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UNITED STATES
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 March 31, 1999,
or
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File Number 333-41121
-----------------------
First Consulting Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware 95-3539020
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
111 W. Ocean Blvd. 4th Floor, Long Beach, CA 90802
(Address of principal executive offices including zip code)
(562) 624-5200
(Registrant's telephone number, including area code)
-----------------------
(Former name, former address and former fiscal year,
if changed since last report)
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.
<TABLE>
<S> <C>
Common Stock, $.001 par value 23,125,131 Shares
- ------------------------------------------------ -------------------------------------------
(Class) (Outstanding at March 31, 1999)
</TABLE>
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First Consulting Group, Inc.
Table of Contents
<TABLE>
<CAPTION>
Page
Number
-------
<S> <C>
COVER PAGE........................................................................................................1
TABLE OF CONTENTS.................................................................................................2
PART I. FINANCIAL INFORMATION....................................................................................3
ITEM 1. FINANCIAL STATEMENTS AND NOTES (UNAUDITED).............................................3
Consolidated Balance Sheets as of March 31, 1999 and
December 1998..........................................................................3
Consolidated Statements of Operations for the three
month periods ended March 31, 1999 and March 31, 1998..................................5
Condensed Consolidated Statements of Cash Flows for the three
month periods ended March 31, 1999 and March 31, 1998..................................6
Notes to Consolidated Financial Statements.............................................7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS..........................................9
PART II. OTHER INFORMATION......................................................................................13
ITEM 1. LEGAL PROCEEDINGS.....................................................................13
ITEM 2. CHANGES IN SECURITIES.................................................................13
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.......................................................13
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS...............................................................................13
ITEM 5. OTHER INFORMATION.....................................................................13
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K......................................................13
SIGNATURES ......................................................................................................15
EXHIBIT INDEX....................................................................................................16
</TABLE>
2
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements and Notes (Unaudited).
First Consulting Group, Inc. and Subsidiaries
Consolidated Balance Sheets
(in thousands)
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
------------- ---------------
ASSETS (unaudited)
<S> <C> <C>
Current assets
Cash and cash equivalents ............................................ $ 14,360 $ 20,737
Short-term investments ............................................ 20,724 27,168
Accounts receivable, less allowance of $1,433 and $1,449 in the periods 35,066 36,955
ended March 31, 1999 and December 31, 1998, respectively............
Work in process....................................................... 18,598 13,185
Prepaid expenses and other current assets............................. 3,250 2,565
--------- --------
Total current assets.............................................. 91,998 100,610
Notes receivable-stockholders ............................................. 1,847 1,803
Long-term investments................................................. 6,598 5,644
Property and equipment
Furniture, equipment, and leasehold improvements...................... 5,950 5,418
Information systems equipment......................................... 19,539 17,528
--------- --------
25,489 22,946
Less accumulated depreciation and amortization............................. 13,280 11,932
--------- --------
12,209 11,014
Other assets
Executive benefit trust .............................................. 4,712 3,709
Deferred income taxes................................................. 789 763
Goodwill, net......................................................... 7,783 6,134
Other................................................................. 1,683 784
--------- --------
14,967 11,390
--------- --------
Total assets...................................................... $ 127,619 $130,461
========= ========
</TABLE>
See accompanying notes.
3
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First Consulting Group, Inc. and Subsidiaries
Consolidated Balance Sheets (Continued)
(in thousands)
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
-------------- ---------------
(unaudited)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Current portion of long-term debt .................................... $ 57 $ 67
Accounts payable...................................................... 3,459 2,150
Accrued liabilities................................................... 6,433 8,090
Accrued vacation...................................................... 3,951 2,655
Accrued bonuses....................................................... 2,223 3,149
Deferred revenue...................................................... 105 491
Customer advances..................................................... 1,986 2,416
Income taxes payable.................................................. 1,570 8,355
Deferred income taxes................................................. 6,720 6,318
-------- --------
Total current liabilities......................................... 26,504 33,691
Non-current liabilities
Long-term debt, net of current portion................................ 184 238
Supplemental executive retirement plan................................ 4,136 3,946
-------- --------
Total non-current liabilities..................................... 4,320 4,184
Commitments and contingencies.............................................. -- --
Stockholders' equity
Preferred Stock, $.001 par value; 10,000,000 shares authorized, no -- --
shares issued and outstanding.......................................
Common Stock, $.001 par value; 50,000,000 shares authorized, 23,125,131 23 23
shares issued and outstanding at March 31, 1999 and 22,600,773 shares
issued and outstanding at December 31, 1998.........................
Additional paid-in capital............................................ 92,826 83,611
Retained earnings..................................................... 25,584 21,850
Deferred compensation-stock incentive agreements...................... (6,149) (4,058)
Unearned ASOP shares.................................................. (739) (739)
Notes receivable-stockholders......................................... (14,865) (8,181)
Accumulated other comprehensive income................................ 115 80
-------- --------
Total stockholders' equity........................................ 96,795 $ 92,586
-------- --------
Total liabilities and stockholders' equity........................ $127,619 $130,461
======== ========
</TABLE>
See accompanying notes.
4
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First Consulting Group, Inc. and Subsidiaries
Consolidated Statements of Operations (Unaudited)
(in thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended
------------------------------
March 31, March 31,
1999 1998
----------- -------------
<S> <C> <C>
Net revenue....................................... $58,864 $43,569
Cost of services.................................. 35,144 25,489
--------- --------
Gross profit.................................. 23,720 18,080
General and administrative expenses............... 17,680 13,811
Merger related costs.............................. 110 --
--------- --------
Income from operations........................ 5,930 4,269
Other income
Interest income, net.......................... 600 423
Other income, net............................. 22 27
--------- --------
Income before income taxes................. 6,552 4,719
Provision for income taxes........................ 2,818 1,927
--------- --------
Net income................................. $ 3,734 $ 2,792
========= ========
Basic net income per share........................ $0.17 $0.14
Diluted net income per share...................... $0.16 $0.13
Shares used in computing basic net income 22,585 20,012
per share.....................................
Shares used in diluted net income per share....... 23,980 21,339
</TABLE>
See accompanying notes.
5
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First Consulting Group, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Three Months Ended
-------------------------------------
March 31, March 31,
1999 1998
---------------- ----------------
<S> <C> <C>
Cash flows from operating activities:
Net income............................................................ $ 3,734 $ 2,792
Adjustments to reconcile net income................................... 1,585 1,090
Change in assets and liabilities...................................... (12,931) (2,220)
-------- --------
Net cash provided by operating activities......................... (7,612) 1,662
-------- --------
Cash flows from investing activities:......................................
Purchase of investments............................................... 5,522 (1,432)
Furniture, equipment, and leasehold improvements...................... (2,527) (1,515)
Acquisition of business............................................... (1,950) (3,905)
Notes receivable stockholders......................................... (221) (3)
-------- --------
Net cash used in investing activities............................. 824 (6,855)
-------- --------
Cash flows used in financing activities:
Long-term debt........................................................ (64) (2,021)
Proceeds from issuance of stock....................................... 475 45,134
-------- --------
Net cash generated in financing activities........................ 411 43,113
-------- --------
Net increase (decrease) in cash and equivalents............................ (6,377) 37,920
Cash and equivalents at beginning of period................................ 20,737 12,187
-------- --------
Cash and equivalents at end of period...................................... $14,360 $ 50,107
======== ========
</TABLE>
See accompanying notes.
6
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Notes to Consolidated Financial Statements
1. Basis of Presentation
The consolidated balance sheets of First Consulting Group, Inc. (the
"Company") at March 31, 1999 and 1998 and consolidated statements of operations
and condensed consolidated statements of cash flows for the periods ended March
31, 1999 and 1998 are unaudited. These financial statements reflect all
adjustments, consisting of only normal recurring adjustments, which, in the
opinion of management, are necessary to fairly present the financial position of
the Company at March 31, 1999 and the results of operations for the three month
periods ended March 31, 1999 and March 31, 1998. The results of operations for
the three months ended March 31, 1999 are not necessarily indicative of the
results to be expected for the year ending December 31, 1999. For more complete
financial information, these financial statements should be read in conjunction
with the audited financial statements for the year ended December 31, 1998
included in the Company's Annual Report on Form 10K.
2. Investments
For purposes of reporting cash flows, cash and cash equivalents include
cash and interest-earning deposits or securities with original maturities of
three months or less. The Company has approximately $20.7 million in short term
investments and $6.6 million in non-current investments classified as available
for sale. Such investments are currently held primarily in tax-exempt government
securities. Net unrealized gains and losses on investments were not material at
March 31, 1999.
3. Net Income Per Share
The following represents a reconciliation of basic and diluted net
income per share for the three month periods ended March 31, 1999 and 1998,
respectively (amounts rounded to thousands, except per share data):
<TABLE>
<CAPTION>
For the Three Months Ended For the Three Months Ended
March 31, 1999 March 31, 1998
------------------------------------- --------------------------------------
Income Weighted Per share Income Weighted Per share
Average amount Average amount
Shares Shares
----------- ----------- ------------ ---------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Basic EPS:
Income available to common $3,734 22,585 $0.17 $2,792 20,012 $0.14
stockholders................
Effect of dilutive options and
warrants: ................. 1,395 1,327
-------- --------- -------- -------- ---------- ---------
Diluted EPS:
Income available to common $3,734 23,980 $0.16 $2,792 21,339 $0.13
stockholders and assumed ======== ========= ======== ======== ========== =========
conversions.................
</TABLE>
7
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4. Disclosure of segment information
The Company has the following three reportable segments: North America
consulting, North America integration, and international services. The
consulting services consist of strategic planning, operations effectiveness,
procurement and contracting, and general consulting. The integration services
include implementation of packaged vendor software, design and development of
comprehensive system architectures, infrastructures, interfaces, databases,
applications and networks to address the need for information integration and
dissemination throughout a client's organization. International primarily
represents services provided in the United Kingdom and parts of continental
Europe and includes a blend of consulting and integration services.
The Company manages segment reporting at a gross margin level.
Selling, general and administrative expenses (including corporate functions,
occupancy related costs, depreciation, professional development, recruiting, and
marketing), and fixed assets (primarily computer equipment, furniture, and
leasehold improvements) are managed at the corporate level separately from the
segments. The Company's segments are managed on an integrated basis in order to
serve clients by assembling multi-disciplinary teams, which provide
comprehensive services across its principal services.
The following is a summary of certain financial information by segment
(in thousands):
For the quarter ended March 31, 1999:
<TABLE>
<CAPTION>
North America North America
Consulting Integration Europe All Other Totals
-------------- ---------------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Net revenues........................... $12,446 $43,451 $ 2,036 $ 931 $ 58,864
Cost of services....................... 8,280 24,264 1,968 632 35,144
-------------- ---------------- ----------- ------------ ------------
Gross profit........................... $ 4,166 $19,187 $ 68 $ 299 23,720
Selling, general & administrative................................................................... 17,680
Merger related costs................................................................................ 110
------------
Income from operations.............................................................................. $ 5,930
============
</TABLE>
For the quarter ended March 31, 1998:
<TABLE>
<CAPTION>
North America North America
Consulting Integration Europe All Other Totals
-------------- ---------------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Net revenues........................... $11,217 $30,680 $1,573 $ 99 $ 43,569
Cost of services....................... 6,756 17,465 1,209 59 25,489
-------------- ---------------- ----------- ------------ ------------
Gross profit........................... $ 4,461 $13,215 $ 364 $ 40 18,080
Selling, general & administrative................................................................... 13,811
Merger related costs................................................................................ -
------------
Income from operations.............................................................................. $ 4,269
============
</TABLE>
8
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
THE FOLLOWING MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS CONTAINS FORWARD-LOOKING STATEMENTS WITHIN
THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. SUCH
FORWARD LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES, INCLUDING THOSE SET
FORTH HEREIN AND UNDER THE CAPTION "RISK FACTORS" IN THE COMPANY'S JOINT PROXY
STATEMENT/PROSPECTUS FILED AS PART OF FCG'S REGISTRATION STATEMENT ON FORM S-4,
DATED NOVEMBER 17, 1998, AND PERIODIC REPORTS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION. FCG'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE
ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS.
Overview
FCG provides services to payors, providers, government agencies, pharmaceutical,
biogenetic, and life science companies, and other healthcare organizations in
North America and Europe. FCG generates substantially all of its revenue from
fees for professional services. FCG typically bills for its services on an
hourly, fixed-fee or monthly fixed-fee basis as specified by the agreement with
a particular client. FCG establishes either standard or target hourly rates for
each level of consultant based on several factors including industry and
assignment-related experience, technical expertise, skills and knowledge. For
services billed on an hourly basis, fees are determined by multiplying the
amount of time expended on each assignment by the hourly rate for the
consultant(s) assigned to the engagement. Fixed fees are established on a
per-assignment or monthly basis and are based on several factors such as the
size, scope, complexity and duration of an assignment and the number of
consultants required to complete the assignment. Actual hourly or fixed fees for
an assignment may vary from the standard, target, or historical rates charged by
FCG. For services billed on an hourly basis, FCG recognizes revenue as services
are performed. For services billed on a fixed fee basis, FCG recognizes revenue
using the percentage of completion method based on the amount of time completed
on each assignment versus the projected number of hours required to complete
such assignment. Revenue is recorded as incurred at assignment rates net of
unplanned adjustments for specific engagements. Unplanned adjustments to revenue
are booked at the time they are known. Out-of-pocket expenses are reimbursed by
clients and offset against expenses incurred and are not included in recognized
revenues. Provisions are made for estimated uncollectible amounts based on the
Company's experience. FCG may obtain payment in advance of providing services.
These advances are recorded as deferred revenue and reflected as a liability on
FCG's balance sheet.
Cost of services primarily consists of the salaries, bonuses and related
benefits of client-serving consultants and subcontractor expenses. General and
administrative expenses primarily consist of the costs attributable to the
development of the business and the support of its client-serving professionals,
such as: non-billable travel, office space occupancy; investments in FCG's
information systems, research and practice support and quality initiatives;
salaries and expenses for executive management, financial accounting and
administrative personnel; expenses for firm and service line governance
meetings; recruiting fees and professional development and training; and
marketing, legal and other professional services. As associate related costs are
relatively fixed, variations in FCG's revenues and operating results can occur
as a result of variations in billing margins and utilization rates of its
billable associates. The Company routinely reviews its fees for services,
professional compensation and overhead costs to
9
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ensure that its services and compensation are competitive within the industry.
In addition, FCG routinely monitors the progress of client projects with its
clients' senior management. Quality of Service Questionnaires are sent to the
client after each engagement with the results compiled and reported to FCG
executive management.
FCG's most significant expenses are its human resource and related salary and
benefit expenses. As of December 31, 1998, approximately 81% of FCG's 1,508
employees are consultants, and the salaries and benefits of such consultants are
recognized in FCG's cost of services. Non-billable employee salaries and
benefits are recognized as a component of general and administrative expenses.
FCG's cost of services as a percentage of revenue is directly related to its
consultant utilization, which is the ratio of total billable hours to available
hours in a given month. FCG manages consultant utilization by monitoring
assignment requirements and timetables, available and required skills, and
available consultant hours per week and per month. Differences in personnel
utilization rates can result from variations in the amount of non-billed time,
which has historically consisted of training time, vacation and holiday time,
time lost to illness and inclement weather and unassigned time. Non-billed time
also includes time devoted to other necessary and productive activities such as
sales support and interviewing prospective employees. Unassigned time results
from differences in the timing of the completion of an existing assignment and
the beginning of a new assignment. In order to reduce and limit unassigned time,
FCG actively manages personnel utilization by monitoring and projecting
estimated engagement start and completion dates and matching consultant
availability with current and projected client requirements. The number of
consultants staffed on an assignment will vary according to the size,
complexity, duration and demands of the assignment. Assignment terminations,
completions and scheduling delays may result in periods in which consultants are
not optimally utilized. An unanticipated termination of a significant assignment
or an overall lengthening of the sales cycle could result in a higher than
expected number of unassigned consultants and could cause FCG to experience
lower margins. In addition, the opening of new offices, expansion into new
markets, and the hiring of consultants in advance of client assignments have
resulted and may continue to result in periods of lower consultant utilization.
FCG's effective tax rate has varied from period to period due to non-deductible
losses from FCG's foreign operations and differences between book and tax
deductions associated with certain non-deductible operating expenses, including
certain compensation expenses related to the ASOP, and merger related
activities. The Company believes that its tax rate has normalized around the 43%
rate level.
Results of Operations for the Three Months Ended March 31, 1999 and 1998
Net Revenue. The Company's net revenue increased to $58.9 million, or
35.1%, for the quarter ended March 31, 1999 from $43.6 million for the quarter
ended March 31, 1998. This increase was primarily attributable to an increase in
revenue from both the Company's consulting and integration services.
Cost of Services. Cost of services increased to $35.1 million, or
37.9%, for the quarter ended March 31, 1999 from $25.5 million for the quarter
ended March 31, 1998. The increase was primarily attributable to an increase in
the number of consultants. Cost of services as a percentage of revenue increased
to 59.7% for the quarter ended March 31, 1999 from 58.5% for the quarter ended
March 31, 1998. This increase was due to lower consulting services utilization,
costs of specific outsourcing proposals, lower margins in the European and
Canadian operations, and a change in vacation benefits at FCG's newly-acquired
Integrated Systems Consulting Group (ISCG) subsidiary.
10
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General and Administrative Expenses. General and administrative
expenses increased to $17.7 million, or 28%, for the quarter ended March 31,
1999 from $13.8 million for the quarter ended March 31, 1998. General and
administrative expenses as a percentage of revenue decreased from 31.7% for the
quarter ended March 31, 1998 to 30.0% for the quarter ended March 31, 1999 due
to tighter expense management.
Interest Income, Net. Interest income, net of interest expense,
increased to $600,000 for the quarter ended March 31, 1999 from $423,000 for the
quarter ended March 31, 1998. Interest income net of interest expense as a
percentage of revenue remained consistent at 1.0% for both quarters.
Income Taxes. The provision for income taxes of 43.0% in the quarter
ended March 31, 1999 increased from the 40.8% reported for the quarter ended
March 31, 1998 due to an increase in certain nondeductible expenses and state
taxes.
Liquidity and Capital Resources
During the three months ended March 31, 1999, the Company used cash
flow from operations of $7.6 million, principally to pay income taxes on income
earned in the prior year. During the three months ended March 31, 1999, the
Company used cash flow of approximately $2.5 million to purchase property and
equipment, including computer and related equipment and office furniture and
approximately $2.0 million to purchase the assets (principally goodwill) of a
U.K. consulting business. Depreciation and amortization expense for the three
months ended March 31, 1999 was approximately $1.6 million. At March 31, 1999,
the Company had working capital of $65.5 million and long-term investments of
$6.6 million. At December 31, 1998, the Company had approximately equivalent
levels of working capital of $66.9 million and long-term investments of $5.6
million. At March 31, 1999, most of the company's proceeds from its initial
public offering in February, 1998 were retained as cash or investments.
The Company has a revolving line of credit which allows the Company to
borrow up to $9.0 million at an interest rate of the prevailing prime rate. The
revolving line of credit expires on May 1, 2000. There was no outstanding
balance under the line of credit at March 31, 1999. The line of credit agreement
provides that the Company must satisfy certain covenants and restrictions.
Year 2000 Compliance
Many existing computer programs and systems, including those used by
FCG's clients, use only two digits to identify the year in the date field. These
programs may be unable to process date/time information between the twentieth
and twenty-first centuries. This inability could cause the disruption or failure
of such computer systems (the "Y2K Problem"). Solving the Y2K Problem will
require a large amount of time and resources. FCG's clients may have to
reallocate a significant portion of their budgets away from FCG's services to
address this problem. Such reallocations would have a material adverse effect on
FCG's business, financial condition and results of operations. Currently, FCG is
not able to predict the extent to which its clients will divert their resources
to the Y2K Problem or to estimate the impact, if any, this may have on FCG's
revenues. In addition, business interruptions experienced by FCG's clients due
to the Y2K Problem could result in reduced demand for FCG's services or delay in
the payment of FCG's invoices. Such interruptions could have a material adverse
effect on FCG's business.
Additionally, FCG's current time and billing systems for its internal
use are not Y2K compliant. FCG has purchased an upgrade to these systems that
will render them Y2K compliant and expects to
11
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complete deployment of this upgrade in the second and third quarter of 1999. The
Company estimates that the cost of such upgrade will be less than $100,000.
There can be no assurance that such deployment will begin as planned or, if
begun, will be completed in a timely and cost-effective manner.
The computer systems of third parties with whom FCG regularly deals
could be disrupted or fail, causing an interruption or decrease in FCG's ability
to continue its operations. FCG relies on third party relationships in the
conduct of its business, including suppliers, vendors, utilities, financial
institutions and others. FCG has created a list of the third parties it believes
are material to its operations and is attempting to obtain written assurances
from them that there will be no interruption of service as a result of the Y2K
Problem. Where such assurances are not given, FCG intends, where practical, to
devise contingency plans to allow FCG to operate in the event of Y2K-related
service interruption. It is possible that FCG will experience interruptions in
third party services despite vendors' assurances otherwise, and that FCG will
not be able to develop contingency plans to meet individual or multiple third
party failures, resulting in an operations interruption that could materially
adversely affect FCG's business.
FCG could be exposed to liabilities if any of the custom applications
designed, built or modified by FCG for its clients are disrupted or fail. FCG
believes it is likely that certain custom software applications it designed,
built or modified in the past are non-Y2K compliant. FCG has not made a
determination of which custom applications may not be Y2K compliant. Further,
FCG has not determined the extent to which it may be legally responsible for
either (1) fixing any non-Y2K compliant applications or (2) the consequences of
such non-compliance. FCG has not quantified the impact that the foregoing risk
could have on its business. To better estimate the scope of this potential
problem, FCG is planning to review representative samples of the custom
applications it has worked on in its larger engagements in the past three years.
To the extent this review indicates that any of such applications are not Y2K
compliant, FCG will evaluate whether such non-compliance may result in liability
for FCG. Even in the absence of legal liability, FCG may determine that it is in
FCG's best interests to offer to fix non-compliant applications under a variety
of arrangements including at no charge or at rates below FCG's normal rates. The
failure of custom software applications delivered by FCG in the past to be Y2K
compliant, and the liability or the need to devote additional resources that
could result from such failure, could have a material adverse effect on FCG's
business.
FCG has not yet devised, and may not be able to devise, a contingency
plan that will adequately address all Y2K Problem. Because of the uncertainty
surrounding the Y2K Problem, unforeseen and unpredictable costs and liabilities
associated with the Y2K Problem could materially adversely impact the business,
prospects, financial condition and results of operations of FCG.
12
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities.
Under the Company's 1994 Restricted Stock Plan, (the "1994 Plan") the
Company has entered into Restricted Stock Agreements ("RSAs") with each of its
vice presidents. The 1994 Plan and RSAs provide that each person, upon becoming
a vice president of the Company, must purchase and hold a minimum number of
shares of common stock of the Company ("Common Stock").
In January, February and March, 1999, the Company issued an aggregate
of 410,812 shares (the "Shares") of Common Stock to certain of its vice
presidents (the "Purchasing Vice Presidents") pursuant to the 1994 Plan. The
Purchasing Vice Presidents paid an aggregate of $9,049,285 in consideration of
the Shares. The Shares were issued in reliance on Section 4(2) and Rule 701
promulgated under the Securities Act of 1933, as amended.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
A special meeting of the Company's stockholders was held on February
26, 1999 to (1) approve the amendment of the Company's 1997 Equity Incentive
Plan (the "Equity Incentive Plan") to increase the number of shares of the
Company's common stock reserved for issuance thereunder from 1,600,000 to
3,500,000 and (2) approve the amendment of the Company's 1997 Non-Employee
Directors' Stock Option Plan (the "Directors' Plan") to increase the number of
shares of the Company's common stock reserved for issuance thereunder from
200,000 to 300,000 shares and (3) to transact such other business as may
properly come before the special meeting. The Company's stockholders eligible to
vote were mailed a notice of the special meeting, a proxy statement and proxy
relating to matters described above. The increase of shares reserved for
issuance under the Equity Incentive Plan and the Directors' Plan was approved.
Of the Company's stockholders eligible to vote, approximately 61% approved the
increase of shares reserved for issuance under Equity Incentive Plan,
approximately 12% voted against and approximately 27% abstained. Of the
Company's stockholders eligible to vote, approximately 61% approved the increase
of shares reserved for issuance under the Directors' Plan, approximately 12%
voted against and approximately 27% abstained.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
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<TABLE>
<CAPTION>
Item Description
-------------------------- -----------------------------------------------
<S> <C>
3(i)(1) Certificate of Incorporation of the Company.
3(ii)(1) Bylaws of the Company.
4.1(1) Specimen Common Stock Certificate.
11.1(2) Statement of computation of per share earnings.
27.1 Financial Data Schedule.
</TABLE>
--------------------------
(1) Filed with the Company's Registration Statement on Form S-1,
File No. 333-41121, declared effective on February 12, 1998,
incorporated herein by reference.
(2) See Note 4 to Consolidated Financial Statements, "Net Income
Per Share."
(b) Reports on Form 8-K
None.
14
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed in its behalf by
the undersigned thereunto duly authorized.
FIRST CONSULTING GROUP, INC.
Date: May 14, 1999 LUTHER J. NUSSBAUM
---------------------------------------
Luther J. Nussbaum
Chief Executive Officer
Date: May 14, 1999 THOMAS A. REEP
---------------------------------------
Thomas A. Reep
Chief Financial Officer
and Vice President, Finance
(Principal Financial Officer)
15
<PAGE>
Exhibit Index
<TABLE>
<CAPTION>
No. of
Exhibit Description
-------------------------- -----------------------------------------------
<S> <C>
3(i)(1) Certificate of Incorporation of the Company.
3(ii)(1) Bylaws of the Company.
4.1(1) Specimen Common Stock Certificate.
11.1(2) Statement of computation of per share earnings.
27.1 Financial Data Schedule.
</TABLE>
--------------------------
(1) Filed with the Company's Registration Statement on Form S-1,
File No. 333-41121, declared effective on February 12, 1998,
incorporated herein by reference.
(2) See Note 4 to Consolidated Financial Statements, "Net Income
Per Share."
16
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS, STATEMENTS OF OPERATIONS AND STATEMENTS OF CASH
FLOWS INCLUDED IN THE COMPANY'S FORM 10-Q FOR THE PERIOD ENDED AMRCH 31, 1999,
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS AND
NOTES THERETO.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 14,360,000
<SECURITIES> 20,724,000
<RECEIVABLES> 36,499,000
<ALLOWANCES> (1,433,000)
<INVENTORY> 18,598,000
<CURRENT-ASSETS> 91,998,000
<PP&E> 25,489,000
<DEPRECIATION> 13,280,000
<TOTAL-ASSETS> 127,619,000
<CURRENT-LIABILITIES> 26,504,000
<BONDS> 0
0
0
<COMMON> 23,000
<OTHER-SE> 96,733,000
<TOTAL-LIABILITY-AND-EQUITY> 127,619,000
<SALES> 58,864,000
<TOTAL-REVENUES> 58,864,000
<CGS> 35,144,000
<TOTAL-COSTS> 17,790,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (600,000)
<INCOME-PRETAX> 6,552,000
<INCOME-TAX> 2,818,000
<INCOME-CONTINUING> 3,734,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,734,000
<EPS-PRIMARY> .17
<EPS-DILUTED> .16
</TABLE>
