,166)
(Increase) decrease in prepaid expenses and
other........................................ (225,640) (432,637) 296,370
Increase in accounts payable.................... 300,537 556,866 332,459
Increase in accrued expenses and income taxes
payable...................................... 373,047 450,827 3,055,754
------------ ------------ -------------
Net cash provided by operating activities....... 1,568,168 684,264 5,886,753
------------ ------------ -------------
Cash flows from investing activities:
Purchases of property and equipment............. (332,721) (1,238,595) (1,231,084)
Purchases of short-term investments............. -- -- (182,104,000)
Sales/Maturity of short-term investments........ -- -- 163,079,000
(Increase) decrease in notes receivable --
other........................................ (75,000) 75,000 10,879
Decrease in notes receivable -- related
parties...................................... 338,773 260,682 181,245
------------ ------------ -------------
Net cash used in investing activities........... (68,948) (902,913) (20,063,960)
------------ ------------ -------------
Cash flows from financing activities:
Proceeds from the sale of common stock in
initial public offering, net of issuance
costs........................................ -- -- 22,486,431
Payments on note payable -- related party....... (720,000) (1,200,000) (641,266)
Proceeds from employee stock purchase plan...... -- -- 324,582
Distributions................................... (744,559) (800,663) (4,635,261)
Payments on capital lease obligations........... (9,183) (49,020) (64,096)
Borrowings on term note payable................. -- 250,000 --
Payments on term note payable................... -- (33,995) (216,005)
Net borrowings on line of credit and term
note......................................... -- 1,300,000 (1,300,000)
------------ ------------ -------------
Net cash provided by (used in) financing
activities................................... (1,473,742) (533,678) 15,954,385
------------ ------------ -------------
Net increase (decrease) in cash................. 25,478 (752,327) 1,777,178
Cash and cash equivalents, beginning of period.... 1,083,028 1,108,506 356,179
------------ ------------ -------------
Cash and cash equivalents, end of period.......... $ 1,108,506 $ 356,179 $ 2,133,357
============ ============ =============
Supplemental disclosure of Cash payments made for:
Interest........................................ $ 143,148 $ 135,792 $ 178,783
Income taxes.................................... 72,087 9,000 40,550
============ ============ =============
Supplemental disclosure of noncash investing and
financing activities:
Investment in equipment through issuance of
capitalized lease obligations................ $ 117,559 $ 39,926 $ --
============ ============ =============
</TABLE>
The accompanying notes to financial statements are an integral part of these
statements.
F-5
<PAGE> 25
SPR INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 -- BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
(a) Business -- SPR INC. (THE COMPANY) provides information technology
services to clients in a variety of industry groups including retail, financial
services, healthcare, insurance, manufacturing, oil and gas, transportation and
utilities. The Company provides its clients with three levels of consulting
support which are distinguished by the degree of responsibility the Company
assumes: strategic planning, project management and implementation. Within this
framework, SPR currently provides outsourcing services through four service
offerings: Systems Re-engineering, Century Date Compliance, Application
Management and Information Delivery Services ("IDS") in addition to providing
General Consulting services.
(b) Basis of Presentation -- SPR Inc. was formed on October 29, 1996.
During October, 1996, Systems and Programming Resources, Inc., Systems &
Programming Resources of Tulsa, Inc., SPR-Wisconsin, Inc., SPR Chicago Inc., and
Consulting Acquisition, Inc. (d.b.a. DataFlex) merged into SPR Inc. at which
time the stockholders of such companies received an aggregate of 6,467,191
shares of common stock of SPR Inc. Systems and Programming Resources, Inc.,
SPR-Wisconsin, Inc., SPR Chicago Inc., Consulting Acquisition, Inc. and SPR Inc.
are under common ownership and control and were accounted for at historical cost
as a reorganization of entities under common control (similar to the pooling of
interests method of accounting). The merger of Systems & Programming Resources
of Tulsa, Inc. into SPR Inc. was accounted for using the pooling of interests
method of accounting. The accompanying financial statements of the Company have
been prepared to give retroactive effect to the merger.
(c) Cash Equivalents and Short-Term Investments -- Cash equivalents are
comprised of certain highly liquid investments with original maturities of less
than three months.
(d) Accounts Receivable -- Accounts receivable include fees and expenses
for services rendered prior to year end which were billed subsequent to year
end. Amounts relating to such fees and expenses included in accounts receivable
are $919,956 and $1,733,359 at December 31, 1996 and 1997, respectively. The
allowance for doubtful accounts was $74,399 and $843,695 as of December 31, 1996
and 1997, respectively. A summary of the activity in allowance for doubtful
accounts for the years ended December 31, 1995, 1996, and 1997 is as follows:
<TABLE>
<CAPTION>
BALANCE AT CHARGED TO BALANCE AT
BEGINNING COSTS AND END OF
OF YEAR EXPENSES WRITE-OFFS YEAR
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
1995 Allowance for Doubtful Accounts.............. $89,153 $ (28,753) $28,500 $ 31,900
1996 Allowance for Doubtful Accounts.............. $31,900 $ 45,000 $ 2,501 $ 74,399
1997 Allowance for Doubtful Accounts.............. $74,399 $ 852,747 $83,451 $843,695
</TABLE>
(e) Short-term investments -- The Company invests in marketable securities
with maturities of twelve months or less. These securities include municipal
bonds, corporate bonds, federal home mortgages and Euro currency. The Company
accounts for its investments using Statement of Financial Accounting Standard
No. 115, "Accounting for Certain Investments in Debt and Equity Securities"
("SFAS No. 115"). Management determines the classification of investments under
SFAS No. 115 at the time of purchase and reevaluates such classifications as of
each balance sheet date. Securities that were designated as available for sale
as of December 31, 1997 consist of municipal bonds totaling $6,000,000.
Investments designated as held to maturity as of December 31, 1997 consist of
corporate bonds totaling $6,015,000, federal bank and mortgage debt totaling
$5,910,000, and Euro currency totaling $1,100,000. These held to maturity
investments are stated at cost as it is the intent of the Company to hold these
securities until maturity. The market value of all investments approximates cost
as of December 31, 1997.
At December 31, 1997 total investment income related to the securities was
$253,503 of which $244,506 was interest income and $8,997 was dividend income.
F-6
<PAGE> 26
(f) Prepaid Expenses and Other -- Prepaid expenses and other includes
$477,653 in Initial Public Offering-related costs at December 31, 1996.
(g) Revenue Recognition -- Revenues are recognized as the related services
are performed. Clients are generally billed on a time and materials basis. In
June 1997, the Company entered into a fixed-price billing engagement. Services
on this engagement commenced in July, 1997. The Company accounts for this
engagement under the percentage-of-completion method, using costs incurred to
date in relation to estimated total costs of the contract to measure the stage
of completion. The cumulative effects of revisions of estimated total contract
costs and revenues are recorded in the period in which the facts requiring the
revision become known.
(h) Property and Equipment -- Property and equipment are stated at cost.
Expenditures for repair and maintenance are charged to expense as incurred.
Depreciation and amortization are computed using the straight-line method. The
estimated useful lives used in computing depreciation and amortization for
financial statement purposes are as follows:
<TABLE>
<CAPTION>
ASSET DESCRIPTION ASSET LIFE
----------------- ----------
<S> <C>
Leasehold improvements.................................. Shorter of lease term or
estimated useful life of the
asset
Computer equipment and software......................... 5 years
Office furniture and equipment.......................... 5 to 7 years
</TABLE>
(i) Distributions -- Distributions are recorded when declared by the Board
of Directors.
(j) Use of Estimates -- The preparation of financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
(k) Income Taxes -- Prior to the consummation of the initial public
offering on October 1, 1997, 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. At this time, the retained deficit of the
Company was reclassified and netted against additional paid-in capital.
(l) Pro forma net income and income (loss) per share -- The pro forma net
income and net income (loss) per share include a provision for federal and state
income taxes as if the Company had been a C corporation for all periods
presented.
(m) New accounting pronouncement -- Comprehensive Income -- In June 1997,
the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 130, ("SFAS No. 130"), "Reporting Comprehensive
Income", which establishes standards for reporting of comprehensive income. This
pronouncement requires that all items recognized under accounting standards as
components of comprehensive income, as defined in the pronouncement, be reported
in a financial statement that is displayed with the same prominence as other
financial statements. Comprehensive income includes all changes in equity during
a period except those resulting from investments by share owners and
distributions to share owners. The financial statement presentation required
under SFAS No. 130 is effective for all fiscal years beginning after December
15, 1997. The Company will adopt SFAS No. 130 in 1998. The impact of adopting
this pronouncement has not been determined as of December 31, 1997.
NOTE 2 -- CONCENTRATION OF CREDIT RISK
The Company's financial instruments that are exposed to concentrations of
credit risk consist of accounts receivable and investments. The Company places
its investments with high quality financial institutions. The Company reviews a
customer's credit history before extending credit. In addition, the Company
routinely
F-7
<PAGE> 27
assesses the financial strength of its customers and, as a consequence, believes
that its accounts receivable credit risk is limited.
During 1997 the Company began performing services for a client which filed
for Chapter 11 bankruptcy during the third quarter of 1997. This customer
accounted for approximately 8% of revenues for the year ended December 31, 1997
and the Company is continuing to perform services for this customer.
The Company's customers are predominantly in the Midwest, with the majority
of customers located in Chicago, Tulsa, Milwaukee and Dallas. One customer in
the insurance industry accounted for approximately 11%, 16% and 12% of revenues
for the years ended December 31, 1995, 1996 and 1997, respectively. The Company
has no off balance sheet credit risk.
NOTE 3 -- NOTES RECEIVABLE FROM RELATED PARTIES
Notes receivable consist of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
------------------
1996 1997
------- -------
<S> <C> <C>
Stockholder notes receivable, unsecured, payable on demand,
interest at 7%............................................ $44,745 $ --
Stockholder notes receivable, unsecured, payable on demand,
interest at 6%............................................ 100,000 --
Stockholder note receivable, unsecured, payable on demand,
interest at prime plus 1%................................. 36,500 --
------- -------
Total notes receivable from related parties................. 181,245 --
Less--current portion....................................... 181,245 --
------- -------
$ -- $ --
======= =======
</TABLE>
NOTE 4 -- INCOME TAXES
Prior to the initial public offering of the Company's Common Stock
completed on October 1, 1997, the Company included its income and expenses with
those of its stockholders for Federal and certain state income tax purposes (an
S Corporation election). By this election, income of the Company is taxable to
the stockholders. In connection with the Company's initial public offering in
October, 1997, the Company terminated its S corporation election and converted
to a C corporation and accordingly recorded a deferred income tax liability and
corresponding income tax expense of $712,000, arising from the change in the
Company's tax status and a change from the cash basis to the accrual basis of
accounting for tax purposes. Beginning October 1, 1997, the Company provides for
deferred income taxes under the asset and liability method of accounting for
income taxes. This method requires the recognition of deferred income taxes
based upon the tax consequences of "temporary differences" by applying enacted
statutory tax rates applicable to future years to differences between the
financial statements carrying amounts and the tax basis of existing assets and
liabilities.
Prior to consummation of the Offering, the Company made a distribution to
its existing stockholders of part of the Company's undistributed S corporation
earnings.
F-8
<PAGE> 28
The provision for income taxes for the year ended December 31, 1997,
consists of the following:
<TABLE>
<S> <C>
Current:
Federal................................................... $1,202,361
State..................................................... 161,215
----------
Total current provision................................ 1,363,576
Deferred:
Federal................................................... (445,264)
State..................................................... (77,890)
----------
Total deferred provision............................... (523,154)
Initial recognition of deferred income taxes resulting
from change in tax status................................. 712,000
----------
Total income tax provision............................. $1,552,422
==========
</TABLE>
A reconciliation of the Statutory Federal tax rate to the pro forma and
actual effective income tax rate for the year ended December 31, 1997, is as
follows:
<TABLE>
<CAPTION>
PRO FORMA ACTUAL
--------- -------
<S> <C> <C>
Statutory rate.............................................. 34.0% 34.0%
State taxes, net of federal benefit......................... 4.6% 1.0%
S-corporation income taxed to its shareholders.............. --% (24.0)%
Income taxes recognized as a result of a change in tax
status.................................................... --% 11.5%
Increase in valuation allowance............................. 6.5% 1.6%
Other....................................................... 3.7% 1.0%
----- -------
Effective rate............................................ 48.8% 25.1%
===== =======
</TABLE>
The pro forma income (loss) data in the Statements of Operations provides
information as if the Company had been treated as a C corporation for income tax
purposes for all periods presented.
The significant components of the Company's deferred income tax assets and
liabilities as of December 31, 1997 are as follows:
<TABLE>
<S> <C>
Deferred income tax assets:
Payroll and related....................................... $ 311,196
Allowance for doubtful accounts........................... 75,501
Stock options............................................. 153,360
Intangibles............................................... 965,064
-----------
Total deferred tax assets.............................. 1,505,121
Valuation allowance.................................... (1,321,567)
-----------
Net deferred income tax assets......................... $ 183,554
===========
Deferred income tax liabilities:
Change in tax accounting method (cash to accrual)......... $ 356,400
Depreciation.............................................. 16,000
-----------
Total deferred income tax liabilities.................. $ 372,400
===========
</TABLE>
The Company establishes valuation allowances in accordance with the
provisions of SFAS No. 109. The Company continually reviews the adequacy of the
valuation allowance and is recognizing these benefits only as reassessment
indicates that it is more likely than not that the benefits will be realized.
In connection with the Offering, the Company entered into a tax indemnity
agreement with each of its current stockholders which provides, among other
things, that the Company will indemnify such stockholders
F-9
<PAGE> 29
against additional income taxes resulting from adjustments made (as a result of
a final determination made by a competent tax authority) to the taxable income
reported by the Company as an S corporation for periods prior to the Offering,
but only to the extent those adjustments result in a decrease in income taxes
otherwise payable by the Company as a C corporation for periods after the
Offering.
NOTE 5 -- LINES OF CREDIT AND LONG-TERM DEBT
As of December 31, 1996, the Company had line of credit agreements that
allowed for maximum borrowings of $2,500,000 and were limited based upon a
percentage of eligible accounts receivable, as defined. Interest was at the
applicable bank's prime rate. Borrowings were collateralized by certain assets
including accounts receivable. One agreement provided for maximum borrowings of
$2,000,000 and expired in May, 1997. Another line of credit agreement which
provided for maximum borrowings of $500,000 was canceled in May, 1997. At
December 31, 1996, borrowings outstanding were $1,300,000.
In June, 1997, the Company entered into a loan agreement which provides for
a revolving loan facility and a term loan facility. The revolving loan facility
allows for maximum borrowings of the lesser of (a) $2,000,000 less the undrawn
face amount of letters of credit or (b) the borrowing base, as defined, less the
undrawn face amount of letters of credit. Interest on revolving loans is at the
bank's prime rate (8.5% at December 31, 1997). The revolving loan matures in
March, 1998. The term loan facility provided for maximum borrowings of
$2,000,000 for use for certain purposes and was canceled upon consummation of
the Initial Public Offering in October 1997. Interest on the term loan was
payable quarterly at the prime rate plus 1% (9.5% at December 31, 1997). The
Company paid off borrowings under these facilities using proceeds from the
offering. As of December 31, 1997 there are no loans outstanding and the Company
may borrow $1,900,000 under the revolving loan facility.
Substantially all assets of the Company are collateral for borrowings under
the agreement. The loan agreement contains certain restrictions, prohibiting,
among other things, additional indebtedness without the lender's consent. The
loan agreement also contains certain covenants including, among others, a
requirement of a cash flow coverage ratio of not less than 1.10 to 1.0. As of
December 31, 1997 the Company was in compliance with all loan covenants. Fair
value of debt approximates book value at the balance sheet dates.
Long-term and related party debt consists of the following:
<TABLE>
<CAPTION>
DECEMBER 31
-------------------
1996 1997
-------- -------
<S> <C> <C>
Note payable to stockholder, unsecured, due August, 1997,
payable in monthly installments of $80,000 plus interest
at 6.75%.................................................. $641,266 $ --
Term note payable, due December 31, 2000, payable in monthly
installments of $5,190, including interest at 9%,
collateralized by certain accounts receivable and other
assets.................................................... 216,005 --
Capital lease obligations, collateralized by certain
equipment, personally guaranteed by a stockholder,
interest rates ranging from 7.75% to 8%................... 99,283 35,187
-------- -------
Total long-term debt........................................ 956,554 35,187
Less -- current maturities.................................. 750,327 26,604
-------- -------
$206,227 $ 8,583
======== =======
</TABLE>
The aggregate maturities of long-term and related party debt are as follows:
<TABLE>
<S> <C>
1998........................................................ $26,604
1999........................................................ 8,583
-------
Total long term-debt........................................ $35,187
=======
</TABLE>
F-10
<PAGE> 30
NOTE 6 -- LEASE AGREEMENTS
The Company leases its office facilities under operating lease agreements
which expire at various times through 2004. In addition, the Company leases
certain equipment under operating lease agreements.
In addition to the minimum future rental payments, the Company is obligated
to pay certain operating expenses relating to its leased properties and
equipment. Total expense under operating leases was $187,666, $420,043, and
$684,414 for the years ended December 31, 1995, 1996 and 1997, respectively.
The following is a schedule of minimum future rental payments required
under the operating leases:
<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31,
------------------------
<S> <C>
1998........................................................ $ 592,611
1999........................................................ 584,634
2000........................................................ 604,400
2001........................................................ 552,138
2002........................................................ 328,659
Thereafter.................................................. 327,627
----------
Total minimum payments required............................. $2,990,069
==========
</TABLE>
NOTE 7 -- 401(K) PROFIT-SHARING PLAN
The Company has a contributory 401(k) profit-sharing plan (the Plan)
covering substantially all full-time employees with a service period greater
than 90 days. The Plan allows participants to contribute up to 15% of their
total compensation on a pretax basis, up to a specified amount. The Company is
required to contribute annually one-fourth of the first $2,000 of the
participants' contribution, up to a maximum of $500 per participant. The total
Company contribution was approximately $27,202, $66,865 and $126,461 for the
years ended December 31, 1995, 1996 and 1997, respectively.
NOTE 8 -- LICENSE AGREEMENT
In October, 1995, the Company entered into a nonexclusive agreement with an
unaffiliated technical services company operating in New York and other markets
where the Company is not currently doing business, whereby the Company licenses
its Century Date Compliance methodology. In contracts involving Century Date
Compliance in which the unaffiliated company is the prime contractor and the
engagement is not handled as a joint venture, the unaffiliated company is
obligated to pay SPR Inc. a license fee ranging from 4% to 9% of revenues. For
the year ended December 31, 1996 and 1997, the Company was paid approximately
$18,000 and $51,000, respectively in license fees.
NOTE 9 -- COMMITMENTS AND CONTINGENCIES
Letter of Credit -- The Company had letters of credit of $119,500 and
$100,000 at December 31, 1996 and 1997 as security for a lease agreement. The
letter of credit is renewable each year.
Litigation -- In the ordinary course of conducting its business the Company
becomes involved in various lawsuits related to its business. The Company does
not believe that the ultimate resolution of these matters will be material to
its business, financial position or results of operations.
Employment Contracts -- During 1997, the Company entered into employment
contracts with certain employees. The employment contracts provide that in the
event of a change in control, the employee is entitled to a sum equal to (i) one
year of the employee's effective annual base compensation immediately prior to
the termination date plus (ii) the prior year's cash bonus plus (iii) cash value
in the health plan. If a change in control had occurred, as defined, at December
31, 1997, the Company's total commitment under the employment contracts would
have been approximately $2,300,000.
F-11
<PAGE> 31
NOTE 10 -- BUSINESS COMBINATION
During October 1996, SPR Inc. acquired by merger all the common stock of
Systems & Programming Resources of Tulsa, Inc. in exchange for 1,206,259 shares
of SPR Inc.'s common stock. This company provided information technology
services to clients in a variety of industry groups. The transaction was
accounted for as a pooling of interests, and accordingly, the financial
statements for all periods presented have been restated to include the accounts
of this company.
Revenues and net income, net of intercompany elimination's of the separate
companies for the periods preceding the acquisition were:
<TABLE>
<CAPTION>
SPR INC. INCLUDING
SYSTEMS AND PROGRAMMING SYSTEMS &
RESOURCES, INC., SPR-WISCONSIN, INC., PROGRAMMING
SPR CHICAGO INC. AND DATAFLEX RESOURCES OF TULSA, INC.
------------------------------------- ------------------------
<S> <C> <C>
Ten months ended October 31, 1996
Revenues............................... 18,447,117 $8,128,336
Net income (loss), net of intercompany
elimination's....................... (11,265,184) 541,651
Year ended December 31, 1995
Revenues............................... 16,097,512 6,810,416
Net income (loss), net of intercompany
elimination's....................... (26,042,094) 748,211
</TABLE>
NOTE 11 -- STOCK-BASED COMPENSATION
Systems and Programming Resources, Inc. entered into a series of
transactions with stockholders/employees from January 1994 through October 1996.
Certain assets and certain liabilities were transferred to SPR Chicago Inc. and
SPR-Wisconsin, Inc. during 1994 that were subsequently transferred to SPR Inc.
in 1996. Because the transactions were among family members within a control
group, the stockholders of SPR Chicago Inc. and SPR-Wisconsin, Inc. were
effectively granted a variable compensation arrangement that is measured by the
increase in the estimated value of these companies (as determined by management)
since 1994. Compensation expense was calculated as follows: (1) multiply the
number of shares of Common Stock owned by the former stockholders of SPR Chicago
Inc. and SPR-Wisconsin, Inc. by the estimated market value per share of the
Company's stock (which was estimated at $15.00 per share in 1995 and $14.00 per
share in 1996); (2) then subtract the payments made by SPR Chicago Inc. and
SPR-Wisconsin, Inc. to the Company on the original acquisition notes; (3) then
subtract the value of the shares received by the stockholders of SPR Chicago
Inc. and SPR-Wisconsin, Inc. attributable to such stockholders' interests in
Consulting Acquisition, Inc. and Systems and Programming Resources, Inc.
Compensation expense was allocated to each period presented based on the
increase in the estimated market values of SPR Chicago Inc. and SPR-Wisconsin.
Inc. which was determined primarily based on revenue growth of each of the
respective companies. The estimated increase in value of SPR-Wisconsin, Inc.
from 1995 to 1996 was 26.25%. The estimated increase in value of SPR Chicago
Inc. from 1995 to 1996 was 32.76%. The final measurement occurred when the
relative ownership interests in SPR Inc. were determined in October 1996. The
ownership interests of the former stockholders of SPR Chicago Inc. and
SPR-Wisconsin, Inc. was collectively 63.99% of the Company as of October 1996.
Compensation expense relating to this arrangement is recorded in the
accompanying statements of operations as stock-based compensation with the
corresponding credit included in additional paid-in-capital.
NOTE 12 -- STOCK PLANS
DESCRIPTION
In November, 1996, the Company adopted an Employee Stock Purchase Plan and
a Combined Incentive and Non-statutory Stock Option Plan. 500,000 shares of
common stock are reserved for issuance under the Employee Stock Purchase Plan
and 1,044,252 shares of common stock are reserved for issuance under the
Combined Incentive and Non-statutory Stock Option Plan.
F-12
<PAGE> 32
On December 31, 1996, options to purchase an aggregate of 461,559 shares of
common stock were granted at an exercise price of $13.41 per share. On March 5,
1997 the Company canceled all the 461,559 outstanding options that were granted
on December 31, 1996 at an exercise price of $13.41 per share and granted
options to purchase an aggregate of 461,559 shares of common stock at an
exercise price of $11.49 per share. On June 2, 1997 the Company canceled the
options to purchase an aggregate of 461,559 shares of Common Stock that were
granted on March 5, 1997. The Company granted options to purchase 819,216 shares
of common stock at an exercise price of $7.66 per share to certain employees and
directors on June 2, 1997. Of these options, 276,725 are non-statutory stock
options which are presently exercisable and 537,792 are non-statutory stock
options which generally vest over a five-year period at a rate of 20% per year.
The Company cancelled options to purchase 4,699 shares during 1997. The Company
determined that the exercise price of $7.66 was $1.34 per share below the fair
market value of the common stock on June 2, 1997. As a result, the Company
recognized non-cash compensation expense of $458,886, which is included in
general and administrative expenses in the accompanying statements of operations
for the year ended December 31, 1997. Over the next five years, as the remaining
537,792 options vest, the Company will recognize additional non-cash
compensation expense of up to approximately $639,000 (or up to approximately
$150,000 per year).
The Employee Stock Purchase Plan permits eligible employees who customarily
work more than twenty hours per week and more than five months in any calendar
year to purchase common stock through payroll deductions of up to 20% of their
total cash compensation provided that no employee may purchase more than $25,000
worth of stock in any calendar year. The purchase price is the lesser of 85% of
the market value of the common stock on the first or last day of the offering
period, as defined.
The Combined Incentive and Non-statutory Stock Option Plan provides that
awards may be granted to employees, officers and directors of the Company.
Awards may consist of non-statutory stock options and incentive stock options to
purchase shares of common stock and stock appreciation rights (SARs). Incentive
stock options (ISOs) generally vest over a five-year period at the rate of 20%
per year. The exercise price per share of common stock may not be less than 85%
(100% in the case of an ISO) of the fair market value of the common stock on the
date the option is granted. Options and SARs granted under the option plan must
generally be exercised within fifteen years from the date of grant (ten years in
the case of ISOs). In the case of any eligible employee who owns stock
possessing more than 10% of the voting power of stock, the exercise price of any
ISOs granted may not be less than 110% of the fair market value of the common
stock on the date of grant and the exercise period may not exceed five years
from the date of grant.
F-13
<PAGE> 33
ACTIVITY
Stock option activity for the Company's Combined Incentive and
Non-statutory Stock Option Plan for the years ended December 31, 1996 and 1997
is as follows:
<TABLE>
<CAPTION>
INCENTIVE STOCK WEIGHTED NON-STATUTORY WEIGHTED
OPTIONS AVERAGE STOCK OPTIONS AVERAGE
----------------- EXERCISE ---------------- EXERCISE
SHARES PRICE PRICE SHARES PRICE PRICE
-------- ------ -------- ------- ------ --------
<S> <C> <C> <C> <C> <C> <C>
Outstanding as of December 31,
1995.............................. -- $ -- $ -- -- $ -- $ --
Granted........................... 430,232 13.41 13.41 31,327 13.41 13.41
Outstanding as of December 31,
1996.............................. 430,232 13.41 13.41 31,327 13.41 13.41
-------- -------
Stock options exercisable at
December 31, 1996................. -- 31,327
-------- -------
Canceled.......................... (430,232) $13.41 13.41 (31,327) $13.41 13.41
Granted........................... 430,232 11.49 11.49 31,327 11.49 11.49
Canceled.......................... (430,232) 11.49 11.49 (31,327) 11.49 11.49
Granted........................... -- -- -- 819,216 7.66 7.66
Canceled.......................... -- -- -- (4,699) 7.66 7.66
-------- ------ ------ ------- ------ ------
Outstanding as of December 31,
1997.............................. -- $ -- $ -- 814,517 $ 7.66 $ 7.66
======== ====== ====== ======= ====== ======
Stock options exercisable at
December 31, 1997................. -- $ -- $ -- 276,725 $ 7.66 $ 7.66
======== ====== ====== ======= ====== ======
</TABLE>
ACCOUNTING
The Company currently utilizes Accounting Principles Board Opinion No. 25
in its accounting for stock options. In October, 1995, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards No. 123
("Statement 123"), "Accounting for Stock-based Compensation." The accounting
method as provided in the pronouncement is not required to be adopted; however,
it is encouraged. The Company is not adopting the accounting provisions of
Statement 123. Had the Company accounted for its stock options in accordance
with Statement 123 historical net income (loss) would have been approximately
$3,678,857 and $(11,315,377) for the years ended December 31, 1997 and 1996,
respectively. The Company's pro forma for Statement 123 historical basic net
income per share and pro forma for Statement 123 historical diluted net income
per share would have been $0.54 and $0.52 per share for the year ended December
31, 1997, respectively. The Company's pro forma for Statement 123 historical and
diluted net loss per share would have been $(1.75) per share for the year ended
December 31, 1996. The pro forma disclosure is not likely to be indicative of
pro forma results which may be expected in future years because of the fact that
options vest over several years. Compensation expense is recognized as the
options vest and additional awards may also be granted.
For purposes of determining the pro forma effect of these options, the fair
value of each option is estimated on the date of grant based on the
Black-Scholes option pricing model assuming among other things, no dividend
yield, expected volatility of 41%, risk free interest rates between 6.11% and
6.52% and expected life of 5.0 years.
The weighted average fair value of options granted under the Company's
Non-Statutory and Incentive Stock Option Plans for the year ended 1997 and 1996
was $4.71 and $6.54, respectively. As of December 31, 1997 the remaining
contractual life of all options was approximately ten to fifteen years.
NOTE 13 -- EARNINGS PER SHARE
In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards (SFAS) No. 128 "Earnings Per Share". SFAS No.
128 changed the methodology of calculating earnings per share and renamed the
two calculations to basic earnings per share and diluted earnings per share. The
Company adopted SFAS No. 128 in December 1997 and has retroactively restated all
periods presented. Basic earnings per common share are based on the average
quarterly weighted average number of shares of
F-14
<PAGE> 34
common stock outstanding. Diluted earnings per common share are adjusted for the
assumed exercise of dilutive stock options. Under the requirements of SFAS No.
128, the Company's basic and diluted per share amounts for the years ending
December 31, 1995, 1996, and 1997 would be as follows:
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DECEMBER 31, 1995 DECEMBER 31, 1996
------------------------------------ ------------------------------------
PER SHARE PER SHARE
HISTORICAL INCOME SHARES AMOUNT INCOME SHARES AMOUNT
---------- ------------ --------- --------- ------------ --------- ---------
<S> <C> <C> <C> <C> <C> <C>
HISTORICAL BASIC EPS
Income(loss) available to Common
stockholders...................... $(25,293,883) 6,467,400 $(3.91) $(11,197,657) 6,467,400 $(1.73)
EFFECT OF DILUTIVE SECURITIES
Stock options...................... -- -- -- -- -- --
------------ --------- ------ ------------ --------- ------
HISTORICAL DILUTED EPS
Income(loss) available to Common
stockholders Plus assumed
exercises......................... $(25,293,883) 6,467,400 $(3.91) $(11,197,657) 6,467,400 $(1.73)
============ ========= ====== ============ ========= ======
<CAPTION>
YEAR ENDED
DECEMBER 31, 1997
----------------------------------
PER SHARE
HISTORICAL INCOME SHARES AMOUNT
---------- ---------- --------- ---------
<S> <C> <C> <C>
HISTORICAL BASIC EPS
Income(loss) available to Common
stockholders...................... $4,638,196 6,870,688 $0.68
EFFECT OF DILUTIVE SECURITIES
Stock options...................... -- 242,026 --
---------- --------- -----
HISTORICAL DILUTED EPS
Income(loss) available to Common
stockholders Plus assumed
exercises......................... $4,638,196 7,112,714 $0.65
========== ========= =====
</TABLE>
NOTE 14 -- RELATED PARTY TRANSACTION
The Company paid approximately $56,000, $80,000, and $480,000 during 1995,
1996 and 1997, respectively, in fees to a law firm having a partner who is a
stockholder of the Company and who is a brother of certain executive officers of
the Company. A portion of the fees paid in 1997 related to services performed by
such firm in connection with the 1996 mergers and the 1997 offerings.
NOTE 15 -- STOCK SPLIT
On September 26, 1997 the Company's Board of Directors approved a
1.044-to-1 split of the Company's common stock in the form of a stock dividend.
All common stock and per share amounts have been adjusted retroactively to give
effect to this stock split.
NOTE 16 -- UNAUDITED QUARTERLY INFORMATION
FOR THE THREE MONTHS ENDED DECEMBER 31, 1997 (IN THOUSANDS, EXCEPT PER SHARE
DATA)
<TABLE>
<S> <C> <C>
Revenue................................. $16,519
Gross Profit............................ 6,461
Operating income........................ 2,216
Net income.............................. 905
Net income per share --
assuming dilution....................... $ 0.11
Pro forma net income per share --
assuming dilution and excluding a one-
time deferred tax charge................ $ 0.17
</TABLE>
F-15
<PAGE> 35
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on March 30, 1998 on its behalf by the
undersigned, thereunto duly authorized.
SPR INC.
By: /s/ Robert M. Figliulo
---------------------------------
Robert M. Figliulo
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on March 30, 1998 by the following persons on
behalf of the registrant and in the capacities indicated.
<TABLE>
<S> <C>
/s/ Robert M. Figliulo Chief Executive Officer and
- --------------------------------------------- Chairman of the Board of Directors
Robert M. Figliulo (Principal Executive Officer)
/s/ Stephen J. Tober Executive Vice President, Finance
- --------------------------------------------- and Business Administration
Stephen J. Tober (Principal Financial Officer)
/s/ Stephen T. Gambill Chief Financial Officer (Principal
- --------------------------------------------- Accounting Officer)
Stephen T. Gambill
/s/ Michael J. Fletcher General Manager -- Tulsa and
- --------------------------------------------- Director
Michael J. Fletcher
/s/ David A. Figliulo Executive Vice President and
- --------------------------------------------- Director
David A. Figliulo
/s/ Ronald L. Taylor Director
- ---------------------------------------------
Ronald L. Taylor
/s/ Sydnor W. Thrift, Jr. Director
- ---------------------------------------------
Sydnor W. Thrift, Jr.
/s/ David P. Yeager Director
- ---------------------------------------------
David P. Yeager
</TABLE>
<PAGE> 1
EXHIBIT 10.12
FOURTH AMENDMENT TO LEASE AGREEMENT
This Fourth Amendment to Lease Agreement ("Fourth Amendment") is
entered into between Terry Argue, as the duly appointed receiver in Case No.
CJ-94-03054, Fleet National Bank of Massachusetts v. Fourth Street Associates,
et al., District Court, Tulsa County, Oklahoma ("Receiver") and Systems &
Programming Resources of Tulsa, Inc., d/b/a SPR ("Tenant"). RMM Corporation
("RMM") and Tenant entered into a Mid-Continent Tower Lease Agreement
("Original Lease") dated August 29, 1994, whereby Tenant leased certain office
space ("Original Premises") in the Mid-Continent Tower Building, 401 South
Boston, Tulsa, Oklahoma ("Building"). RMM and Tenant thereafter entered into
an Amendment to Lease Agreement ("First Amendment") whereby the Lease Term (as
defined in the Original Lease) was extended and Tenant leased additional office
space ("First Additional Space") in the Building. The First Amendment amended
the Original Lease. RMM and Tenant thereafter entered into a Second Amendment
to Lease Agreement ("Second Amendment") whereby the Tenant leased additional
office space ("Second Additional Space") in the Building. The Second Amendment
amended the Original Lease as amended by the First Amendment. Receiver and
Tenant thereafter entered into a Third Amendment to Lease Agreement ("Third
Amendment") whereby the Lease Term was extended and the Tenant leased additional
office space ("Third Additional Space") in the Building. The Third Amendment
amended the Original Lease as amended by the First Amendment and the Second
Amendment. The Original Lease as amended by the First Amendment, the Second
Amendment, and the Third Amendment is referred to herein as the "Lease". The
Lease as amended hereby is referred to herein as the "Amended Lease". Receiver
and Tenant wish to agree for the amendment of the Lease on the terms and
conditions set forth herein. At the date of the execution of this Fourth
Amendment, but prior thereto, Tenant leases 11,064 square feet of Net Rentable
Area of office space in the Building which 11,064 square feet of Net Rentable
Area of office space comprise the Premises as that term is used in the Lease.
Therefore, in consideration of the mutual promises and covenants
contained herein, the parties agree that the Lease is amended as follows:
1. Tenant effective January 1, 1998, will lease certain additional
office space ("Fourth Additional Space") in the Building consisting of 891
square feet of Net Rentable Area. From and after January 1, 1998, for the
remainder of the Lease Term and all extensions and renewals thereof, the
Premises shall be comprised of the Original Premises, the First Additional
Space, the Second Additional Space, the Third Additonal Space, and the Fourth
Additional Space and the Premises shall be as described on Exhibit "A" attached
hereto and made a part hereof. The Base Rental for the Premises shall be
subject to adjustment as provided in paragraph 6 of the Original Lease and as
<PAGE> 2
adjustment is otherwise provided in the Amended Lease, including in the Third
Amendment. The Base Rental Schedule attached to the Original Lease as amended
by the First Amendment, the Second Amendment, and the Third Amendment is
further amended to provide as follows:
BASE RENTAL SCHEDULE
Month Monthly Base Rental before adjustment
----- -------------------------------------
October, 1994 through
August, 1995 (eleven equal
monthly installments) $ 2,480.50
September, 1995, through
May, 1996 (nine equal
monthly installments) 3,757.40
June, 1996, through
May, 1997 (twelve equal
monthly installments) 4,338.12
June, 1997, through
December, 1997 (seven equal
monthly installments 9,561.14
January, 1998 through
May, 1999 (seventeen equal
monthly installments) 10,331.11
June, 1999, through
May, 2002 (thirty-six equal
monthly installments) 10,958.75
June, 2002, through
May, 2004 (twenty-four equal
monthly installments) 11,955.00
TOTAL BASE RENTAL BEFORE ADJUSTMENT $1,037,134.39
Therefore, as of January 1, 1998, Tenant will lease office space in the
Building totalling 11,955 square feet of Net Rentable Area. Tenant's lease of
the Premises shall be under the terms and conditions of the Lease except as
provided for herein.
2. Receiver shall pay up to $8,910 ("Allowance") for improvements
("Improvements") to be made in the Fourth Additional Space prior to Tenant's
occupancy thereof, including without limitation construction and space
planning, working drawings, and
-2-
<PAGE> 3
permits and supervision fees related to the construction and development of the
Fourth Additional Space. All of the Improvements will be constructed as
provided in Paragraph 12 of the Original Lease and shall be subject to
Receiver's prior written approval. Tenant shall pay upon demand from Receiver
in advance all costs for the Improvements in excess of the Allowance. Tenant
may have the existing fixtures and materials contained in the Fourth Additional
Space at the time of the execution of this Fourth Amendment (and not owned by
other tenants) reused in the Improvements. Fees for design services related to
the Fourth Additional Space may be paid from the Allowance. Any portion of the
Allowance not initially used for the purposes described above may be used for
future alterations and/or refurbishment of the Premises, all of which shall be
considered alterations for the purposes of Paragraph 12 of the Original Lease.
Any of the allowance provided for in the Third Amendment for improvements in
the Third Additional Space and not used for that purpose may be used by Tenant
for the Improvements. Except as otherwise stated in this paragraph, Receiver
shall be required to make no improvements to any part of the Premises. Subject
to the rights of other tenants of the Fourth Additional Space prior to
January 1, 1998, Tenant and its contractors, subcontractors, agents, and
employees may upon reasonable terms approved in advance by Receiver enter the
Fourth Additional Space prior to January 1, 1998, for the purpose of installing
furniture, fixtures, and equipment (including without limitation telephones)
without the obligation of Tenant to pay rent prior to January 1, 1998, in
excess of that shown on the Base Rental Schedule, but no such entry shall
disturb any current tenant of the Fourth Additional Space.
3. Tenant intends to sublease a portion of the Fourth Additional Space
to Ed McFarland ("Subtenant") pursuant to the terms of a sublease "(Sublease")
between Tenant and Subtenant in the form attached hereto as Exhibit "B".
Receiver approves the sublease by Tenant to Subtenant pursuant to terms of the
Sublease of that portion of the Fourth Additional Space described in the
Sublease. By such approval Receiver does not approve any other sublease of any
part of the Premises by either Tenant or Subtenant.
4. All of the terms and provisions of the Leases, except as modified
and amended herein, shall remain in full force and effect and are hereby
ratified and confirmed by the parties hereto and Tenant acknowledges its
liability as the Tenant under the Amended Lease. The execution of this Fourth
Amendment shall in no event be deemed to constitute a waiver of any right or
claim of Receiver under or by virtue of the Lease except as specifically set
forth herein.
-3-
<PAGE> 4
5. In the event of conflict between the terms and provisions of this
Fourth Amendment and the terms and provisions of the Lease, the terms and
provisions of this Fourth Amendment shall control.
6. Receiver's rights, obligations, and liabilities hereunder and with
regard to this Fourth Amendment are solely in his capacity as receiver. Terry
Argue, individually, shall not have rights, obligations, or liabilities
hereunder. Notwithstanding anything herein to the contrary, the Receiver
conveys herein only such rights as he has and makes such agreements,
warranties, representations, and provisions as he is actually authorized to
make. A copy of the order appointing the Receiver as receiver is attached
hereto as Exhibit "C".
7. Neither the Amended Lease nor any of its components will be
recorded by Tenant or Receiver in the land records of Tulsa County, Oklahoma.
Dated 1-28, 1998
----------
Terry Argue
----------------------------
Terry Argue, Receiver
"Receiver"
Systems & Programming
Resources of Tulsa, Inc.
By Mike Hotcher
--------------------------
Vice President
"Tenant"
TENANT
STATE OF OKLAHOMA )
COUNTY OF TULSA ) SS:
This instrument was acknowledged before me on this 4th day of December,
1997, by Mike Hotcher, as Vice President of Systems & Programming Resources of
Tulsa, Inc., a Delaware corporation.
[SIG]
(seal) ------------------------------
My commission expires: Notary Public
9-27-99
-4-
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our report dated January 23, 1998 included in this Form 10-K, into the
Company's previously filed Registration Statement File No. 333-43451 on Form
S-8.
Arthur Andersen LLP
Arthur Andersen LLP
Chicago, Illinois
March 27, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 2,133
<SECURITIES> 19,025
<RECEIVABLES> 8,677
<ALLOWANCES> 844
<INVENTORY> 0
<CURRENT-ASSETS> 29,486
<PP&E> 2,970
<DEPRECIATION> 696
<TOTAL-ASSETS> 31,943
<CURRENT-LIABILITIES> 6,389
<BONDS> 0
0
0
<COMMON> 81
<OTHER-SE> 25,449
<TOTAL-LIABILITY-AND-EQUITY> 31,943
<SALES> 0
<TOTAL-REVENUES> 53,422
<CGS> 0
<TOTAL-COSTS> 32,377
<OTHER-EXPENSES> 14,901
<LOSS-PROVISION> 853
<INTEREST-EXPENSE> 179
<INCOME-PRETAX> 6,191
<INCOME-TAX> 1,552
<INCOME-CONTINUING> 4,638
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,638
<EPS-PRIMARY> 0.68
<EPS-DILUTED> 0.65
</TABLE>
