<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly period ended September 30, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES ECHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number 000-22097
SPR INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 36-3932665
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
2015 Spring Road, Suite 750
Oak Brook, Illinois 60523
(Address, including zip code, of principal executive offices)
(630) 575-6200
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO
--- ---
As of November 12, 1999, the registrant had 12,785,333 outstanding shares
of common stock, par value $0.01 per share.
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SPR Inc.
FORM 10-Q
For the quarterly period ended September 30, 1999
Table of Contents
PART I. FINANCIAL INFORMATION
Item 1. Interim Financial Statements:
Unaudited Condensed Balance Sheets - September 30, 1999
and December 31, 1998
Unaudited Condensed Statements of Operations - Three
Months and Nine Months Ended September 30, 1999 and 1998
Unaudited Condensed Statements of Cash Flows - Nine Months
Ended September 30, 1999 and 1998
Notes to Unaudited Condensed Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
<PAGE> 3
SPR Inc.
Unaudited Condensed Balance Sheets
(in thousands)
September 30, December 31,
1999 1998
------------- ------------
Assets:
Cash and cash equivalents $ 6,154 $ 7,207
Accounts receivable, net 10,798 13,673
Short-term investments 46,076 43,906
Deferred taxes and other 2,553 2,665
Property and equipment, net 3,941 3,987
------------- ------------
Total Assets $69,522 $71,438
============= ============
Liabilities and stockholders' equity:
Accounts payable and other $ 2,360 $ 1,467
Payroll and other accrued expenses 4,574 4,189
Deferred income 2,975 2,975
Stockholders' equity:
Common stock $0.01 par, 25,000,000 authorized, 139 138
13,936,025 and 13,843,442 shares issued and
13,295,333 and 13,843,442 outstanding at
September 30, 1999 and December 31,
1998, respectively
Additional paid-in capital 51,826 51,269
Retained earnings 10,715 11,400
Treasury stock - at cost, 640,692 shares (3,067) -
------------- ------------
Total stockholders' equity 59,613 62,807
------------- ------------
Total liabilities and stockholders' equity $69,522 $71,438
============= ============
See notes to unaudited condensed financial statements.
<PAGE> 4
SPR Inc.
Unaudited Condensed Statements of Operations
(in thousands, except per share and share amounts)
<TABLE>
<CAPTION>
Three months Nine months
Ended September 30, Ended September 30,
----------------------- -----------------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues $ 14,318 $ 22,376 $ 47,503 $ 62,815
Cost of services 11,655 13,018 37,524 36,942
----------------------- -----------------------
Gross profit 2,663 9,358 9,979 25,873
----------------------- -----------------------
Costs and expenses:
Selling 1,370 1,389 4,011 3,843
Recruiting 226 456 1,014 1,392
General and administrative 2,717 3,332 8,432 9,672
----------------------- -----------------------
Total costs and expenses 4,313 5,177 13,457 14,907
----------------------- -----------------------
Operating income (loss) (1,650) 4,181 (3,478) 10,966
Interest income 635 724 1,884 1,496
----------------------- -----------------------
Income (loss) before income taxes (1,015) 4,905 (1,594) 12,462
Provision (benefit) for income taxes (678) 1,962 (909) 4,985
----------------------- -----------------------
Net income (loss) $ (337) $ 2,943 $ (685) $ 7,477
========== ========== ========== ==========
Net income (loss) per share:
Basic $ (0.03) $ 0.21 $ (0.05) $ 0.58
Diluted $ (0.03) $ 0.21 $ (0.05) $ 0.56
Weighted average number of shares
outstanding:
Basic 13,299,096 13,692,946 13,522,055 12,938,937
Diluted 13,299,096 14,207,940 13,522,055 13,458,991
</TABLE>
See notes to unaudited condensed financial statements.
<PAGE> 5
SPR Inc.
Unaudited Condensed Statements of Cash Flows
(in thousands)
Nine Months
Ended September 30,
----------------------
1999 1998
-------- --------
Cash flows from operating activities:
Net income (loss) for the period $ (685) $ 7,477
Adjustments to reconcile to net income (loss)
to net cash provided by operating activities:
Depreciation and amortization 1,191 970
Compensation expenses related to stock options 113 113
Impairment loss on equipment - 240
(Increase) decrease in accounts receivable, net 2,875 (4,776)
(Increase) decrease in deferred taxes and other 112 (1,993)
Increase (decrease) in accounts payable 893 (1,613)
Increase in payroll and other accrued expenses 385 5,154
-------- --------
Net cash provided by operating activities 4,884 5,572
-------- --------
Cash flows from investing activities:
Purchases of property and equipment (1,145) (3,013)
Purchases of short-term investments (33,245) (66,082)
Sales/maturity of short-term investments 31,075 41,685
-------- --------
Net cash used in investing activities (3,315) (27,410)
-------- --------
Cash flows from financing activities:
Proceeds from issuance of common stock, net
of issuance costs - 23,101
Treasury stock acquired (3,067) -
Proceeds from employee stock purchase and option plans 425 1,247
Tax benefit from employee stock option plan 20 762
Other cash flows from financing activities - (23)
-------- --------
Net cash provided by (used in) financing activities (2,622) 25,087
-------- --------
NET INCREASE (DECREASE) IN CASH (1,053) 3,249
Cash and cash equivalents, beginning of period 7,207 2,133
-------- --------
Cash and cash equivalents, end of period $ 6,154 $ 5,382
======== ========
Supplemental disclosure of cash payments made for:
Interest $ - $ 3
Income taxes 550 7,763
======== ========
See notes to unaudited condensed financial statements.
<PAGE> 6
SPR Inc.
Notes to Unaudited Condensed
Financial Statements
Note 1. Interim Financial Statements
The accompanying unaudited interim condensed financial statements of SPR
Inc. (the "Company") have been prepared by the Company in accordance with
generally accepted accounting principles for interim financial information and
in conjunction with the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
annual financial statements have been condensed or omitted pursuant to those
rules and regulations. However, the Company believes that the disclosures
contained herein are adequate to make the information presented not misleading.
These financial statements should be read in conjunction with the Company's
audited financial statements and notes thereto for the year ended December 31,
1998 in the Company's annual report on Form 10-K.
The financial statements reflect, in the opinion of management, all
material adjustments (which include only normal recurring adjustments) necessary
to present fairly the Company's financial position and results of operations.
Certain items previously reported have been reclassified to conform with the
1999 presentation. The results of operations for the three and nine months ended
September 30, 1999 are not necessarily indicative of the results that may be
expected for the full year.
Note 2. Business Segments
In June 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 131, "Disclosure about Segments of an
Enterprise and Related Information" ("SFAS No. 131"). The Company has no
separately reportable segments in accordance with this standard. Under the
enterprise-wide disclosure requirements of SFAS No. 131, the Company reports
revenues by service offering. Amounts for the three and nine months ended
September 30, 1999 and 1998, are shown in the table below:
<TABLE>
<CAPTION>
Three Months Ended September 30, Nine Months Ended September 30,
---------------------------------------------- --------------------------------------------
1999 1998 1999 1998
---------------------- --------------------- --------------------- ---------------------
Revenues Revenues Revenues Revenues
(in thousands) % (in thousands) % (in thousands) % (in thousands) %
-------------- ----- -------------- ----- -------------- ----- -------------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Century date compliance $ 3,053 21.3% $ 7,905 35.3% $ 12,251 25.8% $ 26,663 42.4%
General consulting 5,398 37.7% 8,204 36.7% 17,172 36.1% 23,104 36.8%
Software quality services 1,456 10.2% 1,540 6.9% 6,254 13.2% 2,623 4.2%
Application management 3,741 26.1% 1,637 7.3% 8,798 18.5% 3,606 5.7%
All other service offerings 670 4.7% 3,090 13.8% 3,028 6.4% 6,819 10.9%
-------- -------- -------- --------
Total revenues $ 14,318 $ 22,376 $ 47,503 $ 62,815
======== ======== ======== ========
</TABLE>
<PAGE> 7
Note 3. Capital Stock and Earnings Per Share
The Company's basic and diluted per share amounts for the three and nine
months ended September 30, 1999 and 1998 are as follows:
<TABLE>
<CAPTION>
Three Months Ended
--------------------------------------------------------------------------------
September 30,1999 September 30,1998
------------------------------------- --------------------------------------
Loss Per Share Income Per Share
(in thousands) Shares Amount (in thousands) Shares Amount
-------------- ---------- --------- -------------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Historical
- ----------
Historical Basic EPS:
Income (loss) available to
Common Stockholders $ (337) 13,299,096 $ (0.03) $ 2,943 13,692,946 $ 0,21
Effect of Dilutive Securities:
Employee Compensation Plans - - - - 514,994 -
-------------- ---------- --------- -------------- ---------- ---------
Historical Dilutive EPS:
Income (loss) available to
Common Stockholders
plus assumed exercises $ (337) 13,299,096 $ (0.03) $ 2,943 14,207,940 $ 0.21
============== ========== ======== ============== ========== =======
Nine Months Ended
--------------------------------------------------------------------------------
September 30,1999 September 30,1998
------------------------------------- --------------------------------------
Loss Per Share Income Per Share
(in thousands) Shares Amount (in thousands) Shares Amount
-------------- ---------- --------- -------------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Historical
- ----------
Historical Basic EPS:
Income (loss) available to
Common Stockholders $ (685) 13,522,055 $ (0.05) $ 7,477 12,938,937 $ 0.58
Effect of Dilutive Securities:
Employee Compensation Plans - - - 520,054 (0,02)
-------------- ---------- --------- -------------- ---------- ---------
Historical Dilutive EPS:
Income (loss) available to
Common Stockholders
plus assumed exercises $ (685) 13,522,055 $ (0.05) $ 7,477 13,458,991 $ 0.56
============== ========== ======== ============== ========== ========
</TABLE>
Note 4. Accounts Receivable
A summary of the activity in the allowance for doubtful accounts for the
nine months ended September 30, 1999, and year ended December 31, 1998, is as
follows:
<TABLE>
<CAPTION>
Balance at Balance at
Beginning Charged to End
of Period Expense Write-offs of Period
---------- ------------ ---------- ----------
<S> <C> <C> <C> <C>
1999 Allowance for Doubtful Accounts $ 843,695 S (400,000) $ 42,417 S 401,278
1998 Allowance for Doubtful Accounts $ 843,695 $ - $ - $ 843,695
</TABLE>
<PAGE> 8
Note 5. Income Taxes
The Company's effective tax rate was 67% for the third quarter and 57%
for the first nine months of 1999. The provision for income taxes was favorably
impacted in both the three month and nine month periods by the recognition of a
tax benefit amounting to $0.3 million related to intangibles.
Note 6. Employee Stock Option Plan
On June 24, 1999, the Company's shareholders approved the new 1999
Employee Stock Option Plan. The 1999 plan provides for the granting of options
to purchase a maximum of 1,250,000 shares of common stock. Through November 12,
1999, the Company has granted options to purchase 247,000 shares of common stock
under this plan at an exercise price of $3.75 per share. The options granted
vest at twenty percent per year over a period of five years from the date of
grant.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Results of Operations
The following table sets forth, for the periods indicated, selected
statements of earnings as a percentage of revenues:
Three Months Nine Months
Ended September 30, Ended September 30,
-------------------- -------------------
1999 1998 1999 1998
---- ---- ---- ----
Revenue 100% 100% 100% 100%
Cost of services 81 58 79 59
-------- -------- -------- --------
Gross profit 19 42 21 41
-------- -------- -------- --------
Costs and expenses:
Selling 9 6 8 6
Recruiting 2 2 2 2
General and administrative 19 15 18 15
-------- -------- -------- --------
Total costs and expenses 30 23 28 23
-------- -------- -------- --------
Operating income (loss) (11) 19 (7) 18
Interest income 4 3 4 2
-------- -------- -------- --------
Income (loss) before
income taxes (7) 22 (3) 20
Provision (benefit) for
income taxes (5) 9 (2) 8
-------- -------- -------- --------
Net income (loss) (2)% 13% (1)% 12%
======== ======== ======== ========
Revenues. Revenues decreased 36% to $14.3 million and 24% to $47.5
million in the third quarter and first nine months of 1999, respectively, from
$22.4 million and $62.8 million for the
<PAGE> 9
comparable 1998 periods. The decreases in the 1999 periods versus the comparable
1998 periods were primarily the result of earlier than expected project
completions, delays in beginning new client projects, and general industry
conditions. The Company's billing rate per hour increased 8% in the third
quarter of 1999 from the comparable 1998 quarter and for the first nine months
of 1999 has remained constant as compared to the fourth quarter of 1998.
Gross Profit. Gross profit decreased 72% to $2.7 million in the third
quarter of 1999 from $9.4 million in the third quarter of 1998. Gross profit in
the first nine months of 1999 decreased 61% to $10.0 million from $25.9 million
in the first nine months of 1998. Gross profit as a percentage of revenues
decreased to 19% in the third quarter and to 21% in the first nine months of
1999 from 42% and 41%, respectively, for the comparable 1998 periods. The
decreases in gross profit were primarily attributable to decreases in consultant
utilization rates. As a result of the decreases in consultant utilization rates,
the Company instituted reductions in force totaling approximately 200
consultants in May, August, and September, 1999. The results for the third
quarter and the first nine months of 1998 were negatively impacted by
management's estimate of the services to be performed related to completing the
Company's century date compliance projects.
Selling Expenses. Selling expenses were $1.4 million in the third
quarter of 1999 and 1998. For the first nine months ended September 30, 1999,
selling expenses increased 4% to $4.0 million from $3.8 million for the
comparable 1998 period. The Company's selling expenses as a percentage of
revenues increased to 9% in the third quarter and to 8% in the first nine months
of 1999 from 6% for the comparable 1998 periods. The increase was primarily the
result of increased sales executive compensation due to the increase in the
sales force, to an average of 24 in the first nine months of 1999 from an
average of 20 in the comparable 1998 period.
Recruiting Expenses. Recruiting expenses decreased 50% to $0.2 million
in the third quarter of 1999 from $0.5 million for the third quarter of 1998.
For the first nine months of 1999, recruiting expenses decreased 27% to $1.0
million from $1.4 million for the first nine months of 1998. Hiring during the
first and third quarters of 1999 consisted only of project-specific skill sets
required on client engagements.
General and Administrative Expenses. General and administrative expenses
decreased 19% to $2.7 million and 13% to $8.4 million in the third quarter and
first nine months of 1999, respectively, from $3.3 million and $9.7 million for
the comparable 1998 periods. Increased expenses were incurred in the third
quarter and the first nine months of 1999 for internal technology, office space,
and telecommunications. The first nine months of 1999 also incuded expenses for
merger-related costs for travel, legal and accounting fees.The increases were
offset by decreases in expenses for management bonuses, training costs
associated with the entry-level portion of the Information Technology Consultant
(ITC) Training Program, and the reversal of an allowance for doubtful accounts
relating to the recovery of amounts owed by a client which was formerly in
bankruptcy proceedings.
Interest Income. Interest income decreased to $0.6 million and increased
to $1.9 million in the third quarter and the first nine months of 1999 from $0.7
million and $1.5 million for the comparable 1998 periods. The increase in first
nine months of 1999 as compared to the 1998
<PAGE> 10
period, was attributable to interest earned on the investment of funds received
in the May 5, 1998 follow-on offering.
Provision for Income Taxes. The Company's effective tax rate was 67% for
the third quarter and 57% for the first nine months of 1999, and 40% for the
comparable 1998 periods. The provision for income taxes was favorably impacted
in both the three month and nine month periods by the recognition of a tax
benefit amounting to $0.3 million related to intangibles.
Liquidity and Capital Resources
The remaining net proceeds of approximately $7.6 million from the
Company's initial public offering, together with the $23.1 million from the
follow-on public offering, and cash from operations are being temporarily
invested in investment grade securities. The Company intends to use the
remaining net proceeds for general corporate purposes, including the expansion
of the curriculum of its ITC Training Program, the development of new service
offerings related to E-Business and enterprise application integration
strategies, additional virtual insourcing centers, working capital, branch
expansion and possible acquisitions of related businesses.
At September 30, 1999, the Company had approximately $52.2 million of
cash and short-term investments. Prior to its initial public 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. Receivables have increased to 64 days of
revenues at September 30, 1999, from 52 days of revenues at December 31, 1998.
The Company, subsequent to the initial public offering, has no
outstanding debt. The Company believes the net proceeds from such offerings,
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.
Stock Repurchase Program
On March 17, 1999 the Company announced a plan to purchase up to 1.5
million of its shares of common stock under a stock repurchase program. The
quantity to be purchased and the targeted price will be determined daily, based
upon management's discretion. As of November 12, 1999, the Company has purchased
1,150,692 shares.
Year 2000
The Company established a Year 2000 project team to review the Company's
financial systems and ancillary software, local and wide area networks,
telecommunications, VIC connectivity, and third-party vendors for any Year 2000
issues. The team has completed its review and has corrected any situations where
it was determined that the Company was not compliant.
<PAGE> 11
The Company's information technology staff will be available over the
January 1, 2000, weekend to handle any unanticipated issues that may arise. The
Company believes that the staff will be able to correct the issues in time to
prevent any impacts on the Company's operations.
Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private
Securities Litigation Reform Act of 1995.
The statements contained in the section captioned Management's
Discussion and Analysis of Financial Condition and Results of Operations which
are not historical are "forward looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking statements
represent the Company's present expectations or beliefs concerning future
events. The Company cautions that such statements are qualified by important
factors that could cause actual results to differ materially from those in the
forward looking statements including statements pertaining to: (i) the ability
to attract, retain, and train consultants with the requisite technical skills,
(ii) the Company's future ability to effectively manage its consultant
utilization rates and its hourly consultant billing rates, (iii) the Company's
ability to leverage its Century Date Compliance expertise into providing other
mass change and project management services to its clients, (iv) successful
management of engagement and contract risks, and (v) the Company's ability to
expand and develop additional branch offices and Virtual Insourcing Centers.
Results actually achieved thus may differ materially from expected results
included in these statements.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
Exhibits.
(a) Exhibit 27 Financial Data Schedule.
(b) Reports on Form 8-K .
No reports on Form 8-K were filed by the Company during the quarter ended
September 30, 1999.
<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SPR Inc.
Date: November 12, 1999 By: /s/ Robert M. Figliulo
----------------- ----------------------------------
Robert M. Figliulo
Chief Executive Officer and
Chairman of the Board of
Directors
Date: November 12, 1999 By: /s/ Stephen J. Tober
----------------- ----------------------------------
Stephen J. Tober
Executive Vice President -
Chief Operating Officer
Date: November 12, 1999 By: /s/ Stephen T. Gambill
----------------- ----------------------------------
Stephen T. Gambill
Vice President & Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 6,154
<SECURITIES> 46,076
<RECEIVABLES> 10,798
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 3,941
<DEPRECIATION> 0
<TOTAL-ASSETS> 69,522
<CURRENT-LIABILITIES> 9,909
<BONDS> 0
0
0
<COMMON> 139
<OTHER-SE> 59,474
<TOTAL-LIABILITY-AND-EQUITY> 69,522
<SALES> 0
<TOTAL-REVENUES> 14,318
<CGS> 0
<TOTAL-COSTS> 11,655
<OTHER-EXPENSES> 4,313
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (635)
<INCOME-PRETAX> (1,015)
<INCOME-TAX> (678)
<INCOME-CONTINUING> (337)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (337)
<EPS-BASIC> (.03)
<EPS-DILUTED> (.03)
</TABLE>
