<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED: JUNE 30, 1998
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO .
COMMISSION FILE NUMBER: 001-14512
LECG, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
CALIFORNIA 94-3063119
(STATE OR OTHER JURISDICTION OF INCORPORATION
OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
</TABLE>
2000 POWELL STREET
EMERYVILLE, CALIFORNIA 94608
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(ZIP CODE)
(510) 653-9800
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [_]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
As of August 13, 1998, registrant had outstanding 13,027,867 shares of
Common Stock.
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LECG, INC.
INDEX
<TABLE>
<CAPTION>
PAGE NO.
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<C> <S> <C>
PART I--FINANCIAL INFORMATION
Item 1 Financial Statements:
Consolidated Balance Sheets
June 30, 1998 and December 31, 1997......................... 3
Consolidated Statements of Income
Three months ended June 30, 1998 and 1997................... 4
Consolidated Statements of Income
Six months ended June 30, 1998 and 1997..................... 5
Consolidated Statements of Cash Flows
Six months ended June 30, 1998 and 1997..................... 6
Notes to Consolidated Financial Statements................... 7
Item 2 Management's Discussion and Analysis of Financial Condition
and Results of Operations.................................... 8
PART II--OTHER INFORMATION
Item 3 Changes in Securities and Use of Proceeds.................... 11
Item 4 Submission of Matters to a Vote of Security Holders.......... 11
Item 6 Exhibits and Reports on Form 8-K............................. 11
Signatures................................................... 12
</TABLE>
2
<PAGE>
PART I--FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
LECG, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1998 1997
----------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash................................................ $17,013 $24,165
Accounts receivable, net............................ 25,902 16,280
Prepaid expenses.................................... 1,485 841
------- -------
Total current assets............................ 44,400 41,286
Security deposits..................................... 260 186
Property and equipment, net........................... 5,173 3,584
------- -------
Total assets.................................... $49,833 $45,056
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Current Liabilities:
Accounts payable and accrued liabilities.......... $ 2,517 $ 2,216
Accrued expert and project origination fees:
Related party................................... 5,441 3,553
Other........................................... 5,718 2,953
Client retainers.................................. 688 551
Income taxes payable.............................. 0 262
Deferred tax liability............................ 703 915
Distribution payable.............................. 0 5,357
Other current liabilities......................... 814 824
------- -------
Total current liabilities....................... 15,881 16,631
Deferred tax liability.............................. 1,496 1,788
------- -------
Total liabilities............................... 17,377 18,419
Shareholders' equity:
Common shares, $.001 par value; authorized
40,000,000 shares; issued and outstanding,
13,027,867 shares as of June 30, 1998 and December
31, 1997........................................... 13 13
Additional paid-in capital.......................... 29,193 29,177
Notes receivable from shareholders.................. (611) (2,755)
Retained earnings................................... 3,861 202
------- -------
Total shareholders' equity...................... 32,456 26,637
------- -------
Total liabilities and shareholders' equity...... $49,833 $45,056
======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
3
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LECG, INC.
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JUNE 30,
-------------------
1998 1997
--------- ---------
<S> <C> <C>
Revenues.................................................. $ 16,275 $ 10,885
Cost of services:
Related party........................................... 2,573 1,993
Other................................................... 7,561 5,101
--------- ---------
Total cost of services................................ 10,134 7,094
Gross profit.......................................... 6,141 3,791
General and administrative expenses....................... 3,210 1,887
Interest income........................................... 191 0
Other income.............................................. 0 852
--------- ---------
Income before income taxes............................ 3,122 2,756
Income taxes.............................................. 1,264 115
--------- ---------
Net income............................................ $ 1,858 $ 2,641
========= =========
Pro forma income data:
Net income as reported.................................. $ 2,641
Pro forma adjustments................................... (1,015)
---------
Pro forma net income.................................. $ 1,626
=========
Net income or pro forma net income per basic share........ $ 0.14 $ 0.16
========= =========
Net income or pro forma net income per diluted share...... $ 0.14 $ 0.16
========= =========
Basic shares used in computing net income or pro forma net
income per share......................................... 13,028 10,201
Diluted shares used in computing net income or pro forma
net income per share..................................... 13,271 10,223
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
4
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LECG, INC.
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
-----------------
1998 1997
-------- --------
<S> <C> <C>
Revenues.................................................... $ 32,055 $ 20,786
Cost of services:
Related party............................................. 5,062 4,199
Other..................................................... 15,124 9,541
-------- --------
Total cost of services.................................. 20,186 13,740
Gross profit............................................ 11,869 7,046
General and administrative expenses......................... 6,078 3,302
Interest income............................................. 384 0
Other income................................................ 0 852
-------- --------
Income before income taxes.............................. 6,175 4,596
Income taxes................................................ 2,516 179
-------- --------
Net income.............................................. $ 3,659 $ 4,417
======== ========
Pro forma income data:
Net income as reported.................................... $ 4,417
Pro forma adjustments..................................... (1,705)
--------
Pro forma net income.................................... $ 2,712
========
Net income or pro forma net income per basic share.......... $ 0.28 $ 0.27
======== ========
Net income or pro forma net income per diluted share........ $ 0.28 $ 0.27
======== ========
Basic shares used in computing net income or pro forma net
income per share........................................... 13,028 10,129
Diluted shares used in computing net income or pro forma net
income per share........................................... 13,197 10,206
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
5
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LECG, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
------------------
1998 1997
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income................................................ $ 3,659 $ 4,417
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization........................... 512 296
Bad debt expense........................................ 12 7
Expiration of deferred purchase option.................. 0 (852)
Loss on disposal of property and equipment.............. 5 0
Increase in accounts receivable......................... (9,634) (4,004)
Increase in prepaid expenses and security deposits...... (718) (16)
Increase in accounts payable and accrued liabilities.... 301 686
Increase in accrued expert and project origination fees. 4,653 2,666
Increase in client retainers............................ 137 158
Decrease in deferred tax liability...................... (504) 0
Decrease in income taxes payable........................ (262) 0
(Decrease) increase in other current liabilities........ (10) 100
-------- -------
Net cash (used in) provided by operating activities... (1,849) 3,458
Cash flows from investing activities:
Purchase of property and equipment...................... (2,107) (971)
Proceeds from the disposal of property and equipment.... 1 0
-------- -------
Net cash used in investing activities................. (2,106) (971)
Cash flows from financing activities:
Borrowing under line of credit.......................... 0 1,335
Repayments on line of credit............................ 0 (728)
Sale of common shares................................... 0 380
Shareholder advances.................................... (168) (173)
Collection of notes receivable from shareholders........ 664 120
Distributions to shareholders........................... (3,693) (3,050)
-------- -------
Net cash used in financing activities................. (3,197) (2,116)
Net (decrease) increase in cash............................. (7,152) 371
Cash at beginning of period................................. 24,165 3
-------- -------
Cash at end of period....................................... $ 17,013 $ 374
======== =======
Supplemental cash flow information:
Cash paid for interest.................................... $ 1 $ 3
======== =======
Cash paid for income taxes................................ $ 3,280 $ 167
======== =======
Noncash financing activities:
Sale of common shares through issuance of notes........... $ 0 $ 87
======== =======
Collection of notes through application of distributions.. $ 1,664 $ 497
======== =======
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
6
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LECG, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1998
(UNAUDITED)
1. INTERIM CONSOLIDATED FINANCIAL INFORMATION:
The accompanying Consolidated Financial Statements have been prepared
pursuant to the rules and regulations of the Securities and Exchange
Commission ("SEC") and, in management's opinion, include all adjustments
necessary for a fair statement of results for such interim periods. Certain
information and note disclosures normally included in annual financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to SEC rules or
regulations; however, the Company believes that the disclosures made are
adequate to make the information presented not misleading.
The interim results for the three and six-month periods ended June 30, 1998
and 1997 are not necessarily indicative of results for the full year. It is
suggested that these consolidated financial statements be read in conjunction
with the consolidated financial statements and notes thereto included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1997.
2. SIGNIFICANT ACCOUNTING POLICIES:
During the second quarter of 1998, certain key principals agreed to change
the structure of their project origination fees. A portion of these fees will
be set aside in a bonus pool and paid out based on the profitability of the
Company rather than a fixed percent of revenue. During the three month period
ended June 30, 1998, $200,000 was accrued under this plan.
3. PRO FORMA FINANCIAL INFORMATION:
Pro Forma Adjustments to Consolidated Financial Statements
The pro forma consolidated statements of income have been adjusted to
reflect a provision for income taxes assuming an effective tax rate of 41
percent that would have been recorded had the Company been a C Corporation.
4. SUBSEQUENT EVENT:
On July 1, 1998, the Company signed a definitive Merger Agreement (the
"Agreement") with The Metzler Group, Inc. ("Metzler"), a provider of
consulting services to energy based and related network industries. Under the
terms of the Agreement, the Company will become a wholly owned subsidiary and
independent operating unit of Metzler. The merger is expected to be accounted
for as a pooling of interests. The Agreement provides that each share of the
Company's common stock will be converted into the right to receive 0.6 shares
of Metzler common stock. Each holder of the Company's common stock who would
otherwise have been entitled to receive a fraction of a share of Metzler
common stock will receive cash in lieu thereof. The approval of the Agreement
requires the affirmative vote of the holders of a majority of the Company's
common stock outstanding as of the record date, July 1, 1998. A special
meeting of the shareholders will be held on August 19, 1998.
7
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
THIS QUARTERLY REPORT ON FORM 10-Q CONTAINS FORWARD-LOOKING STATEMENTS
WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933 AND SECTION
21E OF THE SECURITIES EXCHANGE ACT OF 1934. THE COMPANY'S ACTUAL RESULTS COULD
DIFFER MATERIALLY FROM THE RESULTS ANTICIPATED IN THESE FORWARD-LOOKING
STATEMENTS AS A RESULT OF CERTAIN RISK FACTORS SET FORTH IN THIS REPORT. SUCH
RISKS AND UNCERTAINTIES INCLUDE THOSE SET FORTH IN THE ANNUAL REPORT ON FORM
10-K FOR THE YEAR ENDED DECEMBER 31,1997. UNLESS REQUIRED BY LAW, THE COMPANY
UNDERTAKES NO OBLIGATION TO UPDATE PUBLICLY ANY FORWARD- LOOKING STATEMENTS,
WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE. HOWEVER,
READERS SHOULD CAREFULLY REVIEW THE RISK FACTORS SET FORTH IN OTHER REPORTS OR
DOCUMENTS THE COMPANY FILES FROM TIME TO TIME WITH THE SECURITIES AND EXCHANGE
COMMISSION, PARTICULARLY THE QUARTERLY REPORTS ON FORM 10-Q AND ANY CURRENT
REPORTS ON FORM 8-K.
OVERVIEW
The Company is an economic consulting services firm that provides
sophisticated economic and financial analysis, expert testimony, litigation
support and strategic management consulting to a broad range of public and
private enterprises. The Company's areas of expertise include antitrust,
industry deregulation, damages analyses, economic and financial modeling,
intellectual property valuation, environmental economics and public policy.
Services are provided by Experts who are supported by Professional Staff. The
Experts include Principals and Affiliates. The role of the Professional Staff
is critical as it enables the Experts to leverage their expertise allowing the
Company to deliver high quality work product to its clients. The Company
believes that its structure enables its Experts to provide sophisticated
economic consulting services efficiently and effectively to clients throughout
the world.
RESULTS OF OPERATIONS
Revenues. Revenues increased 49.5% to $16.3 million in the three months
ended June 30, 1998, from $10.9 million in the three months ended June 30,
1997. Revenues for the six months ended June 30, 1998 increased 54.2% to $32.0
million from $20.8 million in the prior year period. This growth in revenues
was primarily attributable to additional services provided to existing clients
and engagements with new clients. The Company expanded the number of projects
billed from 300 in the three month period ended June 30, 1997 to 397 during
the same period in 1998 and from 577 during the six months ended June 30, 1997
to 735 during the same period in 1998. Additionally, revenues increased due to
an increased number of senior Professional Staff relative to junior
Professional Staff.
Gross Profit. Gross profit consists of revenues less cost of services, which
includes Expert fees, Professional Staff salaries and benefits, project
origination fees and other direct project expenses. Gross profit increased
62.0% to $6.1 million in the three month period ended June 30, 1998 from $3.8
million in the comparable period in 1997. For the six months ended June
30,1998, gross profit increased 68.5% to $11.9 million from $7.0 million in
the prior year period. Gross profit as a percentage of revenues was 37.7% for
the three month period ended June 30, 1998 compared to 34.8% in 1997 and was
37.0% for the six month period ended June 30, 1998 compared to 33.9% in 1997.
To service additional client projects, the Company increased the number of
Principals and employees, including Professional Staff, to 328 at June 30,
1998 from 200 at June 30, 1997. The resultant higher contribution to Company
margins during the three months ended June 30, 1998 was due to a higher ratio
of Expert billings to Professional Staff billings as well as a decrease in
project origination fees of $380,000. This resulted from changes in the
calculation and payment of these fees as described in footnotes to the
financial statements. Project origination fees were 11.0% of total revenues in
1997. Approximately 11.5% of project origination fees or 1.2% of total
revenues in 1998 were set aside in the
8
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discretionary bonus pool. The resulting savings to the Company was $180,000.
In the second quarter of 1998, the Company also benefited from revised
estimates of amounts payable for employee benefits. For the six months ended
June 30, 1998, the higher contribution to Company margins was primarily due to
the decrease in project origination fees during the second quarter offset by
LECG's Experts leveraging Professional Staff resources more effectively.
General and Administrative. General and administrative includes salaries and
benefits of management and the administrative staff, facilities costs,
supplies, outside professional fees not billed to clients and all other
corporate costs. General and administrative increased 70.2% to $3.2 million in
the three month period ended June 30, 1998 from $1.9 million in the prior year
period. For the six month period ended June 30, 1998, general and
administrative increased 84.1% to $6.1 million from $3.3 million in the prior
year period. As a percentage of revenues, general and administrative increased
to 19.7% in the three month period ended June 30, 1998 from 17.3% in 1997. For
the six month period ended June 30,1998, general and administrative as a
percentage of revenues increased to 19.0% from 15.9% in 1997. This increase is
the result of increased costs associated with being a public company as well
as investments made in recruiting and office infrastructure. These costs were
offset by the Company reversing previous accruals of $300,000 due to an
overestimate of the amounts owed to principals for administrative services
rendered. Such services were actually provided through other Company
expenditures.
Other Income. The Company recognized non-recurring other income of $0.9
million for the three month period ended June 30, 1997 related to the
expiration of an option to purchase the assets of the Company.
Income before income taxes. Income before income taxes for the three months
ended June 30, 1998 was $3.1 million, compared with $1.9 million for the three
months ended June 30, 1997, excluding non-recurring other income of $0.9
million described above. For the six months ended June 30, 1998, income before
income taxes was $6.2 million compared with $3.7 million in 1997, excluding
non-recurring other income. The improvement is attributable to increased
revenues while maintaining profit margins.
Pro forma Results. The pro forma presentation in the Consolidated Statements
of Income for the three months ended June 30, 1997 assumes the Company had
been operating as a C Corporation and reflects an effective tax rate of 41.0%.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary source of liquidity has been cash flow from
operations, supplemented by the net proceeds from the sale of common stock in
1997. Cash flows (used in) provided by operations was $(1.8) million and $3.5
million for the six months ended June 30, 1998 and 1997, respectively. A large
component of the decrease is due to the Company now being taxed as a C
Corporation. In addition, accounts receivable increased due to a large case
which required a high level of effort in the first six months of 1998. This
case settled in June 1998. Invoices have been approved and payment is expected
shortly. The bad debt provision is minimal for 1998 as the Company's positive
collection trends continue. The Company has reviewed the allowance for
doubtful accounts, and the continued reserve of $459,000 is considered
adequate.
Cash flows used in investing activities was $2.1 million and $1.0 million
for the six months ended June 30, 1998 and 1997, respectively. This increase
is the result of the significant increase in the number of individuals
employed by the firm which has required the Company to invest in furniture,
computers and tenant improvements to support staff.
Cash flows used in financing activities was $3.2 million and $2.1 million
for the six months ended June 30, 1998 and 1997, respectively. Concurrent with
the consummation of the initial public offering in 1997, the Company declared
a Subchapter S Corporation distribution of $5.4 million. During the first
quarter of 1998, the Company paid $3.7 million of this distribution to
shareholders and the remaining $1.7 million was applied to notes receivable
from shareholders. The distribution paid was partially funded by the net
proceeds from the sale of common stock. During the first quarter of 1997, the
Company paid $1.9 million in a Subchapter S Corporation
9
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distribution to its shareholders which was partially funded by the Company's
line of credit. The line expires May 31, 2000 and provides maximum borrowings
of $3.0 million. Borrowings are limited to working capital requirements and
bear interest at the bank's prime rate (8.5% at June 30, 1998). Borrowings are
secured by accounts receivable and fixed assets.
The Company believes the net proceeds from the sale of common stock in 1997,
together with funds generated by operations, will provide adequate cash to
fund its anticipated cash needs, at least through the next twelve months.
Pending such uses, the net proceeds will be invested in short-term, interest-
bearing investment grade securities. The Company currently anticipates that it
will retain all of its earnings for development of the Company's business and
does not anticipate paying any cash dividends in the foreseeable future.
10
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PART II--OTHER INFORMATION
ITEM 3. CHANGES IN SECURITIES AND USE OF PROCEEDS
Information required by Part II, Item 2(d) is hereby incorporated by
reference to Part I, Item 2.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On April 24, 1998, LECG, Inc. held its 1998 Annual Meeting of Shareholders.
Two items were voted upon by the company's shareholders. First, the
shareholders elected the following individuals to serve as directors of the
company. The voting results were as follows:
<TABLE>
<CAPTION>
DIRECTOR FOR WITHHELD
-------- --- --------
<S> <C> <C>
David J. Teece.......................................... 9,087,874 2,500
Thomas M. Jorde......................................... 9,087,874 2,500
Richard J. Gilbert...................................... 9,087,874 2,500
Robert G. Harris........................................ 9,087,874 2,500
Gordon C. Rausser....................................... 9,087,874 2,500
Mario M. Rosati......................................... 9,087,874 2,500
William J. Spencer...................................... 9,087,874 2,500
</TABLE>
Secondly, the shareholders ratified the selection of Arthur Andersen, LLP as
the Company's independent auditors for the year ended December 31, 1998. The
voting results were as follows:
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN BROKER NON-VOTES
--- ------- ------- ----------------
<S> <C> <C> <C>
9,087,274 1,400 1,700 0
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a)Exhibits.
Exhibit 27.1 Financial Data Schedule.
(b)Reports on Form 8-K.
No reports on Form 8-K were filed by the Company during the quarter ended
June 30, 1998.
11
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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.
LECG, INC.
Date: August 14, 1998
By: /s/ Thomas M. Jorde
-----------------------------------
Name: Thomas M. Jorde
Title: President
Date: August 14, 1998
By: /s/ Kimberly D. Gilmour
-----------------------------------
Name: Kimberly D. Gilmour
Title: Chief Financial Officer
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 17,013
<SECURITIES> 0
<RECEIVABLES> 26,361
<ALLOWANCES> (459)
<INVENTORY> 0
<CURRENT-ASSETS> 44,400
<PP&E> 7,593
<DEPRECIATION> 2,420
<TOTAL-ASSETS> 49,833
<CURRENT-LIABILITIES> 15,881
<BONDS> 0
0
0
<COMMON> 13
<OTHER-SE> 32,443
<TOTAL-LIABILITY-AND-EQUITY> 49,833
<SALES> 32,013
<TOTAL-REVENUES> 32,055
<CGS> 20,186
<TOTAL-COSTS> 26,264
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1
<INCOME-PRETAX> 6,175
<INCOME-TAX> 2,516
<INCOME-CONTINUING> 3,659
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,653
<EPS-PRIMARY> 0.28
<EPS-DILUTED> 0.28
</TABLE>
